1 unchanged sentence
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).
−Removed: Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
+Added: Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023.
Management’s Report of Internal Control over Financial Reporting
4 unchanged sentences
Other information
−Removed: Not applicable.
+Added: N o t a p plicable.
Directors, Executive Officers, and Corporate Governance;
15 unchanged sentences
Niddam is also the Chief Executive Officer of the Company’s subsidiary, CannaKorp Inc.
−Removed: Frank Monte serves as a director of the Company.
−Removed: 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
10 unchanged sentences
At the present time, we do not have a standing audit committee of the Board of Directors.
−Removed: 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.
+Added: 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
+Added: committee or the expense of doing so.
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.
35 unchanged sentences
Saul Niddam 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5
−Removed: Frank Monte 35 Second Avenue West, Simcoe, Ontario, Canada N3Y 4L5
Oakland Family Trust 20 Hempstead Drive, Hamilton, Ontario, Canada L8W 2E7
5 unchanged sentences
Director Independence
−Removed: Of our current directors, only Frank Monte is considered an “independent director” because he is not an executive officer of the Company or any of its subsidiaries.
Barry Katzman is not considered independent because he is chairman of the Joint Venture (JVCo)’s board where Canary holds 100% of the voting equity interest in JVCo.
−Removed: Saul Niddam is not considered independent because he is the sole executive officer and director of CannaKorp.
−Removed: Inc., the Company’s wholly-owned subsidiary.
+Added: Saul Niddam is not considered independent because he is the sole executive officer and director of CannaKorp, the Company’s wholly-owned subsidiary.
In determining whether a director is “independent” the Company follows the criteria established by NASDAQ.
2 unchanged sentences
The loan was provided in two tranches with one bearing an annual interest rate of 16% while the other bearing an annual interest rate of 43.26%.
−Removed: The loan is secured by all assets owned by the Company and its
−Removed: subsidiaries including leasehold improvements and matures on June 1, 2023.
+Added: The loan is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures on June 24, 2024.
Additional detail is provided in Note 15.
16 unchanged sentences
Principal Accounting Fees and Services.
−Removed: Our auditor, Fruci & Associates II, PLLC , is the registered independent accounting firm.
+Added: Our auditor, than, is the registered independent accounting firm.
We were billed $81,350 and $39,500 for years ended December 31, 2023 and 2022 respectively for professional services rendered for the audit of our consolidated financial statements.
63 unchanged sentences
Sixth Amending Agreement dated October 18, 2022
+Added: Seventh Amending Agreement dated February 16, 2023
+Added: Eighth Amending Agreement dated March 28, 2023
+Added: Seventh Amending Agreement dated February 16, 2023 (corrected)
+Added: Ninth Amending Agreement dated November 7, 2023
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.
26 unchanged sentences
March 20, 2024
−Removed: /s/ Frank Monte
−Removed: March 17, 2023
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.