What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-30 compared with 2020-04-14 · 265 added, 204 removed, 88 unchanged (84% of the section changed)

Controls and Procedures

Management conducted an evaluation of the effectiveness

of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework or COSO).

Based on this evaluation,

management has concluded that our internal control over financial reporting was not effective as of December 31, 2019.

identified segregation of duties & maintenance of current accounting records as material weaknesses in internal control over

financial reporting.

Management is in the continuous process of improving

the internal control over financial reporting by engaging a Certified Public Accountant as a consultant to mitigate some of the

identified weaknesses.

The Company is still in its development stage and intends on bringing in necessary resources to address

the weaknesses once full operations have commenced.

Management concludes that internal control over financial reporting is ineffective

at December 31, 2019.

Management’s Report of Internal Control over

Financial Reporting

Our management carried out an evaluation of the effectiveness

of our “disclosure controls and procedures”

(as defined in the Securities Exchange Act of 1934 (the “Exchange

Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”).

Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date,

our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports

that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer

and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal

controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially

affect, its internal control over financial reporting.

Management conducted an evaluation of the

effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework or COSO).

Based on this

evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31,

Management identified segregation of duties & maintenance of current accounting records as material weaknesses in

internal control over financial reporting.

Management is in the continuous process

of improving the internal control over financial reporting by engaging a Certified Public Accountant as a consultant to mitigate

some of the identified weaknesses.

The Company is still in its development stage and intends on bringing in necessary resources

to address the weaknesses once full operations have commenced.

Management concludes that internal control over financial reporting

is ineffective at December 31, 2020.

Management’s Report of Internal

Control over Financial Reporting

Our management carried out an evaluation

of the effectiveness of our “disclosure controls and procedures”

(as defined in the Securities Exchange Act of 1934

(the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the

“Evaluation Date”).

Based upon that evaluation, our chief executive officer and chief financial officer each concluded

that as of the Evaluation Date, our disclosure controls and procedures are ineffective to ensure that information required to be

disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported,

within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our

management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding

required disclosure.

Changes in Internal Control over Financial

There have been no changes in the Company’s

internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely

to materially affect, its internal control over financial reporting.

Other information

6 unchanged sentences

Barry Alan Katzman

Rubin Schindermann

Management of Target Group Inc.

Set forth below are the names of the directors and

officers of the Company, all positions and offices with the Company held, the period during which they have served as such, and

the business experience during at least the last five years:

Set forth below are the names of the directors

and officers of the Company, all positions and offices with the Company held, the period during which they have served as such,

and the business experience during at least the last five years:

Anthony Zarcone

Anthony Zarcone serves as the Chief Executive Officer

and a director of the Company.

He is an entrepreneur, property manager and co-founder of a food retail/wholesale business in southern

Ontario, Canada.

Anthony Zarcone serves as the Chief Executive

Officer and a director of the Company.

He is an entrepreneur, property manager and co-founder of a food retail/wholesale business

in southern Ontario, Canada.

Barry Alan Katzman

Barry Alan Katzman serves a director of the Company.

Katzman was the President and CEO of Tidal Health Solutions, a licensed premium medical cannabis company based in New Brunswick,

Canada specializing in hospital-grade medical cannabis.

Barry Alan Katzman serves a director of

Katzman was the President and CEO of Tidal Health Solutions, a licensed premium medical cannabis company

based in New Brunswick, Canada specializing in hospital-grade medical cannabis.

Saul Niddam serves a director of the Company.

the President of Norlandam Marketing Inc., a sales and marketing agency catering to national brands across North America.

is also the Chief Executive Officer of the Company’s subsidiary, CannaKorp Inc.

He is the President of Norlandam Marketing Inc., a sales and marketing agency catering to national brands across North America.

Niddam is also the Chief Executive Officer of the Company’s subsidiary, CannaKorp Inc.

Frank Monte serves a director of the Company.

the principal owner and managing director of Brands Gone Wild of Brampton, Ontario, Canada which operates retail outlets through

Rubin Schindermann

Rubin Schindermann serves as a director of the Company.

Schindermann has been in the business community for over 30 years.

In 2002 he established Rubin and Associates Financial Services

where he provided services to several private and public companies while providing corporate governance and management direction

to ensure complete transparency for shareholders.

Since 2011, Mr.

Schindermann has served as president and director of Hard Asset

Capital Corp.

Schindermann holds a Bachelor of Arts degree in science.

Schindermann holds a BA from the University of Saratov

USSR and a Degree in Accountancy from the University of Tel-Aviv.

He is the principal owner and managing director of Brands Gone Wild of Brampton, Ontario, Canada which operates retail outlets

through Canada.

Term of Office

Our director is appointed for a one-year term to hold

office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws.

officers, if any, are appointed by our board of directors and hold office until removed by the board.

All officers and directors

listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly

elected and qualified.

Our director is appointed for a one-year

term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our

Our officers, if any, are appointed by our board of directors and hold office until removed by the board.

and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors

have been duly elected and qualified.

There are no agreements with respect to the election of Directors.

We have not compensated our Directors

for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of

our Board of Directors and/or any committee of our Board of Directors.

Officers are appointed annually by our Board of Directors

and each Executive Officer serves at the discretion of our Board of Directors.

We have not compensated

our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance

at meetings of our Board of Directors and/or any committee of our Board of Directors.

Officers are appointed annually by our Board

of Directors and each Executive Officer serves at the discretion of our Board of Directors.

We do not have any standing committees.

of Directors may in the future determine to pay Directors’

fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have filed any

bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or

decree involving the violation of any state or federal securities laws within the past five (5) years.

Our Board of Directors may in the future determine to pay Directors’

fees and reimburse Directors for expenses related to

their activities.

None of our Officers and/or Directors have

filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment

or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

At the present time, we do not have a standing audit

committee of the Board of Directors.

Management has determined not to establish an audit committee at present because of our limited

resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so.

not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that

the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B

is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us

to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of

accounting issues raised in its consolidated financial statements at this stage of its development.

At the present time, we do not have a standing

audit committee of the Board of Directors.

Management has determined not to establish an audit committee at present because of

our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing

We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief

that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation

S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for

us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity

of accounting issues raised in its consolidated financial statements at this stage of its development.

We have not formed a Compensation

1 unchanged sentence

Certain Legal Proceedings

No director, nominee for director, or executive officer

of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the

past five years.

No director, nominee for director, or executive

officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during

the past five years.

Compliance with Section 16(a) of the Exchange Act

Our common stock is registered pursuant to Section

12 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”).

Our officers, directors and persons who beneficially

hold more than 10% of our issued and outstanding equity securities are required to file reports of ownership and changes in ownership

with the Securities and Exchange Commission.

Except as noted below, as of the date of this report, all persons required to file

report pursuant to Section 16 of the Exchange have filed the required reports.

Section 16(a) Reports

As of the date

of this report, our director Barry Katzman has not filed Form 3, Initial Statement of Beneficial Ownership of Securities.

Our common stock is registered pursuant

to Section 12 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”).

Our officers, directors and

persons who beneficially hold more than 10% of our issued and outstanding equity securities are required to file reports of ownership

and changes in ownership with the Securities and Exchange Commission.

Except as noted below, as of the date of this report, all

persons required to file report pursuant to Section 16 of the Exchange have filed the required reports.

Delinquent Section 16(a) Reports

There are no delinquent Section 16

(a) reports by those persons required to file under Section 16 of the Securities Exchange Act of 1934, as amended.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics

(“Code”) that applies to our officers, directors and employees including our Chief Executive Officer, Chief Financial

Officer and Chief Accounting Officer.

We have adopted a Code of Business Conduct

and Ethics (“Code”) that applies to our officers, directors and employees including our Chief Executive Officer, Chief

Financial Officer and Chief Accounting Officer.

A copy of the Code will be provided to any person upon request, without charge.

for a copy of the Code should be addressed in writing to the Company at 55 Administration Road, Unit 13, Vaughan, Ontario, Canada

A request for a copy of the Code should be addressed in writing to the Company at 20 Hempstead Drive, Hamilton, Ontario, Canada

Executive Compensation

The Company has not to date paid any compensation to

any officer or director.

The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors

when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences

positive cash flow and/or obtains additional funding.

At such time, the Company anticipates offering cash and non-cash compensation

to officers and directors.

In addition, although not presently offered, the Company anticipates that its officers and directors

will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company,

as may be determined on a case-by-case basis by the Company in its sole discretion.

In addition, the Company plans to offer 401(k)

matching funds as a retirement benefit, paid vacation days and paid holidays.

The Company accrues management fee amounting to $150,000

for Rubin Schindermann and Saul Niddam.

During the year ended December 31, 2019, the Company issued 6,600,000, 8,234,850, 1,666,667

shares of common stock to Rubin Schindermann, Alexander Starr and Saul Niddam as consideration to settle outstanding management

fee in the amount of $780,000, $885,329 and $37,385 respectively.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The Company has not to date paid any compensation

to any officer or director.

The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its

directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability,

experiences positive cash flow and/or obtains additional funding.

At such time, the Company anticipates offering cash and non-cash

compensation to officers and directors.

In addition, although not presently offered, the Company anticipates that its officers

and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense

of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.

In addition, the Company plans

to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

The Company accrues management fee amounting

to $100,737 (CAD $135,000) for Anthony Zarcone.

During the year ended December 31, 2020, CL Investors, a related company,

purchased 500,000 shares of the Company’s Series A Preferred Stock from Rubin Schindermann, a former director of the

Company, in consideration of the payment by CLI to Rubin Schindermann of $78,540 (CAD $100,000) and the issuance to Mr.

of 10,000,000 shares of the Company’s common stock.

In consideration of the foregoing, Mr., Schindermann resigned as a director

of the Company and from any and all administrative and executive positions with the Company’s subsidiaries.

Refer to additional

details in Note 14 of the consolidated financial statements.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

The following table sets forth certain information

as of April 14, 2020 regarding the beneficial ownership of our Common Stock by (i) our named executive officer, and (ii) each of

our directors, (iii) each person we know to beneficially own more than 5% of our outstanding Common Stock.

as of March 30, 2021 regarding the beneficial ownership of our Common Stock by (i) our named executive officer, and (ii) each

of our directors, (iii) each person we know to beneficially own more than 5% of our outstanding Common Stock.

All shares of our Common

3 unchanged sentences

beneficially owned

Percent of Common shares

Common shares

beneficially owned

Anthony Zarcone

55 Administration Road, Unit 13, Vaughan, Ontario, Canada L4K 4G9

20 Hempstead Drive, Hamilton, Ontario, Canada L8W 2E7

Chief Executive Officer and Director

1 unchanged sentence

Barry Alan Katzman

55 Administration Road, Unit 13, Vaughan, Ontario, Canada L4K 4G9

Rubin Schindermann

55 Administration Road, Unit 13, Vaughan, Ontario, Canada L4K 4G9

9,233,000 (3)

20 Hempstead Drive, Hamilton, Ontario, Canada L8W 2E7

Oakland Family Trust

6 unchanged sentences

9,259,300 shares are held by The PJB Trust of which Anthony Zarcone is the Trustee.

Chess Supersite, Inc., a corporation organized under the laws of Ontario, Canada, owns 2,000 shares of the Company.

Fifty percent (50%) of the company is owned by Mr.

Schindermann.

Therefore, Mr.

Schindermann may be deemed the beneficial owner of the shares held by such entity.

As a result, 1,000 shares are included above.

Certain Relationships and Related Transactions and Director

Certain Relationships and Related Transactions and

Director Independence

Of our current directors, only Frank Monte and

Barry Katzman are considered “independent directors”

because they are not executive officers of the Company or any

of its subsidiaries.

Saul Niddam is not considered independent because he is the sole executive officer and director of CannaKorp.

Director Independence

Of our current directors, only Frank Monte is considered “independent directors”

because he is not an executive officer of

the Company or any of its subsidiaries.

Barry Katzman is not considered independent because he is the chairman of the Joint Venture (JVCo)’s

board where Canary hold 50% of the voting equity interest in JVCo.

Saul Niddam is not considered independent because he is the sole executive

officer and director of CannaKorp.

Inc., the Company’s wholly-owned subsidiary.

In determining whether a director is “independent”, the Company’s

follows the criteria established by NASDAQ.

In determining whether a director is “independent”,

the Company’s follows the criteria established by NASDAQ.

Certain Relationships and Related

Effective December 20, 2019, Jerry Zarcone, the brother of Anthony

Zarcone, the Chief Executive Officer and a director of the Company, entered into a loan agreement with the Company pursuant to

which Jerry Zarcone agreed to loan the Company up to $769,900 (CAD $1 million) for working capital purposes.

The loan agreement

called for interest of 16% per annum for a term of one year.

An initial tranche of $269,465 (CAD $350,000) was loaned upon the

signing of the agreement.

Effective December 20, 2019, Jerry

Zarcone, the brother of Anthony Zarcone, the Chief Executive Officer (CEO) and a director of the Company, entered into a loan agreement

with the Company pursuant to which Jerry Zarcone agreed to loan the Company up to $785,400 (CAD $1,000,000) for working capital

The loan bears an annual interest rate of 16%, is secured by all assets owned by the Company and its subsidiaries including

leasehold improvements and matures in one year that is December 20, 2020.

During the year ended December 31, 2020, the

loan maximum was increased by $785,400 (CAD $1,000,000).

This additional loan bears an annual interest rate of 43% and has a lender

Due to above amendment, the maximum loan which the company can borrow is $1,570,800 (CAD $2,000,000) which is also

the outstanding balance as at December 31, 2020.

The full text of the loan agreement is included in this report as Exhibit 10.20,

Principal Accounting Fees and Services.

Our auditor, Fruci & Associates II, PLLC, is the

registered independent accounting firm.

We were billed $30,000 and $17,000 for years ended

December 31, 2019 and 2018 respectively for professional services rendered for the audit of our consolidated financial statements.

10.21, 10.22 and 10.23.

Effective April 20, 2020, the Company

issued its promissory note (“Note”) to one of the Company’s shareholders, Frank Zarcone, in the principal amount

The Note contained an original issue discount of $15,300 resulting in net proceeds to the Company of $221,693.

Note carried interest at the rate of 12% per annum and the note matured on April 20, 2021.

During the quarter ended, September 30,

2020, the Company paid the outstanding balance and accrued interest in full, in the amount of $251,213.

The full text of the loan

agreement is included in this report as Exhibit 10.24.

On June 15, 2020, the Company and

its subsidiaries, entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc.

(“CLI).

June 15th was preliminary date of the agreement and the agreement was not finalized until the later date as indicated below.

The CEO of the Company, is the Secretary of CLI, a director of the Company, is a shareholder of CLI and the brother of CEO, is

the President and sole director of CLI therefore the loan from CLI is classified under related party transactions.

Pursuant to the Agreement, CLI purchased

from the Company for the sum of $2,277,660, (CAD $2,900,000) a debt obligation owing from Canary to the Company in the principal

balance of $8,325,240 (CAD $10,600,000 (“Canary Debt”)).

Upon receipt of the consideration, the Company loaned the

full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not

to take any collection action so long as the Canary Debt remains unpaid to CLI.

The Canary debt owed to CLI from Canary

bears an interest at 5% per annum and matures on August 14, 2025.

The repayment of the debt is guaranteed by the Company and

its subsidiaries plus secured by a general security interest in the assets of the Company and its subsidiaries and a pledge by

the Company of all of the issued and outstanding common stock of Canary, Visava and CannaKorp Inc.

held by the Company.

to the above, CLI has been granted an option, in lieu of repayment of the amended Canary Debt, to demand, in its sole and absolute

discretion the transfer, assignment and conveyance of 75% of the issued and outstanding capital stock of Visava and Canary.

the President and sole director of CLI has been granted an option to acquire the remaining 25% of the issued and outstanding capital

stock of Visava and Canary.

Effective August 14, 2020, the Agreement

was amended (“Amendment”) to provide that CLI will purchase from Rubin Schindermann, a director of the Company, 500,000

shares of the Company’s Series A Preferred Stock in consideration of the payment by CLI to Rubin Schindermann of $78,540

(CAD $100,000) and the issuance to Mr.

Schindermann of 10,000,000 shares of the Company’s common stock.

In consideration

of the foregoing, Mr., Schindermann resigned as a director of the Company and from any and all administrative and executive positions

with the Company’s subsidiaries.

In addition, the Company issued Common Stock Purchase Warrant for 10,000,000 shares of Target

common stock to CLI as consideration for the Agreement.

The full text of the loan agreement is included in this report as Exhibit 10.26

Principal Accounting Fees and

Our auditor, Fruci & Associates

II, PLLC, is the registered independent accounting firm.

We were billed $37,500 and $30,000 for

years ended December 31, 2020 and 2019 respectively for professional services rendered for the audit of our consolidated financial

Audit Related Fees

Other audit related fee for years ended December 31,

2019 and 2018 was $12,000 and $10,000, respectively.

Other audit related fee for years ended

December 31, 2020 and 2019 was $20,000 and $12,000, respectively.

There was no Tax Fees for years ended December 31,

1 unchanged sentence

All Other Fees

There were no other fees for years ended December 31,

2019 and 2018.

There were no other fees for years ended

December 31, 2020 and 2019.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form

The following documents are filed as part of this Annual Report

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements for the years ended December 31, 2019 and 2018

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Stockholders’

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent

Registered Public Accounting Firm

Consolidated Financial

Statements for the years ended December 31, 2020 and 2019

Consolidated Balance

Consolidated Statements

of Operations and Comprehensive Loss

Consolidated Statement

of Stockholders’

Consolidated Statements

of Cash Flows

Notes to Consolidated

Financial Statements

EXHIBIT INDEX

Incorporated by Reference

Asset Acquisition Agreement

Agreement and Plan of Share Exchange dated June 27, 2018 with Visava Inc.

Agreement and Plan of Share Exchange dated January 25, 2019 with CannaKorp Inc.

Agreement and Plan of Share Exchange dated June 27,

2018 with Visava Inc.

Agreement and Plan of Share Exchange dated January 25,

2019 with CannaKorp Inc.

and David Manly, as Stockholder Representative

2 unchanged sentences

Certificate of Amendment

of Capital Stock

Form of Securities Purchase Agreement-Blackbridge Capital Growth Fund, LLC

Certificate of

Description of Capital Stock

Form of Securities Purchase Agreement-Blackbridge

Capital Growth Fund, LLC

Form of Convertible Promissory Note

1 unchanged sentence

Form of Convertible Promissory Note

Form of Securities Purchase Agreement-Crown Bridge Partners, LLC

Form of Securities Purchase Agreement-Crown

Bridge Partners, LLC

Form of Convertible Promissory Note

2 unchanged sentences

Securities Purchase Agreement

Securities Purchase Agreement-Power Up Lending Group Ltd.

Convertible Promissory Note-Power-Up Lending Group Ltd.

Securities Purchase Agreement-Power Up Lending Group Ltd.

Convertible Promissory Note-Power-Up Lending Group Ltd.

Securities Purchase Agreement-Power Up Lending Group Ltd.

Securities Purchase Agreement-Power Up Lending

Convertible Promissory Note-Power-Up Lending

Securities Purchase Agreement-Power Up Lending

Convertible Promissory Note-Power-Up Lending

Securities Purchase Agreement-Power Up Lending

dated December 24, 2018

Convertible Promissory Note-Power-Up Lending Group Ltd.

Convertible Promissory Note-Power-Up Lending

dated December 24, 2018

Distribution, Collaboration and Licensing Agreement dated December 6, 2018 between Target Group Inc, Canary Rx Inc., Serious Seeds B.V.

Distribution, Collaboration and Licensing Agreement

dated December 6, 2018 between Target Group Inc, Canary Rx Inc., Serious Seeds B.V.

and Simon Smit

Licensed Producer/Licensed Processor Sales Agency Agreement dated December 13, 2018 with Cannavolve Inc.

Exclusive License Agreement dated August 8, 2019 with cGreen Inc.

Purchase, Licensing and Purchase Agreement dated September 17,2019 between CannaKorp, Inc.

Licensed Producer/Licensed Processor Sales Agency

Agreement dated December 13, 2018 with Cannavolve Inc.

Exclusive License Agreement dated August 8,

2019 with cGreen Inc.

Purchase, Licensing and Purchase Agreement dated

September 17,2019 between CannaKorp, Inc.

and Nabis Arizona LLC

Loan Agreement dated December 20, 2019 with Jerry Zarcone

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Loan Agreement dated December 20, 2019

with Jerry Zarcone

First Amending Agreement dated March 11,

2020 with Jerry Zarcone

Second Amending Agreement dated April 30,

2020 with Jerry Zarcone

Third Amending Agreement dated May 15,

2020 with Jerry Zarcone

Promissory Note Between Target Group Inc.

Frank Zarcone

Joint Venture Agreement between Canary Rx Inc.

and 9258159 Canada, Inc.

dated May 14, 2020

Debt Purchase and Assignment Agreement dated

June 15, 2020

Amendment dated August 14, 2020 to Debt

Purchase and Assignment Agreement

Certification of Principal Executive Officer

and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification of Principal Executive Officer

and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

XBRL Instance Document*

5 unchanged sentences

Filed herewith

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

April 14, 2020

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

TARGET GROUP INC.

1 unchanged sentence

Anthony Zarcone

Chief Executive Officer and Principal Financial Officer

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated.

Chief Executive Officer, Principal Financial Officer and Director

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Chief Executive Officer and

/s/ Anthony Zarcone

April 14, 2020

March 30, 2021

Anthony Zarcone

/s/ Barry Alan Katzman

April 14, 2020

March 30, 2021

Barry Alan Katzman

/s/ Saul Niddam

April 14, 2020

March 30, 2021

/s/ Frank Monte

April 14, 2020

/s/ Rubin Schindermann

April 14, 2020

Rubin Schindermann

March 30, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures