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See “Cautionary Note Regarding Forward-Looking Statements” on this prospectus. In assessing the dangers beneath, you must also check with the other information contained on this prospectus, together with the monetary 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, together with common shares, stock options and some other securities 48North might issue once in a while (in addition to the securities of other corporations described in Section 5.4 below). For the 12 months ended September 30, 2020, the Company entered right into a nine-month consulting agreement, and as part of that agreement for skilled providers, agreed to problem a complete of a hundred,000 shares of the Company’s widespread inventory and $10,000 cash compensation.
Since our common stock is a penny inventory, as defined in Rule 3a51-1 under the Exchange Act, it will be tougher for traders to liquidate their funding. The SEC defines “penny stock” to be any fairness safety that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, topic to sure exceptions. The shares of Common Stock are lined by the penny stock guidelines pursuant to Rule 15g-9 underneath the Exchange Act, which impose additional gross sales follow necessities on broker-dealers who promote to individuals apart from established prospects and “accredited traders capsules multivitamin formula”. The term “accredited investor” refers usually to establishments with belongings in excess of $5,000,000 or individuals with a web value in extra of $1,000,000 or annual income exceeding $200,000 or $300,000 collectively with their partner. The penny inventory rules require a dealer-dealer, prior to a transaction in a penny stock not otherwise exempt from the foundations, to ship a standardized risk disclosure document in a form prepared by the SEC which offers details about penny stocks and the character and stage of dangers in the penny inventory market.
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Although we’re engaged in remediation efforts with respect to the fabric weaknesses, the existence of one or more material weaknesses may lead to errors in our monetary statements, and substantial prices and sources could also be required to rectify these or other inside control deficiencies. If we cannot produce reliable financial reviews, buyers may lose confidence in our reported monetary data, the market value of our common stock could decline considerably, we could also be unable to obtain further financing to operate and increase our business, and our business and monetary condition could be harmed. We cannot guarantee you that we will remediate these material weaknesses in a well timed manner. This could have a cloth adverse effect on us, together with our status and ability to conduct business, the potential itemizing of our securities on the Canadian Securities Exchange (the “CSE”), our monetary place, working outcomes, profitability or liquidity or the market value of our publicly traded shares. An funding in our securities entails a excessive diploma of threat. In addition to the other data contained on this prospectus, prospective traders ought to carefully think about the following dangers before investing in our securities.
As a part of the Acquisition, the Company assumed the obligations of 7LV with respect to the frequent share purchase warrants of 7LV excellent on the closing of the acquisition, topic to acceptable changes to reflect the trade ratio. Following the completion of the acquisition, 7LV is now a wholly cbd gummies 750mg jar owned subsidiary of the Company. On March 29, 2019, the Company entered right into a definitive agreement to amass Western Coast Ventures, Inc. (“WCV”). At the time of acquisition, WCV was a shell with money of $2,000,000 and a fifty one% 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 turned obligated to lease or purchase three separate actual estate property, and individually, if sure events happen, further actual estate assets held by entities associated to these shareholders. The Agreement also gives the Company the right of first refusal concerning 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 frequent inventory full spectrum cbd oil as it is at present making an attempt to amass 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 received the regulatory approval to transfer all 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 now not engaged primarily in property rental operations however has taken over the operations of its main renters, which is the cultivation, manufacturing and sale of cannabis and associated productions.
The dealer-supplier additionally should present the client with present bid and supply quotations for the penny stock, the compensation of the dealer-supplier and its salesperson within the transaction and month-to-month account statements exhibiting the market worth of every penny inventory held in the customer’s account. The bid and offer quotations, and the broker-supplier and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and should be given to the customer in writing before or with the shopper’s affirmation. In addition, the penny inventory rules require that prior to a transaction in a penny stock not in any other case exempt from these rules, the dealer-supplier must make a special written willpower that the penny stock is an appropriate funding for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements might have the effect of decreasing the extent of trading exercise in the secondary marketplace for the securities of the company which might be captured by the penny stock rules. Consequently, the penny stock rules could affect the flexibility of broker-dealers to commerce 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 regarding the medical benefits, viability, security, efficacy, dosing and social acceptance of hashish or isolated cannabinoids stays in early levels.
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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 are now materials. The Agreement additionally provides 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 so long as certain targets are met. As of September 30, 2020, the Company has consolidated the entities inside the Opco Holdings Group and CVO as the Company has determined that they are now materials. In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its frequent stock in reference to 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 can be currently negotiation with the house owners of sure properties contained throughout the Multi Party Agreement. The Company and homeowners of CVO and Opco closed the Company’s acquisition of CVO and Opco on September four, 2020.
At the time of acquisition of WCV, ILCA was additionally 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 total of forty MPFs. As consideration for the acquisition, the Company issued 2,500,000 shares of its frequent stock, with a fair worth of roughly $4.four million or $1.forty seven per share, the Company’s closing inventory price on March 29, 2019. The Company recorded $2.0 million of cash acquired and a $2.4 million funding in ILCA. The Company has recorded $three.8 million intangible property in reference to the acquisition of WCV and a $1.35 million non-controlling curiosity in connection with this acquisition. Included in Intangible property, 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 related to the Company, the acquisition, was not accounted for as a business combination at fair worth underneath the codification sections of ASC 805. The assets and liabilities transferred to the Company at their historic cost and the Company has included the operations of Opco for all periods offered and included the operations of CVO for the interval of April 1, 2020 via September 30, 2020. The Company has therefore recorded the par value of the shares issued of $12,500 as of September 30, 2020.
There have been relatively few medical trials on the benefits of cannabis or isolated cannabinoids . Although we believe that the articles, reports and studies help its beliefs regarding the medical advantages, viability, security, efficacy, dosing and social acceptance of hashish, future research and clinical trials might show such statements to be incorrect, or may raise issues concerning, and perceptions regarding, hashish. Given these dangers, uncertainties and assumptions, prospective purchasers of our Common Stock mustn’t place undue reliance on such articles and stories. As previously launched, in February 2014, FinCEN issued the FinCEN Memo providing directions to banks seeking to offer services to cannabis-related companies. The FinCEN Memo states that in some circumstances, it is permissible for banks to supply services to cannabis-associated businesses without risking prosecution for violation of the Bank Secrecy Act. It refers to supplementary guidance that former Deputy Attorney General James M. Cole issued to federal prosecutors relating to the prosecution of cash laundering offenses predicated on hashish-associated violations of the Controlled Substances Act.
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Global health issues, corresponding to COVID-19, may also lead to social, financial, and labor instability within the markets in which we operate. Any of those uncertainties could have a material opposed effect on our business, financial condition or outcomes of operations.
At September 30, 2019, the Company had superior funds and paid bills on behalf of CVO within the amount of approximately $492,000. The enterprise and activities of the corporate are heavily regulated in all jurisdictions where it carries on business. Laws and laws, applied generally, grant government companies and self-regulatory our bodies broad administrative discretion over the activities of the corporate, including the facility to restrict or prohibit enterprise activities as well as impose additional disclosure necessities on our services and products. Achievement of our enterprise aims is contingent, partly, upon compliance with regulatory necessities enacted by governmental authorities and obtaining all regulatory approvals, the place necessary, for the sale of our products. Similarly, we can’t predict the time required to safe all acceptable regulatory approvals for its merchandise, or the extent of testing and documentation that could be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and will have a cloth adverse impact on the enterprise, outcomes of operations and financial situation of the company. In addition, we could sooner or later determine additional material weaknesses in our inner management over monetary reporting that we now have not found to date.
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The Employment Agreement offers for a base wage of $10,000 per 30 days. Mr. Berk additionally acquired a restricted inventory grant of one hundred,000 shares of Company frequent stock and choices to buy 50,000 shares of Company frequent stock exercisable for a period of three years at an exercise worth 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 spread to a number of other international locations, together with the United States. On June eleven, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the submitting of this Annual Report on Form 10-K, a number of states within the United States have declared states of emergency, and several international locations around the globe, together with the United States, have taken steps to limit journey. 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 prospects’ products, any of which may have opposed ripple effects throughout our enterprise.
- In the quarter ended June 30, 2019, the Company issued 12,500,000 shares of its widespread inventory as it’s currently attempting to accumulate the set of entities that include Consolidated Ventures of Oregon, LLC (“CVO”) and Opco Holdings, LLC (“Opco”) which comprise the entities inside the Multi Party Agreement.
- The Agreement also offers the Company the proper of first refusal concerning certain properties owned by the persons and entities affiliated with the events of the Agreement so long as certain targets are met.
- In August 2016, the Company and sure shareholders of the Company entered right into a “Multi Party” Agreement, during which the Company became obligated to lease or acquire three separate actual estate belongings, and separately, if sure events happen, further real estate belongings held by entities related to these shareholders.
On March 22, 2019, the Company entered right into a definitive agreement to acquire South African Ventures, Inc. (“SAV”). The Company issued 8,250,000 shares of its frequent inventory, 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.fifty five million in money, a subscription receivable of $0.7 million and a 49% possession curiosity in a newly fashioned entity . The Company has recorded a $5.775 million investment in equity methodology investees in connection with this acquisition . As of September 30, 2019, the Company determined the funding was impaired and recorded a loss from fairness methodology investees of $5.8 million on the accompanying consolidated assertion 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 curiosity in Seven Leaf Ventures Corp. (“7LV”), a non-public Alberta corporation, and its subsidiaries, pursuant to the terms of a share purchase agreement dated March 6, 2020. 7LV owns Foothills Health and Wellness, a medical dispensary, within the higher Sacramento, California area. In connection with the acquisition, the Company issued 12,085,770 shares of frequent stock to former shareholders of 7LV (“7LV Shares”). The Company also issued a alternative 10% unsecured convertible debentures in the aggregate principal amount of C$3,410 ($2,540 USD) (the “Replacement Debentures”), convertible into shares at a conversion worth 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 shut any of our services or a important number of our employees turn out to be too sick to work, our production capacity could be materially adversely affected in a rapid manner capsules multivitamin formula. Similarly, if our prospects experience opposed consequences as a result of COVID-19, or some other, pandemic, demand for our products is also materially adversely affected in a fast manner.
If any of the next risks actually happen, in addition to different dangers not at present identified to us or that we currently think about immaterial, our business, working results and financial condition could possibly be materially adversely affected. As a result, the buying and selling value of our widespread inventory could decline, and you could lose all or part of your investment in our frequent stock. The risks mentioned below also include ahead-trying statements, and our actual outcomes may differ considerably from these discussed in these ahead-trying statements.
The market value of our frequent stock, like that of different early-stage hashish-associated companies, is very risky and is topic to fluctuations in response to variations in working results, bulletins of technological innovations or new merchandise, or different occasions or elements. Our stock price may be affected by broader market developments unrelated to our performance. Our approved capital stock consists of 300,000,000 shares of common inventory, par value $zero.001 per share, and 50,000,000 shares of most popular inventory, par worth $zero.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 were 70,534,167 shares of Common Stock and no shares of Preferred Stock issued and excellent. This represents an immediate improve in pro forma web tangible guide value of roughly $zero.15 per share to our current Common stockholders, and an immediate dilution of roughly $zero.29 per Common Share to new traders buying securities in this providing at the assumed public offering worth.
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Pursuant to the agreement, all a hundred,000 shares of frequent stock will be restricted securities. For the 12 months ended September 30, 2020, the Company entered into a nine-month consulting agreement, and as a part of that agreement for professional services cbd vape pen slate, agreed to concern a complete of 350,000 shares of the Company’s widespread inventory and $one hundred,000 cash compensation. Pursuant to the settlement, all 350,000 shares of frequent stock shall be restricted securities.
As of this date, the Company has discontinued its plans to subsequently make investments, operate or develop the related licensure pursuant to this project. As of September 30, 2020, the Company is primarily engaged in the production and sale of cannabis, which is simply authorized for recreational use in 15 states and DC, with lesser legalization, corresponding to for medical use in a further 20 states and DC, as of the time of those consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has eliminated 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 1 yr, topic to automated renewals for extra one-12 months intervals until terminated, with the remaining time period always being not less than one yr. The Employment Agreement offers for a base wage of $5,000 per thirty days. Mr. Hubbard also received a restricted stock grant of 50,000 shares of Company frequent stock and options to buy a hundred,000 shares of Company widespread stock exercisable for a interval 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 time period of one yr, subject to computerized renewals for extra one-year durations till terminated, with the remaining term at all times being not lower than one 12 months.
Effective the completion of those transactions, the Company will no longer be engaged primarily in property rental operations, however will take over the operations of its major renters, which is the cultivation, production and sale of hashish and associated productions. Because CVO and Opco are associated to the Company, it won’t be accounted for as a enterprise mixture at truthful worth underneath the codification sections of ASC 805. The belongings and liabilities will switch at their historical cost and the company will include the operations of CVO and Opco for all intervals presented and the rental revenue recorded by the Company will remove in full the rental expense recorded by CVO and Opco. The Company has due to this fact recorded the par value of the shares issued of $12,500 as of September 30, 2019.
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