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Re: None

Friday, 12/21/2012 2:47:51 AM

Friday, December 21, 2012 2:47:51 AM

Post# of 10802
WFAM(.02)...accumulated a position.....

Accumulated a position in WFAM, in anticipation of the reverse merger formally closing sometime "relatively soon". According to the merger agreement in September, an audit of the reverse merger company is being done, and once that is completed WFAM will officially take ownership. I like the stock in the 1-2 cent area as a speculative play with multi-bagger potential in 2013.

The company is late on filing its last quarterly report, so that is something to be a bit concerned about. I'm not 100% certain, but it appears the company may have quietly filed a name change amendment (from Wikifamilies to ClairNET) earlier this month (December 3). The last time I remember checking for the ClairNET name in the Nevada database nothing showed up......

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=1w2N4lbcuj8bA07KciaLpA%253d%253d&nt7=0

Share structure will be around 49M. The 75/25% ratio of the RM is unusually high, so I am assuming that management will probably receive some generous option packages at some point, or maybe something unattractive is coming down the road......

On September 7th, 2012, Wikifamilies Inc., entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET will be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd shall receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies shall acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies Inc.



WHEREAS, Clairnet must complete the audit of its financial statements which have been started and are in draft form (the “Audit”), and until such time as this audit is complete, the Transaction shall be consummated via an exclusive global licensing agreement (the “License Agreement”) which shall provide to WFAM and irrevocable and in perpetuity license (the “License”) to all of the Clairnet technologies (the “Clairnet Technologies”). The Closing Date shall be the date of the execution of the License Agreement for the purposes of this Agreement. The Second Closing Date, as defined herein, shall be subject to completion of the Audit and shall constitute the transfer of all of the Clairnet securities to WFAM with Clairnet then being a wholly owned subsidiary of WFAM;

WHEREAS all the Clairnet equity holders shall irrevocably pledge the ownership of their Clairnet shares to WFAM at the first closing with formal transfer of ownership of those shares being made on the second closing date



ClairNET is a Chinese company involved in video search engine technologies, mobile payment systems, and mobile gaming. Although the information on the company websites might be outdated or incomplete, my guess is that there might be some relatively interesting things going on now that ClairNET is being brought public.

http://www.clairnetltd.com/
http://www.clairnet.mobi/index.html

Twitter account: https://twitter.com/clairnetmobile

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