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See “Cautionary Note Regarding Forward-Looking Statements” on this prospectus. In assessing the dangers under, you should also check with the other info contained on this prospectus, including the monetary statements and the related notes, before deciding to purchase any of our securities. The provisions of this Policy that apply to buying and selling and reporting of transactions in securities apply to all transactions in 48North’s securities, together with widespread shares, inventory options and some other securities 48North may concern every so often (as well as the securities of different firms described in Section 5.4 below). For the 12 months ended September 30, 2020, the Company entered into a nine-month consulting settlement, and as a part of that settlement for professional services, agreed to issue a total of a hundred,000 shares of the Company’s common stock and $10,000 cash compensation.
Since our widespread stock is a penny stock, as defined in Rule 3a51-1 under the Exchange Act, will probably be harder for investors to liquidate their investment. The SEC defines “penny stock” to be any equity safety that has a market value lower than $5.00 per share or an train worth of less than $5.00 per share, subject to certain exceptions. The shares of Common Stock are covered by the penny inventory rules pursuant to Rule 15g-9 beneath the Exchange Act, which impose additional sales apply requirements on dealer-sellers who sell to individuals aside from established prospects and “accredited traders cbd cocoa quinoa bites”. The term “accredited investor” refers usually to establishments with belongings in excess of $5,000,000 or individuals with a web price in excess of $1,000,000 or annual earnings exceeding $200,000 or $300,000 collectively with their spouse. The penny stock rules require a broker-dealer, previous to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized danger disclosure document in a kind prepared by the SEC which provides details about penny shares and the nature and level of dangers in the penny inventory market.
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Although we are engaged in remediation efforts with respect to the fabric weaknesses, the existence of one or more material weaknesses could end in errors in our financial statements, and substantial costs and assets may be required to rectify these or different inner management deficiencies. If we cannot produce dependable financial reports, traders might lose confidence in our reported financial data, the market worth of our common inventory could decline considerably, we may be unable to acquire additional financing to function and increase our enterprise, and our business and monetary situation might be harmed. We can not assure you that we will be able to remediate these materials weaknesses in a timely method. This might have a cloth adverse impact on us, including our reputation and ability to conduct enterprise, the potential listing of our securities on the Canadian Securities Exchange (the “CSE”), our financial place, working results, profitability or liquidity or the market worth of our publicly traded shares. An funding in our securities entails a high degree of danger. In addition to the other info contained in this prospectus, prospective investors ought to fastidiously contemplate the next dangers earlier than investing in our securities.
As a part of the Acquisition, the Company assumed the obligations of 7LV with respect to the widespread share buy warrants of 7LV excellent on the closing of the acquisition, topic to applicable changes to replicate the exchange ratio. Following the completion of the acquisition, 7LV is now an entirely owned subsidiary of the Company. On March 29, 2019, the Company entered right into a definitive agreement to accumulate Western Coast Ventures, Inc. (“WCV”). At the time of acquisition, WCV was a shell with cash of $2,000,000 and a fifty one% ownership with ILCA Holdings, Inc. (“ILCA”).
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In August 2016, the Company and certain shareholders of the Company entered right into a “Multi Party” Agreement, during which the Company grew to become obligated to lease or acquire three separate actual property belongings, and individually, if sure occasions happen, additional real estate belongings held by entities related to these shareholders. The Agreement also gives the Company the right of first refusal relating to certain properties owned by the individuals and entities affiliated with the events 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 stock cbd capsules energy formula as it’s at present attempting to amass the set of entities that include Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities within the Multi Party Agreement. On September 6, 2020, the Company received the regulatory approval to switch all the licenses held beneath each CVO and Opco. Subsequently, the Company has accomplished the acquisition for the interval ended September 30, 2020, as a result, the Company is no longer engaged primarily in property rental operations however has taken over the operations of its primary renters, which is the cultivation, production and sale of cannabis and associated productions.
The broker-dealer additionally must provide the shopper with current bid and supply quotations for the penny stock, the compensation of the dealer-dealer and its salesperson within the transaction and monthly account statements showing the market worth of each penny stock held within the buyer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, have to be given to the customer orally or in writing prior to effecting the transaction and must be given to the shopper in writing earlier than or with the client’s confirmation. In addition, the penny stock rules require that previous to a transaction in a penny inventory not in any other case exempt from these rules, the broker-dealer must make a special written willpower that the penny stock is a suitable funding for the purchaser and obtain the purchaser’s written settlement to the transaction. These disclosure requirements might have the effect of reducing the level of buying and selling activity within the secondary market for the securities of the corporate that are captured by the penny inventory guidelines. Consequently, the penny inventory rules may have an effect on the flexibility of broker-sellers to trade our securities. Management believes that the penny inventory rules could discourage investor interest in and restrict the marketability of our Common Stock. Research in Canada, the U.S. and internationally concerning the medical benefits, viability, security, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids stays 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 because the Company has decided that they’re now material. The Agreement additionally gives the Company the best of first refusal in regard to certain properties owned by the individuals and entities affiliated with the events of the Agreement as long as certain targets are met. sunmed cbd vape tincture As of September 30, 2020, the Company has consolidated the entities inside the Opco Holdings Group and CVO because 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 common stock in reference to its acquisition of Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities throughout the Multi Party Agreement. In addition, the Company can also be presently negotiation with the homeowners of sure properties contained inside the Multi Party Agreement. The Company and 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 only be granting a complete of forty MPFs. As consideration for the acquisition, the Company issued 2,500,000 shares of its widespread inventory, with a good value of roughly $four.four million or $1.forty seven per share, the Company’s closing stock price on March 29, 2019. The Company recorded $2.zero million of cash acquired and a $2.four million investment in ILCA. The Company has recorded $three.eight million intangible belongings in reference to the acquisition of WCV and a $1.35 million non-controlling interest in reference to this acquisition. Included in Intangible belongings, as of September 30, 2020, and 2019, the Company reported $1.35 million related to this acquisition.
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Since CVO and Opco are associated to the Company, the acquisition, was not accounted for as a enterprise mixture at honest value beneath the codification sections of ASC 805. The assets and liabilities transferred to the Company at their historical price and the Company has included the operations of Opco for all periods presented and included the operations of CVO for the period of April 1, 2020 by way of September 30, 2020. The Company has subsequently recorded the par worth of the shares issued of $12,500 as of September 30, 2020.
There have been relatively few medical trials on the benefits of hashish or isolated cannabinoids . Although we believe that the articles, reviews and studies help its beliefs concerning the medical advantages, viability, security, efficacy, dosing and social acceptance of cannabis, future analysis and medical trials might prove such statements to be incorrect, or might increase concerns regarding, and perceptions regarding, hashish. Given these risks, uncertainties and assumptions, prospective purchasers of our Common Stock shouldn’t place undue reliance on such articles and stories. As previously introduced, in February 2014, FinCEN issued the FinCEN Memo providing instructions to banks looking for to provide companies to hashish-related companies. The FinCEN Memo states that in some circumstances, it’s permissible for banks to supply services to cannabis-associated businesses without risking prosecution for violation of the Bank Secrecy Act. It refers to supplementary steering that former Deputy Attorney General James M. Cole issued to federal prosecutors regarding the prosecution of money laundering offenses predicated on cannabis-related violations of the Controlled Substances Act.
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Global health considerations, such as COVID-19, could additionally end in social, financial, and labor instability within the markets by which we function. Any of those uncertainties could have a cloth adverse effect on our business, monetary condition or outcomes of operations.
At September 30, 2019, the Company had superior funds and paid bills on behalf of CVO in the quantity of roughly $492,000. The enterprise and activities of the corporate are heavily regulated in all jurisdictions the place it carries on enterprise. Laws and rules, utilized typically, grant government companies and self-regulatory bodies broad administrative discretion over the activities of the corporate, including the facility to limit or prohibit business activities in addition to impose additional disclosure requirements on our products and services. Achievement of our enterprise goals is contingent, partially, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, the place needed, for the sale of our merchandise. 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 may be required by governmental authorities. Any delays in acquiring, or failure to obtain regulatory approvals would significantly delay the event of markets and merchandise and will have a material adverse effect on the business, outcomes of operations and financial condition of the corporate. In addition, we could in the future determine additional materials weaknesses in our inside control over monetary reporting that we have not discovered thus far.
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The Employment Agreement supplies for a base salary of $10,000 per month. Mr. Berk also obtained a restricted stock grant of 100,000 shares of Company widespread stock and options to buy 50,000 shares of Company widespread inventory exercisable for a period of three years at an exercise price of $2.40 per share. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other international locations, together with the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, a number of 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 enterprise operations disruptions to our retail operations and our capability to gather hire from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or clients’ products, any of which may have adverse ripple results throughout our business.
- In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its frequent inventory as it’s currently trying to acquire the set of entities that embrace Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities within the Multi Party Agreement.
- The Agreement also offers the Company the right of first refusal concerning sure properties owned by the persons and entities affiliated with the parties of the Agreement as long as sure targets are met.
- On September 6, 2020, the Company obtained the regulatory approval to switch all the licenses held under each CVO and Opco.
- 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 acquire three separate actual estate belongings, and individually, if sure events occur, additional actual estate assets held by entities related to these shareholders.
On March 22, 2019, the Company entered right into a definitive agreement to amass South African Ventures, Inc. (“SAV”). The Company issued 8,250,000 shares of its widespread inventory, with a fair worth of $14.025 million or $1.70 per share, the closing worth of the Company’s frequent stock on March 22, 2019. At the time of the acquisition, SAV was a shell with no operations with $7.fifty five million in cash, a subscription receivable of $0.7 million and a forty nine% ownership interest in a newly shaped entity . The Company has recorded a $5.775 million investment in equity method investees in connection with this acquisition . As of September 30, 2019, the Company determined the funding was impaired and recorded a loss from fairness technique investees of $5.eight million on the accompanying consolidated statement of operations. In addition, the Company impaired the subscription receivable in full.
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Pursuant to the acquisition of 7LV, the Company issued 12,085,770 shares of common stock to former shareholders of 7LV. In March 2020, the Company acquired a hundred% of the voting interest in Seven Leaf Ventures Corp. (“7LV”), a personal Alberta corporation, and its subsidiaries, pursuant to the terms of a share purchase settlement dated March 6, 2020. 7LV owns Foothills Health and Wellness, a medical dispensary, in the higher Sacramento, California area. In reference to the acquisition, the Company issued 12,085,770 shares of common stock to former shareholders of 7LV (“7LV Shares”). The Company also issued a alternative 10% unsecured convertible debentures within the combination principal quantity of C$3,410 ($2,540 USD) (the “Replacement Debentures”), convertible into shares at a conversion worth of C$1.sixty seven per share at any time prior to May three, 2021, to former holders of unsecured convertible debentures of 7LV.
If we need to shut any of our amenities or a important number of our employees become too ill to work, our production capability could possibly be materially adversely affected in a fast manner cbd isolate. Similarly, if our prospects expertise antagonistic penalties as a result of COVID-19, or another, pandemic, demand for our products may be materially adversely affected in a speedy method.
If any of the following risks truly occur, as well as different risks not currently known to us or that we currently think about immaterial, our business, operating results and financial condition could be materially adversely affected. As a end result, the buying and selling worth of our widespread inventory could decline, and you might lose all or part of your investment in our frequent stock. The risks mentioned under also embody forward-wanting statements, and our actual outcomes may differ substantially from those mentioned in these ahead-wanting statements.
The market value of our frequent inventory, like that of other early-stage hashish-related corporations, is extremely risky and is topic to fluctuations in response to variations in operating results, announcements of technological improvements or new products, or different events or elements. Our stock value may 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 worth $zero.001 per share, and 50,000,000 shares of most well-liked inventory, par value $0.001 per share, the rights and preferences of which may be established every so often 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 excellent. This represents an immediate increase in pro forma net tangible guide worth of approximately $0.15 per share to our current Common stockholders, and a direct dilution of approximately $0.29 per Common Share to new investors buying securities in this providing at the assumed public offering value.
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Pursuant to the agreement, all 100,000 shares of widespread stock might be restricted securities. For the year ended September 30, 2020, the Company entered into a 9-month consulting agreement, and as a part of that agreement for professional providers cbd gummies snow flurries 1000mg, agreed to issue a complete of 350,000 shares of the Company’s widespread stock and $a hundred,000 money compensation. Pursuant to the agreement, all 350,000 shares of common stock shall be restricted securities.
As of this date, the Company has discontinued its plans to subsequently make investments, function or develop the associated licensure pursuant to this project. As of September 30, 2020, the Company is primarily engaged in the manufacturing and sale of cannabis, which is only authorized for recreational use in 15 states and DC, with lesser legalization, such as 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, specifically the Agriculture Improvement Act of 2018 (also referred to as the “Farm Bill”) that has removed manufacturing and consumption of hemp and associated merchandise from Schedule 1 of the Controlled Substances Act. Steven Hubbard— On June 1, 2017, the Company entered into an Employment Agreement for an preliminary time period of one yr, subject to automatic renewals for additional one-yr durations till terminated, with the remaining term always being not lower than one year. The Employment Agreement offers for a base salary of $5,000 per month. Mr. Hubbard also obtained a restricted inventory grant of 50,000 shares of Company widespread stock and options to buy one hundred,000 shares of Company common inventory exercisable for a period of three years at an train value of $2.40 per share. Adam Berk—On June 1, 2017, the Company entered into an Employment Agreement for an initial term of one yr, topic to automated renewals for additional one-year periods until terminated, with the remaining time period at all times being not less than one year.
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Effective the completion of these transactions, the Company will now 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 cannabis and related productions. Because CVO and Opco are related to the Company, it won’t be accounted for as a enterprise mixture at truthful value beneath the codification sections of ASC 805. The belongings and liabilities will switch at their historical value and the company will embody the operations of CVO and Opco for all intervals introduced and the rental income recorded by the Company will get rid of in full the rental expense recorded by CVO and Opco. The Company has therefore recorded the par value of the shares issued of $12,500 as of September 30, 2019.
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Author Biograhy: Nataly Komova founded Chill Hempire after experiencing the first-hand results of CBD in helping her to relieve her skin condition. Nataly is now determined to spread the word about the benefits of CBD through blogging and taking part in events. In her spare time, Nataly enjoys early morning jogs, fitness, meditation, wine tasting, traveling and spending quality time with her friends. Nataly is also an avid vintage car collector and is currently working on her 1993 W124 Mercedes. Nataly is a contributing writer to many CBD magazines and blogs. She has been featured in prominent media outlets such as Cosmopolitan, Elle, Grazia, Women’s Health, The Guardian and others.