Ontario · CCAA
Motion Record of the Applicants dated January 11, 2024 returnable January 12, 2024
Application / notice of application · 11 January 2024
AI summary
A plain-English summary drawn only from this filing: what it is, why it matters, and the parties, amounts and dates it turns on.
What we verified from this filing8 verified
- financial positionnote: Total assets breakdown: current assets ~$22,486,000, non-current assets ~$5,666,000 (page 47); total liabilities breakdown: current ~$8,034,000, non-current ~$4,546,000 (page 48-49); figures include $10,317,000 current and $3,346,000 non-current assets, and $1,996,000 current and $852,000 non-current liabilities attributed to non-Applicant HCSC and subsidiaries · page: 48 · as at: 2023-06-30 · basis: Consolidated audited financial statements for fiscal year ended June 30, 2023 (Exhibit J); figures stated as approximate by the affiant · scope: Consolidated - the Applicants (Humble & Fume Inc. (Ontario), Humble & Fume Inc. (Manitoba), B.O.B. Headquarters Inc., Fume Labs Inc., Humble Cannabis Solutions Inc., PWF Holdco Inc., Windship Trading LLC) inclusive of non-Applicant HC Solutions of California, LLC (HCSC) and its subsidiaries · currency: CAD · total assets: 28152000 · total liabilities: 12850000
- secured creditorsnote: Convertible debentures issued June 13, 2023 in aggregate original principal of $1,540,000; outstanding balance as of Dec 31, 2023 (including accrued interest) is $1,622,987 · page: 51 · as of: 2023-12-31 · amount: 1622987 · debtor: Humble & Fume Inc. (Ontario) · creditor: Debenture Holders (Collateral Agent: Green Acre Capital Fund II (Canada) Sidecar LP) · currency: CAD · security: Pari passu charge against all present and after-acquired property of Humble Parent; subordinate to DGC Security per subordination agreement
- secured creditorsnote: Senior secured creditor; DGC Loan Agreement dated Sept 1, 2022, matures Sept 2, 2024; $2,000,000 is the maximum committed principal, not the outstanding balance · page: 51 · as of: 2023-09-30 · amount: 2061153 · debtor: Humble & Fume Inc. (Ontario) (borrower), guaranteed by Humble & Fume Inc. (Manitoba), PWF Holdco Inc., Windship Trading LLC, B.O.B. Headquarters Inc., Fume Labs Inc., Humble Cannabis Solutions Inc. · creditor: DGC Investments Inc. · currency: CAD · security: First-ranking charge on all present and after-acquired property of Humble Parent and guarantors (subject to RBC Registration on Humble Parent); pledge of 100% shares of Humble Manitoba (by Humble Parent) and 100% shares of Fume Labs, HCS, BOBHQ, PWF Holdco (by Humble Manitoba); facility limit $2,000,000 (not a balance)
- secured creditorsnote: Blanket all-property registrant (also landlord under Kyle Facility lease); no amount stated · page: 52 · debtor: Windship Trading LLC · creditor: Hays Commerce Center 3 & 4, LLC (Kyle Landlord) · security: UCC registration dated October 17, 2023 covering all of Windship's goods, inventory, equipment, fixtures, furniture, improvements, chattel paper, accounts, intangibles, and proceeds located at the Kyle Facility
- secured creditorsnote: Two card balances as of 2024-01-03 not summed: CAD card $25,301.85; USD card $51,119.09 · page: 52 · as of: 2024-01-03 · debtor: Humble & Fume Inc. (Ontario) · creditor: Royal Bank of Canada · currency: CAD · security: Ontario PPSA registration dated November 8, 2021 against two RBC credit cards issued to Humble Parent; collateral is a $50,000 USD 60-day term deposit and a $70,000 CAD 1-year Guaranteed Investment Certificate
- secured creditorsnote: HST owing for November 2023; deemed-trust class; awaiting processing of November HST return · page: 52 · as of: 2023-11-30 · amount: 120.4 · debtor: B.O.B. Headquarters Inc. · creditor: Canada Revenue Agency (HST - BOBHQ) · currency: CAD
- secured creditorsnote: Per HCS's CRA account; deemed-trust class; disputed/under investigation by HCS, which intends to pay if the amount is confirmed · page: 52 · amount: 40000 · debtor: Humble Cannabis Solutions Inc. · creditor: Canada Revenue Agency (HST - HCS) · currency: CAD
- secured creditorsnote: Aggregated serialized-equipment financiers; no balance amounts stated · page: 52 · debtor: Windship Trading LLC · creditor: PPSA equipment financiers (PMSI class): Toyota Industries Commercial Finance, Inc.; Geneva Capital, LLC · security: UCC registrations on serialized equipment: Toyota Industries (two forklifts, registered March 13, 2019 and May 9, 2019); Geneva Capital (engraving laser, camera system, air compressor, registered January 29, 2021)