Target Group Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 000-55066 TARGET GROUP INC. (Exact name of registrant as specified in its charter) Delaware 46-3621499 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 20 Hempstead Drive Hamilton , Ontario , Canada L8W 2E7 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code +1 905 - 541-3833 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.0001 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the large, accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large, accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $ 14,824,053 as of June 30, 2021. State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of March 18, 2022, the registrant had 617,025,999 shares of Common Stock issued and outstanding. Auditor Name Auditor Location Auditor Firm ID Fruci & Associates II, PLLC Spokane, Washington 5525 EXPLANATORY NOTE THIS AMENDMENT NO. 1 ON FORM 10-K/A TO OUR ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 FILED ON MARCH 18, 2022 IS BEING FILED SOLELY TO REVISE ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS- BY AMENDING THE NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED BY A DIRECTOR AND ALL DIRECTORS OF THE COMPANY. AS REQUIRED BY RULE 12B-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NEW CERTIFICATIONS BY OUR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER ARE FILED AS EXHIBITS TO THIS FORM 10-K/A. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information as of March 18, 2022, regarding the beneficial ownership of our Common Stock by (i) our named executive officer, (ii) each of our directors, and (iii) each person we know to beneficially own more than 5% of our outstanding Common Stock. All shares of our Common Stock shown in the table reflect sole voting and investment power. Percent of Common shares Common shares beneficially owned Name and Address of Beneficial Owner Position beneficially owned (1) Anthony Zarcone 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5 Chief Executive Officer and Director 10,259,300 (2) 1.66 % Barry Alan Katzman 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5 Director ─ * Saul Niddam 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5 Director 1,666,687 * Frank Monte 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5 Director 8,148,104 1.32 % Oakland Family Trust 3448 Lakeshore Road, Burlington, Ontario, Canada L7N 1B3 50,129,355 8.12 % Total owned by officers and directors 20,074,091 3.25 % * indicates less than 1%. (1) Based on 617,025,999 shares outstanding as of the date of this Report. (2) 9,259,300 shares are held by The PJB Trust of which Anthony Zarcone is the Trustee. 21 EXHIBIT INDEX Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 2.1 Asset Acquisition Agreement 8-K 2.1 12/11/14 2.1.1 Agreement and Plan of Share Exchange dated June 27, 2018 with Visava Inc. 8-K 2.1 07/03/18 2.1.2 Agreement and Plan of Share Exchange dated January 25, 2019 with CannaKorp Inc. and David Manly, as Stockholder Representative 8-K 2.1 01/29/19 3(i)(a) Articles of Incorporation 10-12G 3.1 09/13/13 3(i)(a) Amended Articles of Incorporation 8-K 05/13/14 3(i)(a) Certificate of Amendment 8-K 3(i) 10/20/16 3(i)(a) Certificate of Amendment 8-K 3(i) 04/12/17 3(i)(a) Certificate of Amendment 8-K 3(i) 07/03/17 3(i)(a) Certificate of Amendment 8-K 3(i) 11/01/17 3(i)(a) Certificate of Amendment 8-K 3(i) 09/25/18 3.2 Bylaws 10-12G 3.2 09/13/13 4.1 Description of Capital Stock 10-K 4.1 04/14/20 10.1 Form of Securities Purchase Agreement-Blackbridge Capital Growth Fund, LLC 10-K 10.1 03/31/17 10.2 Form of Convertible Promissory Note 10-K 10.2 03/31/17 10.3 Form of Convertible Promissory Note 10-K 10.3 03/31/17 10.4 Form of Convertible Promissory Note 10-K 10.4 03/31/17 10.5 Form of Securities Purchase Agreement-Crown Bridge Partners, LLC 10-K 10.5 03/31/17 10.6 Form of Convertible Promissory Note 10-K 10.6 03/31/17 10.10 Securities Purchase Agreement-Power Up Lending Group Ltd. 10-K 10.10 03/28/18 10.11 Convertible Promissory Note-Power-Up Lending Group Ltd. 10-K 10.11 03/28/18 10.12 Securities Purchase Agreement-Power Up Lending Group Ltd. 10-K 10.12 03/28/18 10.13 Convertible Promissory Note-Power-Up Lending Group Ltd. 10-K 10.13 03/28/18 10.14 Securities Purchase Agreement-Power Up Lending Group Ltd. dated December 24, 2018 10-K 10.14 04/01/19 10.15 Convertible Promissory Note-Power-Up Lending Group Ltd. dated December 24, 2018 10-K 10.15 04/01/19 10.16 Distribution, Collaboration and Licensing Agreement dated December 6, 2018 between Target Group Inc, Canary Rx Inc., Serious Seeds B.V. and Simon Smit 10-K 10.16 04/01/19 10.17 Licensed Producer/Licensed Processor Sales Agency Agreement dated December 13, 2018 with Cannavolve Inc. 10-K 10.17 04/01/19 10.18 Exclusive License Agreement dated August 8, 2019 with cGreen Inc. 8-K 2.1 08/13/19 22 10.19 Purchase, Licensing and Purchase Agreement dated September 17,2019 between CannaKorp, Inc. and Nabis Arizona LLC 8-K 10.1 09/19/19 10.20 Loan Agreement dated December 20, 2019 with Jerry Zarcone 10-K 10.20 04/14/20 10.21 First Amending Agreement dated March 11, 2020 with Jerry Zarcone 10-Q 10.21 06/05/20 10.22 Second Amending Agreement dated April 30, 2020 with Jerry Zarcone 10-Q 10.22 08/10/20 10.23 Third Amending Agreement dated May 15, 2020 with Jerry Zarcone 10-Q 10.23 08/10/20 10.24 Promissory Note Between Target Group Inc. and Frank Zarcone 10-Q 10.24 08/10/20 10.25 Joint Venture Agreement between Canary Rx Inc. and 9258159 Canada, Inc. dated May 14, 2020 10-Q 10.25 08/10/20 10.26 Debt Purchase and Assignment Agreement dated June 15, 2020 8-K 10.1(i) 08/18/20 10.27 Amendment dated August 14, 2020 to Debt Purchase and Assignment Agreement 8-K 10.1(ii) 08/18/20 10.28 Amendment dated May 12, 2021 to Debt Purchase and Assignment Agreement 10-Q 10.285 05/07/21 31.1* 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. 32.1* 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. 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema* 101.CAL XBRL Taxonomy Extension Calculation Linkbase* 101.DEF XBRL Taxonomy Extension Definition Linkbase* 101.LAB XBRL Taxonomy Extension Label Linkbase* 101.PRE XBRL Taxonomy Extension Presentation Linkbase* * Filed herewith 23 SIGNATURES 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. Date: March 24 , 2022 TARGET GROUP INC. By: /s/ Anthony Zarcone Anthony Zarcone 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. Name Title Date Chief Executive Officer and Director /s/ Anthony Zarcone March 24, 2022 Anthony Zarcone /s/ Barry Alan Katzman Director March 24, 2022 Barry Alan Katzman /s/ Saul Niddam Director March 24, 2022 Saul Niddam /s/ Frank Monte Director March 24, 2022 Frank Monte 24