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Re: Xevian post# 128498

Thursday, 03/20/2014 9:36:33 PM

Thursday, March 20, 2014 9:36:33 PM

Post# of 146838
First, the merger will never happen - just like the merger with Medical Greens never happened or with HOTI or Eneftech.

But, the process to complete the merger is as follows - SKTO would have to have audited financials from 2009, 2010, 2011, 2012 and 2013. They will need audited financials for each of the companies plus pro forma financials showing the combined companies.

The acquiring company/company issuing the stock has to file a registration statement with the SEC for that transaction. While you can use Form S-1, the SEC has a specific form for an M+A transaction that involves stock -- that form is form S-4.

It's a very comprehensive disclosure form - requires information about each of the companies involved, information about the transaction itself (including details about how the financial terms were arrived at), and how the combined company will operate and all of the usual stuff you see in registration statements about directors, officers, compensation, stock ownership.

I would love to see a S-1 or S-4 filed with the SEC and SKTO sates they are selling marijuana and marijuana related products on the internet - it will never pass comments.

IG

It's easier to fool people than to convince them that they have been fooled

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