IDGlobal's Board Announces a Special Stock Dividend Payable to Holders of IDGlobal's Common Stock
LOCKPORT, Ill., Feb. 09, 2018 (GLOBE NEWSWIRE) --
Via OTC PR Wire -- The Board of Directors of IDGlobal Corp., a Colorado corporation (OTC:IDGC) ("IDGC"), is today pleased to announce the declaration of a special dividend in the form of common stock of Encounter Technologies, Inc., a Colorado corporation (US.ENTI.PK) ("ENTI"), to the holders of IDGC's common stock as at February 23, 2018 ("Record Date").
The holder of each one share of IDGC's common stock on the Record Date will receive one share of common stock in ENTI. IDGC is today notifying the Financial Industry Regulatory Authority ("FINRA") of the occurrence of this corporate action (the "Dividend"), under which the Dividend will be distributed following FINRA's review and approval of the same.
The Dividend has been made possible by Sebastien DuFort, IDGC's Chairman and Chief Executive Officer. Mr. DuFort, by virtue of his prior dealings with ENTI, has entered into an agreement with IDGC and ENTI; whereby, he delivered certain of the shares he owns in ENTI to IDGC for distribution to and for the benefit of IDGC's shareholders. Mr. DuFort stated, "My interest is and always has been to fully-develop IDGlobal to its maximum potential for the benefit of its shareholders. ENTI has gone through some tough times, but under its present management over the past couple of years, and because of a collaborative effort between IDGC and ENTI, I think we can develop a comprehensive plan of operations that will best serve our shareholders and others having business with IDGC, ENTI, and their respective subsidiaries."
IDGC, ENTI, their subsidiaries and direct coventurers, respectively and collectively seek safe-harbor in accordance with the provisions of the Private Securities Reform Act of 1995 for certain forward-looking statements made by any of them in this announcement, as the same are defined in Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is defined as a statement that cannot sustain itself as merely a historical fact. A forward-looking statement predicts, projects, or uses future events as expectations or possibilities. These statements can often be misleading, as they can be mistaken for factual statements, while the issuers are, in fact, speculating. Title 15 Section 78u-5 of the United States Code defines a forward-looking statement as including overly optimistic views as to a company's future economic performance, such as revenues or income, plans for future operations, or use of a report written by an outside reviewer. Certain terms or phrases indicate the use by an issuer of forward-looking statements, such as any tense from present to future or similar inflection of words comparable to "believe", "estimate", "anticipate", "plan", "predict", "may", "hope", "can", "will", "should", "expect", "intend", "is designed to", "with the intent", "potential", the negative of these words or such other variations thereon or comparable terminology, may indicate forward-looking statements; however, the absence of these terms or phrases does not mean that a statement is not forward-looking.
IDGC's Plan of Operations
IDGC is an emerging growth company under the JOBS Act of 2012 and, as a diversified holding company, will focus on emerging and middle market international investment opportunities. IDGC is evaluating the acquisition of interests, joint ventures, and licensing agreements with qualified companies within the medical marijuana, consumer, and industrial products-packaging industries.
IDGC's Board of Directors has established a plan of operations that includes IDGC's current, active, and ongoing business operations, together with the operations of certain pending acquisitions it can demonstrate under contract, or as being work-in-progress. This plan of operations also includes collaboration with ENTI in the commerce of real estate, retail operations, and state-licensed cannabis dispensary and growing operations in California and Oregon as ENTI's doing or in association with IDGC's joint-ventures, Monochrome Corp. and Azure Blockchain Inc.
IDGC's current operations include the conduct of existing respective operations through its totally-held subsidiary, Farallon, Inc. ("Farallon"), and through Prestige Liquids, LLC ("Prestige"), Monochrome Corp. ("Monochrome"), and Azure Blockchain Inc. ("Azure").
Farallon has been in the business of marketing high-quality coffee beans from Caf La Fortuna and private labeled coffee for Harbour Trading Co. (www.harbourtrading.com), an internet-based chef-selected seafood meal service, that was listed as one of Oprah's Favorite Things on Oprah's Christmas List 2017. Harbour also services various specialty retailers and foodservice operations.
Recently, Farallon delivered a blanket asset purchase agreement with an existing quality packaging equipment company, in Addison, Illinois. That agreement represented Farallon's acquisition of the assets and existing operations at a 10,000 square-foot fully-operational facility, which includes three quality petroleum-based filling lines and one water-based filling line along with a fully-integrated laboratory. The facility also includes and tank storage. The new venture will remain under the Farallon name and Farallon projects its calendar 2018 revenue to be $1.8 million.
Farallon is also engaged in a partnership with Thompson Global Solutions, Inc. ("TGS"). TGS is the owner of the trademarked name and logo for petroleum products marketed under the Extreme brand. Farallon's participation represents an undivided 50% interest in TGS' products. The partnership between Farallon and TGS will utilize both companies' strengths. Farallon will produce and package the products, and TGS will build and maintain the e-Commerce site, as well as to further build the Extreme brand throughout North America.
Monochrome is unique and current in today's marketplace. Monochrome's business model incorporates two high-growth markets to create an exciting multi-channel business opportunity within IDGC's distribution network. This includes traditional brick-and-mortar channels as well as by Monochrome's utilization of e-commerce technologies and emerging pipelines to capitalize on the new developments in today's CBD market.
Monochrome's Board of Directors know that the CBD market is driven by health concerns and expanding product awareness. By combining the two under a single business model, Monochrome can expect to meet market demand by introducing a multitude of products. IDGC anticipates that Monochrome's initial development of a cold-brewed CBD product is to be sold in an 8.4 oz. bottle and in a 2.4 oz. "shot size" and will be a creative step in today's CBD market. Moreover, by Monochrome's exploitation of its products, it expects to attract partners for other products in the hemp and CBD channels that will expand as Monochrome's product development increases. Monochrome's Board of Directors estimate that by the company's utilization of traditional and contemporary delivery methods (through its partners, such as beverage and food distributors), will best serve its development. Monochrome's use of non-traditional distribution and delivery channels (such as brokers who will drive business in health care, universities, and health awareness markets) would be equally impressive.
IDGC's Board of Directors anticipates that Azure will in future leverage its blockchain, real estate, and business assets and relationships. Azure's development, use, and adaptation of blockchain technology is expected to be groundbreaking; principally, because blockchain technology is cryptographically secure, it shares record of transactions, and is updated by a network of computers instead of a central authority. Every transaction within the system will be secure, time-stamped, and linked with previous and subsequent transactions that can be seen by anyone with access to a given blockchain. Moreover, the technology has the potential to be ideal when it comes to simplifying complicated transactions and helping to digitally track physical assets, such as electricity, as they make their way from point A to point B. Azure's management is convinced that this potential makes the technology very attractive to large utilities and scrappy energy startups alike, because blockchain can be used to monitor energy consumption and trading alike. Moreover, Azure will incorporate technology can be used in conjunction with Internet-of-Things technology to better measure electricity usage and collect payments. I can see where this could also help consumers see where electricity is coming from and whether, for instance, it is from a renewable source. I was impressed when you told me that Azure's blockchain technology could be used by large electricity customers to help trade energy between them. It is conceivable that a factory could sell or trade its unused power to another factory that needs it.
Prestige recently teamed up with New World Sales Corp. to focus on a new premium motor oil product to be marketed to the customers and network of Glenn Electric (www.glennelectric.com) throughout North America, as well as signing a new production contract with Naturologyx, a water-based organic fertilizer.
About TGS and Squad Leaders.
Ben Thompson, TGS' CEO, is a Marine and specializes as an integrator in technology solutions systems. Throughout his various tours as in the Marine Corp, he has implemented humanitarian group-up construction projects. Now a civilian, he continues his work by hiring members of our nation's military community. TGS is an SBA-Certified Veteran Owned Small Business that actually operates as a full-service enterprise IT Solution and construction management consulting provider. TGS focuses on Health IT, testing services, and global construction management services company. TGS has capabilities ranging from integration services to advisory systems to IT strategy services. TGS, through Mr. Thompson, established Squad Leaders (www.squadleaders.org), and IRS-qualified 501(c)(3) non-profit, which is dedicated to successfully transitioning American veterans from military life back into their communities by providing high-quality career and personal mentoring, engaging community programs, and energizing social activities.
Collaborative Development with ENTI.
In addition to its existing business operations and plan of operations, IDGC has been negotiating with ENTI to collaborate on the acquisition of 15 restaurants in Utah, a hotel in Utah, and the five office buildings in Las Vegas, Nevada. Presently, IDGC and ENTI's Boards of Directors are determining the placement and allocation of the hotel, the restaurants, and the office buildings between the companies.
ENTI, fictitiously known as Carnegie Investment Corp. and, by and through its current and former subsidiaries, CyberCastingCorp.com, CybAirCorp, Encounter Technologies, Inc. (Florida), Camera Crew Inc., Entertainment Cruises International, Inc., and RTR Media Inc., is a company that formerly specialized in social media, video technology, and online streaming solutions. Since February 2017, ENTI has been in the process of effecting a corporate restructuring program; whereunder, the company is repositioning itself and discontinuing its negligible operations and disposing of its underperforming assets.
As a segment of its restructuring program, the company will be evaluating its position with respect to its joint ventures and other transactions with third-party public company affiliates. ENTI is in the process of filing certain applications and documents with various state and federal regulatory agencies and with self-regulatory agencies in order to seek the necessary approvals and effect its overall restructuring program.
During its restructuring program, the company will be introducing its new website (www.enticolorado.com) to better inform its shareholders, investors, and the public of recent and proposed recent developments; particularly, in respect of its dealings with IDGC.
The overall restructuring program is underway. To that extent, ENTI has been in negotiations with several marijuana dispensaries and grow farms in California, Oregon, and Colorado. ENTI's Board of Directors anticipates that it may partner with IDGreen Corp, an IDGC subsidiary, or with Monochrome.
Capital Requirements by the Issuers.
IDGC and ENTI, including their select respective subsidiaries, will be going to the Crowd for registered funding pursuant to the SEC's Regulation CF. Thereafter, the respective Boards of Directors of IDGC and ENTI anticipate the registration of their securities under the Securities Act of 1933 or by qualifying for an exemption under Regulation A by the end of 2018's first calendar quarter. By utilizing these methods, the companies' boards of directors desire to eliminate debt that is carried on their books and to payoff all mortgages and liens against the companies' properties, business, and assets then to-date. The companies also intend to register all of the common voting and preferred securities then issued and outstanding. It is the intent to effect the foregoing with minimum dilution to the existing shareholders of both companies.
Sebastien C. DuFort, CEO