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I wont knock their patents or quality of operations, but you hit the nail on the head with the DEA comment in that the bs scheduling is what is giving an overseas company first crack and control of a burgeoning American market. When you say a poor quality product, that is propaganda. Did Rick Simpson become notorious off of a poor quality product? Did Tommy Chong use sativex? Is Michael j Fox getting prescribed sativex? The countless youtube videos of people smoking joints to stop seizures? All this corporate-political back scratching is unnecessary and a doctors prescription will only hinder access to what already works but can be still analyzed to work better. Prescriptions from the people who have staunchly said this was bad for us because the DEA said so? Please. Look at the Schaffer report from Nixons time. They say they don't want Big Cannabis because they don't. They want more big pharma from other countries. After your last post I will concede the quality and entourage effect argument but the alcohol based mouth spray is still shitty. And ironically, treating epilepsy in the case of charlotte figi did not require much if any THC, so parents of those epileptic children across the country should not be being told they have to wait for legislation or move to Colorado to avoid being arrested. Caregivers that I personally know in Oregon, Michigan, and other states make analyzed CBD and THC products that work now. These state CBD laws have been typically limiting access to epileptic children via hospitals when there are countless chronic conditions that benefit from this. GW is doin what they gotta do as business is business, but our government should be ashamed as our economy needs this badly. Maybe my problem with GW is not at their core but around their periphery.
Even the 50/50 thc/cbd combo is reconstituted and in alcohol. It should all boil down to whether or not the data leads scientific experts to determine if this should be a prescription medicine or a dietary supplement. But instead it is being determined by politicians with bachelors degrees in criminal justice. Edibles, tinctures, topicals, all work better than sativex when made correctly.
The problem with GW is in its core. There are at best questionable values behind taking a chemical from its naturally phyto-reactive state and making it more expensive and less effective. Then they serve it in an alcohol base which dries and irritates the mouths of cancer patients who then get sores form the over dryness that the alcohol causes. Then consider GW completely ignoring the well documented "entourage effect" by singling out one cannabinoid so that it cannot synergistically work with the others as it was designed. GW either don't get it or don't care that their product is an over-processed American cheese to be prescribed by doctors who have never read a paragraph about the endocannabinoid system or how it requires a whole web of inter and intra cannabinoid events (some degenerate into others) in order to be balanced. The UK/GW is trying to get even with us for McDonalds. Hemp derived products (less than .3% THC) are classified as dietary supplements by the FDA. The legislative blunders are the state CBD laws that are arising. CBD is not included in the federal CSA as it only refers to cannabinols but not cannabinoids. CBD is a cannabinoid but not a cannabinol. There is a difference. I hope Rikki Lakes new documentary that is being crowdfunded on indiegogo.com will clear up some of Dr. Guptas misguidance. MJN* has been shipping CBD all over the U.S. and the rest of the world for a year now. Why did Sanjay mention patent 6630507 but not mention the fact that the NIH exclusively licensed Phytosphere (MJN*/CAN*) for the commercialization of that patent? He then moved from the patent on to GW who just happened to get a nice contact with Cuomo and NY. Food for Thought.
So why haven't they been selling them? Volume would reflect dumping...
Nice. I'm around 3mil but would like more. You have quite a lot in my book but right on...its a great play or investment, IMO.
What do you guys think the average shareholder is holding sharewise here? Any heavy hitters?
Here is an interesting piece on Revenue Recognition
http://www.sec.gov/news/speech/spch495.htm
Here is some info, it is a little outdated with the number of states, but the overall situation is the same:
Medical marijuana: Treatment of deductions for expenses in business legalized under state laws[edit]
Recently, the provisions of Internal Revenue Code section 280E are being applied by the Internal Revenue Service (IRS) to businesses operating in the medical marijuana industry. Section 280E provides:
No deduction or credit shall be allowed for any amount paid or incurred during the taxable year in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business) consists of trafficking in controlled substances (within the meaning of schedule I and II of the Controlled Substances Act) which is prohibited by Federal law or the law of any State in which such trade or business is conducted.
Even though 18 states have medical marijuana laws (and two of those states now allow marijuana to be consumed without a doctor recommendation), the IRS is applying section 280E to deny business deductions. Businesses operating legally under state law argue that section 280E should not be applied because Congress did not intend the law to apply to businesses that are legal under state law. The IRS asserts that it was the intent of Congress to apply the provision to anyone "trafficking" in a controlled substance, as defined under federal law (as stated in the text of the statute). Thus, section 280E is at the center of the conflict between federal and state laws with respect to medical marijuana.[22][23]
http://en.wikipedia.org/wiki/Taxation_of_illegal_income_in_the_United_States#Medical_marijuana:_Treatment_of_deductions_for_expenses_in_business_legalized_under_state_laws
Now that we know the new subsidiary is who is going to apply for a Frankfurt listing, the Canadian parent may or may not already have one. So, it is a possibility I guess. Coincidental timing otherwise.
I was thinking the newly formed subsidiary would need to be disclosed by the Canadian company as well but how do we know it hasn't if they did not specifically mention the company to be acquired. Also, doesn't it sound like the Canadian company will spin off the subsidiary after the AEGY acquisition but before merging with SKTO? Gotta find out who the Canadians are...
Even if it is a subsidiary of the Canadian company that is doing the acquiring?
acquired by a newly formed subsidiary of the Canadian company, which will become a reporting issuer and then will apply for trading of its common stock on a Canadian exchange.
On June 22, 2014, the Company signed a letter of intent with a Canadian reporting issuer under which the Company will be acquired by a newly formed subsidiary of the Canadian company, which will become a reporting issuer and then will apply for trading of its common stock on a Canadian exchange. A subsequent listing application also will be filed for the Frankfort exchange. The specific terms and structure of the transaction have not been finally determined and will be contained in a definitive agreement to be prepared and filed shortly.
http://www.otcmarkets.com/stock/AEGY/filings
On June 22, 2014, the Company signed a letter of intent with a Canadian reporting issuer under which the Company will be acquired by a newly formed subsidiary of the Canadian company, which will become a reporting issuer and then will apply for trading of its common stock on a Canadian exchange. A subsequent listing application also will be filed for the Frankfort exchange. The specific terms and structure of the transaction have not been finally determined and will be contained in a definitive agreement to be prepared and filed shortly.
PharmaJanes TM will act solely as an expediter and processor of the authorized orders, and Simple Prepay TM will provide the secure payment platform, while the actual fulfillment function will be done entirely within the particular collective.
In early March, 2014, we announced an agreement in principal to merge with SK3 Group, Inc. (OTC Pink: SKTO) Final terms of the merger are still being worked out and a merger agreement was signed on April 3 , 2014 . T he basic terms of the agreed merger call for SKTO and AEGY to merge into a newly formed holding company , already formed in Colorado, which will integrate the separate operations of both companies. Shareholders of each constituent party to the merger will receive shares of the new holding company, which will succeed to the SEC reporting obligation of AEGY and which will apply for a new trading symbol, a new CUSIP number, and continued electronic trading status with the Depository Trust Company. The final exchange rate for the common shares of AEGY and SKTO will be based on the volume weighted average market value of each company on the record date, which has not yet been determined.
The previously announced dividend of the 100 million shares of AEGY to be issued to SKTO will be accounted for in the merger by treating those shares as held proportionately by the SKTO shareholders as of the record date. Closing of the proposed merger will require the new holding company to register the shares to be issued in the merger to the shareholders of both AEGY and SKTO, and SKTO has retained an independent accounting firm to conduct an audit of its books as the first required step in the registration process. The audit is expected to be completed in July, 2014after which the registration statement will be filed for review by the SEC.
As a result of the merger, the Boards of Directors of the two companies will be restructured and combined into a new Board of Directors in the surviving holding company.
Financials Posted on OTC
http://www.otcmarkets.com/stock/AEGY/filings
That link that I posted was just for sharing as I thought it was relevant to the new deal. Shows everyone/anyone what parameters there are and what steps we can look for. Glow said you know your merger stuff. Looking forward to your opinion on the next announcement(s). BTW, can you tell if the acquisition corp in CO is meant as a vehicle to merge with the Canadian ticker. And what kind of corp is it? I don't know much about MnA and am trying to learn so any info is much appreciated...
Land does not have to be agriculturally zoned for you to grow indoors. There are no outdoor medical grows. I'm out of post for today.
Mining companies have land that is not in urban areas for cultivation sites. And they already have there own construction equipment, so the grow facility build outs can be easier and cheaper for them.
That company has Nick Brustore with the strawberries. That company is a younger entry into the sector but I watched him go from COI*(acquired by FNJ*) to ATTB* and now RSSF*(AFI). He is a master of vertical growing technology. He consulted for budgenius way back when too. I don't think they are the correct company anymore anyway though as AFI already has a Frankfurt ticker and the letters said one would be applied for later. Sierra is guessing.
What kind of corp. is the acquisition entity that they formed on 4/10 in CO?
Acquisition Entity
If a Canadian corporation is purchasing shares of a U.S. C corporation, a direct acquisition may be considered. However, tax effective financing (outlined below) may necessitate the formation of a U.S. C corporation to be the vehicle that purchases the shares of the target. If a C corporation is formed to purchase shares of the target (which may be a C corporation, an S corporation, or an LLC), it may be used to purchase the shares of other U.S. C corporations and would benefit from consolidated reporting for U.S. federal taxes. Direct or indirect financing to the U.S. C corporation that is the acquisition vehicle may enable interest expense relating to the funds borrowed for the acquisition to be deducted in the U.S. against U.S. income. The interest if payable to a Canadian resident shareholder will not be subject to U.S. withholding tax (either because of the portfolio interest exemption or Article XI of the Canada-U.S. tax treaty).
A C corporation should be formed where assets are to be purchased. As indicated above, a Canadian corporation should not form a U.S. LLC to act as the acquisition vehicle. In addition to its branch tax problem outlined above, the treaty would also deny reduced withholding tax rates on interest, royalties, and dividends paid by the LLC to the Canadian resident. There is also a risk of the LLC being a resident of Canada if its central management and control is exercised in Canada. The saving provision in Article IV(3)(a) of the Canada-U.S. tax treaty, which deems a corporation formed in the U.S. to be a resident of the U.S., would not apply to an LLC.
http://www.taxanalysts.com/www/features.nsf/Articles/7D5CE15BB915972085257B2C0057342A?OpenDocument
http://www.taxanalysts.com/www/features.nsf/Articles/7D5CE15BB915972085257B2C0057342A?OpenDocument
Canadian Acquisition of a U.S. Company
Canadian Acquisition of U.S. Business
http://www.taxanalysts.com/www/features.nsf/Articles/7D5CE15BB915972085257B2C0057342A?OpenDocument
A Canadian corporation may expand in the U.S. by acquiring an existing U.S. business. The issues include whether to structure the acquisition as a share purchase or an asset purchase. The objective would be to reduce Canadian and U.S. taxes on operating the business and the subsequent sale of the business. If the value of the business is not derived primarily from real estate, the subsequent sale of shares of a U.S. company would not be taxable in the U.S.
In the case of a share purchase of a subsidiary in a U.S. consolidated group, the purchaser and the vendor may enter into an election under IRC section 338(h)(10) to step up the basis of the assets in the U.S. subsidiary for U.S. tax purposes. There would be no step-up in basis for Canadian tax purposes. The bump in the cost base of the assets on election may permit losses carried forward to be offset by the gain arising on the asset basis step-up. The vendor would bear the tax. The U.S. company would have a step-up in the tax cost of the assets for U.S. tax purposes.
The U.S. vendor may wish to defer tax on the sale. For example, if real property is sold, a vendor may defer U.S. tax by taking advantage of a like-kind exchange on a sale of real property (that is, an asset sale) and by acquiring a larger property. Alternatively, the U.S. has installment sale rules that may make it attractive for the vendor to have a balance of sale. If the U.S. corporation being acquired has losses, the U.S. imposes limits on loss utilization if more than 50 percent of the shares are acquired, regardless of whether the same business continues to be carried on. The losses of the U.S. company would not be available against the Canadian profits of a Canadian corporate purchaser.
A Canadian corporate purchaser should consider the advantages of forming a U.S. or offshore holding company to acquire shares for the U.S. subsidiary or of forming a U.S. corporation to acquire assets. Care must be exercised in structuring the U.S. entity to avoid U.S. thin capitalization and earnings stripping rules. Creative financing techniques may be available and are outlined below.
A U.S. acquisition company may be used to purchase assets or shares, and it would facilitate consolidated reporting if other U.S. subsidiaries are to be formed in the future. It may also allow the sale of shares of a U.S. operating company owned by a non-Canadian company to be treated as a sale of excluded property for Canadian tax purposes.
The purchase price may be paid in cash or in stock. If a Canadian company is issuing shares to a U.S. vendor, the U.S. vendor would want to structure the transaction to take advantage of a tax-deferred transfer for U.S. tax purposes.
A U.S. tax-deferred transfer may be available for a U.S. vendor that enters into a share-for-share exchange with a Canadian company. The Canadian company must have a value in excess of the U.S. target company and have an operating history. The tax-deferred transfer may take place under IRC sections 367 and 368.
As indicated above, another factor in structuring the transaction is whether the business to be carried on will be an active business for Canadian tax purposes. If the income is likely to give rise to foreign accrual property income in Canada, it may not be advantageous to have a U.S. subsidiary, and the taxpayer should consider having a Canadian corporation acquire the assets. Note that double tax may arise if a U.S. limited liability company is the vehicle to hold assets that produce income that would be treated as FAPI.
Share Sale vs. Asset Sale
There are many factors that should be considered in determining whether to purchase shares or assets of a U.S. corporation.
If the target is a public company, it may be easier to acquire assets than shares to avoid having to make a takeover bid to acquire all the shares of the target.
The tax cost of the shares to the vendor and availability of the long-term capital gains rate to each individual vendor and the tax cost of the assets of the target may affect the pricing for the shares versus assets. An understanding of the tax consequences to the vendor of shares versus an asset sale by the U.S. entity will be relevant. A sale of assets of a C corporation, the shareholders of which are individuals, may result in double taxation (50 percent versus 20 percent federal and state tax if all individuals were to sell the shares when it qualifies as a long-term capital sale).
If an S corporation is the target, an asset sale followed by a liquidation of the S corporation would result in a single level of tax at the shareholder level. Because an S corporation may maintain its U.S. tax status only if purchased by U.S. individuals, an asset sale would be the logical alternative.
A purchaser may prefer an asset sale as a step-up in the tax cost and a tax effective allocation of the purchase price between the assets purchased may be facilitated. However, a share purchase may be easier since no allocation is required. Representations and warranties and a holdback are required as to tax filings and all liabilities (actual and possible litigation, product liability, current and past tax liabilities, environmental liabilities, wrongful dismissal, severance issues, and contingent liabilities) that are not disclosed.
A share purchase will not result in a step-up of the tax cost of the assets, including goodwill, unless an IRC section 338 election is made. An IRC section 338(h)(10) election treats the sale of shares of a U.S. company as an asset purchase.
The target company may have net operating losses that may be accessed by the purchaser on a purchase of shares of the target. NOLs can be carried forward 20 years. The use of the losses is restricted under IRC section 382 on an acquisition of control.
The target may have licenses and leases that are more easily acquired through a share purchase. A share purchase may be attractive if it avoids land transfer taxes or sales tax.
If not all assets of the target are to be sold or are not desired by the purchaser, an asset sale would be the simplest transaction. Alternatively, the purchaser may plan on purchasing the shares or all of the assets, then selling assets that aren't required. A purchase of assets would allow a more favorable price allocation to the assets to be flipped.
If a business is being purchased out of bankruptcy, the assets would be acquired.
If the vendor is to receive shares of the purchaser, a share sale may be appropriate. A tax-deferred transfer or reorganization or an up real estate investment trust structure (exchangeable shares) may be required to enable the U.S. vendor to defer tax.
If an LLC is the target, a Canadian purchaser would prefer an asset purchase or would have to either convert the LLC to a C corporation or use a C corporation to purchase the LLC. Article IV(7)(a) of the Canada-U.S. tax treaty will apply to deny treaty benefits when a Canadian company operates a U.S. business through an LLC. If the LLC is a disregarded entity for U.S. tax purposes, the U.S. will consider it a branch of the Canadian corporation. No treaty relief will be available under Article X of the treaty for U.S. business income earned by the LLC, and it will be subject to 30 percent U.S. branch tax.
Sierra probably got that off this board. AFI already has a Frankfurt listing. The letters said the Canadian ticker would apply for a Frankfurt listing after the merger. Oh sierra....
Is there a legal difference between a vending machine company collecting royalties, licensing, etc. from the sale of thc products and a website that collects those same sort of fees from routing the orders from customers to dispensaries?
Now that ERB* is fully dispensing MJ, you could say them as well. But your point is valid as it is the biggest hurdle and the most cause for doubt.
Twd in canada. Also, dixie sold thc products under the mjn* banner for quite awhile.
Twmj*, same shit
After re-reading the new vehicle description, I noticed that the Canadian company will apply for the Frankfurt listing after the merger, so it is not a Canadian ticker that currently has a frankfurt listing. Could it be ATTB*? Find out Monday I guess...
Oops correction:
The Frankfurt Stock Exchange is the world's third largest trading center for securities and Germany's largest exchange. It is responsible for 90 percent of the securities trading volume in Germany. The Exchange facilitates advanced electronic trading, settlement and information systems and enables cross-border trading for international investors.
http://www.expressipo.com/whythefrankfurt.html