What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-06-30 compared with 2020-03-30 · 26 added, 59 removed, 213 unchanged (29% of the section changed)

16 unchanged sentences

September 12, 2018, following the closing of the change of control transaction described above, we entered into a Series A Preferred

Stock Purchase Agreement (the “Preferred Purchase Agreement”) with M1 Advisors, Piers Cooper, our newly appointed

President and director, and the other investors who were signatories thereto (collectively, the Purchasers”).

the Preferred Purchase Agreement, the Purchasers purchased from us an aggregate of 15,600,544 shares of Series A preferred stock,

par value $0.001 per share (“Series A Preferred Stock”), for an aggregate purchase price of $15,600.54, or $0.001

Stock Purchase Agreement (the “Preferred Purchase Agreement”) with M1 Advisors, Piers Cooper, our former President

and director, and the other investors who were signatories thereto (collectively, the Purchasers”).

Pursuant to the Preferred

Purchase Agreement, the Purchasers purchased from us an aggregate of 15,600,544 shares of Series A preferred stock, par value

$0.001 per share (“Series A Preferred Stock”), for an aggregate purchase price of $15,600.54, or $0.001 per share.

Of the shares sold, 9,320,414 shares were purchased by M1 Advisors and 4,674,330 shares were purchased by Mr.

All of such shares of preferred stock were converted into shares of our common stock on December 20, 2018.

shares of preferred stock were converted into shares of our common stock on December 20, 2018.

the consummation of the change of control transaction and the sale of the Series A Preferred Stock on September 12, 2018 (the

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Campbell acquired control of our company.

It is the intention of Mr.

to establish our company in the rapidly-growing legal cannabis industry, initially in the State of California, and our current

management is currently exploring a number of business opportunities for engaging our company in such a business.

fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt

Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our

company will cease being a shell company.

this time, the primary activity of our management is to seek, investigate and, if such investigation warrants, acquire an interest

in business opportunities in the California cannabis industry.

We will not restrict our search to any specific business, segment

of the cannabis industry or geographical location and we may participate in a business venture of virtually any kind or nature.

It is the current intention of Mr.

Campbell for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable

and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions.

In order to fund our proposed business

plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities.

Upon the consummation

of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell

enter into our proposed new business, we may seek to acquire one or more other companies that have businesses that are synergistic

to our proposed business or to acquire all or a portion of the assets of such businesses.

We may also engage employees, consultants

or third parties to assist us in developing our own products or services.

discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion

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all shareholders, among other factors.

Available business opportunities may occur in many different segments of the cannabis industry

and at various stages of development, all of which will make the task of comparative investigation and analysis of such business

opportunities extremely difficult and complex.

Available business opportunities may occur in many different segments of the cryptocurrency

or blockchain industry and at various stages of development, all of which will make the task of comparative investigation and

analysis of such business opportunities extremely difficult and complex.

officers have only limited experience in managing a shell company similar to ours and will rely upon their own efforts in accomplishing

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company will remain an insignificant participant among the firms that engage in the acquisition of business opportunities in the

cannabis industry, particularly in the State of California.

There are many established venture capital and financial concerns

that have significantly greater financial and personnel resources and technical expertise than we have.

In view of our combined

extremely limited financial resources and limited management availability, we will continue to be at a significant competitive

disadvantage compared to our competitors.

cryptocurrency and blockchain industry, particularly in the State of California.

There are many established venture capital and

financial concerns that have significantly greater financial and personnel resources and technical expertise than we have.

view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant

competitive disadvantage compared to our competitors.

have had in the past, and continue to have, discussions with potential acquisition targets, or merger or acquisition partners,

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issuing shares of our common stock, and possibly preferred stock, as part of any merger or acquisition with a merger or acquisition

the course of 2019, our Chief Executive Officer, Michael Campbell, and our President, Piers Cooper, developed a plan to build

a chain of large-format retail store and event center facilities to serve the needs of the rapidly-growing Southern California

cannabis market.

As currently contemplated, each cannabis store/event center will be called SHOWCASE and include fifteen to twenty

thousand square feet of retail showroom and three to five thousand square feet of conference space for daily educational events,

classes, workshops and seminars.

Our goal is to become a dominate cannabis retailer in the Southern California market by operating

up to ten SHOWCASE facilities over the next three years that are strategically located in cities with upscale demographics.

reports in the cannabis industry project that the Southern California market for cannabis products could be worth $7+ billion

per year by 2025.

previously announced, on January 16, 2020, we entered into a Stock Purchase Agreement dated as of January 15, 2020 (the “Purchase

Agreement”) with Terra Tech Corp., a Nevada corporation (the “Seller”), pursuant to which we agreed to purchase

from the Seller (the “Share Purchase”) all of the issued and outstanding capital stock of 1815 Carnegie Santa Ana

Corp., a California corporation and a wholly-owned subsidiary of the Seller (“Carnegie Corp.”), for an aggregate purchase

price of $6.0 million consisting of (i) $3.0 million in cash and (ii) $3.0 million in shares of the Company’s common stock

(the “Share Consideration”).

primary assets of Carnegie Corp.

are the state and local licenses and permits required to operate a cannabis dispensary at the

approximately 29,500-square-foot industrial building located at 1815 Carnegie Avenue, Santa Ana, California (the “Property”).

The Purchase Agreement contemplates that in connection with the closing of the Share Purchase, we will enter into a five-year

real property lease of the Property from an affiliate of the Seller.

Pursuant to the Purchase Agreement, the closing is conditioned

upon, among other things, our raising a minimum of $4 million of gross proceeds from the sale of debt or equity securities and

other customary closing conditions.

The Purchase Agreement also provides for limited termination rights, including, among others,

a right of termination by the Seller in the event the Share Purchase had not been consummated before February 28, 2020, which

condition was not met.

are currently in discussions with the Seller regarding the certain proposed amendments to the Purchase Agreement, including an

amendment to extend the date by which we must raise the necessary capital to finance the purchase.

However, there can be no assurance

that we will reach an agreement with the Seller regarding any such amendments or that the Seller will not terminate the Purchase

Agreement prior to executing any amendments.

are also pursuing other opportunities to purchase or lease facilities in Los Angeles, Orange and San Diego counties that currently

have the required state and local licenses and permits for a dispensary business.

we currently have no operations, this section is not applicable.

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currently do not have any employees and our officers and directors are serving our company as consultants and independent contractors.

Risk Factors.

1A.Risk Factors.

are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information

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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 1. Business