Tracing the corporate web behind BC Hop Company, Flow Scientific, and Kinloch Wellness amid allegations of unpaid awards, investor deception, and asset transfers across Stewart-linked enterprises in British Columbia.
VANCOUVER, British Columbia — The questions that began with unpaid awards and deepened with family land and lender priorities now converge on a single issue: control. Who controls the assets, trademarks, and intercompany pathways that once defined the Fraser Valley hemp experiment? Who determines which creditors get paid, which brands survive, and which debts remain paper? Part Three of this continuing investigation into the corporate structure surrounding British Columbia entrepreneur Dwayne Wallace Stewart examines the network of related entities, shareholdings, and brand transfers that define what creditors now call “The Kinloch Web.”
Stewart has not been found liable in the ongoing civil claim. He and his counsel continue to dispute the allegations raised by investors, suppliers, and minority shareholders. They argue that the corporate architecture is lawful, that officers and directors approved all intercompany dealings, and that any unpaid obligations are the byproduct of market shocks, not misconduct. This release acknowledges those defenses. It also recognizes the growing call among investors for a public accounting of who owns what, how assets move, and where value resides.
Part 3: Mapping the Kinloch Web: The Ownership Maze Behind BC Hop, Flow Scientific, and Kinloch Wellness
For years, the public saw the front-facing brands: BC Hop Company Ltd., Flow Scientific Ltd., and Kinloch Wellness Ltd. Behind those names stood layered share classes, cross-pledged guarantees, and nominee structures that blurred the lines between individual and corporate interest. Each entity presented a different public image: a farm and processor, a terpene manufacturer, and a wellness brand, but all three shared overlapping leadership, intertwined finances, and common property origins in Abbotsford. The transparency now demanded by investors is not about celebrity or stigma; it is about tracing ownership to understand whether funds raised in one entity ended up fueling another.
The Structure as of 2025: A Constellation of Interlinked Companies
Documents reviewed from corporate registries, loan filings, and public exhibits show at least six active entities within what creditors collectively call the Stewart Group:
- BC Hop Company Ltd., incorporated in 2015, positioned itself initially as an agricultural processor and supplier of hops and hemp biomass. It later became the hub for contractual arrangements, including supply agreements, loan guarantees, and promissory notes.
- Kinloch Wellness Ltd., formed to develop and market consumer wellness products using CBD and hemp derivatives. It leveraged the Kinloch farm as both production symbol and brand identity.
- Flow Scientific Ltd., described in the media as a terpene producer supplying flavor profiles to licensed cannabis companies.
- Valley Hops Ltd., an affiliated entity referenced in intercompany guarantees and described as owing over $1.6 million to BC Hop as of March 31, 2020.
- The Stewart Family Trust is a holding structure cited in the 2022 Omnibus Agreement as a participant in share reorganizations and a beneficiary of intercompany debt adjustments.
- Numbered Companies, including entities tied to the Kinloch acreage and landlord rent transfers.
Each company may serve a distinct purpose. Yet the flow of funds, guarantees, and intercompany invoices suggests operational overlap so extensive that even experienced accountants have described the structure as “a hall of mirrors.” For creditors, the issue is not complexity itself, but opacity: if multiple companies claim the same cash flow, who is left holding the liability when the music stops?
Trademarks, Formulations, and the Question of Where Value Lives
Intellectual property, the recipes, brand identities, and packaging that define consumer trust, sits at the core of investor concerns. Kinloch Wellness has received international recognition, winning “Best CBD Edible” and “Industry Pioneer” awards. Flow Scientific has positioned itself as a technology partner for terpenes and sensory formulations. Both brands, however, trace their origins to BC Hop’s operations, investor funding, and use of farm-based processing facilities.
If those assets were developed with funds or resources from entities now facing unpaid awards, creditors argue, then equity value and brand rights are part of the repayment equation. The key questions are straightforward:
• Who legally owns the Kinloch Wellness trademarks and related formulations?
• Were those assets transferred at fair market value, or moved within the group as related-party assignments?
• Has any IP been pledged as collateral for new financing without notice to prior investors or award creditors?
Creditors say those answers matter because intellectual property can outlive debts and farms. Once IP is moved into a clean entity, the revenue derived from its licensing, white-label contracts, or future sales may never flow back to those owed money.
From Agricultural Roots to Corporate Abstraction
The evolution from soil to software, from hops to hemp, brought optimism. It also created a structural distance between the physical assets investors could see and the intangible assets they could not. The farm became the face, but the filings became the fortress. Investors who once drove down Cole Road to see their investment now stare at a map of entities that loop through provincial registries, loan records, and trust agreements.
That structural distance is not illegal. It is, however, precisely what regulators warn against when one operating company raises funds, another owns the trademarks, a third invoices the first, and a fourth collects rent on shared property. When cash flow flows in circles, accountability can flow out.
The 2022 Omnibus Agreement Revisited
The 2022 Omnibus Agreement among BC Hop Company, the Stewart Family Trust, and minority shareholder 1101866 B.C. Ltd. was intended to rationalize this complexity. It listed over $2.48 million in “Historical Debt,” $742,000 in “Ancillary Debt,” and created a repayment target of $1.2 million by December 31, 2022. It also contemplated future Farm Credit Canada financing and equity reorganizations. The agreement’s stated goal was to consolidate obligations and reset the group’s capital structure.
What creditors now ask is whether that rationalization ever occurred, and if not, where those debts sit today. The agreement included a crucial clause: if repayment were not made by the deadline, all previous obligations would remain outstanding. To date, no public disclosure confirms that the repayment occurred, nor that any new financing fully extinguished the historical debt.
The September 2023 Share Purchase and Debt Repayment Letter
By September 1, 2023, the group sought to close a series of concurrent transactions involving BC Hop, Kinloch, and a minority shareholder. The terms called for Kinloch to pay $2,078,000 to acquire shares and settle debt, transfer 2,000,000 shares to BC Hop, release 6,700 kg of hemp inventory, and apply a $72,000 advance subject to forfeiture. All steps were required to close together a design that assumes liquidity and perfect timing.
The deal’s complexity illustrates why intercompany settlements are difficult to unwind later. If even one step failed, all could unravel, leaving assets and obligations stranded mid-transfer. For creditors, it highlights the danger of treating share swaps as debt payments in closely held groups: without actual cash changing hands, paper satisfaction can mask continuing shortfalls.
The Directors and Decision-Makers
Registry records and past company announcements show that key officers and directors overlapped across entities. Stewart himself served as CEO or principal for BC Hop, Flow Scientific, and Kinloch Wellness at various times. Other directors included family members and close associates, occasionally acting through numbered companies or trusts.
The concern raised by minority investors is governance, not kinship. When the same individuals approve intercompany loans, lease agreements, or brand assignments across related companies, independent review is required to ensure arm’s-length fairness. To date, no independent director minutes or fairness opinions have been released publicly. Without them, even legitimate business transfers appear suspect to creditors trying to understand why certain obligations remain unpaid.
The Shadow of Secured Creditors
Behind the operational entities stand the lenders, including Farm Credit Canada and other financiers, with secured positions in land, equipment, or receivables. These secured creditors define what the companies can and cannot do with their assets. If covenants prohibit payments to unsecured parties until senior debts are paid in full, then all investors and award creditors are effectively subordinated.
That legal reality is not misconduct, but it does require transparency. If a forbearance or standstill agreement prevents payment, the affected creditors must be told so in writing. Silence breeds the impression of selective payment rather than covenant compliance.
The Intercompany Guarantee Network
At the heart of the corporate web lies the July 17, 2020, intercompany guarantee signed by Stewart. It personally guaranteed Valley Hops’ obligations to BC Hop, acknowledging a $1,663,666 balance. Subsequent correspondence and counsel letters assert that this and other transfers were legitimate payments, not diversions. Still, no public ledger reconciles how or when those balances were cleared. Forensically, that gap matters. If intercompany debts remain outstanding while external creditors are unpaid, the result is a double loss: internal obligations obscure external shortfalls.
The Flow Scientific Question
Flow Scientific, once described as a supplier of natural terpene profiles, sits at an intersection between agricultural sourcing and formulation science. Its presence in the group creates both strategic value and forensic confusion. Investors want to know whether Flow’s revenues were consolidated into BC Hop’s accounts or ring-fenced separately; whether any cross-licensing occurred; and whether payments from Flow to BC Hop were booked as income or debt repayments. Those distinctions determine not only accounting outcomes but also the recoverable assets available to creditors today.
The Kinloch Wellness Brand and the PR Divergence
Kinloch Wellness enjoyed significant positive publicity. Features in Forbes and awards at the World CBD Awards elevated its image. Yet behind that acclaim, creditors note, the companies faced enforcement actions and pending litigation. That divergence triumph abroad, tension at home has become symbolic of the broader governance question: can a company win global awards while local suppliers wait years for payment?
To resolve that tension, creditors propose a straightforward step: publish consolidated audited financial statements for all entities within the Stewart orbit, including disclosures of related-party transactions, intercompany balances, and outstanding awards or judgments. Transparency is the cheapest way to repair your reputation.
The Path Forward: Transparency as a Financial Tool
This is not a call for punishment; it is a call for daylight. If the companies are sound, transparent disclosure will prove it. If not, transparency will still be the first step toward resolution. Investors now propose three mechanisms:
- Independent Audit of Intercompany Balances. Engage a third-party accounting firm to reconcile all related-party transactions from 2018 to 2025 and issue a report showing origins, authorizations, and current status.
- Consolidated Disclosure of Secured and Unsecured Obligations. Publish a schedule showing each lender, creditor, award, or investor, the amount owed, the nature of the claim, and whether payments are current, deferred, or disputed.
- Governance Reform. Appoint at least two independent directors, unaffiliated with the Stewart family, to approve any future related-party transactions or share transfers, and commit to quarterly reporting of those approvals.
Why This Matters Beyond Abbotsford
The Stewart companies are not the first, nor will they be the last, to face capital strain amid industry contraction. But their case carries symbolic weight because it intersects community identity, agricultural heritage, and the fragile credibility of Canada’s hemp and CBD sector. Investors, farmers, and suppliers in the region once viewed BC Hop and Kinloch as proof that domestic innovation could scale ethically. Now, their fate may determine whether new investors will again trust small agricultural ventures.
What Investors Are Demanding, in Writing
- Provide current ownership tables for BC Hop, Kinloch, Flow Scientific, Valley Hops, and related entities, including percentage holdings, shareholder classes, and beneficial owners.
• Confirm whether any shares or assets have been pledged, sold, or assigned to third parties since January 1, 2023, and on what terms.
• Publish current PPSA filings for all entities, including secured lenders, dates, and collateral descriptions.
• Release audited financials for fiscal years 2022 through 2024, or commit to an audit start date.
• Clarify whether Flow Scientific revenues or IP assets were used to offset intercompany debts or were ring-fenced as independent.
• Disclose whether any investor funds or supplier payments flowed into brand marketing campaigns, sponsorships, or awards submissions while awards remained unpaid.
• Provide a board resolution timeline showing who approved foremost transactions between 2020 and 2024, and who abstained.
The Right of Reply and the Road to Resolution
As with Parts One and Two, Stewart and all affiliated entities are invited to respond in writing within seven calendar days. All verified documents, statements, or rebuttals will be published in full alongside this release. Any response may include exhibits or schedules demonstrating repayment, compliance, or legitimate business rationale. Silence will not be interpreted as guilt, but will leave the record to public filings and available evidence.
Looking Ahead: Part Four
Part Four will examine enforcement outcomes, collection attempts, and investor-led recovery strategies. It will assess whether the civil litigation and creditor coordination efforts have produced meaningful repayment, and whether regulatory or governance reforms can prevent similar situations across Canada’s hemp and CBD industries.
This is not the end of a story; it is a midpoint in an accountability process that depends on public transparency, verified facts, and timely disclosure.
For further information, contact:
[email protected]
