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Arthur

11/22/17 1:02 PM

#106831 RE: PENNYPUNCHER #106830

Yes, only a ($400K) operating loss; progress!

The company's "officer's compensation" has always been sky-high, twice as much as their G&A expenses.


"The Company generated all of its revenues from the sale of telecommunications minutes, both at wholesale and retail, during the three and nine months ended September 30, 2017."

As discussed in an 8K filed with the Securities Exchange Commission on October 26, 2017, on October 24, 2017, the Company received 100% of all outstanding shares of Limecom, Inc., as per the acquisition agreement which was effective as of October 20, 2017.
The Company, through its wholly-owned subsidiary, Next Group Acquisition Inc., purchased all of the issued and outstanding shares of LimeCom Inc. (“LimeCom”), a Florida corporation, from Heritage Ventures Limited (“Heritage”). LimeCom is engaged in the global telecommunications business.
The Stock Purchase Agreement with Heritage provided for the payment of 51,804,809 shares of Next Group Holdings, Inc. restricted common stock and the sum of $2,000,000 for the shares of LimeCom.
The cash component of the purchase price is payable within eight months from the closing date. 10,360,800 shares of NXGH stock will be held in escrow for a period of eight months in the event that any unknown or undisclosed claims are made against LimeCom. The Company is required to deliver the shares of stock to the Purchaser and the Escrow Agent within ten days of the closing date.
As of November 20, 2017, the Company had not yet delivered the 51,804,809 shares of common stock to Heritage and escrow agent as required by the stock purchase agreement. The seller has agreed to extend the date for delivery of the shares to December 1, 2017.

The acquisition further provides that LimeCom must achieve $125,000,000 in revenues in fiscal year 2017 and $2,500,000 in EBITA.
In the event that Limecom does not achieve these amounts, the Company will pay according to the formula written in the acquisition agreement.
The Company and Heritage have a mutual right of rescission if the $2,000,000 is not paid or any unknown or undisclosed material claims are made against Limecom. as set forth in the agreement.

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My view about the LimeCom "acquisition" is that NXGH is merely renting that Italian company for 8 months.
Since LimeCom sales will fail to prove as profitable as expected, the sale will be ultimately rescinded, and LimeCom will go its merry own way.