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WHIP THE HORSE

06/18/22 4:52 PM

#79658 RE: zombywolf #79654

This is a merger sunny.

TXTM cease to exist, comprende? It is NOW RSAMMD, and RSAMMD bring into TXTM ALL he has.Including subsidiaries and what not. EVERYTHING.

trademax42

06/18/22 5:06 PM

#79673 RE: zombywolf #79654

Read the PR zombywolf. Who is Protext president and chairman now?

Dr. Jamaloodeen, Protext President and Chairman



And he (Dr. J) controls Leeds Boerdery. This what he said:

We envision adding other assets into the operations of Protext, including our off-take agreements and present sales, with the goal of uplifting exchanges in the future.



It means some assets are already added and other assets will follow. Will wait for further details.

Also read this:

RSAMMD in Joint Venture with Leeds Boerdery, cultivated hemp and cannabis crops this past season on a combined 1000+ hectacres.

QTRADERQ

06/18/22 6:56 PM

#79750 RE: zombywolf #79654

ZOMBYWOLF, respectfully, you are over thinking this. This was a SUBSIDIARY reverse merger. The SUB is RSAMMD Acquisition LLC. It was created in Jan 2022 https://opencorporates.com/companies/us_de/6544887 and intentionally had no assets.

SUB - RSAMMD Acquisition LLC (No assets)
PARENT - RSAMMD (Has all the assets)
RM TARGET - TXTM

Subsidiary mergers are explained in this link. The purpose of a 'subsidiary merger' is to protect the buyer from the liabilities of the target company. The buyer is RSAMMD.
https://corporatefinanceinstitute.com/resources/knowledge/deals/subsidiary-merger/

After the SUB merges with TXTM, it then transfers the shell to RSAMMD (it's two simple journal entries on each entities books). Thereafter, the SUB is liquidated and all of RSAMMD's assets and liabilities (if any) are rolled into the TXTM's shell. POOF, deal is finalized.

As far as Item 3 on the 'Change of Control' filing requesting a "Description of Assets Acquired" there obviously are NONE because the SUB never had any. Therefore, "not applicable" is the appropriate answer. The SUB was created in Jan 2022 and will be liquidated shortly thereafter (for reasons stated above).
https://www.otcmarkets.com/otcapi/company/financial-report/337759/content

Lastly, what does TXTM get? They get control shares which control RSAMMD assets.

End of story.

QTRADERQ

06/18/22 6:56 PM

#79751 RE: zombywolf #79654

The "other assets" RSAMMD mentioned in their original PR will be the 1,000+ hectares owned by Leeds Boerdery. JMO

We envision adding other assets into the operations of Protext, including our off-take agreements and present sales

In regards to your other question about what does RSAMMD and TXTM get, read my prior post.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169187219