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See “Cautionary Note Regarding Forward-Looking Statements” on this prospectus. In assessing the risks beneath, you also needs to discuss with the other data contained on this prospectus, including the financial statements and the related notes, before deciding to buy any of our securities. The provisions of this Policy that apply to trading and reporting of transactions in securities apply to all transactions in 48North’s securities, including widespread shares, stock options and another securities 48North may problem from time to time (in addition to the securities of different corporations described in Section 5.4 beneath). For the yr ended September 30, 2020, the Company entered right into a 9-month consulting settlement, and as a part of that settlement for skilled services, agreed to problem a complete of a hundred,000 shares of the Company’s frequent inventory and $10,000 money compensation.
Since our widespread inventory is a penny stock, as outlined in Rule 3a51-1 under the Exchange Act, it is going to be more difficult for investors to liquidate their investment. The SEC defines “penny stock” to be any equity safety that has a market price less than $5.00 per share or an exercise value of less than $5.00 per share, subject to sure exceptions. The shares of Common Stock are lined by the penny stock rules pursuant to Rule 15g-9 underneath the Exchange Act, which impose further gross sales follow requirements on dealer-sellers who promote to persons aside from established clients and “accredited traders 5 best cbd cocktail recipes”. The term “accredited investor” refers usually to institutions with property in excess of $5,000,000 or people with a web worth in extra of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their partner. The penny inventory guidelines require a dealer-supplier, previous to a transaction in a penny inventory not in any other case exempt from the foundations, to ship a standardized danger disclosure document in a form ready by the SEC which offers information about penny stocks and the nature and degree of risks within the penny stock market.
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Although we are engaged in remediation efforts with respect to the material weaknesses, the existence of one or more materials weaknesses may result in errors in our financial statements, and substantial prices and resources may be required to rectify these or different inside control deficiencies. If we can not produce dependable financial reviews, buyers could lose confidence in our reported financial information, the market price of our frequent stock may decline considerably, we may be unable to obtain extra financing to function and broaden our business, and our business and monetary situation could possibly be harmed. We can not guarantee you that we will be able to remediate these materials weaknesses in a timely manner. This might have a material adverse impact on us, together with our popularity and talent to conduct business, the potential itemizing of our securities on the Canadian Securities Exchange (the “CSE”), our financial place, operating outcomes, profitability or liquidity or the market value of our publicly traded shares. An investment in our securities involves a excessive degree of danger. In addition to the opposite data contained on this prospectus, prospective buyers ought to fastidiously think about the next risks earlier than investing in our securities.
As part of the Acquisition, the Company assumed the obligations of 7LV with respect to the common share purchase warrants of 7LV outstanding on the closing of the acquisition, subject to appropriate changes to mirror the trade ratio. Following the completion of the acquisition, 7LV is now a completely owned subsidiary of the Company. On March 29, 2019, the Company entered right into a definitive settlement to accumulate Western Coast Ventures, Inc. (“WCV”). At the time of acquisition, WCV was a shell with cash of $2,000,000 and a 51% ownership with ILCA Holdings, Inc. (“ILCA”).
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In August 2016, the Company and sure shareholders of the Company entered right into a “Multi Party” Agreement, by which the Company became obligated to lease or purchase three separate real estate belongings, and individually, if certain events occur, additional real estate property held by entities related to those shareholders. The Agreement also offers the Company the best of first refusal relating to sure properties owned by the persons and entities affiliated with the parties of the Agreement as long as sure targets are met. In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its widespread inventory snow flurries cbd gummies as it’s currently attempting to accumulate the set of entities that embrace Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities inside the Multi Party Agreement. On September 6, 2020, the Company obtained the regulatory approval to transfer all of the licenses held underneath both CVO and Opco. Subsequently, the Company has accomplished the acquisition for the interval ended September 30, 2020, as a result, the Company is not engaged primarily in property rental operations however has taken over the operations of its primary renters, which is the cultivation, production and sale of hashish and related productions.
The dealer-supplier also should provide the shopper with current bid and offer quotations for the penny stock, the compensation of the dealer-supplier and its salesperson in the transaction and monthly account statements displaying the market value of each penny inventory held in the customer’s account. The bid and provide quotations, and the broker-vendor and salesperson compensation data, must be given to the shopper orally or in writing previous to effecting the transaction and should be given to the client in writing before or with the shopper’s confirmation. In addition, the penny stock rules require that previous to a transaction in a penny stock not otherwise exempt from these rules, the dealer-dealer should make a particular written dedication that the penny inventory is a suitable funding for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure necessities might have the effect of decreasing the level of buying and selling activity within the secondary marketplace for the securities of the company which are captured by the penny inventory guidelines. Consequently, the penny stock guidelines might have an effect on the ability of dealer-dealers to trade our securities. Management believes that the penny inventory rules could discourage investor curiosity in and restrict the marketability of our Common Stock. Research in Canada, the U.S. and internationally relating to the medical advantages, viability, safety, efficacy, dosing and social acceptance of hashish or isolated cannabinoids remains in early stages.
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As of September 30, 2020, the Company has consolidated the entities with the Opco Holdings Group and CVO as the Company has decided that they’re now materials. The Agreement also offers the Company the proper of first refusal in regard to sure properties owned by the individuals and entities affiliated with the parties of the Agreement as long as sure targets are met. As of September 30, 2020, the Company has consolidated the entities within the Opco Holdings Group and CVO as the Company has decided that they’re now material. In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its widespread stock in connection with its acquisition of Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities inside the Multi Party Agreement. In addition, the Company is also currently negotiation with the homeowners of certain properties contained throughout the Multi Party Agreement. The Company and house owners of CVO and Opco closed the Company’s acquisition of CVO and Opco on September 4, 2020.
At the time of acquisition of WCV, ILCA was also a shell with no operations, which has been issued a limited Conditional Use Permit for a Marijuana Production Facility (a “MPF”) by the City of San Diego, California, which is able to solely be granting a total of 40 MPFs. As consideration for the acquisition, the Company issued 2,500,000 shares of its common inventory, with a good worth of roughly $4.4 million or $1.47 per share, the Company’s closing inventory value on March 29, 2019. The Company recorded $2.0 million of money acquired and a $2.4 million funding in ILCA. The Company has recorded $3.eight million intangible property in reference to the acquisition of WCV and a $1.35 million non-controlling interest in reference to this acquisition. Included in Intangible assets, as of September 30, 2020, and 2019, the Company reported $1.35 million associated to this acquisition.
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Since CVO and Opco are associated to the Company, the acquisition, was not accounted for as a business mixture at honest value beneath the codification sections of ASC 805. The assets and liabilities transferred to the Company at their historical value and the Company has included the operations of Opco for all periods offered and included the operations of CVO for the period of April 1, 2020 via September 30, 2020. The Company has due to this fact recorded the par value of the shares issued of $12,500 as of September 30, 2020.
There have been comparatively few clinical trials on the advantages of hashish or isolated cannabinoids . Although we consider that the articles, reports and studies assist its beliefs regarding the medical advantages, viability, safety, efficacy, dosing and social acceptance of cannabis, future analysis and clinical trials could prove such statements to be incorrect, or could raise concerns regarding, and perceptions regarding, hashish. Given these dangers, uncertainties and assumptions, potential purchasers of our Common Stock should not place undue reliance on such articles and reports. As beforehand introduced, in February 2014, FinCEN issued the FinCEN Memo offering instructions to banks looking for to offer services to cannabis-related companies. The FinCEN Memo states that in some circumstances, it’s permissible for banks to supply providers to cannabis-associated companies without risking prosecution for violation of the Bank Secrecy Act. It refers to supplementary steerage that former Deputy Attorney General James M. Cole issued to federal prosecutors relating to the prosecution of cash laundering offenses predicated on cannabis-associated violations of the Controlled Substances Act.
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Global well being issues, corresponding to COVID-19, might additionally result in social, economic, and labor instability in the markets during which we operate. Any of those uncertainties could have a material adverse impact on our enterprise, monetary situation or outcomes of operations.
At September 30, 2019, the Company had superior funds and paid expenses on behalf of CVO in the quantity of roughly $492,000. The enterprise and activities of the company are closely regulated in all jurisdictions the place it carries on business. Laws and rules, applied typically, grant authorities businesses and self-regulatory our bodies broad administrative discretion over the actions of the company, including the facility to restrict or prohibit enterprise activities as well as impose additional disclosure necessities on our services. Achievement of our business objectives is contingent, partly, upon compliance with regulatory necessities enacted by governmental authorities and obtaining all regulatory approvals, the place needed, for the sale of our products. Similarly, we can not predict the time required to secure all acceptable regulatory approvals for its merchandise, or the extent of testing and documentation that could be required by governmental authorities. Any delays in acquiring, or failure to acquire regulatory approvals would significantly delay the development of markets and products and will have a cloth antagonistic effect on the enterprise, outcomes of operations and financial situation of the corporate. In addition, we might sooner or later determine further material weaknesses in our inner control over financial reporting that we have not discovered so far.
The Employment Agreement supplies for a base wage of $10,000 per month. Mr. Berk also received a restricted stock grant of 100,000 shares of Company common stock and choices to purchase 50,000 shares of Company widespread stock exercisable for a period of three years at an exercise value of $2.40 per share. In December 2019, an outbreak of a novel pressure of coronavirus (COVID-19) originated in Wuhan, China, and has since unfold to several other international locations, including the United States. On June 11, 2020, the World Health Organization characterised COVID-19 as a pandemic. In addition, as of the time of the submitting of this Annual Report on Form 10-K, several states within the United States have declared states of emergency, and a number of other international locations all over the world, including the United States, have taken steps to limit travel. Disruptions to our provide chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we personal, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which might have antagonistic ripple results throughout our business.
- In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its common stock as it is presently attempting to accumulate the set of entities that embody Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities within the Multi Party Agreement.
- The Agreement also provides the Company the best of first refusal concerning sure properties owned by the persons and entities affiliated with the parties of the Agreement so long as certain targets are met.
- In August 2016, the Company and sure shareholders of the Company entered into a “Multi Party” Agreement, in which the Company became obligated to lease or purchase three separate actual estate belongings, and separately, if sure occasions occur, extra actual property assets held by entities related to those shareholders.
- Subsequently, the Company has accomplished the acquisition for the period ended September 30, 2020, consequently, the Company is not engaged primarily in property rental operations but has taken over the operations of its main renters, which is the cultivation, production and sale of hashish and related productions.
On March 22, 2019, the Company entered right into a definitive settlement to accumulate South African Ventures, Inc. (“SAV”). The Company issued 8,250,000 shares of its frequent stock, with a good value of $14.025 million or $1.70 per share, the closing worth of the Company’s widespread inventory on March 22, 2019. At the time of the acquisition, SAV was a shell with no operations with $7.55 million in money, a subscription receivable of $0.7 million and a 49% ownership interest in a newly shaped entity . The Company has recorded a $5.775 million funding in fairness method investees in connection with this acquisition . As of September 30, 2019, the Company decided the funding was impaired and recorded a loss from equity methodology investees of $5.8 million on the accompanying consolidated assertion of operations. In addition, the Company impaired the subscription receivable in full.
Pursuant to the acquisition of 7LV, the Company issued 12,085,770 shares of common inventory to former shareholders of 7LV. In March 2020, the Company acquired one hundred% of the voting curiosity in Seven Leaf Ventures Corp. (“7LV”), a private Alberta corporation, and its subsidiaries, pursuant to the phrases of a share purchase agreement dated March 6, 2020. 7LV owns Foothills Health and Wellness, a medical dispensary, in the greater Sacramento, California space. In reference to the acquisition, the Company issued 12,085,770 shares of frequent stock to former shareholders of 7LV (“7LV Shares”). The Company additionally issued a substitute 10% unsecured convertible debentures within the combination principal amount of C$3,410 ($2,540 USD) (the “Replacement Debentures”), convertible into shares at a conversion value of C$1.67 per share at any time prior to May three, 2021, to former holders of unsecured convertible debentures of 7LV.
If we need to close any of our amenities or a critical variety of our staff turn into too sick to work, our production ability could possibly be materially adversely affected in a speedy manner cbd gummy sharks. Similarly, if our clients expertise antagonistic consequences due to COVID-19, or some other, pandemic, demand for our merchandise may be materially adversely affected in a fast method.
If any of the next risks truly occur, in addition to different dangers not at present identified to us or that we currently think about immaterial, our enterprise, operating outcomes and financial situation could be materially adversely affected. As a result, the trading worth of our common stock may decline, and you may lose all or a part of your investment in our frequent inventory. The dangers mentioned under also embrace ahead-trying statements, and our actual results might differ considerably from those mentioned in these forward-looking statements.
The market value of our frequent stock, like that of other early-stage cannabis-related firms, is extremely volatile and is subject to fluctuations in response to variations in working results, announcements of technological innovations or new merchandise, or different events or elements. Our inventory price can also be affected by broader market tendencies unrelated to our performance. Our authorized capital inventory consists of 300,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of most popular stock, par value $0.001 per share, the rights and preferences of which may be established once in a while by our board. As of December 23, 2020, there have been 70,534,167 shares of Common Stock and no shares of Preferred Stock issued and outstanding. This represents an immediate improve in pro forma internet tangible book worth of roughly $0.15 per share to our existing Common stockholders, and a direct dilution of approximately $0.29 per Common Share to new investors purchasing securities on this providing at the assumed public providing value.
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Pursuant to the agreement, all a hundred,000 shares of widespread inventory will be restricted securities. For the 12 months ended September 30, 2020, the Company entered right into a 9-month consulting settlement, and as a part of that agreement for skilled services cbd blog, agreed to problem a total of 350,000 shares of the Company’s common stock and $one hundred,000 money compensation. Pursuant to the agreement, all 350,000 shares of common inventory shall be restricted securities.
Cbd Combo Pack 2 As of this date, the Company has discontinued its plans to subsequently invest, operate or develop the related licensure pursuant to this project. As of September 30, 2020, the Company is primarily engaged within the production and sale of hashish, which is just legal for leisure use in 15 states and DC, with lesser legalization, similar to for medical use in an extra 20 states and DC, as of the time of those consolidated financial statements. In addition, the United States Congress has handed legislation, particularly the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has eliminated manufacturing and consumption of hemp and related products from Schedule 1 of the Controlled Substances Act. Steven Hubbard— On June 1, 2017, the Company entered into an Employment Agreement for an initial time period of 1 year, topic to automated renewals for additional one-year durations till terminated, with the remaining time period always being not lower than one year. The Employment Agreement offers for a base wage of $5,000 per thirty days. Mr. Hubbard also received a restricted inventory grant of 50,000 shares of Company widespread stock and choices to purchase a hundred,000 shares of Company common inventory exercisable for a interval of three years at an exercise value of $2.forty per share. Adam Berk—On June 1, 2017, the Company entered into an Employment Agreement for an initial time period of one yr, topic to automatic renewals for extra one-yr intervals until terminated, with the remaining term at all times being not less than one 12 months.
Get Your CBD Vape Juice To Experience The Wonders Effective the completion of these transactions, the Company will not be engaged primarily in property rental operations, but will take over the operations of its primary renters, which is the cultivation, manufacturing and sale of hashish and related productions. Because CVO and Opco are related to the Company, it is not going to be accounted for as a enterprise combination at honest worth underneath the codification sections of ASC 805. The assets and liabilities will transfer at their historical value and the company will include the operations of CVO and Opco for all durations offered and the rental revenue recorded by the Company will get rid of in full the rental expense recorded by CVO and Opco. The Company has due to this fact recorded the par worth of the shares issued of $12,500 as of September 30, 2019.
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