Forte Group Holdings Inc C.FGH

Alternate Symbol(s): FGHFF

Healthcare

Forte Group Holdings Inc., formerly BevCanna Enterprises Inc., is a diversified lifestyle and wellness consumer packaged goods company. The Company, through its subsidiaries, is focused on developing, manufacturing and distributing lifestyle and wellness consumer packaged goods for in-house brands and white-label clients via a multichannel sales network. Its segments include Conventional Beverage and Ecommerce. It offers alkaline and mineralized beverages and supplements. It owns and operates around 40,000 square feet beverage manufacturing plant. It owns a naturally alkaline spring water aquifer located on site. It manufactures and markets the TRACE brand of Blackwater and alkaline waters, concentrates and shots to retailers and online across Canada. It plans to sell a range of nutraceutical health products on its e-commerce platform in the United States. The product segments cover life longevity, heart health, sleep health, brain support, general wellness and natural slimming.

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Forte Group Holdings Inc > Its about to get fun.

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Comment by shnepson Jun 28, 2021 10:45am

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Post# 33459479

RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:Its about to get fun.

 					Does Everybody Remember This? Does everybody remember the NR that stated the transaction value of what shareholders were going to be paying for the acquistition of Naturo? The Transaction The LOI provides that the Company will acquire all of the Target Securities outstanding as at the closing (the “Closing”) of the Transaction from the securityholders of the Target (the “Vendors”) in exchange for the issuance of approximately 50,000,000 common shares of the Company (each, a “Consideration Share”) to the Vendors at a deemed price of $0.40 per Consideration Share. The parties have agreed to negotiate and execute a definitive agreement in respect of the Transaction on or before January 22, 2021 which will replace and supersede the LOI. A key offtake from the NR was the final line of the paragraph in which management left it open to work behind the scenes (without investor oversight) to ultimately screw you in the end. Below shows the ultimate price paid for the $1.55M asset Naturo originally purchased (Miller Springs) and had Bevcanna shareholders build out at a cost of $9.4M (for buildings), $1.77M (for equipment), $5.5M (grow ops), all in $16.6M in improvements to Naturo's $1.55M asset. So, you would think that paying $20M for all of Naturo assets wasn't so bad. Problem is they amended the original tansaction several times until January 31st 2021 and in the end below is how much Bevcanna investors paid for Naturo (that lost $462,862 in the first quarter). (My notes are in brackets): (d) Acquisition of Naturo Group Investments Inc. On December 11, 2020, and as amended on January 31, 2021, the Company entered into an amalgamation agreement to complete the acquisition of all issued and outstanding securities of Naturo Group Investments Inc. Naturo develops and manufactures beverages and consumer products for in-house brands and private label clients and is based in BC. The acquisition closed on February 18, 2021. In accordance with IFRS 3, the substance of a transaction constitutes a business combination as the business of Naturo meets the definition of a business under the standard. Accordingly, the assets acquired and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date. The purchase price is based on managements estimate of fair value of the following transactions: a) 50,000,000 common shares of the Company were issued to the former shareholders of Naturo with a fair value of; b) The Company assumed the obligation to issue: (i) 450,000 common shares in the capital of the Company pursuant to outstanding options in Naturo exercisable at $0.25 until July 31, 2024, (ii) 26,250,000 common shares in the capital of the Company pursuant to outstanding warrants in Naturo exercisable at $0.50 until August 19, 2021, (There was only 50,000,000 shares @$0.40 for the transaction but there is more then 50% of the totals shares in warrants. How?) (iii) Such common shares in the capital of the Company as may be issuable pursuant to a convertible debenture in Naturo in the principal amount of $1,468,373 convertible at $0.40 per share, maturing on January 27, 2023 and accruing interest at an annual rate of 10% which is also convertible into shares. (These convertible debentures @ $0.40 now are gaining 10% interest for two years and there is also a promissory note that was attached Naturo from 2017. On August 5, 2017, Naturo entered into a promissory note for $2,500,000 with an effective interest rate of 8%, payable quarterly, and due on August 5, 2020. On August 5, 2020, the promissory was extended for one year. As at March 31, 2021, the outstanding balance of the loan and accrued interest was $2,518,630. The loan is secured by the land of the Company and the personal property of the CEO under the general security agreement. So technically all the land and Marcello's personal assets still belong to him and not Bevcanna shareholders.) Consideration: $ Fair value of common shares issued (50,000,000 @ $1.17) 36,398,323. (Oh my, those $0.20 shares in the transaction are now valued @ $1.17) (Ever wonder why insiders purchased an above market acquisition at $1.50? It's because their $0.40 shares got revalued to $1.17. Whoop, Whoop) Fair value of warrants 19,941,995 (Just the warrants are now valued @ $20M) Fair value of options 487,340 Remaining balance of purchased License Agreement (note 9) 9,046,361 (Remember this in the NR - "For BevCanna, the agreement will eliminate future payment liabilities under BevCanna’s current lease agreement, royalty agreement and manufacturing agreements with Naturo." That's great, what a savings for the future. But, Bevcanna shareholders have paid over $20M+ over the past two years for that lease and licence agreement ((which generated zero revenue)) and now add an additional $9M to get out of that original agreement) Total = $65,874,019 (That's right, almost $66M for the transaction). Net assets acquired: Cash and cash equivalents $7,466,585 (Don't forget Bevcanna was loaning money to Naturo) Other current assets $3,414,848 Property and equipment $10,914,182 (Naturo only paid $1.55M remainder paid by Bev shareholders) Right of use asset $15,731 Liabilities assumed (-$779,198) Debt assumed (-$4,595,897) Deferred income tax (-$3,931,378) (Merely shows Naturo has been losing money for years) Intangible asset - water source $16,272,000 (Naturo paid $1.55M for 315 acres, a ranch house and buildings,a bottling facility and apparently a $16.3M well head who's valuation was stated by a consultant that didn't have the qualifications too even make that appraisal) Intangible asset - brand $3,540,000 (For a money losing brand) Total net assets $32,316,873 (Naturo only paid $1.55M) Goodwill (note 11) $33,557,146 (Naturo that is a money losing enterprise that has been appraised by management to have a $33.5M extra thin air value) For the three months ended March 31, 2021, Naturo has contributed a net loss of $462,852 (2020 - $nil) to the consolidated statements of comprehensive loss of the Company Tranaction price for the purchase of Naturo was: $65M (+ shareholders are still paying interest on the debentures they slid in behind your back) Also need to include roughly $20M+ paid for nothing over the last two years.
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 					14 Jun 2021, 08:50
 							 
@BlizzzzyHmmm ... It's Mid June - I expect a few things soon
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 					15 Jun 2021, 19:20
 							 
@Blizzzzynothing simparticular
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 					15 Jun 2021, 19:20
 							 
@SchneppsBev can't go a week without some sort of NR, so I'm sure it's coming.
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 					16 Jun 2021, 08:02
 							 
@BlizzzzyYah all quiet over there lately. Which is ofd
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 					16 Jun 2021, 08:18
 							 
@BlizzzzyWe are 24 hours from a full week with no presser lol
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 					17 Jun 2021, 14:54
 							 
@SchneppsMight tap the forties today.
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 					18 Jun 2021, 07:58
 							 
@BlizzzzyIf it breaks 55, look out below 
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 					18 Jun 2021, 08:05
 							 
@SchneppsYou always have Latimer to keep throwing shares in for support. If they weren't here I don't know where the price might be each day.
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 					18 Jun 2021, 08:13
 							 
@SchneppsMight an interesting day today. Possibly to the upside. RBC likes Wednesdays.
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 					23 Jun 2021, 08:37
 							 
@NAI500https://www.youtube.com/watch?v=b2j1rkLdws8+
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 					23 Jun 2021, 20:50
 							 
@NAI500We are excited today to present one of the fastest growing on the CSE - #Bevcanna Enterprises (CSE:BEV, OTCQ:BVNNF, FSE:7BC). Bevcanna is an Emerging leader in innovative health and wellness beverages and products. The company develops and manufactures #cannabis-infused #beverages and consumer products for in-house brands and white label clients. BevCanna is a leader in the cannabis-infused beverage and nutraceutical industry. Based in British Columbia, Canada, BevCanna owns a pristine alkaline spring water aquifer and a world–class 40,000–square–foot, HACCP certified manufacturing facility, with a bottling capacity of up to 210M bottles annually. The company boasts strong revenue gu+ 16 more words. Click to expand
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 					23 Jun 2021, 20:50
 							 
@SchneppsAmazing that you can be "a leader in the cannabis-infused beverage industry" and have never produced and sold any beverages.
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 					24 Jun 2021, 08:47
 						 
@sediBevCanna Enterprises Inc. $BEV just filed 1 report. View full report: SEDI:BEV
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from #insiders,  					24 Jun 2021, 22:06
 							 
@Dfb89That’s the best thing you’ve ever said @schnepps 
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 					25 Jun 2021, 00:06
 							 
@SchneppsWell I see Marcello has been busy selling off his newly acquired shares again. Balance "0". We'll have to wait for the quarterlies too see how many shares he sold off but assume it was at least a couple million. Sitting at basically an inflection point here. Is 50c accumulation zone or does it break lower?
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 					25 Jun 2021, 09:19
 							 
@Blizzzzythe sell off would suggest there is still downside
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 					25 Jun 2021, 09:37
 							 
@JimBergLooks like they bought shares through warrant exercises. 
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 					25 Jun 2021, 12:42
 							 
@JimBergReported Revenues have been on an upward trend for the past 3 quarters. 630,747; 302,307; 94,010.
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 					25 Jun 2021, 12:47
 							 
@JimBerg@$0.50, not a bad time to accumulate
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 					25 Jun 2021, 12:47
 							 
@THEoneAndOnlyI have to agree.... This is going to move fast when people realize how great the company is and the people backing it 
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 					25 Jun 2021, 13:44
 							 
@Dfb89Curious in you opinion @tHEoneAndOnly, what’s so great about them? 
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 					25 Jun 2021, 13:47
 							 
@Blizzzzythey paid him to come here? I'd say the same 
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 					25 Jun 2021, 14:12
 							 
@Schnepps@JimBerg - They just paid $63M for $300,000 of extra revenue and took over $12M in loses. Not sure where your head space is there.
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 					25 Jun 2021, 15:56
 							 
@SchneppsIt's going to take an awfully long time to pay that $63M off when after ten years that's all they can generate in revenue.
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 					25 Jun 2021, 15:59
 							 
@Schnepps@JimBerg - They just paid $63M for $300,000 of extra revenue and took over $12M in loses. Not sure where your head space is there.
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 					25 Jun 2021, 16:06