Greene Concepts Inc (INKW)

[jazz_1]

MaddAussi,

This information on SEC Form 253G1 (amended March 2, 2020) should help to clarify (see p. 23 of the following): https://www.otcmarkets.com/filing/html?id=13971948&guid=7lW6UH__r4vqS3h

The document is from earlier this year and was created to provide shares to a purchaser for operational cash. In the above SEC document the items you mentioned are covered. THe document also provides good background information on the company. Everyone owning INKW shares should read this SEC document in my opinion as it provides many answers to include short-term/long-term plans of the company along with the company structure and focus items for growth. It states:

Terms of Acquisition of Mammoth Ventures, Inc.

On November 29, 2018 Mammoth was incorporated by BNL Capital, whose principals are Robert Levit and Loren Brown in the State of Florida for the purpose of acquiring the North Carolina Facility from North Cove Springs Bottling and Beverage, Inc. and its owner Chris Mencis, or North Cove. The acquisition of the assets constituting the North Carolina Facility by Mammoth closed on February 5, 2019. For at least six years prior to the acquisition of the assets of the North Carolina Facility, North Cove had no operations whatsoever, had no employees and generated no revenue from any source. The North Carolina Facility was dormant during that entire period. Thereafter, on the next day, February 6, 2019, we acquired all of the issued and outstanding capital stock of Mammoth from BNL Capital. Mammoth had no operations other than the ownership of the assets constituting the North Carolina Facility, which did not operate, from the date of its acquisition of the North Carolina Facility on February 5, 2019 to the date that BNL Capital sold all of the outstanding capital stock of Mammoth to the Company on the next day, February 6, 2019.

We acquired the North Carolina Facility pursuant to a Stock Purchase Acquisition Agreement and Merger Agreement and Promissory Note Agreement with BNL Capital. Pursuant to the terms of the agreement, BNL Capital agreed to sell 100% of the outstanding shares of Mammoth to us for a purchase price of $1,350,000. We financed the acquisition through a secured promissory note in the amount of $1,350,000 in favor of BNL Capital. The promissory note was secured by 100% of the outstanding shares of Mammoth that are owned by our company. Payments under the note are due in 60 monthly installments of $5,062.50 each. The first 59 months of the repayment period are interest only. On the 60th month of the repayment period, the entire remaining outstanding principal balance will become due. As an inducement for BNL Capital entering into the agreement, we also issued 2,000,000 shares of Series A Preferred Stock to BNL Capital.

The Company considered the provisions of FASB Accounting Standards Codification Topic 805, Business Combinations, or Topic 805, to determine whether an acquisition of all of the outstanding capital stock of Mammoth should be treated as business combination or an asset acquisition in accordance with GAAP. If the acquisition of Mammoth does not meet the definition of a “business” under Topic 805, the Company accounts for the transaction as an asset acquisition rather than a business combination. On the other hand, if the acquisition of Mammoth meets the definition of a business under Topic 805, the Company applies the acquisition method of accounting for a business combination as provided for in Topic 805. The Company concluded that the acquisition of the capital stock of Mammoth from BNL Capital does not represent the acquisition of a business and that the Company is not required to include financial statements or pro forma financial information for Mammoth/North Cove in accordance with Rule 11-01 of Regulation S-X.

-Jazz

P.S. - Here is the above document filed with the SEC (from the NASDAQ Page) - https://secfilings.nasdaq.com/filingFrameset.asp?FilingID=13971948&RcvdDate=3/2/2020&CoName=GREENE%20CONCEPTS,%20INC&FormType=253G1&View=html

Here is everything INKW has filed on SEC's Direct Page - https://www.sec.gov/cgi-bin/browse-edgar?CIK=1585380&owner=exclude

Here is the form above direct from the SEC's webpage (EDGAR Search Results) - https://www.sec.gov/Archives/edgar/data/1585380/000172186820000118/f2sinkw021320253g.htm