Straight from the 8k:
Individuals or companies wishing to go public usually buy insolvent companies stock tickers. It is the fastest way to get listed without doing an IPO. OKAY. Am I going too fast here? It is explained below:
Change of Control
On November 16, 2012, Mai Dun Limited, LLC, Mercia Holdings, LLC, General Hemp, LLC and Bamburgh Holdings, LLC (the “Buyers”), acquired a total of 5,000,000 shares of common stock of the Company (formerly known as Foreclosure Solutions, Inc.) from H.J. Cole, the Company’s sole director and former sole officer (“Cole”), pursuant to the Stock Purchase Agreement by and among the Buyers, Cole and the Company (the “Cole Purchase Transaction”). Concurrently with the Cole Purchase Transaction, the Buyers acquired a total of 1,979,900 shares of common stock of the Company from other shareholders of the Company in a series of private transactions (the “Non-Affiliate Purchase Transactions”). The Buyers purchased all of the 6,979,900 shares in the Cole Purchase Transaction and the Non-Affiliate Purchase Transactions for an aggregate purchase price of $375,000. Upon consummation of the transactions described above, the Buyers collectively acquired 99.7% of the total issued and outstanding shares of common stock of the Company. The funds used for these share purchases were cash loaned to each of the Buyers from Mr. Stuart Titus pursuant to the terms of individual promissory notes entered into by Mr. Titus and the sole member of each of the Buyers.
The foregoing description of the terms of the Cole Purchase Transaction is qualified in its entirety by reference to the provisions of the Stock Purchase Agreement filed as Exhibit 10.1 to the Form 8-K filed with the Securities Exchange Commission on November 30, 2012, which is incorporated by reference herein. The foregoing description of the terms of the Non-Affiliate Purchase Transactions is qualified in its entirety by reference to the provisions of the Stock Purchase Agreement (Non-Affiliate) filed as Exhibit 10.2 to the Form 8-K filed with the Securities Exchange Commission on November 30, 2012, which is incorporated by reference herein, and is representative of each agreement for each of the Non-Affiliate Purchase Transactions.
I will sum up the rest of the deal for all you people who dont understand business:
MJNA sold Phytosphere for 35 million in cash or stock to the 3 entities listed above. These 3 investors are the backers of Cannavest. These 3 investors borrowed money to buy the Foreclosure Solutions Inc from Mr. Stuart Titus. These 3 investors then put Mr. Mona over the holding company Cannavest. Cannavest does not have any employees other than Mr. Mona. They do not need any from what I understand. They are a holding company of Phytosphere. Cannavest is the same to Phytosphere as Red Dice Holdings is to Dixie. Understand. You dont hear anything from MJNA about the 110 employees of DIxie do you? Yes, they really have that many. That is how big they are.
Now for MJNA, they benefit because they have now sold a company they paid 2.5 million, for 35 million. They will most likely receive cash in addition to stock. They have released themselves from Phytospheres liabilities. They are not encumbered by Phytosphere. For their generosity of making a financing deal for the company, they have secured cheaper prices for CBD in the future. This will give Dixie better margins than competitors. Dont act like Phytoshpere doesnt actually make any oils. Do you think Dixie just says presto, and CBD comes out of thin air? If they have stock, this could be more valuable than the cash later as long as Cannavest succeeds. What happens if Cannavest cannot deliver and goes default. Then I think MJNA could foreclose on Phytosphere, and MJNA would get the company back.
Its amazing the ignorance I see here. One guy stated that the two were going to merge and wipe out investors. That absurd, ridiculous, and illegal. I dont even think there is a method to make that happen. Stupid.
The reality is Cannavest paid $375K for a company mjna paid $2.5 mil for .... the $35 mil is currently 900K soon to be 7 mil illiquid shares of FCLS .... 8 - k states Risks Related to the Ownership of Our Stock
Risks Related to Our Business
We require additional funding to continue our operations. If we do not secure additional funding, we may not be able to develop our business which will affect our ability to generate revenues and achieve profitability.
Though our common stock is quoted on the OTC Bulletin Board, trading of our stock is sporadic. This could adversely affect your ability to sell your shares and the available price for the shares when sold. You may not be able to sell your shares at your purchase price or at any price at all.
If Mr Mona doesnt deliver in a big way with millions in financing and a very large crew to grow and process 1000's of acres of hemp within next 10 months and 7 days the $35 mil could end up being worth less than $375K Cannavest actually paid.
This deal with Cannabank was entered on On December 31, 2012 according to 8 - k but as of Feb 11th there are still no Employees .... are 1000's of acres of hemp not being tended to ?? See mjna Dec 12th PR which clearly states mjna thru it Phytosphere System subsidiary 1000;s of acres are in production
As of February 11, 2013, we did not have any employees. Michael Mona, Jr., our current sole officer and director, spends about 50 hours per week on our operations. We are currently in discussions with qualified individuals to engage them for our research, development, business plan implementation and acquisition of currently operating businesses.
Bottomline is how does Cannavest take over Phytosphere and not retain any employees ?
Also the Dec 12th PR and cannavest 8-k describe indoor growing methods.... any idea how much it would cost to grow 1000;s of acres indoors with the technology described. Where on audited financials was this cost accounted for ?? No such costs were reported because if indeed they had such facilities the cost would be astronomical and mjna would likely be able to sell Phytospere Systems for $250 + mil to a real company if described facilities exisited. I could go on but I think its clear by now there is a major discrepency between mjna Dec 12th PR claims and audited financials and what is stated in this 8 - k namely no employees.
You don't sell so much product + an entire segment of your business for a company that has never done any kind of business and has a market cap of the exact amount of the supposed "revenue" from the sale. The stock has traded no more than 1,000 shares in a day for well over a year. CannaVEST deal for dummies in a nutshell... Terrible deal for shareholders and Medical Marihuana Inc. making the company look like a scam whether it is or not, should have sold for real $$$ and I would still own the stock........
you know u6n6g6awa you can write a long paragraph that 99% of people here will not comprehend but automatically assume is correct and you can cry about evil shorts but the fact of the matter is I can't name ONE legit company that used this same tactic that was not a total scam, this type of move is common for absolute scam Chinese stocks.
The share price is cratering and it's not because people do not understand the 8-K it's because people can see right through this BS
Sorry, the market has spoken and they DON'T like this.
Ya know, I just noticed you brought up scam Chinese stocks. Didnt Seeking Alpha and "Alfred Little" get sued by Deer Consumer Products Inc. and Sino Clean Energy Inc. for stock manipulation awhile back? Yes, they did. Hmmmmm. Do tell. Putting yourself out there aren't you?
Its not cratering because of the 8k. Its cratering because of the fear monger who are distorting the truth about what the 8k is. If you are an investor, then you should be here. If you are the opposite then you should be doing something else with your free time. Agreed. That is unless you want the stock to go down more. Anybody with any business knowledge, would not short this stock from these levels, unless they have absolute proof of their accusations, or they are sure that it will go down because they are actively manipulating it. You have no proof of anything illegal, so..........
What a load of garbage. I almost could not complete the reading because I was laughing so hard! Which companies buy insolvent companies to get listed quickly on the exchanges; other scams/fraud companies. I dare you to list one reputable company which has used this method to list on the exchange. All the smoke and mirriors will not hide the truth. This is a PUMP and DUMP.
Sentiment: Strong Sell
Let me see .... $375,000 paid for 6,979,000 shares = $.053/share.
Why is Cannavest priced @ $5/share with no volume?
How will Cannavest ever pay MJNA the $35M? In stock worth nothing if $35M worth was to be put on the market.
How will the write down of the COG be handled when MJNA uses the oil vaulued at an arbitrary cost of $35m? On what basis was the $35M determined?
And so on ........ you gotta be kidding! If Cannavest was a real company and had $$$ and traded thousands of shares daily ... maybe.
Great explanation of you don't understand a balance sheet!
Sentiment: Strong Sell
More like a great understanding of you not knowing how to read an 8k or what information you should be privy to. Maybe you should go get a job at MJNA so you can find out how Phytosphere and its assets were evaluated. That is insider information and is only open to speculation unless they choose to disclose it. They are not required to do so. They only have to tell us the price and details of the transaction that effect shareholders. And turning over 2.5million to 35 million is extremely good. I assume you can count so you should understand that right? Sounds like you have no experience with shell buyouts either. I will not cater to your stupidity any more. I am done with you.
I penned an opinion piece about a week ago and would like to weigh in on the recent debate:
Clearly, although Forclosure Solutions' shares are "priced" at $5.00- due to the lack of volume and trading, they are highly illiquid. H.J Cole knows that although the price is $5.00, he will never be able to actually execute a substantial volume at that level. He also knows that his company is now defunct, not even functioning. His company will now be a shell for MJNA, and assist it in its goal of becoming uplisted. In turn for CannaVest taking over all of Cole's shares, he was happy to take a lump sum of $375,000 and move on from FCLS.
Now CannaVest, with its 4 subsidiary companies that funded its creation, will essentially run PhytoSphere. PhyoSphere=CannaVest. The fact that CannaVest has 1 employee is not material-- It holds the other 4 companies, all of which have employees. The revenue streams run from PhytoSphere's operations, to CannaVest, and in turn to MJNA (and you & I), as a large/majority share holder. It sheds PhytoSphere's liabilities while maintaining a revenue generation position in the business practices.
In terms of payment to MJNA for the deal in general, it is pretty simple. The total "bill" for the deal is 35M. This deal will be paid incrementally throughout 4 years, which has been detailed in articles already. This will be in stock or cash. For all of you saying that the stock is worthless, please stop spreading nonsense. Because of the stipulation that all of MJNA's owned shares must occur in value between 4.50 and 6.00-- Shares will be issued in a manner that satisfies this requirement. Consdering PhytoSphere is already a profitable and lucrative business venture of MJNA, it is very reasonable to assume that it will be a viable company and will produce revenue, etc. MJNA will incrementally receive their 35M in stock and cash throughout the next 4 years. It is represented in the projection for 2013 because that is when the first payment is due.
To all the longs out there, do not get scared by the bashing or by the negativity. I hope Tripp's interview tonight put everyone at ease. This is a viable company with a lot of room to grow and a lot of functioning revenue streams (which is more than can be said for any other MJ stock out there). It is severely discounted right now due to wavering confidence in the management (which is sound) and the financials (which are stellar).
I will be loading up tomorrow either at the open, or early in the morning once the early action settles in. I recommend doing the same. Long term this is still the best play in the industry, and the best infant industry in the market.
I would like to provide you a link to the whole set of forms here but yahoo being a piece of #$%$, will not let me. Just google cannavest 8k, should be the third one down on the list. You will have all 4 forms to look through.
Dont listen to all the BS. Its only there to trick you into selling your shares to justify the naked shorting they are doing right now. If we can hold our shares, they will not have enough to cover with, and their actions will stick out like a sore thumb when the investigation starts. GLTA.