311 Division St. Carson City, NV 89703
(Address of principal executive offices)(Zip code)
888-648-0488
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act - None
Securities registered pursuant to Section 12(g) of the Act - Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes . No X .
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files). Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer .
| Accelerated filer .
| Non-accelerated filer .
| Smaller reporting company X .
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter:
As of November 20, 2015, based on the last reported closing price of $0.126 for the Company’s common stock on the OTC Bulletin Board interdealer quotation system on that date, the aggregate market value of the approximately 65,160,437 shares held by non-affiliates was $8,210,215.
The number of shares outstanding of the registrant’s common stock as of November 23, 2015 is 140,881,967.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K ( e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes:
None.
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EXPLANATORY NOTE
The purpose of this Amendment No. 3 is to disclose in Item 2 – Properties the material terms of the Lease Agreement between Ricardo Esparza, Lismar Properties LLC and River Ridge Sunshine Farms LLC; and the material terms of the Sublease Agreement between River Ridge Sunshine Farms LLC and Fourdub LLC.
We have also updated the signature section of this Form 10-K/A, Amendment 3, to correct the signature block of our principal executive officer, principal accounting officer and director in accordance with General Instruction D(2)(a) of Form 10-K.
This Amendment No. 3 should be read in conjunction with the Company’s Form 10-K/A, Amendment No. 2, filed on November 16, 2015.
Table of Contents to Annual Report on Form 10-K/A, Amendment No. 3
For the Fiscal Year Ended March 31, 2015
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| Page Number
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| PART I
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ITEM 2.
| PROPERTIES
| 4
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| PART IV
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ITEM 15.
| EXHIBITS
| 7
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ITEM 2 - PROPERTIES
On June 30, 2014, the Company acquired River Ridge Sunshine Farms LLC, a Washington state corporation in exchange for 62,000,000 shares. The acquisition was valued at $51,482,198, which is the closing market value of the shares of $0.83 per share on June 30, 2014, plus $22,197, which is the net book value of the assets and liabilities of River Ridge Sunshine Farms on the acquisition date. River Ridge Sunshine Farms LLC holds a 10 year lease on a 40 acre property.
The property is located in Benton County in the south-central portion of the state of Washington (see Figure 1). This region is known primarily for agricultural, in particular as a successful wine region because of its unique microclimates and soil conditions. Yakima Valley, where our property is located, was the first American Viticultural Area established within Washington State, gaining recognition in 1983.
![[f10ka3033115_10kz001.jpg]](http://www.sec.gov/Archives/edgar/data/1376316/000107878215001917/f10ka3033115_10kz001.jpg)
Figure 1: Map of Washington State highlighting Benton County
The 40 acre property is owned substantially by our Chief Operations Officer, Ricardo Esparza, who has leased it to our subsidiary for a nominal monthly fee. The principal terms of the lease agreement, attached to this Annual report as Exhibit 10-2, are as follows:
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10 year initial term, renewable for an unlimited number of subsequent 10 year terms at rates to be negotiated; and
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$1,000 per month, payable to Mr. Esparza, for each parcel subleased to licensed cannabis producers.
Thus far, our subsidiary has subleased one 3.86 acre parcel at 22604 Hosko Road in the city of Prosser to Fourdub LLC, a licensed Tier 3 Producer (see Figure 2 – following page).
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![[f10ka3033115_10kz002.jpg]](http://www.sec.gov/Archives/edgar/data/1376316/000107878215001917/f10ka3033115_10kz002.jpg)
Figure 2: Leased Land Parcels (Subleased parcel highlighted)
The principal terms of the sublease agreement, attached to this Annual report as Exhibit 10-3, are as follows:
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5 year initial term, renewable for an unlimited number of subsequent 5 year terms at rates to be negotiated;
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$2.50 per square foot per month for 21,000 square feet of garden canopy based on existing improvements and outdoor growing;
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Upon completion of greenhouse construction of suitable size to accommodate year round indoor growing, rent will increase to $9.52 per square foot per month for 21,000 square feet of garden canopy;
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If the Company fails to complete the greenhouse construction, the tenant may terminate the lease, without penalty, before the end of the initial term; and
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Payment of rent was deferred until November 1, 2015 to allow time for tenant to harvest and sell their first crop.
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The existing subleased parcel currently includes perimeter fencing, security cameras, septic system, water supply, two small greenhouses, and an administration/warehouse building. The large open space within the fenced area is used for growing outdoor s (see Figures 3, 4 & 5 on the following page). Construction of a large greenhouse, as contemplated by the sublease agreement summarized above, has not commenced as we are still seeking financing. In addition, we will be seeking legal advice to determine the impact, if any, of recent zoning changes within the county.
![[f10ka3033115_10kz003.jpg]](http://www.sec.gov/Archives/edgar/data/1376316/000107878215001917/f10ka3033115_10kz003.jpg)
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PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Number
Description
3(i)
Articles of Incorporation*
3(ii)
Bylaws*
10-1
Share Exchange Agreement dated June 30, 2014 between Ricardo Esparza and Indie Growers Association (incorporated by reference to Form 8-K filed July 2, 2014)
10-2
Lease Agreement dated May 1, 2015 between Ricardo Esparza, Lismar Properties LLC and River Ridge Sunshine Farms LLC**
10-3
Sublease Agreement dated May 1, 2015 between River Ridge Sunshine Farms LLC and Fourdub LLC with Addendum**
10-4
Convertible Debt Agreement dated April 1, 2014 between Indie Growers Association and Lexington Ridge Holdings Inc.**
21
Subsidiaries of the Registrant**
31
Sec. 302 Certification of Principal Executive Officer and Principal Financial Officer
32
Sec. 906 Certification of Principal Executive Officer and Principal Financial Officer
* Incorporated by reference to an exhibit on our Form SB-1 Registration Statement filed December 19, 2006.
** Incorporated by reference to Form 10-K/A, Amendment 2, filed November 16, 2015
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A, Amendment No. 3, to be signed on its behalf by the undersigned, thereunto duly authorized.
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| INDIE GROWERS ASSOCIATION
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Date: November 23, 2015
| | /s/ Robert Coleridge
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| Robert Coleridge
Principal Executive Officer, Principal Financial Officer, and Director
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EXHIBIT 31
INDIE GROWERS ASSOCIATION
Certification Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14
I, Robert Coleridge, certify that:
1. I have reviewed this Annual Report on Form 10-K/A, Amendment No. 3, of Indie Growers Association;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Executive Officer and Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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November 23, 2015
| /s/ Robert Coleridge
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| Principal Executive Officer and
Principal Financial Officer
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