What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-06-30 compared with 2020-03-30 · 70 added, 83 removed, 138 unchanged (53% of the section changed)

Market For Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.

common stock is listed for quotation on the OTC Pink Market under the trading symbol “BUUZ”.

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March 31 2018

March 18, 2020, the closing price for our common stock on the OTC Pink Market as reported by the quotation service operated by

the OTC Markets Group was $1.25.

May 31, 2021, the closing price for our common stock on the OTC Pink Market as reported by the quotation service operated by the

OTC Markets Group was $1.00.

Agency and Transfer Company is the registrar and transfer agent for our common shares.

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of Our Common Stock

of March 18, 2020, there were 51 registered holders of record of our common stock.

As of such date, 16,634,951 shares of common

stock were issued and outstanding.

The number of our shareholders of record excludes any estimate by us of the number of beneficial

owners of shares held in street name, the accuracy of which cannot be guaranteed.

of May 31, 2021, there were 52 registered holders of record of our common stock.

As of such date, 12,960,621

shares of common stock were issued and outstanding.

The number of our shareholders of record excludes any estimate by us of

the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

have not declared or paid any cash dividends since inception.

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contained in this item pursuant to Regulation S-K.

Management’s Discussion and Analysis

of Financial Condition and Results of Operation.

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere

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of Operations

the Change of Control Transactions, as described above, our board of directors determined to establish our company in the rapidly-growing

legal cannabis industry.

As of the filing of this Report, our new management is still in the process of refining and finalizing

the course of action needed to implement our proposed new business operations.

As a result, management has not determined our

actual short-term or long-term cash requirements, which management expects to be substantial.

Following the Change of Control

Transactions, as described above, our board of directors determined to establish our company in the rapidly-growing legal California

cannabis industry and as of December 31, 2020, in the high-performance computer industry focused on developing hardware solutions

for cryptocurrency, tokens and blockchain-based transaction processing systems.

As of the filing of this Report, our management is

in the process of refining and finalizing the course of action needed to implement our proposed new business operations.

management has not determined our actual short-term or long-term cash requirements, which management expects to be substantial.

will require substantial financing to commence meaningful business operations and to achieve our goals, and a failure to obtain

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support our business and to respond to business challenges could be significantly limited.

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 stores and event centers 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.

previously announced, on January 16, 2020, the Company 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 the

Company 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”).

addition, the Company will require an additional $3.5 million for buildout, furniture, fixture systems and equipment and $1.5

million for opening the store and working capital.

The Company plans to fund the required capital needs through the sale of the

Company’s debt or equity securities to be determined based on the current market conditions.

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, the Company 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, the Company raising a minimum of $4.0 million of gross proceeds from the sale of the Company’s

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.

Company is currently in discussions with the Seller regarding the certain proposed amendments to the Purchase Agreement, including

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

However, there

can be no assurance that the Company 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.

In addition, there is no assurance the Company can

raise the required capital to execute the Purchase Agreement or the funds to complete the buildout and working capital requirements.

the course of 2019 and the first three quarters of 2020, our Chief Executive Officer, Michael Campbell, and our former President,

Piers Cooper, developed a plan to build a chain of large-format retail stores and event centers facilities to serve the needs

of the rapidly-growing Southern California cannabis market.

During such period, we entered into various agreements to purchase

or lease facilities for our initial retail store and event center, which would have required us to raise substantial capital to

acquire the necessary governmental licenses and permits, buildout, furnish and equip our initial retail store and event center

and for working capital.

Due primarily to a downturn in the equity markets for cannabis-related companies and the effects and

impact of the COVID-19 pandemic, we were unable to raise the capital during that period necessary to build that business.

result, management determined to seek other business opportunities for our company.

is the current intention of the board of directors 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.

of Operations for the years ended December 31, 2020 and 2019

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Financing costs

Loss on extinguishment of series A convertible preferred stock

$ (1,499,000 )

the years ended December 31, 2020 and 2019, we had no revenues.

operating expenses increased from $228,000 in year ended December 31, 2018 to $1,194,000 in the year ended December 31, 2019,

which represented an increase of $966,000.

The increase was attributable to the increase in (1) hiring of consultants to analyze

and determine the Company’s future business model for approximately $962,000, (2) the use of legal services for approximately

$122,000, (3) accounting and auditing fees for approximately $70,000, and (3) general and administrative expenses for approximately

operating expenses decreased from $1,194,000 in year ended December 31, 2019 to $391,000 in the year ended

December 31, 2020, which represented a decrease of $803,000.

The decrease was attributable to the (1) lower

consultant fees since there are no warrants granted during the year for the services rendered by the consultants compared to the prior

year which approximates to $577,000, (2) the use of legal services for approximately $42,000, (3) accounting and auditing

fees for approximately $80,000, and (3) general and administrative expenses for approximately $51,000.

financing cost of approximately $227,000 is attributable to the amortization of the relative fair value of warrants, original

issue discount and the value ascribed to the beneficial conversion all of which related to the issuance of convertible debentures.

issue discount, the value ascribed to the beneficial conversion all of which related to the issuance of convertible debentures

and interest on default convertible notes.

on extinguishment of series A convertible preferred stock

loss on extinguishment of series A convertible preferred stock of approximately $138,000 is attributable to the difference between the

fair value of the issued Notes as an extinguishment and book basis of the series A preferred stock, and the fair value of the warrants

and Capital Resources

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Working (Deficit) Capital

capital decreased from a $166,000 deficit as of December 31, 2018 to a deficit of $561,000 as of December 31, 2019 for a total

change of $(395,000).

The change was a result of our increase in accruals for services rendered by consultants during the year

ended December 31, 2019.

Also, the issuance of convertible debentures with a face value of $506,000, which included an original

issue discount of $46,000, for net proceeds of $460,000.

The net proceeds were allocated between the relative fair value of $204,000

for the associated warrants issued and $239,000 associated with the beneficial conversion feature of the convertible debentures.

For the years ended December 31,

$ (1,323,000 )

capital decreased from a $561,000 deficit as of December 31, 2019 to a deficit of $1,323,000 as of December 31,

2020 for a total change of $(762,000).

The change was a result of our increase in accruals for services rendered by consultants

and legal counsel during the year ended December 31, 2020.

Also, the issuance of convertible debentures with a face value

of $213,000, which included an original issue discount of $6,000 and $147,000 from conversion of series A preferred stock,

for net proceeds of $60,000.

The net proceeds were allocated between the relative fair value of $3,000 for the associated

warrants issued and $0 associated with the beneficial conversion feature of the convertible debentures.

the years ended December 31,

Net cash used by operating activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Net cash provided by investing activities

Net cash provided by

financing activities

Change in cash during the period

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Cash, end of period

used in operating activities increased by approximately $373,000, which predominantly related to expenditures for legal and consultant

fees incurred in implementing our planned business operations.

Operating activities used $45,000 in cash for the year ended December

31, 2018 for operating expenses.

provided by financing activities related to the approximately $69,000 from the sale of our series A convertible preferred stock

and approximately $460,000 from the sale of our convertible promissory notes.

used in operating activities decreased by approximately $235,000, which predominantly related to lower legal and consultant

fees incurred during the year.

Operating activities used $418,000 in cash for the year ended December 31, 2019 for

operating expenses.

provided by financing activities related to the approximately $60,000 from the sale of our convertible promissory notes.

audited financial statements included in this Report have been prepared on a going concern basis, which implies that our company

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regarding concerns about our ability to continue as a going concern.

In addition, our financial statements contain further

note disclosures in this regard.

The implementation of our business plan is dependent upon our ability to continue raising sufficient

new capital from equity or debt markets in order to fund our on-going operating losses and real estate acquisition activities.

The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders.

In addition, our financial statements contain further note disclosures

in this regard.

The implementation of our business plan is dependent upon our ability to continue raising sufficient new capital from

equity or debt markets in order to fund our on-going operating losses and real estate acquisition activities.

The issuance of additional

equity securities could result in a significant dilution in the equity interests of our current stockholders.

of Critical Accounting Policies

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or capital resources that are material to stockholders.

Quantitative and Qualitative Disclosures

About Market Risk.

Quantitative and Qualitative Disclosures About Market Risk.

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, we are not required to provide this information.

Financial Statements and Supplementary Data.

financial statements and notes thereto and the reports of RBSM LLP, our independent registered public accounting firm, are set forth

on pages F-1 through F -18 of this Report.

Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

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 5. Market for Registrant’s Common Equity