Entry into a Material Definitive Agreement, Completion of Acquisition or
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.
Item 9.01 Financial Statements and Exhibits Plant Acadia Growing, Inc. Consolidated Balance Sheet Period ending September 30, 2010 For the period ending September 30, 2010
ASSETS Current assets Cash and cash equivalents $ 5,500 Accounts receivables 42,033 Crop inventory 65,000 Pre-paid expenses 25,000 Total Current assets 137,533 Intermediate assets Machinery and equipment 16,600 Vehicles 28,000 Total intermediate assets 44,600 Long term assets
Buildings and improvements 36,500 Real estate - land 539,000 Total long term assets 575,500 Total assets $ 757,633
LIABILITIES Current Liabilities 5,350 Accounts payable 149,696 Operating loans - GFCS 35,088 Current portion term debt 3,365 Accrued interest 192,499 Total current liabilities Intermediate liabilities Intermediate term debt 211,876 Total Intermediate liabilities 211,876 Total Liabilities 404,375
Owners' Equity Total Equity 353,258
Total Liabilities and owners' equity $ 757,633
Insight Mangement Corporation Consolidated Balance Sheet For the Period ending September 30, 2010 and Pro Forma for the same period Unaudited September 30, September 30, 2010 2010 Nine months Pro forma ended Consolidation Unaudited Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 228 $ 5,728 Investments - Real estate land 539.000 Accounts payable 42.033 Inventory 65.000 Prepaid expenses 25.000 Other current assets 1,773 1.773 Total Current Assets 2,001 $ 678.494
Intermediate assets Machinery and equipment 16,600 Building and improvements 36,500 Vehicles 28,000 Total Intermediate Assets 81,100
$ 84,694 TOTAL ASSETS 2,001
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable 531,214 536,564 Accounts payable - related party 5,000 5,000 Short term notes payable 61,296 209,992 Short term notes payable - related party 47,000 47,000 Convertible notes payable net of unamortized discount 194,444 406,320 Convertible notes payalbe - related party 20,100 20,100 Current portion term debt 35,088 Accrued interest 3,365 Total current liabilities 859,054 1,260,064
STOCKHOLDERS' DEFICIT: Common stock, $0.00014 par value; 1,000,000,000 shares authorized, 598,443,380 and 516,953,806 shares issued and outstanding respectively 83,783 83,783 Additional paid - in - capital 6,037,404 6,037,404 Accumulated deficit (1,184,056 ) (1,127,979 ) Deficit accumulated during re-entry to devlopment stage (5,793,926 ) (6,253,272 )
Total stockholders' deficit (857,053 ) (1,260,064 ) Total liabilities and stockholders' deficit 2,001 840,694
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