Gold River Productions Inc (GRPS)

[D-Money6]

Just throwing out some info for discussion on the New Earth Sale. Like everyone else, I was waiting and expecting to see a large asset or revenue item in the 3Q financials. People are still posting that we own New Earth, and are still waiting for the $34 million to appear somewhere...I just want to share what I am seeing different on this item.

Here is what dissected from what is available....

3/5/2021
Gold River Productions, Inc. (GRPS) and RushNet, Inc. (RSHN) Announce Sale of New Earth Development Corporation for Stock in Stevia Nutra Corp (STNT)
https://www.grpsinc.com/sale-of-new-earth-development-corporation/

Acquisition & Funding Agreement
https://www.grpsinc.com/wp-content/uploads/2020/03/spin-off.pdf

2. TERMS OF THE EQUITY PURCHASE, FUNDING ARRANGEMENTS, SERVICES AGREEMENT: in exchange for all of the stock and other ownership in New Earth (the “Equity”), STNT shall furnish the Funding to HempArmor (the “Purchase Price”), Acquisition, Funding Agreement Page 3 of 10 while New Earth shall spearhead and coordinate the work effort, as follows:

(a) STNT shall undertake the responsibility to furnish the Funding to HempArmor, the Funding for the execution on its Business Plan, in accordance with Exhibit A, as amounts are received by STNT, including pursuant to the filing of a Regulation A, Form 1A. The amount of the Funding shall be $5,000,000; provided, however, that the Funding amount shall not exceed 90% of HempArmor’s costs associated with the activities and will endeavors set forth in Exhibit A (such amount being herein referred to as the “Project Cost”), the accomplishment of which is the essence of this Agreement and the Funding objectives. Any excess of Funding over $4,500,000 over the actual Project Cost, shall be refunded to STNT; and provided further, however, that all Funding shall be paid into escrow to be administered by the law firm of STNT’s choice, for the benefit of each party. For purposes of this Agreement, the Project Cost shall not include any amount payable to any affiliate of HempArmor in excess of $50,000 and shall not include any unreasonable amounts or charges.

(b) STNT shall issue 2,500,000 shares of its common stock in exchange for all of its shares and all of its equity and all ownership in New Earth, making New Earth, the sole shareholder of HempArmor, a 100% wholly-owned subsidiary of STNT. Of the 2,500,000 shares of STNT common stock, 2,250,000 shares shall be issued to GRPS and 250,000 shares shall be issued to RushNet, consistent with the agreement between GRPS and RushNet. (c) In addition to the foregoing, HempArmor will furnish its salable products, technology and expertise at no more than its cost plus 10% for STNT and its clientele and affiliates. (d) Joshua Spooner shall cooperate in the pursuit of this Agreement, including the efforts of STNT to prosecute the business plan as more fully described in Exhibit A.


What GRPS had invested:
WHEREAS, GRPS has advanced approximately $12,000 to Mr. Joshua Spooner, on behalf of New Earth, of which he is the CEO, for travel and other expenses.

WHEREAS, pending are possible grants and contracts with various apartments of the US federal government, funded by GRPS. If and when such grants and/or contracts come to fruition, it is anticipated that GRPS would be the recipient, but would then subcontract for services for the benefit of all, in a transaction to then be negotiated.

WHEREAS, GRPS was rendered charged for legal services by Securities Counselors, Inc., relating to New Earth’s operations, meetings and the like, the total amount of which is approximately $48,500.

Sale based on the stock price of $13.99
Total = $34,975,000
2,250,000 x $13.99 = $31,477,500
250,000 x $13.99 = $3,497,500

GRPS Financials
NOTE 10 - ACQUISITION Effective February 21, 2020, the Company entered into an agreement with Stevia Nutra Corp wherein the Company exchanged its shares of New Earth for 2,250,000 shares to be issued by Stevia. On the date the agreement closed, Stevia share were thinly traded with a value of $13.99 per share. Given the large number of shares the Company acquired compared to how few shares of Stevia actually trade on the open market, management decided to classify the shares as a Level 3 asset. The Company also chose value the shares at $.20 cents based upon a reasonable offer received for those shares

2,250,000 x $.20 = $450,000
250,000 x $.20 = $50,000

GRPS Quarterly Report Ending 3/31/2020 notes $445,500 as Gain on Sale of Securities (This is close to the $450,000 reported as Level 3 asset).

https://backend.otcmarkets.com/otcapi/company/financial-report/263244/content (Pg 4 Statement of Operations)
https://www.investopedia.com/terms/l/level3_assets.asp

Based on this information it appears that there is no remaining equity in New Earth, and I am not expecting anything further financially , and I would expect nothing other than the possibility to purchase salable products at a slightly reduced costs. The "discount" is not even a discount per se - it means that HempArmor can only charge 10% markup. They probably kept a few shares to say they are still a holder of STNT. The only other thing GRPS retains is the right to subcontract any issued grants for this funding agreement. Just my opinion. I'm all about GRPS, and all about keepin' it real, that's all.

GLTA!
Go $GRPS