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wingnut2tight

10/03/14 3:32 PM

#38180 RE: Indica #38179

DEFINITION OF 'WHOLLY OWNED SUBSIDIARY'
A company whose common stock is 100% owned by another company, called the parent company. A company can become a wholly owned subsidiary through acquisition by the parent company or spin off from the parent company. In contrast, a regular subsidiary is 51 to 99% owned by the parent company. One situation in which a parent company might find it helpful to establish a subsidiary company is if it wants to operate in a foreign market. This arrangement is common among high-tech companies who want to retain complete control and ownership of their technology.

INVESTOPEDIA EXPLAINS 'WHOLLY OWNED SUBSIDIARY'
Wholly owned subsidiaries allow the parent company to retain the greatest amount of control, but also leave the parent with all the costs and risks of full ownership. When a lesser number of costs and risks are desirable, or when it is not possible to obtain complete or majority control, the parent company might introduce an affiliate, associate or associate company in which it would own a minority stake.
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Maria56

10/03/14 4:14 PM

#38195 RE: Indica #38179

The April 29th PR states

Under the terms of the agreement Emerald Med Farms will continue to operate as an independent organization under the current management as a wholly owned subsidiary of QED Connect. Emerald Med Farms will receive 10,000,000 shares (restricted stock) of QED Connect. Additional information of the terms of the transaction will be released in the corporate flings.


(Amusingly, the Q2 filings (there are SIX, lOl, must be a record!) say 11,000,000 shares, but since none were transferred to EMF according to the same filing, I suppose it doesn't matter.) So, EMF is both "an independent organization" AND "a wholly owned subsidiary"! This from a company who lists not one, but FIVE law firms on its OTCMarket Company Information page.

However, the Q2 filings do, sort of, define the relationship, if one speaks Makmannese. I don't think I would quote this passage as proof of anything. It is a garbled mess.

The management has the option to re-purchase up to 80% of the shares of Emerald Med Farms Inc. after 2 years after meeting the agreed to operational plan for revenue and resulting income, and realizing an agreed to return on investment from net operations. The company will be a wholly owned subsidiary of QED Connect, Inc.


As I wrote back in August:

The management? Whose management?

"after 2 years after meeting"?? Does that mean 2 years from "now" provided the "agreed to" plan is met? Or 2 years after that?

If 2 years from "now," is "now" the date of the signing (April 2014) or the date of the closing (Unstated and therefore hasn't happened)??

Who is meeting what agreed to operational plan for revenue and resulting income? (And, whoops, "resulting income" is PROFIT for a corporation and here we go again, THEY CAN'T SELL WEED FOR PROFIT!!!)

As the saying goes, garbage in, garbage out.