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Art Vandeley

02/17/13 5:00 PM

#4021 RE: newmedman #4020

and now they have a revenue producing asset that MJNA will own a majority share.
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newmedman

02/17/13 5:01 PM

#4022 RE: newmedman #4020

MJNA will shell out big money... or shares...

On February 4, 2013, we entered into an agreement with Medical Marijuana, Inc. (MJNA.PK) whereby Medical Marijuana, Inc. agreed to purchase from the Company either directly, or through one or more of its subsidiaries, up to $15,000,000 of its requirements for raw hemp product. The purchase price will be $25,000 per kilo of product until the time its aggregate purchases equal $7,500,000, at which time the per kilo price will be adjusted to $10,000 per kilo until an aggregate of $15,000,000 in purchases from the Company. At that time, the parties intend to negotiate a new agreement for supplying Medical Marijuana, Inc. with its purchase requirements.



in return for shares...
The Purchase Agreement requires payment as follows: (a) $4,500,000 on or before January 31, 2013; (b) $6,000,000 on or before March 30, 2013; (c) $8,000,000 on or before June 30, 2013; (d) $10,000,000 on or before September 30, 2013; and $6,500,000 on or before December 31, 2013. For any installments paid by the issuance of stock, the number of shares of stock issuable by the Company is determined by reference the closing price of our common stock on the day prior to issuance. The price is subject to a “collar”, whereby in no event will the shares issuable pursuant to the Purchase Agreement be priced at more than $6.00 per share, and in no event will the shares be priced at less than $4.50 per share.

PhytoSPHERE is a Delaware limited liability company owned by Medical Marijuana, Inc. (MJNA.PK), an Oregon corporation, and Hemp Deposit and Distribution Corporation, a Delaware corporation. Our Chief Executive Officer and sole member of our Board of Directors, Michael Mona, Jr., owns and/or controls approximately 37,337,000 shares of common stock of Medical Marijuana, Inc., which represents approximately 4% of the issued and outstanding shares of the capital stock of Medical Marijuana, Inc. as of February 11, 2013. Mr. Mona does not hold any management position with Medical Marijuana, Inc. or serve on its board of directors, nor has he held any such position previously. Mr. Mona neither owns shares in, nor serves Hemp Deposit and Distribution Corporation in any capacity, nor has he done so previously.

On January 29, 2013, the Company issued to PhytoSPHERE 900,000 shares of the Company’s common stock in satisfaction of its first payment obligation due under the Purchase Agreement. The shares represented 11.4% of the issued and outstanding share of the Company’s common stock as of February 11, 2013, and were calculated based on a price per share of the Company’s common stock of $5.00 pursuant to the terms of the Purchase Agreement.

The foregoing summary description of the terms of the Agreement for Purchase and Sale of Assets may not contain all information that is of interest to the reader. For further information regarding the terms of the Purchase Agreement, this reference is made to such agreement, which is filed hereto as Exhibit 10.3, and is incorporated herein by this reference.


the beauty of it is that they are all the retail investors that put a value on the shares...
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On2_addict

02/17/13 5:03 PM

#4023 RE: newmedman #4020

This is 4% of the total o/s. Next you have MJNA in a growth mode unparelled since the dot.com era to the tune of 1000%+ on a y/y basis with a slew of products flying off the shelf and lot more scheduled for release soon. What better way than doing an IPO on a spin-off and receive the funds needed to finance and grow hemp. Look at all divisions and not a single division partner of MJNA is the majority holder. At this point they will own over 50% of Cannavest after the IPO and have funds to establish the anticipated growth which is absolutely incredible. Obviously by the terms of this agreement no shares will be less than $4.50 or more than $6.00 andagain IMO, the demand for an IPO of 2-3 Mil shares would give them an additional $15 Mil in revenues to buy and grow the hemp. Also within the fine print they are in discussions to secure a hemp production facility within the State of Colorado.

In addition, we are currently in early discussions to secure a hemp oil production facility in the State of Colorado. The State of Colorado Constitutional Amendment 64 (passed November 6, 2012) supports the planting of a hemp crop as early as the spring of 2013. We are also exploring other national and international hemp business opportunities and acquisitions. Major areas of future interest include hemp based textiles, building materials, bio-fuels, paper, bio-plastics, livestock feed/bedding as well as consumer personal care products. There is also a significant market within the pharmaceutical industry for medical-grade hemp and medical cannabis products.
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Art Vandeley

02/17/13 5:26 PM

#4025 RE: newmedman #4020

Seems to be similar to another companies deal of selling assets to another public company in return for shares and or cash.