PHOENIX, Dec. 15, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc. (OTC PINK:DRNK), a Wyoming corporation (the “Company”), announces it has issued a Final Demand notice to Greenfield Farms Food, Inc. (“GRAS”) (OTC:GRAS), through its CEO, Ron Heineman. See below.
NOHO’s CEO, David Mersky, commented, “We have issued a final demand to GRAS and will continue to enforce the rights of NOHO shareholders and find value for the Company wherever we can.”
ZOUVAS LAW GROUP
December 15, 2017
Mr. Ronald Heineman
Greenfield Farms Food, Inc.
118 West 5th Street
Covington, KY 41011
VIA ELECTRONIC CORRESPONDENCE
Re: Final Demand for Issuance of Common Stock and Assign the Voting Proxy to NOHO, Inc.
This is our final demand letter to you before we initiate legal action. NOHO and the shareholders of Greenfield Farms Food, Inc. (“GRAS”) demand you comply with the Asset Purchase Agreement, executed by you personally. Our final demand is as follows (i) the immediate issuance of 49% of the Issued and Outstanding Common Stock of GRAS as of the Closing Date of the APA; and (ii) Assignment of the majority shareholder proxy (“Majority Proxy”) as agreed pursuant to Section 6.4(c) of the APA; and (iii) Retraction of the Press Release and 8-K filed on December 1, 2017 as it was not authorized by the majority shareholder; and (iv) Class D Preferred Stock is null and void pursuant to Section 13 and Section 14 of the Exchange Act; and payment of $2,000,000.00 (collectively referred to hereinafter as the “Demand”).
The SEC filed a complaint against you on September 9, 2015, Case 1:15-cv-07077, File No. 3-16798, wherein the Commission ordered that you cease-and-desist pursuant to Section 21C of the Securities Exchange Act of 1934 from “…committing or causing any violations and any future violations of Exchange Act Rule 13b2-2.” Rule 13b2-2 of the Exchange Act prohibits officers and directors from, directly or indirectly, making or causing to be made materially false or misleading statements or omissions to accountants in connection with an audit or preparation of reports to be filed with the Commission.
Pursuant to the 8-K you filed on December 1, 2017, you were required to first file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, which you failed to do. You intentionally misled the shareholders of GRAS and the shareholders of NOHO that you had shareholder consent and that you properly filed an Information Statement pursuant to Section 14C of the Exchange Act, but you failed to do so and thus violated the SEC’s Cease-and-Desist Order.
The Company hereby demands that you respond no later than Monday, December 18, 2017 by 5p.m. EST. Please feel free to contact me by e-mail at email@example.com or by telephone at (619) 300-6971 in case you have any additional questions or comments regarding this matter.
Luke C. Zouvas, Esq.
Cautionary Note Regarding Forward-Looking Statements.
This press release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Noho, Inc. (the “Company”), its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and actual results may differ materially from those projected in the forward looking statements as a result of various factors. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities.