NEWS!!!! 8k...We now own a company with REVENUES and PROFITS!!!!!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 2010
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[Missing Graphic Reference]
Insight Management Corporation
(Exact name of registrant as specified in its charter)
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Florida
333-148697
20-8715508
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation or organization)
File Number)
Identification No.)
408 West 57th Street, Suite 8E, New York, NY 10019
(Address of principal executive offices)
(866) 787-3588
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry Into a Definitive Material Agreement
On November 11, 2010, Insight Management Corporation, completed the acquisition of Plant Acadia Growing, Inc., (Plant Acadia Growing), and all of its title, interests and membership of its wholly owned subsidiary Simpson Brothers Greenhouses, LLC.
Plant Acadia, is a privately held corporation and the parent and sole member of Simpson Brothers Greenhouses, LLC (“SBG”). SBG represents the sole operating activity of Plant Acadia. SBG is a retail greenhouse and wholesaler of farm supplies. It has been in operation since 2004 and is located in Ovid, MI.
SBG owns two (2) acres of greenhouse and building area as well as six (6) acres of agricultural property. The period ending September 30, 2010, SBG’s gross profits are $292,645, and has net income before income taxes of $56,077. SBG’s average gross monthly sales, before cost of goods sold, is $65,000. SBG’s tangible assets, which include, plant, property and equipment are $620,100.
The Purchase Price of the acquisition of Plant Acadia is $4,750,000 due and payable six (6) months from the date of the completion of the acquisition. ISIM has provided Plant Acadia a Convertible Promissory Note, the terms of which are described below in detail.
Item 2.01. Completion of Acquisition or Disposition of Assets
On November 11, 2010, the acquisition of Plant Acadia Growing, Inc. (Plant Acadia Growing),was completed by the Board of Directors of the Company. Plant Acadia. which is the sole member of Simpson Brothers Greenhouse, LLC, a retail greenhouse and wholesaler of farm supplies, is a wholly owned subsidiary of The Good One Inc. which sold all of its interest in Plant Acadia for $4,750,000 pursuant to the terms of a Convertible Promissory Note (attached hereto as EX-10), and described more fully below.
a. The transaction was completed and the Stock Purchase Agreement (attached hereto as an exhibit), was executed by the parties on November 11, 2010.
b. Plant Acadia is the sole member of Simpson Brothers Greenhouse, LLC. SBG is the sole asset of Plant Acadia. The assets of SBG include two (2) acres of greenhouse and building space and an additional six (6) acres of farmland. As of the nine (9) month period ending September 30, 2010, the total assets of SBG are $757,633 against total liabilities of $404,375. Owner equity is $353,258. Plant Acadia is a wholly owned subsidiary of The Good One, Inc.
c. The Good One, Inc. is a shareholder of ISIM and therefore a related party other than in respect to this transaction. It currently owns 23,892,730 common shares of the Company’s stock. This represents 3.9% of the 614,503,394 common shares outstanding as of the date of the transaction. Plant Acadia Growing, Inc. acquired Simpson Brothers Greenhouse, LLC on September 24, 2010.
d. ISIM agreed to a purchase price of $4,750,000 to be paid within six (6) months of the date of the acquisition. ISIM has provided Plant Acadia Growing, Inc. a Convertible Promissory Note (attached hereto as an exhibit) with the following terms:
1. Due date of May 11, 2011
2. Principal in the amount of $4,750,000
3. Interest to be compounded upon maturity of 5%
4. To be automatically converted at term as follows:
i. to common shares of the corporation at a conversion price equal to 30% of the average closing price of the three (3) days previous to the conversion date;
ii. such conversion shall be subject to a limitation of shares converted so as The Good One Inc’s ownership will not exceed nine tenths (9.9%) of the then current outstanding shares of Common Stock at any one time.
e. No material relationship exists between the registrant or any of its affiliates.
f. The registrant is a development stage company.
