2008 · NB Design & Licensing → Organic Alliance

Organic
Alliance

A public-company exchange, a documented public-market financing role and major beneficial ownership position, and the transition from NBDL to ORGC—reconstructed from the filed agreement, the S-1 registration statement, market infrastructure records, and contemporaneous accounts.

Record class: Public-market financing & transaction
Public symbol: ORGC (formerly NBDL)
Closing: April 29, 2008
Research status: Published archival record · Version 1.0

Enter the record

Executive Snapshot

The transaction in one view.

Operating company: Organic Alliance, Inc.
Public vehicle: NB Design & Licensing, Inc.
Exchange consideration: 9,299,972 NB common shares
Ownership after closing: Organic holders 93%; legacy NB holders 7%
Benny Doro, S-1 beneficial ownership: 2,976,732 shares · 22.8%
Evidence boundary: Financing role documented; full financing amount not attributed without further evidence

The Company

An organic-food business seeking public-market scale.

Organic Alliance described a business intended to source and distribute certified organic fruits and vegetables. The public record framed the opportunity around supply relationships, distribution, and a growing market for organic produce. This record preserves that stated strategy without treating forecasts or corporate publicity as proof of results.

Leadership

Thomas Morrison

Chief executive identified in the 2008 registration statement and contemporaneous company communications.

Leadership

James Harold Haworth

Officer and director identified in the filed public record. Exact role labels remain tied to the applicable filing date.

Public record standard

Claims remain claims

Business plans, announcements, and market descriptions are presented as contemporary company statements unless independently established.

The Public Vehicle

NB Design & Licensing carried the transaction.

The April 2008 Exchange Agreement used NB Design & Licensing, Inc. as the public-company side of the combination. At closing, NB acquired all outstanding Organic Alliance shares and issued NB common stock to the Organic shareholders.

The legal issuer changed through the transaction; the operating identity then moved into the market under Organic Alliance and the ORGC symbol.

This record calls the transaction an exchange because that is how the governing agreement describes it. It does not substitute later shorthand for the mechanics in the filed instrument.

The Exchange Agreement · primary evidence

Control changed on paper.

The agreement and S-1 describe the complete share exchange and its closing capitalization.

Filed agreement · April 2008

All Organic shares exchanged.

All 10,916,917 outstanding Organic Alliance common shares were exchanged for 9,299,972 NB common shares.

Organic shares: 10,916,917
NB shares issued: 9,299,972
Effective closing: April 29, 2008

Original SEC exhibit Exchange Agreement Organic Alliance, Inc. · NB Design & Licensing, Inc. Open preserved filing exhibit →

Closing capitalization

93% / 7%.

After closing, the filed record states that 10,000,000 common shares were outstanding: 9,299,972 held by former Organic shareholders and 700,028 held by legacy NB shareholders.

Former Organic holders93%9,299,972 shares

Legacy NB holders7%700,028 shares

Before closing, Organic was also to purchase 500,000 NB shares for $200,000 so the shares could be cancelled and retired.

Financing · documentary boundary

A required raise—with a drafting conflict.

Section 1.3 of the Exchange Agreement required Organic Alliance to raise a minimum of $200,000 in equity financing before closing. A later termination provision refers to $210,000 as the amount required under the same section.

Benny’s contemporaneous June 2008 account described him as the “financier for the public deal and possibly an advisor.” That statement supports a financing role; it does not by itself prove that he supplied the entire required financing.

Inspect the original agreement →

Benny Doro · evidence separated by type

A documented shareholder and contemporary financing participant.

Filed ownership

2,976,732 shares · 22.8%

The August 2008 S-1 beneficial ownership table identifies Benny Doro with 2,976,732 shares, or 22.8% of the 13,053,967 shares then outstanding.

Exchange allocation

674,800 successor shares traced

The exchange schedule ties 800,000 Organic shares to Benny personally and three related holders, converting into 674,800 NB shares.

Selling-shareholder table

674,800 shares offered

The S-1 lists 674,800 common shares for resale in Benny’s row. It does not explain the full difference between that block and his total beneficial ownership.

Contemporary first-person account

“Financier for the public deal”

The June 2008 account is preserved as Benny’s own statement at the time, not converted into an unsupported formal title.

Not established

No officer or director title assigned

The present evidence does not support describing Benny as an Organic Alliance officer or director.

Open evidence question

Source of the remaining beneficial block

The path from the documented 674,800 exchange allocation to the S-1’s 2,976,732 beneficial shares remains to be reconciled.

NBDL → ORGC

The public identity changed in sequence.

01Exchange signedApril 2008 · filed agreement
02Closing effectiveApril 29 · S-1 retrospective disclosure
03Company announcementMay 22 · Organic Alliance identified under NBDL
04Market identifier changedJune 11 · DTCC deletes NBDL and adds ORGC
05Contemporary accountJune 20 · transaction described as merged and trading PK:ORGC
06Registration filedAugust 13 · S-1 public record
07Registration effectiveDecember 31 · SEC effectiveness notice

Investor communications

The company met the market in Manhattan.

A contemporaneous July 16, 2008 announcement states that Thomas Morrison presented Organic Alliance to analysts and investors at the Harvard Club in Manhattan. It also announced a following presentation at the Four Seasons Hotel in Philadelphia.

This establishes the public investor-presentation activity. Jim Hock’s or Hanover’s organizing role remains firsthand recollection unless supporting material is recovered.

Verified event and venue are kept separate from the uncorroborated account of who organized the meeting.

Later public-company history · separated from 2008

The regulatory endpoint came years later.

Sept. 15, 2017SEC trading suspensionThe Commission suspended trading through September 28 because of a lack of current and accurate information and delinquent periodic reports.
April 29, 2019Registration revokedThe SEC ordered revocation of the registration of each class of registered securities.

Editorial boundaryLater corporate historyThese events occurred long after the 2008 transaction and are not attributed to Benny Doro without evidence of later involvement.2017–2019

Evidence & provenance

The record is only as strong as its source boundaries.

SEC S-1 · filed August 13, 2008 — capitalization, beneficial ownership, selling shareholders, closing history.
Exchange Agreement · SEC Exhibit 10.1 — share mechanics, financing condition, closing structure.
DTCC OTC notice · June 11, 2008 — NBDL deletion and ORGC addition.
Company announcement · May 22, 2008 — Organic Alliance operating under NBDL.
Investor presentation announcement · July 16, 2008 — Harvard Club and Philadelphia presentations.
SEC suspension order · September 15, 2017.
SEC revocation order · April 29, 2019.

Outstanding gaps: reconcile the source of Benny Doro’s full 2,976,732-share beneficial position; recover documentary support for the Jim Hock/Hanover presentation role; preserve the $200,000/$210,000 drafting conflict unless a controlling correction is found; locate the underlying June 2008 first-person source artifact for direct exhibit treatment.