Wednesday, April 11, 2018 12:32:17 PM
I agree it would be a pretty blatant lie. But here is what I see.
The Wyoming name change could happen without ANY legal connection to Utopya. In other words...it could easily happen without Utopya being a subsidiary of ANDI because they used a different name and Utopya Innovations is not registered in Wyoming. I am not even sure it is registered in the US (do you know the home domicile of Utopya Innovations Inc??).
They ONLY thing that has happened per the actual Disclosures (and not what they say or how they characterize it in a PR) is that Utopya Innovations Inc. (lets assume an Ontario Corporation) bought the Preferred A from William White which made Utopya Innovations Inc the controlling shareholder of Andiamo Corp. (ANDI).
Utopya Innovations as the controlling shareholder makes Starkweather CEO and Starkweather then changes Andiamo's name to Utopya Worldwide Holdings Incorporated. But that name change does not IN ANY WAY create a reverse merger of the entities.
And for the moment and until FINRA processes a name change the ticker is still Andiamo Corp (ANDI). So the only thing that is certain is that Utopya Innovations Inc is the controlling shareholder of the public entity Andiamo Corp.
No assets have been transferred or merged, there is no "merge in or out" filings in Wyoming, and Utopya Innovations may still exist as a distinct entity in Ontario.
But whatever they want to call it, from an OWNERSHIP perspective there is nothing in any legal filing or document that shows Utopya Innovations Inc. is a "wholly owned subsidiary" of Andiamo Inc.
Reverse Mergers come with a trail of filings and documents that support the legal closing and completion of the merger.
None of those exist for ANDI other than the apparent purchase of the Pref A from White by Utopya Innovations.
So it is possible that ANDI stock is trading on the notion they own something that they actually don't...and I bet this entire issue has got the FINRA approval tied up.
And the question that one might ask is why would they do this? Simple, because Utopya has no desire to share its IP/assets with the legacy shareholders of ANDI.
But the perception will sell a lot of stock in the process and being a non-SEC reporting company they are not going to hit the SEC radar screen as quickly as a reporting ticker would.
The Wyoming name change could happen without ANY legal connection to Utopya. In other words...it could easily happen without Utopya being a subsidiary of ANDI because they used a different name and Utopya Innovations is not registered in Wyoming. I am not even sure it is registered in the US (do you know the home domicile of Utopya Innovations Inc??).
They ONLY thing that has happened per the actual Disclosures (and not what they say or how they characterize it in a PR) is that Utopya Innovations Inc. (lets assume an Ontario Corporation) bought the Preferred A from William White which made Utopya Innovations Inc the controlling shareholder of Andiamo Corp. (ANDI).
Utopya Innovations as the controlling shareholder makes Starkweather CEO and Starkweather then changes Andiamo's name to Utopya Worldwide Holdings Incorporated. But that name change does not IN ANY WAY create a reverse merger of the entities.
And for the moment and until FINRA processes a name change the ticker is still Andiamo Corp (ANDI). So the only thing that is certain is that Utopya Innovations Inc is the controlling shareholder of the public entity Andiamo Corp.
No assets have been transferred or merged, there is no "merge in or out" filings in Wyoming, and Utopya Innovations may still exist as a distinct entity in Ontario.
But whatever they want to call it, from an OWNERSHIP perspective there is nothing in any legal filing or document that shows Utopya Innovations Inc. is a "wholly owned subsidiary" of Andiamo Inc.
Reverse Mergers come with a trail of filings and documents that support the legal closing and completion of the merger.
None of those exist for ANDI other than the apparent purchase of the Pref A from White by Utopya Innovations.
So it is possible that ANDI stock is trading on the notion they own something that they actually don't...and I bet this entire issue has got the FINRA approval tied up.
And the question that one might ask is why would they do this? Simple, because Utopya has no desire to share its IP/assets with the legacy shareholders of ANDI.
But the perception will sell a lot of stock in the process and being a non-SEC reporting company they are not going to hit the SEC radar screen as quickly as a reporting ticker would.
