Humboldt Green Holdings Inc.
British Columbia / https://gohumboldtgreen.com
Overview
The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The principal business of the Issuer is intending to acquire Northcoast Horticulture Supply, Inc., a hydroponics retail chain, and its affiliated consulting partner firm, Humboldt Green LLC, as well as its events partner firm, Humboldt Green Events, LLC. All three business are US firms.
Understanding the complexities of designing and building a successful and profitable agriculture facility is often the most daunting challenge for a farmer or investor in a new facility. This is particularly true of the Cannabis industry where there aren’t many experts to call upon for professional and reliable advice.
Over the past 15 years, the Humboldt Green team has developed the experience and created the relationships necessary to help guide our customers through this complex and often times nerve-wracking process. As the industry moves toward more sophisticated and more integrated production models, working with an experienced team of professionals becomes that much more important. A successful business plan will require the expertise of numerous professionals and the Humboldt Green team gives our clients access to contractors, architects, and engineers well-seasoned in building cannabis specific facilities.
Crowdfunded Activities
Here's how HUMBOLDT GREEN HOLDINGS INC. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Legal & consulting fees - 1st and 2nd rounds | $1,000 | $50,000 |
| General Working Capital | - | $65,000 |
| Attend meetings for: ● Assessment of Target Company Management and Advisory Teams ● Marketing and Fund raising | $2,000 | $25,000 |
| Management and Consulting Fees | - | $25,000 |
| Portal Fees | $1,000 | $10,000 |
| General and Administrative (including management/portal systems) | $1,000 | $75,000 |
| TOTAL | $5,000 | $250,000 |
HUMBOLDT GREEN HOLDINGS INC.
- Company Website: https://gohumboldtgreen.com
- Head Office Address: 1100 – 1111 Melville St., Vancouver, B.C. V6E 3V6
- Company Phone No: 604-377-5781
- Company Email Address: steve@gohumboldtgreen.com
The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The principal business of the Issuer is intending to acquire Northcoast Horticulture Supply, Inc., a hydroponics retail chain, and its affiliated consulting partner firm, Humboldt Green LLC, as well as its events partner firm, Humboldt Green Events, LLC. All three business are US firms.
Understanding the complexities of designing and building a successful and profitable agriculture facility is often the most daunting challenge for a farmer or investor in a new facility. This is particularly true of the Cannabis industry where there aren’t many experts to call upon for professional and reliable advice.
Over the past 15 years, the Humboldt Green team has developed the experience and created the relationships necessary to help guide our customers through this complex and often times nerve-wracking process. As the industry moves toward more sophisticated and more integrated production models, working with an experienced team of professionals becomes that much more important. A successful business plan will require the expertise of numerous professionals and the Humboldt Green team gives our clients access to contractors, architects, and engineers well-seasoned in building cannabis specific facilities.
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Offering Document
Full legal name: HUMBOLDT GREEN HOLDINGS INC.
Head office address: 1100 – 1111 Melville St., Vancouver, B.C. V6E 3V6
Telephone: 604-377-5781
Website URL: https://gohumboldtgreen.com
Fax: N/A
Company Contact Person
Full legal name: Steve Gieder
Position held with the issuer: CEO
Business address: 1580 Nursery Way, Suite D, McKinleyville, CA 95519
Business telephone: 707-839-0245
Fax: N/A
Business e-mail: steve@gohumboldtgreen.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The principal business of the Issuer is intending to acquire Northcoast Horticulture Supply, Inc., a hydroponics retail chain, and its affiliated consulting partner firm, Humboldt Green LLC, as well as its events partner firm, Humboldt Green Events, LLC. All three business are US firms.
Understanding the complexities of designing and building a successful and profitable agriculture facility is often the most daunting challenge for a farmer or investor in a new facility. This is particularly true of the Cannabis industry where there aren’t many experts to call upon for professional and reliable advice.
Over the past 15 years, the Humboldt Green team has developed the experience and created the relationships necessary to help guide our customers through this complex and often times nerve-wracking process. As the industry moves toward more sophisticated and more integrated production models, working with an experienced team of professionals becomes that much more important. A successful business plan will require the expertise of numerous professionals and the Humboldt Green team gives our clients access to contractors, architects, and engineers well-seasoned in building cannabis specific facilities.
Management
Full legal name: Steve Gieder
Municipality of residence: Arcata, CA
Email address: steve@gohumboldtgreen.com
Position at issuer: Director and CEO
Principal occupation for the last five years: CEO
Expertise, education, and experience that is relevant to the issuer's business:
Stephen Gieder started Northcoast Horticulture Supply (“NHS”) in 2002 after studying horticulture at Williamson Trade School in Media, PA. NHS sells cultivation supplies to indoor and outdoor farmers in Humboldt County, California at its four retail locations and beyond through E-commerce. In order to get the very best product to the U.S. and deliver it at the lowest possible price, Stephen started Humboldt Wholesale, a nationwide manufacturer and distributor of specialty garden supplies. This allowed him to import from Holland the finest production nutrient line in the world, House & Garden. After nearly a decade of being the sole distributor of H&G in the U.S., Stephen purchased the company and moved manufacturing of the nutrient line to Arcata, California. Steve has always taken pride in building the local economy and continues to do so by employing over 100 talented individuals.
Number and type of securities of the issuer owned: One Class A Common Share
Date securities were acquired and price paid for the securities: 1 share @ $1.00 on January 18,2019
Percentage of the issuer's securities held as of the date of this offering document: 100%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp. (Vested.ca)
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British-Columbia, New-Brunswick, Nova-Scotia, Quebec, Saskatchewan
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any: N/A
Type Of Securities Being Issued
Type of securities being offered: Special Warrants
Voting rights: The Special Warrants do not carry the right to vote, however each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into): The Special Warrants automatically convert into common shares of the Issuer on a one to one basis upon a prospectus being filed that qualifies the special warrants.
Other:
N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
N/A
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount $5,000 50,000 Maximum offering amount $250,000 2,500,000 Price per eligible security $.10 Price per flow-through share N/A Minimum investment amount per purchaser: $100
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to HUMBOLDT GREEN HOLDINGS INC. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash. Until completion of an acquisition, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing an acquisition.
The principal business of the Issuer is intending to acquire Northcoast Horticulture Supply, Inc., a hydroponics retail chain, and its affiliated consulting partner firm, Humboldt Green LLC, as well as its events partner firm, Humboldt Green Events, LLC. All three business are US firms.
Understanding the complexities of designing and building a successful and profitable agriculture facility is often the most daunting challenge for a farmer or investor in a new facility. This is particularly true of the Cannabis industry where there aren’t many experts to call upon for professional and reliable advice.
Over the past 15 years, the Humboldt Green team has developed the experience and created the relationships necessary to help guide our customers through this complex and often times nerve-wracking process. As the industry moves toward more sophisticated and more integrated production models, working with an experienced team of professionals becomes that much more important. A successful business plan will require the expertise of numerous professionals and the Humboldt Green team gives our clients access to contractors, architects, and engineers well-seasoned in building cannabis specific facilities.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated pursuant to the Business Corporations Act of British Columbia.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
The Issuer’s articles of incorporation can be viewed at 1100 – 1111 Melville St., Vancouver, B.C. V6E3V6
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.
Total Class A Common Shares outstanding as at the date of the offering agreement is one.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
N/A
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Legal & consulting fees - 1st and 2nd rounds $1,000 $50,000 General Working Capital - $65,000 Attend meetings for: ● Assessment of Target Company Management and Advisory Teams ● Marketing and Fund raising $2,000 $25,000 Management and Consulting Fees - $25,000 Portal Fees $1,000 $10,000 General and Administrative (including management/portal systems) $1,000 $75,000 TOTAL $5,000 $250,000 Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
(a) Compensation:
a) In consideration of the Services, Issuer agrees to pay to Vested the following fees:
a) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice.
c) Compensation Fee Warrants: Issuer shall issue to Vested, at Offering Close, 150,000 Compensation Warrants (the “Warrants”). Each Compensation Warrant entitles Vested to acquire one common share of the Company at a price of $0.10 per share, exercisable on the terms and conditions set out below.
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Business Risk – The Issuer has only very recently started operations and has no history of successful investments.
Systemic Risk – The areas where the Issuer intends to focus its investments are developing at great speed and the technologies are new and changing, and competition is intense. It cannot be known which new companies will be successful and what future government regulations may be imposed or what effects they may have on the companies in which the Issuer invests.
Financing and Dilution Risks – The Issuer will need to raise additional funds to develop its business until the time that it realizes profits from its investments. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financing will be favourable. It will likely sell additional shares to raise needed funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.
Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: Director and CEO
- Municipality of Residence: Arcata, CA
- Email Address: steve@gohumboldtgreen.com
- Principal Occupation for the Last Five Years: CEO
About:
Stephen Gieder started Northcoast Horticulture Supply (“NHS”) in 2002 after studying horticulture at Williamson Trade School in Media, PA. NHS sells cultivation supplies to indoor and outdoor farmers in Humboldt County, California at its four retail locations and beyond through E-commerce. In order to get the very best product to the U.S. and deliver it at the lowest possible price, Stephen started Humboldt Wholesale, a nationwide manufacturer and distributor of specialty garden supplies. This allowed him to import from Holland the finest production nutrient line in the world, House & Garden. After nearly a decade of being the sole distributor of H&G in the U.S., Stephen purchased the company and moved manufacturing of the nutrient line to Arcata, California. Steve has always taken pride in building the local economy and continues to do so by employing over 100 talented individuals.
All Team Members & Relevant Parties
Steve Gieder
News & Updates
174% of Goal
Offering up to 2,500,000 Special Warrants at $ 0.10
Minimum Investment: $100
Funding Closed
66 Investors
This project will only be financed if at least $5,000 is raised by Apr 20, 2019
Note: All funds are expressed in Canadian dollars.