UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20429~~20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 000-54915

CANADIAN CANNABIS CORP.

(Exact name of registrant as specified in its charter)

Delaware		45-3327444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Rutherford Road South Brampton, Ontario, Canada L6W 2J2		(866) 790-3324
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ 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. ☐

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2014, the last day of the registrant’s most recently completed second fiscal quarter, was $55,358,688. This value was computed by reference to the price at which the registrant’s common stock was last sold as of June 30, 2014 and excludes the market value of the registrant’s voting and non-voting common stock beneficially owned by directors and executive officers of the registrant. These determinations and the underlying assumptions should not be deemed to constitute an admission that all directors and executive officers are, in fact, affiliates of the registrant, or that there are no other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our directors, executive officers and beneficial owners of more than 5% of the registrant’s outstanding common stock is included in Part III, Item 12 of this Annual Report on Form 10-K.

As of September 28, 2015, there were 31,455,499 shares of common stock, par value $0.000001, outstanding.

NO DOCUMENTS INCORPORATED BY REFERENCE

CANADIAN CANNABIS CORP.

FORM 10-K

~~þ ANNUAL~~For the ~~REPORT~~Year ~~PURSUANT~~ended TODecember ~~SECTION~~31st ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2014

For the fiscal year ended September 30, 2013

¨ 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: 000-54915

Gold Party Payday, Inc.

(Exact Name of Registrant as Specified in Its Charter)

	Delaware		45-3327444
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	3189 Pepperhill Road
	Lexington, Kentucky		40502
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (859) 552-6204

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. Yes þ No ¨

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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of December 11, 2013, was $33,335, computed by reference to the closing price of the registrant’s common stock of $0.10 per share, as quoted on the OTC Bulletin Board on December 11, 2013.

Number of shares outstanding of the registrant’s common stock as of December 11, 2013: 4,333,350 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

GOLD PARTY PAYDAY, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Form 10-K Item Number:		Page No.
		Page
~~PART I~~	PART I
Item 1.	Business	13
Item 1A.	Risk Factors	411
Item 1B.	Unresolved Staff Comments	1120
Item 2.	Properties	1120
Item 3.	Legal Proceedings	1120
Item 4.	Mine Safety Disclosures	1120
~~PART II~~	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1221
Item 6.	Selected Financial Data	1324
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1324
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 8.	Consolidated Financial Statements and Supplementary Data	1834
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1935
Item 9a.	Controls and Procedures	19
Item 9A.	Controls and Procedures	35
Item 9b.	Other Information	19
Item 9B.	Other Information	36
~~PART III~~	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2037
Item 11.	Executive Compensation	2240
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2241
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2342
Item 14.	Principal ~~Accountant~~Accounting Fees and Services	2446
~~PART IV~~	PART IV
Item 15.	Exhibits, ~~and~~ Financial ~~Statement~~Statements, and Schedules	2547
Signatures		26
	SIGNATURES	49

~~PART I~~2

~~Item 1. Business~~PART I

CAUTIONARY STATEMENT ~~Overview~~REGARDING FORWARD-LOOKING STATEMENTS

This 2014 ~~Gold~~Annual ~~Party~~Report ~~Payday~~on Form 10-K, aincluding ~~development~~the ~~stage~~sections ~~company~~entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” ~~organizes~~contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and ~~parties~~availability inof ~~which~~resources. ~~guests~~These ~~bring~~forward-looking ~~their~~statements ~~unwanted~~include, ~~jewelry~~without limitation, ~~scrap~~statements ~~gold~~regarding: proposed ~~and~~new ~~silver~~products or services; our statements concerning litigation or other matters; statements concerning projections, ~~coins~~predictions, expectations, estimates or forecasts for our business, financial and ~~other~~operating ~~gold~~results and ~~silver~~future ~~items~~economic toperformance; ~~sell~~statements of tomanagement’s ~~us. Our~~goals ~~events~~and ~~are~~objectives; ~~centered~~trends ~~around~~affecting ~~home~~our financial condition, results of operations or future prospects; our financing plans or growth strategies; and ~~office~~other ~~parties~~similar ~~hosted~~expressions ~~primarily~~concerning bymatters ~~individuals~~that are not historical facts. We Words such as “may,” “will,” ~~also~~“should,” ~~support~~“could,” ~~organizations~~“would,” by“predicts,” “potential,” ~~holding~~“continue,” ~~fundraising~~“expects,” ~~events~~“anticipates,” ~~hosted~~“future,” by“intends,” “plans,” ~~churches~~“believes” and ~~other~~“estimates,” ~~charitable~~and orsimilar ~~religious~~expressions, ~~organizations~~as well as statements in future tense, identify forward-looking statements.

Forward-looking statements Weshould ~~were~~not ~~incorporated~~be inread ~~the~~as ~~State~~a guarantee of ~~Delaware~~future onperformance ~~September~~or 19results, ~~2011. Our~~and ~~wholly-owned~~will ~~subsidiary,~~not ~~Gold~~necessarily ~~Party~~be ~~Payday,~~accurate ~~LLC~~indications of the times at, inor by which, wethat ~~began~~performance ~~our~~or ~~business,~~those ~~was~~results ~~formed~~will asbe aachieved. ~~limited~~Forward-looking ~~liability~~statements ~~company~~are ~~under~~based ~~the~~on ~~laws~~information available ofat the ~~State~~time they are made and/or management’s good faith belief as of ~~Kentucky~~that ontime ~~August~~with 16respect to future events, and ~~2011. Our~~are ~~principal~~subject ~~executive~~to ~~office~~risks isand ~~located~~uncertainties atthat ~~3189~~could ~~Pepperhill~~cause ~~Road,~~actual ~~Lexington,~~performance ~~Kentucky~~or ~~40502. Our~~results ~~main~~to ~~telephone~~differ ~~number~~materially isfrom ~~(859)~~those ~~552~~expressed in or suggested by the forward-~~6204~~looking statements. Important factors that could cause these differences include, but are not limited to:

● ~~Operations~~our inability to raise additional funds to support operations and capital expenditures;

● Aour ~~Gold~~inability ~~Party Payday event host typically receives 10% of the gross proceeds received at the event. The host also receives a bonus equal~~ to 5%achieve ofgreater ~~the gross proceeds received at the first party or event that is booked by a guest who attended the original event. To date, we have organized 26 parties, purchasing approximately $22,100 in gold~~ and ~~silver~~broader ~~items. In~~market ~~May~~acceptance ~~and~~of ~~June~~our ~~2012,~~products ~~we sold approximately $4,000 in gold items~~ and, inservices ~~August 2013, we sold approximately $10,500~~ in ~~gold~~existing ~~items to a metal refiner~~ and wenew ~~are~~market currently holding approximately $3,500 in additional gold and silver items in inventory. We have generally tried to hold one to two events per month on average in fiscal 2013, and are currently scheduling appointments for fiscal 2014. Two to 15 people have attended each of our parties and we expect that number of guests to be consistent at future events. Our parties are currently being conducted in central Kentucky.segments;

● ~~Event~~our ~~guests~~inability ~~have~~to ~~their~~achieve ~~gold~~manufacturing and ~~silver~~distribution ~~items~~of ~~tested,~~our ~~measured,~~products ~~weighed~~ and ~~appraised~~scaling ~~at the party~~ and ~~they~~delivery ~~receive an offer on the spot, based on the quality and quantity~~ of ~~the~~our ~~precious~~services ~~metals contained~~ in ~~the~~efficient items and prevailing gold and silver prices. Event guests who accept the offer and sell their items to us receive a corporate check at that time. We keep purchased items separated for at least three days in case a seller changes his or her mind and wants a refund minus a 10% processing fee. To date, we have not used a written purchase or sale contract.manners;

● ~~Through~~our ~~both~~inability ~~publicly available sources and the contacts we have made~~ to ~~date~~successfully incompete ~~the~~against ~~industry,~~existing ~~we seek the best prices offered by precious metal refineries to resell the purchased items in bulk quantities. We also work with several clients to source gold~~ and ~~silver~~future ~~bullion at competitive prices.~~competitors;

● Weour ~~pay~~inability ~~an event guest based on the estimated appraised value of the items purchased, less a deduction determined by reference~~ to ~~the~~manage ~~competitive discounts charged by jewelry stores~~ and ~~pawnshops~~maintain in the ~~central~~growth Kentucky area, as well as mail-in gold services. Following the event, we will deliver the items to a refinery to melt down the items into a solid form to produce pure gold, silver and other precious metals. This solid form is then tested for purity and payment from the refinery to us will be based on the true value of ~~the metal. We estimate that we will be paid 90% to 95% of the daily gold spot value, given the volume of gold and silver items we have, based on~~ our ~~two sales of gold items in 2012. We expect this payout ratio to remain consistent throughout fiscal 2014. We are paid by the refinery approximately three~~ business ~~days following melting and testing.~~;

● ~~Currently, we do not pay for gems. At~~ our ~~parties,~~inability ~~we offer~~ to ~~remove~~protect ~~gems~~our ~~and~~intellectual ~~stones~~property ~~from~~rights; ~~jewelry settings~~ and ~~return them to the seller. If the seller does not want to keep the gems and stones, then we will retain them and take a bulk quantity to a gemologist for appraisal of value.~~

● Weother ~~currently~~factors ~~perform~~discussed ~~our~~under ~~own appraising services. In~~ the ~~future,~~headings if“Management’s ~~needed,~~Discussion weand ~~may~~Analysis ~~retain~~of ~~appraising~~Financial ~~companies~~Condition orand ~~additional~~Results ~~personnel~~of ~~from~~Operations” ~~time~~and ~~to time to attend our events with us~~“Business.”

Forward-looking statements Wespeak ~~are~~only aas ~~development~~of ~~stage~~the ~~company~~date ~~with~~they ~~limited~~are ~~sales~~made. ~~and~~You ~~commission~~should ~~fee~~not ~~revenue~~put ~~and~~undue ~~operations,~~reliance ~~minimal~~on ~~assets~~any ~~and~~forward-looking astatements. ~~net~~We ~~loss~~assume no ~~since~~obligation ~~inception. To~~to ~~date,~~update weforward-looking ~~have~~statements ~~earned~~to ~~only~~reflect aactual ~~small~~results, ~~amount~~changes ofin ~~revenue~~assumptions ~~and~~or ~~have~~changes ~~not~~in ~~generated~~other ~~cash~~factors affecting ~~flow~~forward-looking ~~from~~information, ~~operations. We~~except ~~are~~to ~~currently~~the ~~holding~~extent inrequired ~~inventory~~by ~~certain~~applicable ~~items~~securities ~~purchased~~laws. atIf ~~our~~we ~~parties. Our~~do ~~independent~~update ~~registered~~one ~~public~~or ~~accounting~~more forward-looking ~~firm~~statements, ~~has~~no ~~expressed~~inference ~~substantial~~should ~~doubt~~be drawn that we ~~can~~will ~~continue~~make asadditional anupdates ~~ongoing~~with ~~business~~respect ~~operation~~to those or other forward-looking statements.

Item ~~Precious~~1. ~~Metal Appraisals~~BUSINESS

Unless otherwise ~~The~~indicated ~~process~~or weunless ~~use~~the ~~for~~context ~~appraising~~otherwise ~~gold~~requires, ~~and~~all ~~silver~~references ~~items~~in atthis aAnnual ~~party~~Report on Form 10-K to the “Company,” “we,” “us,” “our” and similar expressions are: references to Canadian Cannabis Corp. and its consolidated subsidiaries.

(1a) ~~Visually~~ ~~inspect~~Business ~~the item with a jewelers loupe for markings (e~~Background.~~g., to determine 10-karat or 14-karat gold).~~

Canadian Cannabis ~~(2) Pass~~Corp. ~~neodymium~~is ~~magnet~~an ~~over~~early ~~the~~stage ~~item~~company toincorporated ~~test~~in ~~for~~Delaware ~~gold~~and ~~plated~~formerly orknown ~~fake/costume~~as ~~jewelry~~Gold Party Payday, Inc.

(3~~) Test the item with electronic tester to verify consistency with markings, if any were viewed in step 1.~~

Gold Party ~~(4) If~~Payday, ~~electronic~~LLC ~~test~~was organized as a Limited Liability Company on August 16, 2011 under the laws of the State of California. Gold Party Payday, Inc. was incorporated on September 19, 2011 under the laws of the state of Delaware for the sole purpose of acquiring all of the outstanding membership units of Gold Party Payday, LLC and ~~markings~~engaging ~~match~~in the business of Gold Party Payday, ~~skip~~LLC. Prior to ~~step~~the 6Merger transaction described more fully below in this Item 1, our business operations consisted of organizing events and parties in which guests bring their unwanted jewelry, scrap gold and silver, coins and other gold and silver items to sell to us at a discount, after which we resold the items to refineries. From inception to March 31, 2014 the Company recorded revenues of $18,728 and incurred net losses of $80,073.

On May 21, 2014, we closed a merger transaction (5the “Merger”) If ~~further~~with ~~verification~~Canada ~~needed~~Cannabis ~~after~~Corp., ~~step~~an 3Ontario (Canada) corporation incorporated on January 20, ~~test~~2014. ~~item~~Pursuant to the Merger, we acquired 100% of the issued and outstanding shares of common stock of Canada Cannabis Corp. in exchange for the issuance of 1,016,503 shares of our common stock, par value $0.000001 and our wholly-owned subsidiary formed for purposes of consummating the Merger, 2418146 Ontario Inc., amalgamated with anCanada ~~acid~~Cannabis ~~test~~Corp. ~~kit~~The company resulting from the amalgamation is our wholly-owned subsidiary and retains the Canada Cannabis Corp. name (“CCC”).

Also on May 21, 2014 (6the “Closing Date”) ~~Weigh~~, ~~item~~we onclosed a ~~digital~~business ~~jewelry~~transfer ~~scale~~and indemnity agreement (the “Transfer Agreement”) with Tatum L. Morita, who was our President, CEO, CFO, a director of the Company and our majority shareholder (holding 4,000,000 of 4,333,350 shares of our common stock immediately prior to the closing). Pursuant to the terms of the Transfer Agreement, Ms. Morita (i) returned to the Company 4,000,000 shares of the Company’s common stock, (ii) agreed that outstanding loans made by Ms. Morita to the Company in the aggregate amount of USD $7,100 are satisfied and paid in full, and (iii) agreed to indemnify and hold harmless the Company and CCC with respect to all liabilities of the Company in existence, arising during, or relating to the period prior to the Closing Date. Pursuant to the terms of the Transfer Agreement, the Company (i) transferred to Ms. Morita the assets of the Company business, as in existence prior to the Closing Date, (ii) paid cash consideration to Ms. Morita in the amount of USD $361,650, and (iii) agreed to, jointly and severally with CCC, indemnify and hold harmless Ms. Morita with respect to all liabilities of the Company incurred after the Closing Date.

As a result of the transactions effected by the Merger and the Transfer Agreement, (7i) ~~Calculate~~ anthe ~~offer~~business ~~based~~plan onof ~~metal~~the ~~karat~~former Canada Cannabis Corp., ~~spot~~to ~~price~~market and manufacture medical marijuana products for sale in Canada, ~~weight~~became the sole business of the Company’s wholly-owned subsidiary, CCC, (ii) our sole business became investing in and ~~payout~~supporting the business of CCC, and (iii) there was a change of control whereby the former shareholders of the former Canada Cannabis Corp. obtained ownership of a controlling 75% ownership interest in the Company. The merger completed is being accounted for as a reverse merger and recapitalization in which Canada Cannabis Corp. is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior the merger will be those of Canada Cannabis Corp. and will be recorded at the historical cost basis of Canada Cannabis Corp., and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of the Company and Canada Cannabis Corp., and the operations of the combined Company from the closing date of the merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. The Company has retroactively restated the common shares outstanding and weighted average shares outstanding pursuant to 1) the reverse merger share exchange ratio of 1:19.5 and 2) the special share dividend special share dividend of 19.5:1.

On June We16, ~~count~~2014 ~~Tatum~~a L.majority ~~Morita,~~of ~~our~~the ~~President,~~shareholders ~~Chief~~of ~~Executive~~the ~~Officer~~Company ~~and~~by ~~Chief~~written ~~Financial~~consent ~~Officer~~authorized a special dividend, ~~and~~whereas ~~Richard~~each J.of the ~~Hitt,~~shareholders ~~our~~of ~~Secretary~~the ~~and~~common astock ~~director,~~of the Company as ~~trained~~of ~~valuation~~the ~~buyers~~close of business on June 30, 2014 would receive 19. ~~Their~~5 ~~knowledge~~shares for every share of Company common stock owned. The dividend was ~~gained~~approved ~~from~~by ~~training~~FINRA and ~~practicing~~became ~~with~~effective ~~the~~on ~~assistance~~October of3, ~~experienced~~2014, ~~valuation~~after ~~buyers~~which it was paid by the Company. ~~They~~ doThe ~~not~~result ~~hold~~of ~~(nor~~the ~~are~~special ~~required~~dividend was to ~~hold)~~increase ~~any~~the ~~certifications~~shares outstanding prior to ~~serve~~the inmerger ~~such~~from 333,350 ~~capacity~~to 6,500,325 common shares.

On July ~~Opportunity~~16, 2014, we changed our name to Canadian Cannabis Corp. to more accurately reflect our current business operations. We also changed our trading symbol from GPAY to CCAN, effective October 15, 2014, to reflect our name change.

Gold has been highly valued from the earliest time because of its beauty and resistance to corrosion and because it is easier to work with than all other metals. Gold is easier to obtain in pure form than all other metals. Due to its relative rarity, gold has been used as currency and as a basis for international monetary transactions. According to public statistics, over 80% of available gold has been used to produce coins and jewelry which are purchased by consumers. Over time, some of these items become unwanted or broken. We provide a way for consumers to cash in on these unwanted and broken items while recycling the gold back into the overall gold market.4

(b) AsMaterial ~~the global economic market turns downward, we believe that more individuals will be seeking a safe and easy solution to sell their unwanted gold and silver coins and jewelry containing precious metals~~Transactions. ~~As the need for cash rises, so does the value of gold, silver and other precious metals.~~

During the three months ended December 31, 2014, the Company sold 246,001 shares of its common stock for cash consideration of USD $3.00 per share, or approximately USD $738,000, the Company also sold 15,000 shares of its common stock for cash consideration of USD $2.50 per share, or approximately USD $37,500 and the Company sold 2,500 shares of its common stock for cash consideration of USD $2.00 per share, or approximately USD $5,000.

In addition ~~Growth~~to ~~Strategy~~the above, On November 10, 2014 the Company entered into Subscription Agreements (collectively, the “Subscription”) with two accredited investors for a total of USD $300,000 whereby the Company issued an aggregate of 200,000 shares of our common stock, 1.2 million warrants to purchase our common stock and committed to issue another 800,000 warrants to purchase our common stock to the investors. Under the terms of the Subscription, each of the investors paid USD $150,000 and received 100,000 shares of our common stock, 200,000 A Warrants to purchase common shares at $1.50 per share for a five year period, 400,000 B Warrants to purchase common shares at $3.00 per share for a five year period and, upon the exercise of no less than 10,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance. One of the investors who participated in this transaction was Richard Wachsberg, who was subsequently appointed to our Board of Directors. The preceding description of the Subscription is incomplete and qualified in its entirety by reference to the complete text of the form of the Subscription Agreement, which is attached hereto as an Exhibit.

On October ~~Our~~1, ~~expansion~~2014, ~~and~~the ~~growth~~Company ~~plans~~issued ~~for~~a ~~the~~total ~~future~~of ~~include~~750,000 ~~establishing~~shares aof ~~regional~~our ~~network~~common stock to three individuals pursuant to their employment agreements. The fair market value of ~~independent~~the ~~associates~~stock inat ~~cities~~the ~~throughout~~time ~~Kentucky~~of the grants was $1.13 per share and ~~surrounding~~a ~~states~~total of $847,500 ~~provided~~was weexpensed for ~~can~~the ~~continue~~share toissuance. ~~offer~~The ~~exceptional~~employment ~~customer~~agreements ~~service~~provide ~~and~~for ~~competitive~~further ~~payouts~~issuances ~~that~~of ~~set~~common usshares ~~apart. As~~of we100,000 ~~grow~~shares on each of their first, wesecond ~~plan~~and third anniversaries and 50,000 shares on ~~adding~~their ~~independent~~fourth ~~associates~~anniversary. toThe ~~book~~company ~~parties~~has ~~and~~valued ~~events~~the ~~throughout~~total of these ~~and~~issuances ~~other~~to ~~states~~these three individuals using the same $1.13 per share. The total incremental expense over the 5 years is $1,186,500. The ~~and~~company ~~hire~~is anaccruing ~~in-house~~for ~~accounting~~the ~~staff~~related tocompensation ~~manage~~over ~~our~~the ~~finances~~vesting ~~and~~periods ~~in-house~~as ~~marketing~~they are earned and ~~operations~~has ~~staff~~recorded toan ~~manage~~accrued ~~our~~stock payable ~~events~~and expense of $209,992 in 2014.

On October ~~Provided we can raise additional funds~~3, in2014 the ~~future,~~Board weof ~~intend~~Directors toapproved ~~expand~~ the ~~geographic~~grant ~~footprint~~ of ~~our~~330,000 ~~parties~~shares ~~and~~of ~~events,~~our ~~and~~common stock to ~~host~~five ~~parties~~individuals ~~and~~who ~~acquire~~are ~~gold~~either employees, ~~and~~contractors ~~silver~~or ~~items~~directors ~~more~~as ~~frequently. We~~compensation ~~also~~for ~~seek~~services provided to ~~increase~~the ~~our~~Company ~~marketing~~during ~~budget~~the tostart-up ~~create~~phase ~~more~~of the business. The fair market ~~awareness~~value of ~~our~~the ~~company~~stock ~~through~~at ~~direct-mail~~the ~~pieces~~time toof ~~charities~~the ~~and~~grant ~~churches,~~was as$1.13 ~~well~~per asshare ~~online~~and ~~pay-per-click~~a ~~advertising~~total ~~through~~of ~~Google~~USD $372,900 ~~Bing~~was ~~and~~expensed ~~Yahoo~~for the share issuance.

On October ~~Competition~~30, 2014 the Company issued of 500,000 shares of our common stock for services provided to the Company during the start-up phase of the business. The fair market value of the stock at the time of the grant was $3.00 per share and a total of USD $1,500,000 was expensed for the share issuance.

During Wethe ~~are~~three inmonths ~~direct~~ended ~~competition~~December ~~with~~31, 2014, ~~jewelry~~the ~~stores~~Company ~~and~~issued ~~pawnshops~~an ~~that~~additional ~~purchase~~301,239 ~~gold~~shares ~~and~~of ~~silver~~its common stock for services valued at USD $3. We00 ~~believe~~per ~~that~~share, weor ~~distinguish~~approximately USD ~~ourselves~~$903,717 inwhich ~~three~~was ~~ways:~~expensed as professional fees.

On ~~· Our~~October ~~guests~~1, ~~sell~~2014 the ~~their~~Company ~~items~~issued in600,000 options to an employee to purchase shares of our common stock at $1.13 per share for a ~~trusted~~period ~~environment~~of seven years. 250,000 of the options vested immediately and 100,000 options vest each subsequent year for ~~example~~three years and 50,000 atvest after ~~friends’~~four ~~homes~~years. orOn ~~offices~~the date of the grant, orthe Company valued the options at ~~their~~USD ~~church~~$676,293 orusing athe ~~charity's~~Black-Scholes ~~office~~option pricing model with the following assumptions: expected life of the options of 7 years, expected volatility of 226.68%, risk-free rate of 2.12% and no dividend yield. An expense of USD $329,852 was recognized based on the options that had vested during the year ended December 31, 2014.

On ~~· We~~October ~~can~~1, ~~offer~~2014 the ~~higher~~Company ~~payouts~~issued ~~because~~50,000 weoptions doto ~~not~~another ~~have~~contract employee to purchase shares of our common stock at $1.13 per share for a period ~~brick~~of ~~and~~five ~~mortar~~years, ~~storefront~~all ~~and~~of which vested immediately. On the ~~high~~date ~~overhead~~of ~~and~~the ~~operational~~grant, ~~expenses~~the ~~associated~~Company valued the options at USD $55,890 using the Black-Scholes option pricing model with itthe following assumptions: expected life of the options of 5 years, expected volatility of 226.68%, risk-free rate of 1.69% and no dividend yield. An expense of USD $55,890 was recognized based on the options that had vested during the year ended December 31, 2014.

~~· Our guests enjoy the satisfaction in knowing they are financially contributing to a friend, church or charity by selling items to us.~~5

Brampton Property-Related Our business is highly competitive. We are a newcomer to this industry and virtually everyone we compete with has more industry experience than we do, has more financial resources than we do, and will likely have more financial resources than we will have for the foreseeable future. Some of our primary competitors are Cash4Gold, LLC, My Gold Envelope, Money4Gold, Inc. and Lippincott, LLC.Transactions

On ~~Government~~November ~~Regulation~~21, 2014 the Company and 2264793 Ontario Inc., an affiliated company that is consolidated as VIE (see Note 2 to the Financial Statements, Variable Interest Entities) owned by several of our directors, officers, and shareholders (Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil), jointly issued a promissory note to Crimson Capital, LLC for CAD $600,000 (USD $515,940) to be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and matured on February 21, 2015, however the Company had the ability to extend the note on a month-by-month basis. The loan was repaid in June 2015. Under a referral agreement signed on November 1, 2014, Crimson Capital Investments, LLC was given 100,000 shares of our common stock as a fee for arranging the financing. The fair market value of the stock at the time of the grant was USD $300,000.This value was used to determine a relative fair market value to be ascribed between the loan and shares and resulted in $189,698 being recorded as a debt discount. The debt discount is being amortized over the original term of the note, the Company recorded an expense of $86,880 in 2014. The preceding descriptions of the promissory note and the referral agreement are incomplete and qualified in their entirety by reference to the complete texts of the promissory note and the referral agreement, respectively, each of which is attached hereto as an Exhibit.

In connection ~~Our~~with ~~activities~~the ~~currently~~acquisition ~~are~~of ~~subject~~the Brampton Property, the Company loaned to no2264793 ~~particular~~Ontario ~~regulation~~Inc., an affiliated company that is consolidated as a VIE (owned by ~~governmental~~several ~~agencies~~of ~~other~~our ~~than~~directors, ~~that~~officers, ~~routinely~~and ~~imposed~~shareholders: onBenjamin ~~corporate~~Ward, ~~businesses. However~~John Esteireiro, weSilvio Serrano, ~~are~~and ~~subject~~Scott toKeevil), the ~~unfair~~amount ~~trade~~of ~~practice~~CAD ~~rules~~$4,953,160 (approximately USD $4.3 million) to fund a portion of the ~~Federal~~down ~~Trade~~payment on ~~Commission~~the Brampton Property (the “Down Payment Loan”). We ~~may~~This ~~also~~Down bePayment ~~subject~~Loan tois ~~various~~evidenced ~~state~~by ~~laws~~a ~~designed~~promissory tonote ~~protect~~that was ~~consumers~~prepared and dated December 31, 2014 made by 2264793 Ontario Inc. We ~~cannot~~in ~~predict~~favor of the ~~impact~~Company in the amount of ~~future~~CAD ~~regulations~~$4,953,160 (approximately onUSD ~~either~~$4.3 usmillion), orbearing interest at a rate of 0%. The loan between 2264793 Ontario Inc. and the Company is eliminated on ~~consumers~~Consolidation and as such, no imputed interest was calculated. The preceding description of the Down Payment Loan is incomplete and qualified in its entirety by reference to the complete text of the Down Payment Loan promissory note, which is attached hereto as an Exhibit.

~~Intellectual Property~~Growlite Investment

On WeMarch ~~currently~~31, ~~have~~2014, noCCC ~~patents~~entered into an investment agreement and loan agreement (collectively, ~~trademarks~~the or“Growlite ~~other~~Investment ~~registered~~Agreement”) ~~intellectual~~with ~~property~~2393245 Ontario Inc. We doc.o.b. Growlite ~~not~~Canada ~~consider~~(“Growlite”) and Silvio Serrano (“Serrano”), the ~~grant~~owner of ~~patents~~100% of Growlite at that time. Mr. Serrano is a former Director and VP of the CCC. Pursuant to the terms of the Growlite Investment Agreement, ~~trademarks~~CCC orobtained ~~other~~a 45% ~~registered~~ownership ~~intellectual~~interest ~~property~~in ~~essential~~Growlite in consideration of an equity cash investment in the amount of CAD $1,000,000 (approximately USD $860,000). Additionally, the Company made a loan to Growlite in the ~~success~~amount of ~~our~~CAD ~~business~~$3,000,000 (approximately USD $2.6 million) (the “Loan”) and has an additional receivable of CAD $160,000 (approximately USD $140,000).

3Silvio Serrano is the primary beneficiary of Growlite as he meets the power criterion by making all of the ongoing operating decisions for the company, is in control of the bank account and is responsible for driving the company’s sales and marketing strategy. Mr. Serrano also meets the losses/benefits criterion by having both the right to receive benefits and the obligation to absorb losses through his 55% ownership of the company. Given these facts, CCC accounts for its Growlite though the equity method of accounting and does not consolidate Growlite in its financial statements.

During ~~Employees~~the course of our audit for the fiscal year ended December 31, 2014, we reviewed the unaudited financial statements of Growlite. During our review, we discovered that the proceeds from the Loan were used by Growlite to make loans and advances to third parties and related parties (collectively, the “Growlite-Made Advances”) for purposes other than to benefit the Growlite business (see Notes 5 and 10 of the Notes to Consolidated Financial Statements in Item 8 below). While the Company believed that use of the Loan proceeds would be limited to benefiting the Growlite business, the Growlite Investment Agreement did not contain any restrictions on the use of proceeds. At this time, we cannot determine whether Growlite will be repaid the Growlite-Made Advances. Additionally, Growlite has not made required quarterly interest payments on the Loan and is therefore in default of the Growlite Investment Agreement.

~~Tatum L. Morita, our President, Chief Executive Officer and Chief Financial Officer, was our only full-time employee as of December 11, 2013. As our company grows, we expect to hire more employees.~~6

In response ~~Item~~to 1Athese findings, the Company renegotiated with Growlite to collateralize the Loan and in May 2015 entered into a Security Agreement (the “Security Agreement”) by and between our subsidiary, Canada Cannabis Corp. ~~Risk~~, ~~Factors~~and 2393245 Ontario Inc. c.o.b. Growlite Canada, made effective as of March 31, 2014, the date of the Loan. Pursuant to the Security Agreement, we have secured a portion of the Loan by obtaining from Growlite a general security interest over all of Growlite’s existing and future property, including tangible and intangible property, equipment, inventory, receivables, accounts, and the proceeds of all of the foregoing. Based on the Growlite financial statements, the Security Agreement secures approximately one-third of the entire Loan amount. Subsequent to this analysis the Company was informed that a manufacturer’s defect has been identified in Growlite’s most popular fixture that has resulted in the request for all customers to stop using the product. Given the uncertainty of the value of the remaining inventory and the financial and reputational harm Growlite will incur, the Company has determined that the collateral is likely worthless and provides very little security for the Loan and has thus chosen to write down its investment to zero and fully provide for the loan and receivable due from Growlite. The preceding description of the Security Agreement is incomplete and qualified in its entirety by reference to the complete text of the Security Agreement, which is attached hereto as an Exhibit.

(c) InBusiness ~~addition to the other information provided in this annual report, you should carefully consider the following risk factors in evaluating our business before purchasing any~~ of ~~our common stock~~Issuer. ~~All material risks are discussed in this section.~~

~~Risks~~Pursuant to ~~Relating~~the Company’s new business plan, we intend to ~~Our~~operate ~~Business~~under the Marijuana for Medical Purposes Regulation (the “MMPR”) to manufacture and ~~Industry~~market medical marijuana products in Canada and internationally, as permitted by local laws. We recently changed our business plan as a result of the Merger and have not yet commenced material operations accordingly. We are currently engaged in various startup activities to establish the business in preparation for commencing full operations in the production and supply of medical marijuana in accordance with our business plan following licensure by Health Canada, the Canadian government agency charged with enforcing the MMPR.

On April We3, ~~have~~2014, ~~reported~~we ~~limited~~submitted ~~revenue~~to ~~and~~Health ~~net~~Canada ~~losses,~~an application to obtain our initial license to produce and ~~there~~supply ~~can~~medical bemarijuana under nothe ~~assurance~~MMPR. ~~that~~At the request of Health Canada, we ~~will~~subsequently ~~ever~~submitted ~~generate~~several ~~significant~~updates ~~revenue~~to orthe ~~net~~application ~~income~~to comply with several rule changes made by Health Canada as the agency continues to develop the MMPR regulatory scheme. Representatives of the Company have maintained ongoing engagement with Health Canada regulators in charge of licensing throughout the licensing process.

The Company Wehas ~~began~~completed ~~our~~the ~~business~~initial onphases ~~August~~of ~~16,~~licensure ~~2011,~~by ~~and~~satisfying ~~have~~the ~~limited~~requirements ~~revenue~~to ~~and~~be ~~operations,~~licensed ~~and~~as ~~minimal assets. In May and July 2012, we sold approximately $4,000 in gold items and, in August 2013, we sold approximately $10,500 in gold items to~~ a ~~precious~~producer ~~metal~~by ~~refiner~~Health ~~and are holding approximately $3,500 in additional gold and silver items in inventory, which were purchased at our parties~~Canada. ~~Our~~ We ~~operations~~have ~~are~~recently ~~subject~~learned tothat all ofkey ~~the~~personnel ~~risks~~of ~~inherent in~~ the ~~establishment~~Company ofhave asuccessfully ~~new~~completed ~~business enterprise. The likelihood of our success must be considered in light of~~ the ~~problems,~~security ~~expenses,~~clearance ~~difficulties,~~stage ~~complications~~ and, ~~delays~~as of ~~frequently encountered in connection with~~ the ~~growth~~date of athis ~~new~~Annual ~~business~~Report, the ~~scaling-up~~Company ofhas ~~operations~~advanced ~~and~~to the ~~competitive~~review ~~environment~~stage inof ~~which~~the welicensing ~~are operating~~process. ~~From~~ ~~August~~During ~~16,~~the ~~2011~~review ~~(date of inception) to September 30~~stage, Health ~~2013,~~Canada wewill ~~had~~thoroughly ~~commission~~review ~~fee~~our ~~revenue~~application ~~earned~~for ~~during~~verification ~~the development stage~~ of ~~$120, revenue earned during~~ the ~~development~~information ~~stage~~we ofprovided. ~~$14~~Additionally,~~565,~~ ~~and~~our aphysical security ~~net~~plans ~~loss of $~~(~~74,129). At~~pursuant ~~September~~to ~~30,~~which ~~2013,~~ we ~~had~~must abuild ~~total~~out ~~stockholders’~~our ~~deficit~~grow ~~of $(3,096~~facility)~~. No~~ ~~assurance~~will ~~can~~ be ~~given~~assessed ~~that we will have net income~~ in ~~future~~detail ~~periods or ever generate significant revenue. Our ability~~ to ~~achieve~~confirm ~~and~~that ~~maintain~~the ~~profitability~~plans ~~and~~meet licensure ~~positive cash flow is dependent, among other things, upon:~~requirement.

We believe ~~· development~~the ~~and~~advancement ~~launching~~into the review stage is a significant achievement. We believe that, as of ~~our~~the ~~strategy~~date toof ~~expand~~this Annual Report, very few other new license applicants have advanced to ~~cities~~this ~~throughout~~stage ~~Kentucky~~of ~~and~~licensure ~~surrounding~~review. ~~states~~While this advancement in the licensure process does not guarantee that we will ultimately receive the producer license from Health Canada, we are confident that our application and physical security plans satisfy the licensure requirements.

The ~~· creation~~Company currently maintains our corporate offices in an approximately 312,000 square foot industrial building located in Brampton, Ontario (the “Brampton Property”), approximately 23 kilometers (12 miles) from Pearson International Airport, within the Greater Toronto Area. We intend for the Brampton Property to be our initial business operations base, housing our initial licensed grow and production facility. Accordingly, we have taken possession of ~~market~~the ~~awareness~~Brampton ~~through~~Property ~~direct-mail~~and ~~pieces~~commenced phase one of renovations to prepare approximately 120,000 square feet of the facility for such purposes. Title to the Brampton Property is currently held by a company that is owned by several of our directors, officers, and ~~online~~shareholders. ~~advertising~~The medical marijuana regulatory environment in Canada is experiencing significant uncertainty. Health Canada’s change removing the ready to build approval makes it very difficult and risky for potential medical marijuana licensees to pass the final licensure stage. The Company continues to consider every avenue of its business plan. Due to this continued regulatory uncertainty, particularly the changes and delays in medical marijuana licensing process, the Company’s contingency plans may include entertaining the sale of the Brampton Property. If such transaction were to occur, the Company would consider using proceeds from any such sale to continue pursuing other avenues to achieve our business plan, including potential acquisitions of other medical marijuana licensees and pursuing alternative medical marijuana products and technology, both in Canada and internationally, or another suitable property to replace the Brampton Property.

~~· ability to attract event hosts and guests who want to sell their unwanted gold and jewelry items, and~~7

In ~~· entering~~addition ~~into~~to ~~profitable~~its ~~relationships~~core ~~with~~business, ~~refiners~~the Company also owns a 45% interest in 2393245 Ontario Inc. c.o.b. Growlite Canada (“Growlite”). Growlite produces and distributes a patented horticulture lighting system capable of ~~precious~~providing ~~metals~~substantial energy efficiencies compared to its competitors, as well as replacement bulbs and other horticultural lighting accessories. The Company has recently learned that a manufacturer’s defect in Growlite’s most popular fixture has caused substantial damage to the Growlite business. As a result, the Company believes that Growlite will be unable to provide the expected benefits to the Company and has written off its investment, loan and receivable from Growlite. Please see the subsection titled Growlite Investment located in Item 1.section (b) above for a full discussion.

Due to ~~Based~~various ~~upon~~circumstances, ~~current~~such ~~plans,~~as wethe ~~expect~~unknown todefinitive ~~incur~~completion ~~operating~~date ~~losses~~of inrenovations ~~future~~at ~~periods~~the ~~because~~Brampton weProperty ~~expect~~and tothe ~~incur~~unknown status ~~fees~~of ~~and~~our ~~expenses~~medical ~~which~~marijuana ~~will~~production ~~exceed~~license ~~revenue~~application, ~~for~~we ~~the~~cannot ~~foreseeable~~currently ~~future~~determine with confidence when we expect to commence operations.

~~Because of our deficit accumulated during the development stage and our net loss, our auditors have expressed substantial doubt as to our ability to continue as a going concern.~~Products

~~Because~~ As we ~~had~~are ain ~~deficit~~the ~~accumulated~~early ~~during~~stages ~~the~~of development ~~stage~~and athave ~~September~~not ~~30,~~at ~~2013~~this ~~and~~point ~~had~~in atime ~~net~~commenced ~~loss~~material ~~and~~operations, ~~net~~we ~~cash~~have ~~used~~yet into ~~operating~~develop the ~~activities~~specific ~~for~~products ~~the~~that ~~fiscal~~we ~~year~~will ~~then~~offer. ~~ended~~However, ~~our~~we ~~auditors~~intend ~~have~~to ~~expressed~~offer ~~substantial~~up ~~doubt~~to as15 todifferent ~~our~~strains ~~ability~~of todried ~~continue~~marijuana, as awell ~~going~~as the ~~concern.~~constituents ~~This~~necessary ~~means~~to ~~that~~produce ~~there~~edible isand ~~substantial~~elixir ~~doubt~~products ~~that~~for wemedicinal ~~can~~use. ~~continue~~Each asstrain anwill ~~ongoing~~likely ~~business~~differ ~~for~~in the ~~next~~concentration of 12tetrahydrocannabinol ~~months~~(THC) ~~without~~and ~~raising~~cannabidiol ~~additional~~(CBD), ~~funds. We~~the ~~estimate~~main ~~that~~cannabinoid weconstituents ~~will~~found ~~require~~in ~~approximately~~the ~~$25,000,~~marijuana orplant ~~approximately~~with ~~$2,000~~application to ~~per~~medical ~~month~~use, present in ~~capital~~each tostrain. ~~continue~~Additionally, asthere amay ~~going~~be ~~concern~~variations ~~over~~to the ~~next~~presence 12and ~~months. The~~concentration ~~financial~~of ~~statements~~other ~~included~~cannabinoids and inrelated ~~this~~chemical ~~annual~~constituents ~~report~~found doin ~~not~~the ~~include~~marijuana ~~any~~plant. ~~adjustments~~We ~~that~~intend ~~might~~to ~~result~~design ~~from~~these chemical variations between the ~~uncertainty~~strains to ~~about~~provide ~~our~~a ~~ability~~variety of products tailored to ~~continue~~treatment inprotocols, ~~business.~~as Ifto wethe ~~continue~~effectiveness with respect to ~~sustain~~certain ~~losses~~medical conditions and ~~lack~~alteration ~~sufficient~~of ~~capital~~the adverse side effects of each strain, wewhich ~~may~~is ~~have~~intended to ~~cease~~address ~~operations~~the ~~and~~needs ~~you~~of ~~could~~the ~~lose~~broadest ~~your~~cross ~~investment~~section of potential authorized customers.

4Market, Opportunities and Competition

Since 2001, Aregulations ~~decrease~~adopted by Canada’s national healthcare department, Health Canada, have permitted the use of marijuana to treat certain medical conditions. However, prior to the effectiveness of the MMPR in ~~gold~~April ~~and~~2014, ~~silver~~a ~~prices~~legal ~~will~~private ~~likely~~commercial market ~~result~~for medical marijuana in ~~fewer~~Canada ~~potential~~did ~~sellers~~not exist. Instead, individuals with physician authorization to use medical marijuana could either grow marijuana for their own use or obtain small amounts to fill their prescription through the lone producer contracted by Health Canada. With the passage of ~~gold~~the MMPR, all production and ~~silver~~supply ~~items~~of medical marijuana must be conducted through a private commercial enterprise licensed and regulated by Health Canada. The MMPR has, ~~which~~in ~~would~~effect, ~~negatively~~created ~~impact~~a ~~our~~brand ~~operations~~new legalized private, commercial market for the production and sale of medical marijuana in Canada.

Under the ~~Gold~~MMPR, ~~and~~licensed ~~silver~~producers ~~prices~~can ~~have~~distribute ~~historically~~medical ~~been~~marijuana ~~subject~~ to ~~fluctuations~~individuals ~~and~~who ~~are~~(i) ~~affected~~currently byhave ~~numerous~~an ~~factors~~authorization ~~beyond~~to ~~our~~possess issued ~~control,~~by ~~including~~Health ~~international economic and political conditions~~Canada, ~~levels~~or of(ii) ~~supply~~obtain ~~and~~a ~~demand,~~valid ~~availability~~medical ~~and~~document ~~costs~~from ~~of metals substitutes and international exchange rates. Stronger gold and silver prices have resulted in~~ a ~~greater~~physician ~~interest~~authorizing bythe ~~Americans~~use inof ~~selling~~marijuana ~~their~~for ~~unwanted~~medical purposes ~~jewelry, scrap gold~~ and ~~silver,~~register ~~coins~~with and ~~other~~order ~~gold~~from ~~and~~a ~~silver~~licensed ~~items~~producer. ~~There~~ ~~can~~The bemaximum ~~assurance~~amount that ~~this~~can ~~interest will continue at its current level and, when gold and silver prices do decrease, we expect fewer Americans will~~ be ~~interested~~distributed ~~in selling their gold and silver items, resulting in a lack of supply of goods~~ to usany ~~and~~one ~~more~~individual at ~~competitive conditions. Accordingly,~~ a ~~decrease~~time inis ~~gold~~approximately ~~and~~5 ~~silver~~ounces ~~prices~~(150 ~~would negatively impact our operations and financial results~~grams).

Currently, there Ifare weapproximately do40,000 ~~not~~individuals ~~attract~~who ~~event~~are ~~hosts~~qualified to purchase and ~~guests~~use medical marijuana in Canada. Under the prior regulatory scheme, weonly ~~will~~13% ~~not~~of ~~make~~the authorized users obtained their medical marijuana from the producer contracted by Health Canada. This leaves approximately 87% of the currently authorized users who are expected to change their supplier of medical marijuana to a ~~profit~~licensed producer under the MMPR, ~~which~~although ~~ultimately~~this ~~will~~transition ~~result~~may be somewhat slowed by pending legal challenges in athe ~~cessation~~Federal courts of ~~operations~~Canada regarding the requirement of private growers to destroy their existing plants. Currently, pricing of medical marijuana ranges from CAD $5 to CAD $15 per gram. According to Health Canada, over the next decade the number of authorized users is expected to increase to approximately 450,000 authorized users, with some estimating that the medical marijuana industry may increase to a $1 billion dollar industry within that same time frame.

According to ~~Our~~Health ~~success~~Canada, ~~depends~~there onare ~~our~~currently ~~ability~~at toleast ~~attract~~26 ~~event~~fully ~~hosts~~authorized ~~and~~licensed ~~guests~~medical ~~who~~marijuana ~~desire~~producers. toIt ~~sell~~is ~~their~~unknown ~~unwanted~~how ~~gold~~many producer ~~and~~license ~~jewelry~~applications ~~items~~have ~~for~~been ~~cash.~~submitted ~~Our strategy~~ to ~~attract~~Health ~~individuals~~Canada and ~~organizations~~are ~~includes~~currently ~~direct~~being ~~mail~~processed ~~and~~for ~~online advertising~~approval. IfWhile wethere has ~~are~~been ~~unsuccessful~~no inindication ~~attracting~~that aHealth ~~sufficient~~Canada may limit the number of ~~event~~producer ~~hosts~~licenses ~~and~~it ~~guests~~issues, ~~our~~we ~~ability~~believe tothat ~~make~~responsible ~~money~~ regulation and ~~our~~licensing ~~financial~~may ~~condition~~prove ~~will be harmed. We cannot guarantee that we will ever have~~ a significant ~~number~~barrier ofto ~~events.~~entry ~~Even~~in ifthe wemedical ~~accomplish~~marijuana ~~this,~~market ~~there~~for ismany nodue ~~guarantee~~to ~~that~~the westringent ~~will~~requirements of ~~generate~~both ainitial ~~profit.~~licensure Ifand weongoing ~~cannot generate a profit, we will have to suspend or cease operations~~operation.

~~In light of our limited financial resources, we may be unable to maintain agreements for the services of a precious metal refinery which could impair our ability to pursue our business.~~8

In addition, Wethere ~~need~~is tosubstantial ~~maintain~~startup acost ~~services~~associated ~~agreement~~ with beginning a ~~precious~~production ~~metal~~operation. ~~refinery~~The incomprehensive ~~connection~~licensing ~~with~~process may ~~our~~prove ~~business.~~quite Inlengthy ~~light~~and ofexpensive. Moreover, the ~~fact~~acquisition ~~that~~and wemaintenance ~~are~~cost aof ~~small~~equipment ~~company~~ and ~~have~~grow ~~limited~~space, ~~financial~~as ~~resources,~~well weas the ~~may~~preparation beof ~~unable~~necessary tooperating ~~maintain~~procedures, ~~formal~~product ~~agreements~~security ~~for~~and ~~the~~quality ~~services~~control ofdesign is significant. Furthermore, there exists a ~~precious~~significant ~~metal~~length ~~refinery.~~of Intime ~~the~~between ~~event~~commencement ~~that~~of wematerial ~~are~~operations ~~unable~~and revenue generation due to ~~maintain~~the ~~these~~production ~~services,~~process. With welimited ~~may~~resources beof ~~forced~~capital available to ~~seek~~the ~~alternative~~industry ~~sources~~via ~~for~~debt ~~such~~financing ~~services~~from ~~and~~traditional sources, we believe the startup costs ~~may~~create bea ~~higher~~formidable ~~than~~barrier ~~anticipated~~to entry.

Because the Weprivate ~~directly~~commercial ~~compete~~market ~~with~~for ~~jewelry~~medical ~~stores~~marijuana ~~and~~in ~~pawnshops~~Canada is in its infancy, ~~some~~the vast majority of ~~which~~all participants are ~~more~~new to ~~visible~~this ~~than~~market. usIn ~~and~~addition ~~most~~to ofthe ~~which~~other ~~have~~licensed ~~substantially~~producers, ~~greater~~we ~~resources~~will ~~than~~also face competition from the illegal cannabis market. However, we ~~have~~believe that, once licensed, we will be well positioned with respect to this growing market, mainly due to our status as a public reporting company, current financing, our business plan, expected production capacity, and strategic business partnerships within the industry.

Some jewelry stores and pawnshops benefit from occupying "brick and mortar" storefronts, being located in retail areas and utilizing print and other advertising in a given community, thus being more visible to potential sellers of gold and silver items, than we are. In addition, most of these jewelry stores and pawnshops have substantially greater financial and personnel resources than we have. These additional resources may allow these competitors to continue in the business longer than we can under adverse market conditions. Competition in this market is highly competitive.Seasonality

5Although we are not yet engaged in material operations with respect to our new business plan, we do not expect that our business will be seasonal.

We have limited internal marketing and sales capability at this time. Currently, our own marketing and sales force would not support growth. This limited marketing and sales capability could cause our results of operations to be stagnant for an indefinite period of time.Distribution

As we ~~Additional~~are ~~capital,~~still ifin ~~needed,~~the ~~may~~startup ~~not~~stages beand ~~available~~have onnot ~~acceptable~~at ~~terms,~~this ifpoint atin ~~all,~~time ~~and~~commenced ~~any~~material ~~additional~~operations, ~~financing~~we ~~may~~have beyet onto ~~terms~~develop ~~adverse~~methods of todistribution ~~your~~for ~~interests~~our products.

We will need additional cash to fund our operations after March 2014. Our capital needs will depend on numerous factors, including market conditions and our profitability. We cannot be certain that we will be able to obtain additional financing on favorable terms, if at all. If additional financing is not available when required or is not available on acceptable terms, we may be unable to fund expansion, successfully promote our brand name, develop or enhance our services, take advantage of business opportunities, or respond to competitive pressures or unanticipated requirements, any of which could seriously harm our business and reduce the value of your investment.Suppliers

We anticipate Ifthat we ~~are~~will ~~able~~initially torely ~~raise~~upon ~~additional~~unrelated ~~funds,~~outside ifsuppliers ~~and~~for ~~when~~marijuana ~~needed,~~plant bytissue ~~issuing~~cultures ~~additional~~to ~~equity~~commence ~~securities,~~our ~~you~~grow operations. ~~may~~We ~~experience~~will ~~significant~~likely ~~dilution~~also ofrely ~~your~~on ~~ownership~~unrelated ~~interest~~outside ~~and~~suppliers ~~holders~~to ofprovide ~~these~~various ~~new~~grow ~~securities~~related ~~may~~accessories, ~~have~~such ~~rights~~as ~~senior~~irrigation systems, toharvesting ~~yours~~tools asand adrying ~~holder~~and ofstorage ~~our common stock~~materials. IfAs we ~~obtain~~are ~~additional~~still ~~financing~~in bythe ~~issuing~~development ~~debt~~stages ~~securities,~~and ~~the~~have ~~terms~~not ofat ~~those~~this ~~securities~~point in ~~could~~time ~~restrict~~commenced ormaterial ~~prevent~~operations, uswe ~~from~~have ~~declaring~~yet ~~dividends~~to ~~and~~identify ~~could limit~~ our ~~flexibility~~initial insuppliers ~~making~~for ~~business~~the ~~decisions~~foregoing needs. InFollowing ~~this~~commencement of ~~case~~material operations, ~~the~~we ~~value~~may be able to satisfy at least a portion of ~~your~~our ~~investment~~requirement ~~could~~for bemarijuana ~~reduced~~plant tissue cultures internally from prior crops.

We had Ifanticipated ~~Tatum~~that L.Growlite ~~Morita~~would ~~resigns~~be ora ~~dies~~strategic ~~without~~supplier providing our ~~having~~grow ~~found~~lights and related accessories. As a ~~replacement,~~result ~~our~~of Growlite’s ~~operations~~current ~~may~~recall beand ~~suspended~~the orfact ~~cease.~~we Ifare ~~that~~still ~~should~~in ~~occur,~~the ~~you~~early ~~could~~stages ~~lose~~of ~~your~~development ~~investment~~no arrangements are expected at this time.

If we ~~Tatum~~were L.unable ~~Morita~~to isidentify ~~our~~suppliers ~~President,~~or ~~Chief~~come ~~Executive~~to ~~Officer~~terms ~~and~~with ~~Chief~~any ~~Financial~~suppliers ~~Officer. We~~to ~~are~~satisfy ~~dependent~~our ~~upon~~initial ~~her~~needs to ~~coordinate~~commence ~~the marketing of~~ operations, our ~~services~~ability ~~and~~to ~~for~~develop ~~her knowledge and contacts in~~ our ~~business. If~~products ~~Ms.~~may ~~Morita~~be ~~should~~adversely ~~resign or die~~affected, ~~there~~and ~~will~~as ~~be no one with her knowledge to operate the company. Further~~such, we domay ~~not~~be ~~have~~unable anto ~~employment~~meet ~~agreement with Ms. Morita and we do not have key-person life insurance for~~ our ~~benefit~~customer’s ~~should she die~~requirements. This Ifcould weresult ~~lose~~in ~~the~~significant ~~services~~loss of ~~Ms.~~revenues ~~Morita,~~ and ~~until~~damage ~~we find another person~~ to ~~replace her,~~ our ~~operations~~customer ~~may~~relationships, bewhich ~~suspended.~~could Inhave ~~that~~a ~~event,~~material itadverse effect ison ~~possible~~our ~~you~~business, ~~could~~results ~~lose~~of ~~your~~operations, ~~entire~~and ~~investment~~financial condition.

~~Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.~~Customers

We expect ~~Changing~~that ~~laws,~~our ~~regulations~~customer ~~and~~base ~~standards~~will ~~relating~~initially toconsist ~~corporate~~primarily ~~governance and public disclosure, including the Sarbanes-Oxley Act~~ of ~~2002,~~authorized ~~new~~users ~~SEC~~throughout ~~regulations and Finra rules~~Canada, ~~are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in~~ many ~~cases due to their lack~~ of ~~specificity,~~whom ~~and~~were asauthorized users aunder ~~result,~~the ~~their~~prior ~~application in practice may evolve over time as new guidance is provided by~~ regulatory scheme and ~~governing~~obtained ~~bodies,~~their ~~which~~product ~~could~~through ~~result~~private ingrowers ~~continuing~~who ~~uncertainty~~are ~~regarding~~no ~~compliance~~longer ~~matters~~permitted ~~and higher costs necessitated by ongoing revisions~~ to ~~disclosure and governance practices~~grow marijuana. We ~~are~~anticipate ~~committed~~that tothe ~~maintaining~~initial ~~high~~customer ~~standards~~market offor ~~corporate~~the ~~governance~~entire ~~and~~industry ~~public~~will ~~disclosure.~~consist Asof aapproximately ~~result~~34,000 ~~we intend~~ to ~~invest resources to comply with evolving laws~~40,000 authorized ~~regulations~~users. ~~and~~The ~~standards,~~size ~~and this investment may result in increased general and administrative expenses and a diversion~~ of ~~management~~the ~~time~~customer ~~and~~market ~~attention~~is ~~from~~expected ~~revenue-generating activities~~ to ~~compliance~~grow ~~activities. If our efforts~~ to ~~comply~~approximately ~~with new or changed laws~~450,000 ~~regulations~~authorized ~~and~~users ~~standards~~in ~~differ~~10 ~~from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed~~years.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.Employees

At this ~~Effective~~time, ~~internal~~we ~~controls~~have ~~are~~8 ~~necessary~~full ~~for~~time usemployees toand ~~provide~~1 ~~reliable~~part ~~financial~~time ~~reports~~employee. ~~and~~Our ~~effectively prevent fraud~~employees, ~~and~~including aour ~~lack~~CEO, ofprovide ~~effective~~services ~~controls~~pursuant to ~~could~~employment ~~preclude us from accomplishing these critical functions~~contracts. We ~~are~~Our ~~required~~remaining toexecutives ~~document~~provide ~~and~~services ~~test~~pursuant ~~our internal control procedures in order~~ to ~~satisfy~~independent ~~the~~contractor ~~requirements~~agreements. ofOur ~~Section~~CEO, ~~404~~President, and ofDirector, ~~the~~Mr. ~~Sarbanes-Oxley~~Benjamin ~~Act of 2002~~Ward, ~~which~~dedicates ~~requires~~100% ~~annual~~of ~~management~~his ~~assessments~~time ofto the ~~effectiveness of an issuer’s internal controls over financial reporting~~Company. ~~Assigned~~ toThe ~~accounting~~Chair ~~issues~~of atour ~~present~~Advisory isBoard, ~~only~~ Ms. ~~Morita,~~Mariana Bracic, our Vice President, ~~Chief Executive Officer~~ and ~~Chief Financial Officer~~Director, ~~which may be deemed to be inadequate~~Mr. ~~Although~~ wePeter ~~intend~~Strang, toand ~~augment~~ our ~~internal~~Vice ~~controls~~President ~~procedures~~of ~~and~~Finance, ~~expand~~Mr. ~~our~~Jim ~~accounting staff~~Creamer, ~~there~~provide isservices noto ~~guarantee~~us on ~~that~~an ~~this~~as-needed ~~effort will be adequate~~basis.

During the course of our testing, we may identify deficiencies which we may not be able to remediate. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve Research and ~~maintain~~Development an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.Expenditures

As we ~~We may~~ have tonot ~~hire~~yet ~~additional~~received ~~experienced~~a ~~precious~~License ~~metal~~for ~~appraisers~~production asor ~~our~~commenced ~~business~~material ~~expands~~operations, we have not engaged in nor incurred any research or ~~our~~development ~~business~~expenditures ~~will~~since beour ~~stagnant~~inception.

We may have to hire additional experienced personnel to assist us with precious metal appraisals if and as we expand our operations. If we need additional experienced personnel and we do not hire them, our business will be stagnant.Intellectual Property

We do ~~Because~~not ~~Tatum~~currently L.own ~~Morita,~~any ~~our~~intellectual ~~President,~~property ~~Chief~~in ~~Executive~~need ~~Officer~~of ~~and~~protection. ~~Chief~~If ~~Financial~~we ~~Officer,~~identify ~~does~~intellectual ~~not~~property ~~have~~that ~~prior~~is ~~experience~~protectable, we inintend ~~financial~~to ~~accounting~~seek ~~and~~such ~~the~~protection ~~preparation~~through ~~of reports under~~ the ~~Securities~~appropriate ~~Exchange Act of 1934~~avenues, wesuch ~~may~~as ~~have~~copyright toor ~~hire~~trademark ~~individuals~~protection, ~~which~~for ~~could~~the ~~result~~benefit of inour ancompetitive ~~expense we may be unable to pay~~advantage.

Government Regulation ~~Because Tatum L. Morita, our President, Chief Executive Officer~~ and Chief Financial Officer, does not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire additional experienced personnel to assist us with their preparation. If we need additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment.Standards

Having only two officers and two directors (the same persons) limits our ability to establish effective independent corporate governance procedures and increases the control of our senior executive officer.Canada

In Canada, Wewhere ~~have~~we ~~only two directors and two officers. Accordingly~~operate, wethe ~~cannot~~use ~~establish board committees comprised~~ of ~~independent~~marijuana ~~members~~for tomedicinal ~~oversee~~purposes ~~functions~~has ~~like~~been ~~compensation~~legal orand ~~audit~~regulated ~~issues. In~~by ~~addition,~~Health aCanada ~~tie~~since ~~vote~~the passage of ~~board~~the ~~members~~Marijuana isMedical ~~decided~~Access inRegulation ~~favor of~~ (the ~~chairman~~“MMAR”) ~~(who~~in is2001. ~~Tatum~~Under L.the ~~Morita~~MMAR, ~~our~~patients ~~President,~~with ~~Chief~~physician ~~Executive~~prescribed authorization ~~Officer~~could ~~and~~obtain ~~Chief~~marijuana ~~Financial~~through ~~Officer)~~Health Canada, ~~which~~grow ~~gives~~privately ~~Ms.~~for ~~Morita~~personal ~~significant~~use ~~control~~or ~~over~~designate ~~all~~a ~~corporate~~third ~~issues~~party for private growth.

7On April 1, 2014, the MMAR was replaced by the MMPR (Marijuana for Medical Purposes Regulation). The MMPR treats marijuana similarly to other narcotic pharmaceuticals used for medical purposes by establishing a regulated privatized industry for the controlled production and commercial distribution of medical marijuana to authorized users in Canada. As of March 31, 2014, all production licenses issued under the MMAR were to expire and existing marijuana plants possessed by private growers were to be destroyed with the effectiveness of the MMPR. However, due to pending litigation on these issues in the Federal Courts of Canada, Health Canada continues to honor the licenses issued under the MMAR until a decision is rendered in these cases.

Under the ~~Unless~~MMPR, Health Canada will license entities to engage in medical marijuana production and ~~until~~distribution. weHealth ~~have~~Canada awill ~~larger~~also formulate ~~board~~and ofenforce ~~directors~~production ~~that~~and ~~would~~distribution ~~include~~standards ~~one~~for orthe ~~more~~licensed ~~independent~~producers. ~~members~~Patients will continue to be prescribed authorized use by a physician, ~~there~~and then authorized users will be ~~limited~~required ~~oversight~~sign ofup Mswith a licensed producer to obtain their prescribed product. ~~Morita’s~~Because ~~decisions~~the ~~and~~MMPR ~~activities~~is ~~and~~so ~~little~~new, ~~ability~~it ~~for~~is ~~you~~difficult to ~~challenge~~accurately orpredict ~~reverse~~with ~~those~~confidence ~~activities~~the ongoing costs of compliance and developments ~~decisions,~~in ~~even~~the iflaw. ~~they~~Non-medicinal ~~are~~use ~~not~~of inmarijuana ~~your~~remains ~~best~~illegal ~~interests~~in Canada.

~~Risks Related to Our Common Stock~~United States

As of Anthe ~~active~~date ~~trading~~of ~~market~~this ~~may~~Annual ~~not~~Report, ~~develop~~23 states and the District of Columbia permit the use of medical marijuana and approximately 10 other states either permit the use or have officially sanctioned studies on the medical efficacy of Cannabidiol (CBD), an oil extracted from the marijuana plant. Additionally, 4 states have passed laws permitting non-medicinal use of marijuana by adults. However, marijuana remains a Schedule-I controlled substance, the use of which for any reason remains illegal under federal law. Even in those states in which the ~~future~~use of marijuana has been legalized, its use remains a violation of federal laws.

Despite the Anillegality ~~active~~of ~~trading~~marijuana ~~market~~use ~~may~~under United States federal law, we have not ~~develop~~discovered ora legal basis under United States federal law by which our wholly-owned Canadian subsidiary, ifCanada ~~developed~~Cannabis Corp., ~~may~~is ~~not~~prohibited befrom ~~sustained. The~~producing ~~lack~~or ofsupplying anmarijuana in ~~active~~compliance ~~market~~with ~~may~~Canadian ~~impair~~law. ~~your~~Additionally, ~~ability~~we do not believe there to ~~sell~~be ~~your~~a ~~shares~~legal ofbasis ~~common~~for ~~stock~~any ataction against the ~~time~~Company by ~~you~~United ~~wish~~States federal authorities for such activity. Furthermore, we do not believe there to ~~sell~~be ~~them~~any orbasis atunder awhich ~~price~~federal authorities ~~that~~may ~~you~~take ~~consider~~action ~~reasonable. The~~against ~~lack~~our shareholders based on ownership of anour ~~active~~stock ~~market~~and ~~may~~our ~~also~~business ~~reduce~~activities, although the position ~~market~~of ~~value~~the Department of Justice (“DOJ”) on the subject and ~~increase~~whether the ~~volatility~~DOJ will take any action based on such a position, once formalized, remains unclear. However, because of ~~your~~the ~~shares~~novelty of ~~common~~this ~~stock. An~~issue ~~inactive~~and ~~market~~lack ~~may~~of ~~also~~available ~~impair~~precedents, we ~~our~~can ~~ability~~neither topredict ~~raise~~how ~~capital~~current byand ~~selling~~future ~~shares~~federal ofauthorities ~~common~~will ~~stock~~interpret and enforce existing laws nor how laws adopted in the future may ~~impair~~affect our ability to ~~acquire~~carry ~~other~~on ~~companies~~business orand ~~assets~~the bystatus ~~using shares~~ of ~~our~~investments ~~common~~in ~~stock~~the ~~as consideration~~Company.

~~Our current management can exert significant influence over us and make decisions that are not in the best interests of all stockholders.~~10

Tatum L. Morita, our President, Chief Executive Officer and Chief Financial Officer, owns 92% of our outstanding shares of common stock. As a result, Ms. Morita will be able to assert significant influence over all matters requiring stockholder approval, including the election and removal of directors and any change in control. This concentration of ownership of our outstanding shares of common stock could have the effect of delaying or preventing a change in control, or otherwise discouraging or preventing a potential acquirer from attempting to obtain control. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of the owners of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and, accordingly, could cause us to enter into transactions or agreements that we would not otherwise consider.Environmental Laws

We have ~~Finra~~not ~~sales~~incurred ~~practice~~and ~~requirements~~do ~~may~~not ~~limit~~anticipate aincurring ~~stockholder’s~~any ~~ability~~expenses associated with environmental laws. We have not yet and do not currently expect to ~~buy~~make significant capital expenditures in order to comply with applicable environmental laws and ~~sell~~regulations. We cannot predict with certainty our ~~stock~~future capital expenditure requirements because of continually changing compliance standards and environmental technology. We do not have insurance coverage for environmental liabilities and do not anticipate obtaining such coverage in the future unless needed due to new or evolved business plans. We have budgeted CAD $250,000 (USD $214,975) to perform soil remediation work at the Brampton facility although it is not currently a requirement to do so.

~~The Financial Industry Regulatory Authority, or Finra, has adopted rules that require that in recommending an investment~~ Reports to aSecurity customer, a broker/dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities (commonly referred to as penny stock) to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, Finra believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Finra requirements will make it more difficult for broker/dealers to recommend that their customers buy our common stock when traded, which may have the effect of reducing the level of trading activity and liquidity of our common stock in the future. Further, many brokers charge higher fees for these speculative low-priced securities transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.Holders

8We will continue to be a reporting company and will comply with the requirements of the Exchange Act. We will file quarterly and annual reports and other information with the SEC, and we will send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.

The public Wemay ~~will~~read ~~incur~~and ~~ongoing~~copy ~~costs~~any ~~and~~materials ~~expenses~~the ~~for~~Company files with the SEC ~~reporting~~at ~~and~~the ~~compliance~~SEC's ~~and~~Public weReference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may ~~not~~obtain beinformation ~~able~~on tothe ~~remain~~operation inof ~~compliance~~the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, ~~making~~the itSEC ~~difficult~~maintains ~~for~~an ~~investors~~Internet tosite ~~sell~~that ~~their~~contains ~~shares~~reports, ifproxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at ~~all~~http://www.sec.gov.

Item ~~Our shares are quoted on the OTC Bulletin Board operated by Finra~~1A. To beRISK eligible for quotation on the OTC Bulletin Board, issuers must remain current in their periodic report filings with the SEC. Securities that become delinquent in their required filings are removed. In order for us to remain in compliance we will require funds to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.FACTORS

An investment ~~Our~~in ~~charter~~our ~~contains~~Company ~~some~~is ~~anti-takeover~~highly ~~provisions~~speculative ~~that~~in ~~may~~nature ~~inhibit~~and ainvolves ~~takeover~~an ~~that~~extremely ~~might~~high ~~benefit~~degree ~~you~~of risk.

We are ~~The~~an ~~provisions~~early instage ~~our~~company ~~certificate~~with ofa ~~incorporation~~limited ~~relating~~operating tohistory ~~delegation~~and ~~to the board of directors of rights to determine the terms of preferred stock~~ may ~~have~~never ~~the~~be ~~effect~~able ~~not only of discouraging attempts by others~~ to ~~buy~~effectuate ~~us,~~our ~~but~~business ~~also~~plan ofor ~~making~~achieve itsufficient revenues ~~more difficult~~ or ~~impossible~~profitability; ~~for~~at ~~stockholders~~this tostage ~~make management changes. The ability~~ of our ~~board of directors to determine the terms of preferred stock~~business, ~~while~~even ~~providing flexibility in connection~~ with ~~possible~~our ~~business~~good ~~purchases~~faith ~~and other corporate purposes~~efforts, ~~could~~potential ~~make~~investors ithave ~~more difficult for~~ a ~~third~~high ~~party to secure a majority~~ probability of ~~our~~losing ~~outstanding~~their ~~shares~~entire ~~of common stock~~investment.

We are ~~Our~~subject ~~common~~to ~~stock~~all isof ~~considered~~the ~~“penny~~risks ~~stock”~~inherent ~~and~~in ~~may~~a development stage company. In particular, potential investors should be ~~difficult~~aware tothat we ~~sell.~~have not proven that we can:

● ~~The~~raise ~~SEC~~sufficient ~~has~~capital adopted regulations which generally define “penny stock” to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be below $5.00 per share and therefore may be designated as a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of our stockholders to sell their shares. In addition, since we are still in the ~~process~~public ~~of getting our shares of common stock quoted on the OTC Bulletin Board, our stockholders may find it difficult to obtain accurate quotations of our common stock~~ and ~~may find few buyers to purchase the stock~~ /or aprivate ~~lack of market makers to support the stock price.~~markets;

● Wehave doaccess ~~not~~to ~~anticipate~~a ~~paying~~line ~~dividends~~of credit in the ~~foreseeable~~institutional ~~future;~~lending ~~you~~marketplace ~~should~~for ~~not~~the ~~buy~~expansion of our ~~stock if you expect dividends.~~business;

● Werespond ~~currently~~effectively ~~intend~~ to ~~retain~~competitive ~~our~~pressures; ~~future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.~~or

● Werecruit ~~could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests~~ and ~~impairing~~build ~~their~~a ~~voting~~management ~~rights,~~team ~~and~~to ~~provisions~~accomplish in our ~~charter~~business ~~documents and under Delaware corporate law could discourage a takeover that stockholders may consider favorable~~plan.

~~Our certificate of incorporation authorizes the issuance of up to 5~~Accordingly,~~000,000~~ our ~~shares~~prospects ofmust ~~“blank check” preferred stock with designations, rights and preferences as may~~ be ~~determined~~considered ~~from~~in ~~time~~light ~~to time by our board~~ of ~~directors. Our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute~~ the ~~interest of~~risks, orexpenses ~~impair~~and ~~the~~difficulties ~~voting~~frequently ~~power~~encountered ~~of,~~in ~~our~~establishing ~~common stockholders. The issuance of~~ a ~~series of preferred stock could be used as a method of discouraging~~new business, ~~delaying~~and ~~or preventing a change in control. For example, it would be possible for~~ our ~~board~~Company ofis ~~directors~~a tohighly ~~issue~~speculative ~~preferred~~venture ~~stock~~involving ~~with~~significant ~~voting~~financial ~~or other rights or preferences that could impede the success of any attempt to change control of our company~~risk. ~~In addition, advanced notice is required prior to stockholder proposals.~~

9The Company was recently formed, has no operating history, and may never be profitable.

Since the WeCompany ~~are~~has annot ~~“emerging~~commenced ~~growth~~material ~~company”~~operations, ~~under~~it is difficult for potential investors to evaluate the ~~JOBS~~Company’s ~~Act~~business. The ofCompany ~~2012~~will need to raise capital through private offerings, ~~and~~debt wefinancing, ~~cannot~~or by other means to be ~~certain~~able ifto ~~the~~fund ~~reduced~~its ~~disclosure~~operations. There ~~requirements~~can ~~applicable~~be tono ~~emerging~~assurance ~~growth~~that ~~companies~~the Company will ~~make~~be ~~our~~profitable ~~common~~or that the stock ~~less~~of ~~attractive~~the toCompany ~~investors~~will have any value.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.11

We have Ina ~~addition,~~limited ~~Section~~track ~~107~~record ~~of the JOBS Act also provides~~ that anwould ~~“emerging~~provide ~~growth company” can take advantage of the extended transition period provided in Section 7(~~a~~)(2)(B)~~ ofbasis ~~the Securities Act~~ for ~~complying~~assessing ~~with~~our ~~new~~ability orto ~~revised~~conduct ~~accounting~~successful ~~standards.~~business ~~In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~activities. We may ~~are~~not ~~choosing~~be tosuccessful ~~take~~in ~~advantage~~carrying ofout ~~the~~our ~~extended~~business ~~transition period for complying with new or revised accounting standards~~objectives.

The revenue Weand ~~will~~income ~~remain~~potential anof ~~“emerging~~our ~~growth~~proposed ~~company”~~business ~~for~~and upoperations are unproven as a limited operating history makes it difficult to ~~five~~evaluate ~~years,~~the ~~although~~future weprospects ~~will~~of ~~lose~~our ~~that~~business. ~~status~~There ~~sooner~~is iflimited information at this time on which to base an assumption that our ~~revenues~~business ~~exceed~~operations $1will ~~billion,~~prove ifto be successful or that we ~~issue~~will ~~more~~ever ~~than~~be $1able ~~billion~~to inoperate ~~non-convertible~~profitably. ~~debt~~Accordingly, inwe have a limited ~~three~~track record of successful business activities, strategic decision making by management, fund-~~year~~raising ~~period~~ability, orand ifother factors that would allow an investor to assess the ~~market~~likelihood ~~value~~that ofwe will be successful in marketing our ~~common~~services. ~~stock~~As ~~that~~such, there is ~~held~~a bysubstantial ~~non-affiliates~~risk ~~exceeds~~that ~~$700~~we ~~million~~will asnot ofbe ~~May~~successful 30in ofgenerating ~~any~~sufficient ~~year~~operating revenues or in achieving profitable operations, irrespective of competition.

The time ~~Our~~needed ~~status~~to asobtain anregulatory ~~“emerging~~approvals ~~growth~~and ~~company”~~respond ~~under the JOBS Act of 2012 may make it more difficult~~ to ~~raise~~changes ~~capital~~in asregulatory ~~and~~requirements ~~when~~could weadversely ~~need~~affect itour business.

Our ability ~~Because~~to ofcommence ~~the~~full ~~exemptions~~operations ~~from~~is ~~various~~subject ~~reporting requirements provided~~ to usregulation asby anHealth ~~“emerging~~Canada ~~growth company”~~ and ~~because~~other wegovernmental ~~will~~or ~~have~~public anhealth ~~extended~~agencies. In ~~transition~~particular, ~~period~~we ~~for~~are ~~complying~~required ~~with~~to ~~new~~obtain ora ~~revised~~production ~~financial~~license ~~accounting~~from ~~standards,~~Health weCanada ~~may~~to becultivate ~~less~~our ~~attractive~~product ~~to investors~~ and itwill ~~may~~continue to be ~~difficult~~subject ~~for us~~ to ~~raise~~strict ~~additional~~governmental ~~capital~~controls ason ~~and~~the ~~when~~cultivation, weharvesting, ~~need~~processing, ~~it. Investors~~labeling, ~~may~~distribution beand ~~unable~~marketing ~~to compare~~ of our ~~business~~products. ~~with~~In ~~other~~addition, ~~companies~~ in ~~our~~the ~~industry~~jurisdictions ifwhere ~~they~~the ~~believe~~use ~~that~~of our ~~financial~~products ~~accounting~~ is ~~not~~legal, aswe ~~transparent~~will aslikely ~~other~~be ~~companies~~required into ~~our~~obtain ~~industry. If~~approval or weregistration ~~are~~with ~~unable~~foreign togovernments ~~raise~~or ~~additional~~regulatory ~~capital~~bodies asbefore ~~and when~~ we ~~need~~can ~~it,~~import ~~our financial condition~~ and ~~results~~sell ofour ~~operations~~products ~~may~~in beforeign ~~materially and adversely affected~~countries.

~~CAUTIONARY~~The process ~~NOTE~~of ~~REGARDING~~obtaining ~~FORWARD~~required approvals or clearances from governmental or public health agencies can involve lengthy and detailed application processes, laboratory testing, sampling activities and other costly, time-~~LOOKING~~consuming ~~STATEMENTS~~procedures. The submission of an application to Health Canada or other regulatory authority for licensure or other regulatory approvals or compliance does not guarantee that an approval or clearance to produce and supply our products will be received. Each authority may impose its own requirements and delay or refuse to grant approval or clearance, even though a product has been approved by other authorities within the same government or by the authorities of other governments.

~~Included in this annual report are “forward-looking” statements~~Moreover, ~~as well as historical information. Although we believe that~~ the ~~expectations~~license ~~reflected~~approval inprocess ~~these~~can ~~forward-looking~~be ~~statements~~complex ~~are~~and ~~reasonable,~~lengthy. weThis ~~cannot~~time ~~assure~~span ~~you~~increases ~~that~~our ~~the~~costs ~~expectations~~to ~~reflected~~obtain inlicensure ~~these~~prior ~~forward-looking~~to ~~statements~~being able ~~will prove~~ to becommence ~~correct. Our~~operations actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that ~~use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “~~may,” ~~“project,”~~generate ~~“plan,”~~revenue ~~“will,” “shall,” “should”~~ and ~~similar~~increases ~~expressions, including when used in~~ the ~~negative. Although~~risk ~~we believe~~ that ~~the~~we ~~expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and no assurance can be given that actual results~~ will benot ~~consistent with these forward-looking statements~~succeed. Actual results may be materially different than those described in this annual report. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking statements include the factors described in the “Risk Factors” section and elsewhere in this annual report.

10Because regulation of the medical marijuana industry is quite new, the laws and regulations are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt the Company’s business and result in a material adverse effect on its operations. Newly promulgated or changed regulations could also require us to undergo additional licensure and regulatory compliance processes and procedures, or could make it impractical or impossible for us to produce or market our products for certain uses in certain markets, or at all. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can the Company determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its business.

The regulations ~~All~~in ~~forward-looking~~some ~~statements~~jurisdictions ~~attributable~~may torestrict usour ~~are~~ability ~~expressly~~to ~~qualified~~sell products in ~~their~~those ~~entirety by these and other factors~~jurisdictions. ~~Except~~ asWhile ~~required by federal securities laws,~~ we ~~undertake~~intend ~~no obligation~~ to ~~update~~work orwith local ~~revise~~legislators ~~these~~and ~~forward-looking~~regulators ~~statements, whether~~ to ~~reflect~~remove ~~events~~ or ~~circumstances~~modify ~~after~~any ~~the~~applicable ~~date initially filed or published~~restrictions, tothere ~~reflect~~is ~~the~~no ~~occurrence~~guarantee ofwe ~~unanticipated~~will ~~events~~be orsuccessful in ~~otherwise~~these efforts.

The Company ~~Item~~may ~~1B. Unresolved~~not ~~Staff~~be ~~Comments~~able to obtain additional licenses.

In addition ~~None~~to its initial license from Health Canada, which has been applied for but not received, the Company’s business plan calls for it to obtain additional production licenses through strategic acquisition. If the Company is unable to successfully identify targets and close acquisitions to obtain those licenses, its potential for growth and profitability may be limited.

The Company’s ~~Item~~business 2is dependent on laws pertaining to the marijuana industry. ~~Properties~~

Continued development Weof ~~currently~~the ~~utilize~~marijuana anindustry ~~office~~is independent ~~the~~upon ~~home~~continued oflegislative ~~Tatum~~authorization Lof marijuana. ~~Morita,~~While ~~our~~there ~~President~~may be ample public support for legislative authorization, ~~Chief~~numerous ~~Executive~~factors ~~Officer~~impact ~~and~~the ~~Chief~~legislative ~~Financial~~process. ~~Officer~~Any one of these factors could slow or halt use of marijuana in Canada or in other jurisdictions, onwhich awould ~~rent-free~~negatively ~~basis~~impact the Company’s proposed business.

~~Item 3. Legal Proceedings~~12

Additionally, many AsU.S. state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. While the Company does not intend to harvest, distribute or sell marijuana in the United States, it is unclear whether regulatory authorities in the United States would object to the registration or public offering of ~~December~~securities 11in the United States by the Company, ~~2013~~to the status of the Company as a reporting company, weor ~~are~~even ~~not~~to ~~involved~~investors investing in ~~any~~or ~~pending~~a United States-based parent company owning a subsidiary that engages in marijuana production and supply pursuant to the laws and authorization of the jurisdiction where the activity takes place. Any such objection or ~~threatened~~interference ~~legal~~could ~~proceedings~~delay indefinitely or increase substantially the costs to access the United States equity markets.

The marijuana ~~Item~~industry ~~4. Mine~~faces ~~Safety~~strong ~~Disclosures~~opposition.

It is ~~Not~~believed ~~applicable~~by many that large well-funded businesses may have a strong economic opposition to the marijuana industry. The Company believes that the pharmaceutical industry may seek to block competitive products. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact on the Company’s proposed business.

11If we are unable to obtain additional funding, our business operations will be harmed.

~~PART~~We will IIrequire additional funds to operate our business and address all necessary infrastructure concerns. We anticipate that we will require a minimum of $23,000,000 to fund our continued operations for the next twelve months and, more specifically, initiate the cultivation process. The inability to raise the required capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause the Company to become dormant. Any additional equity financing may involve substantial dilution to our then existing shareholders.

~~Item~~There is 5.substantial ~~Market~~doubt ~~for~~about ~~Registrant’s~~our ~~Common~~ability ~~Equity,~~to ~~Related~~continue ~~Stockholder~~as ~~Matters~~a ~~and~~going ~~Issuer Purchases of Equity Securities~~concern.

~~Common~~In their ~~Stock~~audit report with regard to the financial statements of the Company as of December 31, 2014, our independent registered public accountants have expressed an opinion that substantial doubt exists as to whether we can continue as a going concern. Because we have limited cash resources, we believe that if we do not raise additional capital within the next 12 months, we may be required to suspend or cease the implementation of our business plan. As such we may have to cease operations and our investors could lose their entire investment. Accordingly, we may find it difficult or impossible to attract investors.

Adverse capital Weand ~~are~~credit ~~authorized~~market toconditions ~~issue~~may ~~95,000,000~~significantly ~~shares~~affect ofour ~~common~~ability ~~stock,~~to ~~par~~meet ~~value~~liquidity ~~$0.000001 per share. As of December 11~~needs, ~~2013,~~access ~~there~~to ~~were~~capital ~~4,333,350 shares of common stock issued~~ and ~~outstanding held by 41 stockholders~~ cost of ~~record~~capital.

~~Market~~If the ~~Information~~condition of the credit and capital markets materially declines, we might not be able to obtain financing on terms we consider acceptable, if at all. In addition, traditional debt financing resources have been reluctant to engage with and lend to participants in the medical marijuana industry because of potential compliance issues for those parties caused by the continued criminalization of marijuana in many jurisdictions. Moreover, disruptions, weakness and/or volatility in domestic and global financial markets or economic conditions, generally, may increase the interest rates that lenders and commercial paper investors require us to pay and adversely affect our ability to finance our capital expenditures, through borrowings or alternative capital sources, such as other equity or debt offerings. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. Additionally, once we commence material operations, such conditions may significantly reduce our profitability and decrease our financial flexibility. Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by such factors. There can be no assurance that the Company will be able to obtain the capital needed to continue operations.

~~On April 3, 2013, our common stock became qualified for quotation on the OTC Bulletin Board under the symbol GPAY.~~13

Limited access ~~The~~to ~~following table sets forth~~ the ~~range~~services of ~~high~~banks ~~and~~may ~~low~~adversely ~~bid~~affect ~~quotations~~our asability ~~reported~~to onmeet ~~the~~liquidity ~~OTC~~needs ~~Bulletin~~and ~~Board~~function ~~for the periods indicated:~~efficiently.

	High		Low
Fiscal Year ending September 30, 2014	$	0.10	$	0.10
First quarter ending December 31, 2013
(through December 11)
Fiscal Year ended September 30, 2013	$	0.10	$	0.10
Third quarter ended June 30, 2013	$	0.10	$	0.10
Fourth quarter ended September 30, 2013

As discussed above, the use of marijuana is illegal under United States federal law and the law of many other jurisdictions. Therefore, there is a compelling argument that banks in these jurisdictions cannot accept for deposit funds from the medical marijuana industry and therefore cannot do business with us. Because of these limitations, we may have trouble finding a bank willing to accept our business. Banking regulators have provided minimal guidance to banks on the ability to conduct business with the medical marijuana industry and many legislative efforts have been undertaken to further clarify and permit banks to provide services to and transact business with the medical marijuana industry. To date, these legislative efforts have yet to succeed to clearly permitting banks to engage in business transactions with the medical marijuana industry and there can be no assurance such legislation will prove successful. In light of this, despite the guidance of some banking regulators, most banks remain hesitant to do business with the medical marijuana industry in the absence of actual legislation, concerned that banking regulators of the applicable jurisdictions may strictly enforce current prohibitions on banks handling funds generated from an activity that is illegal under federal law. Our inability to open accounts and otherwise use the service of banks may make it difficult for us to access capital or credit lines, meet our liquidity needs, and otherwise function efficiently and effectively as an operating business.

Our ability ~~The~~to ~~quotations~~sell ~~reflect~~products ~~inter-dealer~~could ~~prices,~~be ~~without~~adversely ~~retail~~affected ~~mark-ups,~~by ~~mark-downs~~competition orfrom ~~commissions~~new and ~~may~~existing ~~not~~licensed ~~necessarily~~medical ~~represent~~marijuana ~~actual~~producers and ~~transactions~~by treatment or other non-marijuana based products which may be developed.

The commercial ~~closing~~medical ~~price~~marijuana industry is quite new in Canada and is highly competitive and rapidly changing. Some of our ~~common~~principal competitors ~~stock~~have onalready ~~the~~received ~~OTC~~a ~~Bulletin~~producer ~~Board~~license onfrom ~~December~~Health 11Canada, ~~2013~~thus ~~was~~allowing $0them to commence cultivation of marijuana plants.10 ~~per~~These ~~share~~competitors may be able to bring their medical marijuana to market before we are able to and establish themselves as a supply source to authorized users. Additionally, as new strains of medical marijuana products enter the market, our products may become obsolete or a competitor’s products may be more effective or more effectively marketed and sold than ours. If we fail to establish, maintain and enhance a competitive position as a producer of high-quality medical marijuana effective at treating our customer’s conditions and symptoms, our customers may decide to use products developed by competitors which could result in a loss of revenues.

~~Until an active market develops~~In addition, ifthe ~~ever,~~development ~~the~~and ~~price~~commercialization atof ~~which~~products ~~our~~outside ~~shares~~of ~~will~~the ~~trade~~medical ismarijuana ~~likely~~industry tocould ~~fluctuate~~adversely ~~significantly. Prices~~affect ~~for~~sales of our ~~common~~product. ~~stock~~For ~~may be influenced by many factors~~example, ~~including~~ the ~~depth~~development ~~and liquidity~~ of ~~the~~safe ~~market~~and ~~for~~effective ~~our~~alternative ~~shares~~pharmaceuticals ofor ~~common~~treatments ~~stock,~~regimens ~~developments~~for ~~affecting~~the diseases ~~our~~or ~~business~~conditions ~~generally,~~that ~~including~~our ~~the~~medical ~~impact~~marijuana ofproducts ~~the~~are ~~factors~~designed ~~referred~~ to inalleviate ~~“Risk~~or ~~Factors~~treat,” ~~investor~~could ~~perception~~reduce, ~~and~~or ~~general~~eventually ~~economic~~eliminate the ~~and~~demand ~~market~~for ~~conditions.~~our Noproducts ~~assurance~~and ~~can~~thereby beresult ~~given~~in ~~that~~ a ~~liquid~~loss ~~market, if any, will ever develop for our shares~~ of ~~common stock~~revenues.

~~Dividends~~Our research, development and commercialization efforts may not succeed or our competitors may develop and commercialize more effective or successful diagnostic products.

In order ~~Holders of common stock are entitled~~ to ~~receive~~remain ~~ratably such dividends~~competitive, ifwe ~~any,~~must asregularly ~~may~~commit besubstantial ~~declared~~resources byto ~~the~~research ~~board of directors out of our surplus. We have not paid any dividends since our inception,~~ and ~~we presently anticipate that all earnings, if any, will be retained for~~ development ofand ~~our business. Any future disposition of dividends will be at~~ the ~~discretion~~ commercialization of ~~our~~new ~~board~~medical ofmarijuana ~~directors~~strains and ~~will depend upon, among other things, our future earnings, operating and financial condition, capital requirements and other factors~~products.

12We believe that the research and development process will generally take a significant amount of time from inception to commercial product launch. This process is conducted in various stages. During each stage there is a substantial risk that we will not achieve our goals on a timely basis, if at all, and we may have to abandon a product in which we have invested substantial amounts of resources.

~~Preferred~~Successful products ~~Stock~~require significant development and investment, including testing, to demonstrate their treatment effectiveness, cost-effectiveness or other benefits prior to commercialization. In addition, regulatory approval may be required before products may be sold. Additional development efforts on products requiring pre-approval may be required before any regulatory authority will review them. Regulatory authorities may not approve these products for commercial sale. In addition, even if a product is developed and all applicable regulatory approvals are obtained, there may be little or no market for the product. Accordingly, if we fail to develop commercially successful products, or if competitors develop more effective products or a greater number of successful new products, customers may decide to use products developed by our competitors. This would result in a loss of revenues and adversely affect our results of operations, cash flows and business.

~~We are authorized to issue 5,000,000 shares of preferred stock, par value $0.000001 per share. As of December 11, 2013, there were no shares of preferred stock outstanding.~~14

If we ~~Preferred~~lose ~~stock~~our ~~may~~key bepersonnel ~~issued~~or inare ~~series~~unable ~~with~~to ~~preferences~~attract and ~~designations~~retain asqualified ~~the~~personnel ~~board of directors may from time to time determine (commonly known~~ as ~~“blank check” preferred stock). The board may~~necessary, ~~without~~our ~~shareholders~~business ~~approval, issue preferred stock with voting, dividend, liquidation and conversion rights that~~ could ~~dilute~~be ~~the voting strength of our common shareholders and may assist management in impeding an unfriendly takeover or attempted changes in control~~harmed.

~~Securities~~Our success ~~Authorized~~will depend to a large extent upon the contributions of our executive officers, management, and sales, marketing, operations, horticultural and scientific staff. We may not be able to attract or retain qualified employees in the future due to the intense competition for ~~Issuance~~qualified ~~under~~personnel ~~Equity~~among ~~Compensation~~medical ~~Plans~~marijuana businesses.

If we Weare do not ~~have~~able ~~any~~to ~~compensation~~attract ~~plans~~and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will adversely affect our ability to effectively cultivate, harvest, process, sell and market our products, to meet the demands of our customers in a timely fashion, or ~~arrangements~~to ~~under~~support ~~which~~internal ~~equity~~research ~~securities~~and ~~are~~development ~~authorized~~programs. Although we believe we will be successful in attracting and retaining qualified personnel, competition for ~~issuance~~experienced horticulturalists, scientists and other personnel from numerous industries, companies and academic and other research institutions may limit our ability to do so on acceptable terms.

~~Purchases~~We may be held liable for injuries resulting from the use of ~~Equity~~our ~~Securities~~products.

We may Nobe ~~purchases~~held liable if any of our ~~own~~products ~~equity~~is ~~securities,~~found ~~either~~to asbe athe ~~part~~cause of, or a ~~publicly-announced~~contributing ~~plan~~factor in the cause of, injury of any type or is found otherwise unsuitable during product testing, ~~were~~cultivation, ~~made~~harvesting, ~~during~~processing, ~~any~~marketing, ~~month~~sale or usage. Although we intend to insure against such potential risks prior to implementation of the commercialization of our products, to the extent that insuring against such risks is possible and economically feasible and efficient, in ~~fiscal~~our ~~2013~~determination, this insurance may not fully cover potential liabilities. As we bring new products to market, we may need to increase such insurance coverage.

~~Item~~Efforts to 6.consolidate, ~~Selected~~restructure ~~Financial~~or ~~Data~~participate in mergers and acquisitions could adversely affect our business.

We may ~~Not~~from ~~applicable~~time to time restructure and consolidate various aspects of our operations, or participate in strategic mergers or make acquisitions in order to achieve cost savings and other efficiencies and grow our Company. We may be required to obtain Health Canada approval or reapply for any licenses then issued to transfer certain operations to another location or consummate a merger or acquisition. This transfer or consolidation of operations and the need to obtain Health Canada approval or reapply for existing licenses could interfere with or delay our cultivation, harvesting, and processing activities and disrupt continued operations. If the Company deems the associated risks as being too great, we may even forgo such opportunities and reassess alternative avenues to reducing costs, maximizing efficiency, and/or growing the Company. Any delay in or disruption of operations, and in particular cultivation, harvesting, and processing operations, could result in increased costs or could delay or prevent us from selling certain products and thereby result in a loss of revenue.

~~Item~~Our existing 7.and ~~Management’s~~future ~~Discussion~~acquisitions ~~and~~or ~~Analysis~~investments ofcould ~~Financial~~disrupt ~~Condition~~our ongoing business, distract our management, increase our expenses and ~~Results~~adversely ofaffect ~~Operations~~our business.

We have ~~You~~already ~~should~~made ~~read~~significant ~~the~~strategic ~~following~~acquisitions ~~description~~and ofinvestments ~~our~~as ~~financial~~a ~~condition~~means to expand and ~~results~~diversify ofour ~~operations~~business inand ~~conjunction~~we ~~with~~may consider ~~the~~additional ~~consolidated~~strategic ~~financial~~acquisitions ~~statements~~or ~~and~~investments ~~accompanying~~as ~~notes~~a ~~included~~way to expand our business in ~~this~~the ~~annual~~future. ~~report~~These ~~beginning~~activities, and their impact on ~~page~~our ~~F-1.~~business, are subject to the following risk factors:

● ~~This~~Such ~~section~~acquisitions ~~includes~~or ainvestments ~~number~~may ofbe ~~forward-looking~~subject ~~statements~~to ~~that~~regulatory ~~reflect~~approval ~~our~~or ~~current~~the ~~views~~requirement ~~with respect~~ to ~~future~~reapply ~~events~~for ~~and~~existing ~~financial~~licenses ~~performance. Forward-looking~~issued ~~statements are often identified~~ by ~~words~~Health ~~like~~Canada ~~“believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions,~~ or ~~words~~other ~~which,~~regulatory by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.authorities;

~~Overview~~● Suitable acquisitions or investments may not be found or consummated on terms that are satisfactory to us;

● We ~~organize~~may ~~events~~be ~~and~~unable ~~parties in which guests bring their unwanted jewelry, scrap gold and silver, coins and other gold and silver items~~ to ~~sell~~successfully tointegrate ~~us. Our~~an ~~events~~acquired ~~are~~company’s centered around home and office parties hosted primarily by individuals. We will also support organizations by holding fundraising events hosted by churches and other charitable or religious organizations. A Gold Party Payday event host typically receives 10% of the gross proceeds received at the event. The host will also receive a bonus equal to 5% of the gross proceeds received at the first party or event that is booked by a guest who attended the original event. To datepersonnel, ~~we have organized 26 parties~~assets, ~~purchasing~~management ~~approximately~~systems ~~$22,100 in gold~~ and ~~silver~~technology ~~items. In~~into May and June 2012, we sold approximately $4,000 in gold items and, in August 2013, we sold approximately $10,500 in gold items to a metal refiner and we are currently holding approximately $3,500 in additional gold and silver items in inventory. We have generally tried to hold one to two parties per month on average in fiscal 2013, and are currently scheduling appointments for fiscal 2014. Two to 15 people have attended each of our ~~parties and we expect that number of guests to be consistent at future events.~~business;

13● Acquisitions and investments may require substantial expense and management time and could disrupt our business;

● ~~Event~~An ~~guests~~acquisition ~~have their items tested, measured, weighed~~ and ~~appraised~~subsequent atintegration ~~the~~activities ~~party~~may ~~and~~require ~~they~~greater ~~receive~~capital anresources ~~offer~~than onoriginally ~~the~~anticipated ~~spot,~~at ~~based on~~ the ~~quality~~time ~~and quantity~~ of the precious metals contained in the items and prevailing gold and silver prices. Event guests who accept the offer and sell their items to us receive a corporate check at that time. We keep purchased items separated for at least three days in case a seller changes his or her mind and wants a refund minus a 10% processing fee.acquisition;

We pay an event guest based on the estimated appraised value of the items purchased, less a deduction determined by reference to the competitive discounts charged by jewelry stores and pawnshops in the central Kentucky area, as well as mail-in gold services. Following the event, we deliver the purchased items to a refinery to melt down the items into a solid form to produce pure gold, silver and other precious metals. This solid form is then tested for purity and payment from the refinery to us will be based on the true value of the metal. We estimate that we will be paid approximately 90% to 95% of the daily gold spot value, given the volume of gold and silver items we have, based on our sales of gold items in 2012. We expect this payout ratio to remain consistent throughout fiscal 2014. We are paid by the refinery approximately three business days following melting and testing. Our gross profit would represent the difference between the sales proceeds received from the refinery and the cost of scrap gold and silver and bullion coins purchased from guests, less any other costs classified as cost of goods sold.15

~~Revenue~~● ~~Recognition~~An acquisition or investment may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’ percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired business;

● WeAn ~~seek~~acquisition tomay ~~derive~~result ~~revenues~~ in ~~two~~the ~~different~~loss ~~ways.~~of existing key personnel or customers or the loss of the acquired company’s key personnel or customers;

● ~~First,~~The wevalue ~~estimate~~and ~~our~~benefits ~~inventory~~to ~~using~~be aderived ~~scrap~~from ~~gold/silver~~an ~~calculator~~acquisition ~~after~~or ~~the~~investment ~~gold~~could ~~and~~be ~~silver~~adversely ~~items~~affected ~~purchased~~by ~~from~~other ~~individuals~~factors, atsuch ~~parties~~as ~~are~~regulatory ~~measured~~developments, ~~tested~~general ~~and~~economic ~~weighed. We~~conditions, ~~will~~increased ~~use~~competition, ~~publicly~~poor ~~available~~acquisition ~~sources~~or toinvestment ~~obtain~~structure, ~~daily~~and ~~spot~~lack ~~prices~~of tocontrol ~~input~~over ~~into~~the ~~these~~operations ~~calculations.~~of the target or asset company; and

● WeAn ~~will~~acquisition ~~then~~of ~~ship~~or ~~the~~investment ~~inventory~~in ~~to the refineries and will keep such inventory as an asset until it has been received, weighed and had its purity tested by the refinery. The refinery agrees to pay us at~~ a ~~certain~~foreign ~~percentage~~business ofmay ~~the~~involve ~~spot~~additional price of gold and silver being used the day that the refinery melts and tests the metal and we recognize the revenue when the collectability is reasonably assured. We assess the collectability based on a number of factorsrisks, including ~~the refinery's creditworthiness. We do~~ not ~~request~~being ~~collateral~~able ~~from~~to ~~the~~successfully ~~refinery. If~~assimilate wedifferences ~~determine~~in ~~that~~foreign ~~collection~~business ofpractices ~~accounts~~or ~~receivable~~overcome ~~resulting~~language from the sales of the gold and silver is not reasonably assured, we will defer the revenue recognition and recognize revenue at the time collection becomes reasonably assured, which is generally upon receipt of cashbarriers.

The incurrence ~~Our~~of ~~gross~~one ~~profit~~or ~~bears~~more ~~the risk~~ of ~~change,~~the ~~either~~above ~~upwards~~ or ~~downwards~~other ~~because~~factors ~~the~~may ~~spot~~prevent ~~price~~us offrom ~~gold~~achieving ~~and~~all ~~silver~~or isa ~~used~~significant part of the ~~day~~benefits expected ~~that~~from ~~the~~an ~~refinery~~acquisition ~~melts~~or ~~and~~investment. ~~tests~~This ~~the~~may ~~metal,~~adversely ~~not~~affect ~~the~~our ~~date~~financial ~~that~~condition, itresults ~~was~~of ~~purchased~~operations and ~~recorded~~ability to asgrow ~~inventory~~our business.

The use ~~Some refineries offer a “lock-in” price over the telephone. During periods~~ of ~~volatility~~sole insupply ~~the~~sources ~~spot prices of gold and silver, the lock-in method may be preferred as compared with waiting five to ten business days~~ for ~~gold~~critical ~~and~~components ~~silver~~of toour beproduction ~~delivered~~process tocould ~~the~~adversely ~~refinery~~affect ~~and~~our ~~melted, weighed and tested to determine the value~~business.

14If suppliers of certain products we utilize in our production process, such as marijuana tissue cultures, plant nutrients and indoor lighting systems, are unable or unwilling to supply the required component, we would need to find another source for replacement products for use in our production process. Identifying and negotiating with replacement suppliers and obtaining the replacement supplies could require significant time to complete and may not occur at all. These events could either disrupt our ability to cultivate, harvest, process and sell our products or completely prevent us from doing so. Either event would have a material adverse effect on our results of operations, cash flows and business.

~~The second way is when gold and silver prices are low, we buy gold and silver bullion/coins for several clients.~~ We may ~~follow~~depend Section 605-45-45 (formerly EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition for this revenue stream by reporting revenue on a net basis, since we (a) do not act as principal in the transaction, (b) take no title to the products, (c) have no risks and rewards of ownership, such as the risk of loss for collection, delivery or returns, and (d) do act as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission or fee basis on sales. We determined that we should report revenue based on the net amount billed to a customer when considering each of the following eight indicators of gross revenue reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) we are not the primary obligor in the arrangement; (2) we have no general inventory risk (before customer order is placed or upon ~~customer~~strategic ~~return);~~partners (3) we have no latitude in establishing price; (4) we do not change the product or perform part of the service; (5) we have discretion in supplier selection (i.e., we have multiple suppliers for the products ordered by a customer and discretion to ~~select the supplier that will~~ provide ~~the~~processing ~~product(s)~~supplies or ~~service(s)~~assist ~~ordered by a customer); (6) we are not involved~~ in ~~the~~developing ~~determination~~and ofcommercializing ~~product~~some ~~or service specifications (i.e., we do not determine the nature, type, characteristics or specifications~~ of ~~the~~our ~~product(s) or service(s) ordered by the customer); (7) we have no physical loss inventory risk of purchased inventories after customer order; and (8) we have no credit risk~~products.

Although we ~~Revenue classified~~intend asto ~~commission~~pursue ~~fee~~some ~~revenue~~product ~~consists~~opportunities independently, opportunities that require a significant level of investment for development and commercialization may necessitate involving one or more strategic partners. In particular, our cultivation strategy involves the ~~sale~~use of ~~gold~~efficient ~~bullion~~and ~~coins~~effective indoor lighting systems, which ~~were~~we ~~purchased~~expected to be provided by usour affiliate, Growlite Canada. We will need to focus on ~~behalf~~identifying new suppliers for indoor lighting systems, which we expect may involve the use of experimental ~~clients~~lighting designs, as well as new, unproven lighting and other cultivation-related products which could have a material adverse effect on the effectiveness of our cultivation and ability to produce a high quality product that generate sales and revenue for the Company. In developing marijuana strains, the Company may engage corporate partners, universities, research laboratories, competing licensees and others for a more expansive research and development network. We may be required to transfer material rights to such strategic partners, licensees and others. While we expect that our future partners have and will have an economic motivation to succeed in performing their contractual responsibilities, the amount and timing of resources to be devoted to these activities will be controlled by others. Consequently, there can be no assurance that any revenues or profits will be derived from such arrangements.

Our success ~~The~~depends ~~cost~~on ofour ~~goods~~ability ~~sold, which is only for the first revenue stream described above, consists of scrap gold and silver and bullion coins purchased, plus the shipping costs~~ to ~~deliver~~protect ~~them~~our toproprietary ~~the precious metal refineries~~technology.

~~Limited~~The medical ~~Operating~~marijuana ~~History~~industry places considerable importance on the development of proprietary production processes and cultivation modifications that produce marijuana strains and varieties and the ability to obtain patent, trademark, and trade secret protection, as well as other intellectual property rights, for new strains, varieties, products and processes. Our success depends, in part, on our ability to effectively protect our creations and maintain a strong intellectual property portfolio or obtain licenses to patents for products and technologies.

As appropriate, Wewe ~~are~~intend ~~considered~~to afile ~~development~~patent ~~stage~~applications ~~company~~and inobtain ~~accordance~~patent ~~with~~protection ~~the~~for ~~guidance~~our ~~contained~~proprietary inprocesses ~~the~~and ~~Codification~~technology. These ~~Topic~~patent ~~No.~~applications ~~915~~and patents will cover, ~~“Development~~as ~~Stage~~applicable, ~~Entities.” We~~cultivation, ~~are~~harvesting ~~still~~and ~~devoting~~processing ~~substantially~~methods, ~~all~~methods ofand ~~our~~formula for ~~efforts~~developing ~~toward~~new ~~establishing~~or ~~our~~hybrid ~~business~~marijuana strains or varieties, and ~~our~~apparatus ~~planned~~relating ~~principal~~to ~~operations~~the ~~have~~cultivation, ~~commenced~~harvesting, inor aprocessing of ~~limited~~our ~~capacity~~products. ~~All~~ ~~losses~~We ~~accumulated~~will ~~since~~also ~~inception~~rely ~~have~~on ~~been~~trade ~~considered~~secrets, asknow-how, ~~part~~and ofcontinuing technological advancements to protect our ~~development~~proprietary processes ~~stage~~and ~~activities~~developments.

~~We have commenced limited operations and will require additional capital to recruit personnel to operate our business and to implement our business plan.~~16

~~Matters~~We have ~~that~~entered, ~~May~~and will continue to enter, into confidentiality agreements with our employees, consultants, advisors and collaborators. However, these parties may not honor these agreements and we may not be able to successfully protect our rights to unpatented trade secrets and know-how. Others may independently develop substantially equivalent proprietary information and techniques or otherwise ~~Are~~gain ~~Currently~~access ~~Affecting~~to ~~Our~~our ~~Business~~trade secrets and know-how or obtain protection of such information and developments before we are able to do so.

We may ~~The~~engage ~~main~~employees, ~~challenges~~consultants or advisors, including scientific and ~~trends~~management ~~that~~personnel, ~~could~~who ~~affect~~were previously employed by or ~~are~~otherwise ~~affecting~~worked ~~our~~with ~~financial~~competing ~~results~~companies. ~~include:~~Although we intend to encourage and expect all of these parties to abide by any confidentiality agreement with respect to a prior employer or work relationship, competing companies may allege trade secret violations and similar claims against us.

·We may ~~Decrease~~collaborate inwith ~~gold~~universities and ~~silver~~governmental ~~prices~~research -organizations ~~Gold~~which, ~~and~~as ~~silver~~a ~~prices~~result, ~~have~~may ~~historically~~acquire ~~been~~part ~~subject~~of tothe ~~fluctuations~~rights ~~and~~to any ~~are~~developments ~~affected~~or byprocess ~~numerous~~information ~~factors~~derived ~~beyond~~from ~~our~~collaboration ~~control~~with them. ~~Stronger~~To ~~gold~~facilitate ~~and~~efficient ~~silver~~cultivation, ~~prices~~harvesting or ~~have~~processing ~~resulted~~or incommercialized amarijuana ~~greater~~products, ~~interest~~we bymay ~~Americans~~need into ~~selling~~obtain ~~their~~licenses ~~unwanted~~to ~~jewelry,~~patents ~~scrap~~or ~~gold~~other ~~and~~proprietary ~~silver,~~rights ~~coins and~~ from other ~~gold and silver items~~parties. ~~There~~Obtaining ~~can~~and bemaintaining nosuch ~~assurance~~licenses ~~that~~may ~~this~~require ~~interest~~the ~~will~~payment ~~continue~~of atsubstantial ~~its~~costs. ~~current~~In ~~level and~~addition, ~~when~~if ~~gold and silver prices do decrease,~~ we ~~expect~~are ~~fewer~~unable to ~~Americans~~obtain ~~will~~these betypes ~~interested~~of ~~in selling their gold and silver items~~licenses, ~~resulting~~our inproduct adevelopment ~~lack of supply of goods to us~~ and ~~more~~commercialization ~~competitive~~efforts ~~conditions,~~may ~~which~~be ~~will~~delayed ~~negatively~~or ~~impact our financial results~~precluded.

·A market ~~Direct~~for ~~competition~~our ~~with~~products jewelry stores and pawnshops - Some jewelry stores and pawnshops benefit from occupying “brick and mortar” storefronts, being located in retail areas and utilizing print and other advertising in a given community, thus being more visible to potential sellers of gold and silver items, than we are. In addition, most of these jewelry stores and pawnshops have greater financial resources than we do. These additional resources may ~~allow~~not ~~these competitors to continue in the business longer than we can under adverse market conditions~~develop.

15Our future success will depend, in part, on the market acceptance, and the timing of such acceptance, of new marijuana strains and varieties that we develop, cultivate and introduced in the future. To achieve market acceptance, we must make substantial marketing efforts and spend significant funds to inform potential customers and the public of the perceived benefits of these products. We currently have limited evidence on which to evaluate the market reaction to products that may be developed, and there can be no assurance that any products will meet with market acceptance and fill the market need that is perceived to exist.

·Because new ~~Availability~~legislation, ofincluding ~~additional~~the ~~capital~~ Sarbanes-Oxley ~~Our~~Act ~~growth~~of ~~will~~2002, ~~depend~~increases on the ~~availability~~cost of ~~additional~~compliance ~~capital.~~with Wefederal ~~have~~securities ~~limited~~regulations as ~~commission~~well ~~fee~~as ~~revenue~~the ~~and~~risks ~~losses~~of ~~and~~liability weto ~~may~~officers beand ~~dependent on non-banking or traditional sources of capital~~directors, ~~which~~we ~~tend~~may tofind beit more ~~expensive.~~difficult ~~Any~~for ~~increase~~us into ~~cost~~retain ofor ~~goods~~attract ~~sold~~officers and ~~will further tighten cash reserves~~directors.

~~Results~~The Sarbanes-Oxley Act of ~~Operations~~2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. As a public company, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.

There is Incurrently ~~May~~a ~~2012,~~limited wetrading ~~sold~~market ~~approximately~~for ~~$3,400~~our incommon ~~gold items~~stock, inwhich ~~July~~will ~~2012,~~limit wethe ~~sold~~ability ~~approximately~~of ~~$600~~our instockholders ~~gold items and, in August 2013, we sold approximately $10,500 in gold items~~ to aliquidate ~~metal refiner~~their investment. ~~Costs associated with these sales were $3,600 for the fiscal year ended September 30, 2012 and $14,375 for the fiscal year ended September 30, 2013.~~

Only a ~~For~~small ~~the~~percentage ~~period~~of ~~from~~our ~~August~~outstanding ~~16,~~shares ~~2011 (date~~ of ~~inception)~~our tocommon ~~September~~stock ~~30,~~is ~~2013,~~registered weand ~~had~~freely ~~$120~~transferrable, inand ~~commission~~there ~~fee~~has ~~revenue~~been ~~earned~~no material ~~during~~market ~~the~~activity ~~development~~since ~~stage,~~inception ~~all~~ of ~~which~~the ~~occurred~~Company. inThe ~~fiscal~~rest ~~years~~of ~~2011~~our ~~and~~outstanding ~~2012,~~shares ~~and~~of ~~$14,565~~common instock ~~revenue~~cannot ~~earned~~be ~~during the development stage~~offered, ~~of which $10~~ sold,~~544~~ inpledged ~~revenue~~or ~~occurred~~otherwise intransferred ~~fiscal~~unless ~~2013. The~~subsequently ~~commission~~registered ~~fee~~pursuant ~~revenue~~to, ~~was~~or ~~generated~~exempt infrom ~~prior~~registration ~~fiscal~~under, ~~years from~~ the ~~purchase~~Securities Act of ~~gold bullion coins for clients~~1933, ~~which~~as isamended ~~not~~(the ~~our~~“Securities ~~normal~~Act”) ~~revenue~~and ~~generating~~any ~~activity~~other ofapplicable ~~organizing~~federal ~~events~~or ~~and~~state ~~parties~~securities inlaws ~~which~~or ~~guests~~regulations. These ~~bring~~market ~~their~~conditions ~~unwanted jewelry, scrap gold~~ and ~~silver,~~restrictions ~~coins~~will ~~and~~limit ~~other~~the ~~gold~~ability ~~and~~of ~~silver~~our ~~items~~stockholders to ~~sell~~liquidate totheir usinvestment.

The above revenue less the direct cost of goods sold yielded a gross profit of $490 in fiscal 2012 and a loss of $(3,831) in fiscal 2013. Operating expenses for fiscal 2013 were $40,655, as compared to $29,226 in fiscal 2012, due to high professional fees ($36,751 in fiscal 2013 versus $28,822 in fiscal 2012) and general and administrative expenses ($3,904 in fiscal 2013 versus $404 in fiscal 2012). For fiscal 2013, our net loss was $(44,974) and, in fiscal 2012, was $(28,736).17

Shares of Noour ~~income~~common ~~tax~~stock ~~provision~~that ~~was~~have ~~made~~not ~~during~~been registered under the ~~period~~Securities ~~from~~Act ~~August~~of 161933, ~~2011~~as ~~(date~~amended, regardless of ~~inception~~whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to ~~September~~a 30former “shell company.” In addition, ~~2013~~any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

~~Liquidity~~Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, ~~Capital~~either ~~Resources~~no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we may be deemed a “shell company” pursuant to Rule 144 prior to the transactions effected by the Merger Agreement and the Transfer Agreement, and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which our Current Report on Form 8-K is filed with the Commission reflecting our status as a non-“shell company.” Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of our Current Report on Form 8-K reflecting our status as a non-“shell company” and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging employees and consultants, and using our securities to pay for any potential acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

~~As of September 30, 2013, we had $606 cash on hand.~~ We may ~~anticipate that our cash position is~~ not ~~sufficient~~qualify to ~~fund~~meet ~~current~~listing ~~operations. We~~standards ~~have no lending relationships with commercial banks and are dependent upon the completion of one or more financings or equity raises~~ to ~~fund~~list our ~~continuing~~stock ~~operations. We~~on ~~anticipate~~an ~~that we will seek additional capital through debt or equity financings~~exchange. While we are aggressively pursuing financing, there can be no assurance that we will be successful in our capital raising efforts. Any additional equity financing may result in substantial dilution to our stockholders.

The SEC ~~Our~~approved ~~financial~~listing ~~statements~~standards ~~have~~for ~~been~~companies ~~prepared~~using reverse acquisitions to list on an exchange may limit our ability to become listed on an exchange. We would be considered a ~~going~~reverse ~~concern~~acquisition ~~basis~~company (i.e., ~~which~~an ~~contemplates~~operating company that becomes an Exchange Act reporting company by combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE Amex or Nasdaq until our stock has traded for at least one year on the ~~realization~~U.S. ofOTC ~~assets~~market, ~~and~~a ~~settlement~~regulated offoreign ~~liabilities~~exchange ~~and~~or ~~commitments~~another inU.S. national securities market following the ~~normal~~filing ~~course~~with the SEC or other regulatory authority of ~~business~~all required information about the merger, including audited financial statements. We would be required to maintain a minimum $4 share price ($2 or $3 for Amex) for at least thirty (30) of the ~~foreseeable~~sixty ~~future~~(60) trading days before our application and the exchange’s decision to list. ~~Since~~We ~~inception,~~would webe required to have ~~generated~~timely ~~minimal~~filed ~~commission~~all ~~fee~~required ~~revenue~~reports ~~and~~with ~~accumulated~~the ~~operating~~SEC ~~losses~~(or other regulatory authority), including at least one annual report with audited financials for a full fiscal year commencing after filing of the above information. In ~~addition~~Although there is an exception for a firm underwritten IPO with proceeds of at least $40 million, we do not ~~have~~anticipate ~~sufficient~~being ~~working~~in ~~capital~~a position to ~~meet~~conduct ~~current~~an ~~operating~~IPO ~~needs~~in ~~for~~ the foreseeable ~~next~~future. 12To ~~months,~~the asextent ~~described~~that ~~above. All~~we ofcannot ~~these~~qualify ~~factors~~for ~~raise~~a ~~substantial~~listing ~~doubt~~on ~~about~~an exchange, our ability to ~~continue~~raise ascapital awill ~~going~~be ~~concern~~diminished.

We may, Asin of the ~~date of this annual report~~future, ~~our~~issue ~~officers~~additional ~~and~~common ~~directors have loaned $7~~shares,~~100~~ towhich ~~us,~~would ~~with no~~reduce ~~formal~~investors’ ~~commitments~~percent orof ~~arrangements~~ownership toand ~~advance~~may ordilute ~~loan any~~our share ~~additional funds to us in the future~~value.

16Our Articles of Incorporation authorize the issuance of 95,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

~~Seasonality~~18

The issuance ~~Although~~of ~~our~~preferred ~~operating~~stock ~~history~~could isadversely ~~limited,~~affect wethe dovoting ~~not~~power ~~consider~~or ~~our~~other ~~business~~rights toof bethe ~~seasonal~~holders of our common stock.

~~Off~~Our Articles ~~Balance~~of ~~Sheet~~Incorporation ~~Arrangements~~authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our directors. Accordingly, our directors are empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

Our common Weshares domay ~~not~~be ~~have~~subject ~~any off balance sheet arrangements that have or are reasonably likely~~ to ~~have~~the a“Penny ~~current~~Stock” orRules ~~future~~of ~~effect~~the onSEC ~~our~~and ~~financial~~the ~~condition,~~trading ~~changes~~market in ~~financial~~our ~~condition,~~securities ~~revenue~~is ~~or expenses~~limited, which ~~results~~makes oftransactions ~~operations,~~in ~~liquidity~~our orstock ~~capital~~cumbersome ~~expenditures~~and ormay ~~capital~~reduce ~~resources~~the ~~that~~value isof ~~material to~~ an ~~investor~~investment in our ~~securities~~stock.

~~Cash~~The Securities ~~Requirements~~and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

● ~~We believe~~ that ~~our $606 in cash on hand at September 30, 2013, limited cash flow from operations to date from our sale of approximately $10,500 in gold items to~~ a ~~precious~~broker metal refiner in August 2013 and current inventory of approximately $3,500 in additional gold and silver items will meet part of our present cash needs. However, we will require additional cash resources, by selling equity or ~~seeking~~dealer ~~loans,~~approve toa ~~meet~~person’s ~~our~~account ~~expected~~for ~~capital~~transactions ~~expenditure and working capital needs. We estimate that we will require approximately $25,000, or approximately $2,000 per month,~~ in ~~capital~~penny tostocks; ~~continue as a going concern over the next 12 months.~~and

● ~~The~~the ~~sale~~broker ofor ~~additional~~dealer ~~equity~~receive ~~securities~~from ~~could~~the ~~result~~investor ina ~~dilution~~written agreement to ~~our~~the ~~stockholders.~~transaction, ~~The~~setting ~~incurrence~~forth ofthe ~~indebtedness~~identity ~~would result in increased debt service obligations~~ and ~~could~~quantity ~~require~~of usthe topenny ~~agree~~stock to ~~operating and financial covenants that would restrict our operations. Financing may not~~ be ~~available in amounts or on terms acceptable to us, if at all~~purchased. ~~Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand or continue our business operations and could harm our overall business prospects.~~

In order ~~These conditions indicate a material uncertainty that casts significant doubt about our ability~~ to ~~continue~~approve as a ~~going~~person’s ~~concern. We~~account ~~require~~for ~~additional~~transactions ~~debt~~in orpenny ~~equity~~stocks, ~~financing to have~~ the ~~necessary~~broker ~~funding~~or todealer ~~continue operations and meet our obligations. We have continued to adopt the going concern basis of accounting in preparing our financial statements.~~must:

~~Impact~~● ofobtain ~~Recently~~financial ~~Issued~~information ~~Accounting~~and ~~Standards~~investment experience objectives of the person; and

In● ~~January~~make ~~2013,~~a ~~the~~reasonable ~~FASB~~determination ~~issued~~that ~~ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying~~ the ~~Scope~~transactions ofin ~~Disclosures~~penny ~~about~~stocks ~~Offsetting~~are ~~Assets~~suitable ~~and~~for ~~Liabilities." This ASU clarifies~~ that ~~the~~person ~~scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets~~ and ~~Liabilities."~~the ~~applies~~person ~~only~~has tosufficient ~~derivatives,~~knowledge ~~repurchase agreements~~ and ~~reverse~~experience ~~purchase agreements, and securities borrowing and securities lending transactions that are either offset~~ in ~~accordance~~financial ~~with~~matters ~~specific criteria contained in FASB Accounting Standards Codification or subject~~ to abe ~~master~~capable ~~netting~~of ~~arrangement~~evaluating orthe ~~similar~~risks ~~agreement.~~of ~~The~~transactions ~~amendments~~ in ~~this~~penny ~~ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013~~stocks.

InThe broker ~~February~~or ~~2013,~~dealer ~~the~~must ~~FASB~~also ~~issued ASU No. 2013-02~~deliver, ~~"Comprehensive~~prior ~~Income~~to ~~(Topic~~any ~~220):~~transaction ~~Reporting~~in ofa ~~Amounts~~penny ~~Reclassified~~stock, ~~Out~~a ~~of Accumulated Other Comprehensive Income." The ASU adds new~~ disclosure ~~requirements~~schedule ~~for~~prescribed ~~items reclassified out of accumulated other comprehensive income~~ by ~~component~~the ~~and~~Commission relating ~~their~~to ~~corresponding~~the ~~effect~~penny onstock ~~net~~market, ~~income.~~which, ~~The~~in ~~ASU~~highlight ~~is effective for public entities for fiscal years beginning after December 15, 2013.~~form:

In● ~~February~~sets ~~2013,~~forth the ~~Financial~~basis ~~Accounting~~on ~~Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for~~ which the ~~Total~~broker ~~Amount~~or ofdealer ~~the~~made ~~Obligation Is Fixed at~~ the ~~Reporting~~suitability ~~Date." This~~determination; ~~ASU addresses the recognition, measurement,~~ and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

17● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

~~In March 2013~~Generally, brokers ~~the~~may ~~FASB~~be ~~issued~~less ~~ASU~~willing ~~No.~~to ~~2013-05,~~execute ~~"Foreign~~transactions ~~Currency~~in ~~Matters~~securities ~~(Topic~~subject ~~830):~~to ~~Parent's Accounting for~~ the ~~Cumulative~~“penny ~~Translation~~stock” ~~Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity~~rules." This ~~ASU~~may ~~addresses~~make it ~~the~~more ~~accounting~~difficult for ~~the~~investors ~~cumulative~~to ~~translation~~dispose ~~adjustment when a parent either sells a part or all~~ of ~~its~~our ~~investment~~common inshares aand ~~foreign~~cause ~~entity or no longer holds~~ a ~~controlling~~decline ~~financial interest~~ in athe ~~subsidiary~~market orvalue ~~group~~ of ~~assets~~our ~~that is a nonprofit activity or a business within a foreign entity~~stock. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.

InDisclosure also ~~March~~has ~~2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity~~ to ~~prepare~~be ~~its~~made ~~financial~~about ~~statements using~~ the ~~liquidation~~risks ~~basis~~ of ~~accounting~~investing ~~when~~in ~~liquidation~~penny isstocks ~~imminent.~~in ~~Liquidation~~both ispublic ~~imminent~~offerings ~~when~~and ~~the~~in ~~likelihood~~secondary istrading ~~remote that the entity will return from liquidation~~ and ~~either~~about ~~(a) a plan for liquidation is approved by~~ the commissions ~~person~~payable orto ~~persons~~both ~~with~~ the ~~authority~~broker-dealer ~~to make such a plan effective~~ and the ~~likelihood~~registered ~~is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example~~representative, ~~involuntary~~current ~~bankruptcy).~~quotations ~~If a plan~~ for ~~liquidation was specified in~~ the ~~entity’s~~securities ~~governing~~and ~~documents from~~ the rights ~~entity’s~~and ~~inception~~remedies ~~(for~~available example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to ~~present relevant information about~~ an ~~entity’s~~investor ~~expected resources~~ in ~~liquidation~~cases ~~by measuring and presenting assets at the amount~~ of ~~the~~fraud ~~expected cash proceeds from liquidation. The entity should include~~ in ~~its~~penny ~~presentation~~stock ~~of assets any items it had not previously recognized under U~~transactions.S. ~~GAAP~~Finally, ~~but~~monthly ~~that~~statements ithave ~~expects~~ to be ~~either~~sent ~~sell~~disclosing inrecent ~~liquidation~~price orinformation ~~use in settling liabilities (~~for ~~example,~~the ~~trademarks).~~penny ~~The~~stock ~~amendments~~held ~~are~~in ~~effective~~the ~~for~~account ~~entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013,~~ and ~~interim~~information ~~reporting~~on ~~periods therein. Entities should apply~~ the ~~requirements~~limited ~~prospectively~~market ~~from~~in ~~the day that liquidation becomes imminent~~penny stocks. ~~Early adoption is permitted.~~

Because we We do not ~~believe~~presently ~~that~~intend to pay any ~~other~~cash ~~recently~~dividends ~~issued,~~on ~~but~~our ~~not~~common ~~yet~~stock, ~~effective~~our ~~accounting~~stockholders ~~pronouncements,~~will ifnot ~~adopted,~~be ~~would~~able ~~have~~to receive a ~~material~~return on ~~effect~~their onshares ~~our~~unless ~~consolidated~~they ~~financial~~sell ~~statements~~them.

~~Emerging~~For the ~~Growth~~indefinite ~~Company~~future, we intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

You should Weconsider ~~are~~the anUnited ~~“emerging~~States ~~growth company” under the~~ federal ~~securities~~income ~~laws~~tax ~~and~~consequences ~~will be subject to reduced public company reporting requirements. In addition, Section 107~~ of ~~the~~owning ~~JOBS~~our Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standardssecurities. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~Item~~There are 7arisks associated with the United States federal income tax consequences of owning our common stock. ~~Quantitative~~Because the tax consequences of owning our common stock are complex and ~~Qualitative~~certain ~~Disclosures~~tax ~~About~~consequences ~~Market~~may ~~Risk~~differ depending on the holder's particular tax circumstances, each potential investor should consult with and rely on its own tax advisor about the tax consequences. In addition, there can be no assurance that the United States federal income tax treatment currently applicable to owning our common stock will not be modified by legislative, administrative, or judicial action that may have a retroactive effect. No representation or warranty of any kind is made with respect to the acceptance by the Internal Revenue Service or any court of law regarding the treatment of any item of income, deduction, gain, loss or credit by an investor on its tax return.

~~Not applicable~~19

Item 81B. ~~Financial~~UNRESOLVED ~~Statements~~STAFF ~~and Supplementary Data~~COMMENTS

~~The audited financial statements for this annual report follow the signature page beginning on page F-1~~None.

18Item 2. PROPERTIES

~~Item~~We 9do not currently lease or own any real property. ~~Changes~~We currently maintain our corporate offices at 100 Rutherford Road South, Brampton, Ontario, Canada L6W 2J2. Under our business plan, our initial grow facility is expected to be built out at this location. The medical marijuana regulatory environment in Canada is experiencing significant uncertainty. Health Canada’s change removing the ready to build approval makes it very difficult and ~~Disagreements~~risky ~~with~~for ~~Accountants~~potential onmedical ~~Accounting~~marijuana licensees to pass the final licensure stage. The Company continues to consider every avenue of its business plan. Due to this continued regulatory uncertainty, particularly the changes and ~~Financial~~delays ~~Disclosure~~in medical marijuana licensing process, the Company’s contingency plans may include entertaining the sale of the Brampton Property. If such transaction were to occur, the Company would consider using proceeds from any such sale to continue pursuing other avenues to achieve our business plan, including potential acquisitions of other medical marijuana licensees and pursuing alternative medical marijuana products and technology, both in Canada and internationally, or another suitable property to replace the Brampton Property.

This ~~None~~location is owned by an affiliate of the Company that is consolidated as a Variable Interest Entity, 2264793 Ontario Inc. (which is discussed in Note 2 of the Financial Statements, Variable Interest Entities), which is owned by several of our directors, officers, and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil. At this time, there is no rental cost to us to use the location as our offices. However, the Company provided a portion of the down payment to purchase the Brampton Property in the amount of approximately $4.3 million in the form of a loan to 2264793 Ontario Inc. (which is discussed further in Item 7, below). Additionally, the Company services the debt secured by the property in the monthly amount of approximately CAD $78,333 (approximately USD $71,000) before offset from monthly rental payments form tenants of the Brampton Property. The Company expects to fund the cost of the renovations at the Brampton Property to convert it for use as our corporate offices and grow facility in accordance with the physical security plans submitted to Health Canada with our license application and pending approval by Health Canada. At this time, we expect renovation expenses to be approximately $18,000,000. While some preparation for the renovation has occurred, with related expenditures by the Company in the total amount of approximately USD $1.1 million as of December 31, 2014, the renovations are expected to begin in earnest following satisfactory review and assessment of our physical security plans (pursuant to which we must build out our grow facility) by Health Canada to confirm that the plans meet licensure requirement.

~~Item~~We are 9anot presently subject to competitive conditions for property and currently have no property to insure. ~~Controls~~We have no policy with respect to investments in real estate or interests in real estate and ~~Procedures~~no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

~~Conclusion~~Item ~~Regarding~~3. ~~the~~LEGAL ~~Effectiveness of Disclosure Controls and Procedures~~PROCEEDINGS

There are ~~Under~~no ~~the~~legal ~~supervision~~proceedings ~~and~~that ~~with~~have ~~the~~occurred ~~participation~~within ofthe ~~our~~past ~~management,~~five ~~including~~years ~~our~~concerning ~~principal executive officer, we conducted an evaluation of~~ our ~~disclosure controls and procedures~~directors, asor ~~such~~control ~~term~~persons iswhich ~~defined~~involved a incriminal ~~Rule 13a-15(e) under the Securities Exchange Act of 1934~~conviction, asa ~~amended~~criminal ~~(the “Exchange Act”)~~proceeding, asan ofadministrative the end of the period covered by this annual report. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in reports we file or ~~submit~~civil ~~under~~proceeding ~~the~~limiting ~~Exchange~~one’s ~~Act~~participation ~~is recorded, processed, summarized and reported within the time periods specified~~ in the securities ~~SEC’s~~or ~~rules~~banking ~~and forms~~industries, ~~and~~or isa ~~accumulated~~finding ~~and~~of ~~communicated~~securities toor ~~our~~commodities ~~management,~~law ~~including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures~~violations.

Item ~~This~~4. ~~annual~~MINE ~~report~~SAFETY does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.DISCLOSURES

~~Changes in Internal Control Over Financial Reporting~~Not Applicable.

There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.20

~~Item 9b. Other Information~~PART II

Item ~~None~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

19Market Information

~~PART~~The Company’s ~~III~~common stock initially qualified for quotation on the OTC Bulletin Board (OTCQB) as of April 3, 2013. Before we effectuated the Merger on May 21, 2014 (as discussed herein in the Business Background Section under Item 1), we traded under the name Gold Party Payday, Inc. and trade symbol “GPAY”. After the Merger and our change in name and business, the Company changed out trading symbol “CCAN”. The Company’s common stock continues to be so qualified and trade on the OTC Bulletin Board under the “CCAN” symbol.

~~Item~~Because we 10have been operating under our new trade symbol for a short duration of time and have not commenced operations of our new business nor have we generated revenue from the new business, there has been limited market activity up to this point in time (and not market activity during 2014 until the third quarter). ~~Directors~~The following table sets forth, ~~Executive~~for ~~Officers~~the periods indicated, the high and low ~~Corporate~~bid ~~Governance~~information for our Common Stock as determined from sporadic quotations on the OTC Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Officers and Board of Directors

Year Ended December 31, 2014	High		Low
First Quarter	$	0.20	$	0.20
Second Quarter	$	3.00	$	0.20
Third Quarter	$	3.00	$	0.64
Fourth Quarter	$	10.00	$	1.13

~~The names and ages of our directors and officers, and their positions, are as follows:~~Security Holders

Name	Age	Positions
Tatum L. Morita	33	President, Chief Executive Officer, Chief Financial Officer and Director
Richard J. Hitt	29	Secretary and Director

As of September 28, 2015, there were 31,455,499 common shares outstanding which were held by approximately 194 stockholders of record.

Tatum L. Morita, President, Chief Executive Officer, Chief Financial Officer and a Director, founded our company in August 2011. Ms. Morita has been involved in the residential real estate market as a realtor and investor for ten years. Currently, she is a realtor at Atkins Real Estate since January 2011, and was a realtor at Believe It Realty from June 2009 to January 2011, and at Rector-Hayden Realty from November 2003 to June 2009. Ms. Morita’s family has extensive experience in the precious metals business through multiple private mining companies, in which Ms. Morita has assisted from time to time in the past. Ms. Morita holds a B.A. degree in communications from the University of Kentucky.Dividends

Dividends, if ~~Richard J. Hitt~~any, ~~Secretary~~will ~~and~~be acontingent ~~Director,~~upon ~~joined~~ our ~~company~~revenues inand ~~September~~earnings, ~~2011. Mr.~~if ~~Hitt~~any, iscapital ~~currently~~requirements ~~the~~and ~~director~~financial ofconditions. ~~business~~The ~~development~~ payment of ~~Legacy Financial~~dividends, aif ~~financial software developer~~any, ~~since~~will ~~March~~be ~~2011. Previously,~~within ~~Mr.~~the ~~Hitt~~discretion ~~was director~~ of ~~expansion~~our Board of ~~Phi~~Directors. ~~Gamma~~We ~~Delta,~~presently aintend ~~non-profit organization, from May 2007~~ to ~~March~~retain ~~2011. He~~all isearnings, ~~also~~if any, anfor ~~independent~~use ~~investor~~ in ~~the~~our ~~precious~~business ~~metals~~operations ~~market. Mr. Hitt holds a B.A. degree in economics~~ and ~~Spanish~~accordingly, ~~from~~our ~~Wittenberg~~Board ~~University,~~of ~~Springfield,~~Directors ~~Ohio. Mr.~~does ~~Hitt~~not ~~spends~~anticipate ~~approximately~~declaring ~~four~~any ~~hours~~dividends ~~per~~prior to ~~month~~a ~~working~~business ~~with us~~combination.

Immediately after ~~All~~the ~~directors~~closing ~~hold~~of ~~office~~the ~~until~~Merger ~~the~~Agreement ~~next~~and ~~annual~~Transfer ~~meeting~~Agreement, our Board of ~~stockholders~~Directors ~~and~~declared ~~the~~a ~~election~~special ~~and~~stock ~~qualification~~dividend which was subsequently authorized by a majority of ~~their~~the ~~successors. Officers~~shareholders ~~are~~of ~~elected~~the ~~annually~~Company by written consent on June 16, 2014. Pursuant to the ~~board~~authorization, each of ~~directors~~the ~~and~~shareholders ~~serve~~of atthe common stock of the ~~discretion~~Company as of the ~~board~~close of business on September 30, 2014 received 19.5 shares for every share of Company common stock owned. The dividend was approved by FINRA and became effective on October 3, 2014, after which it was paid by the Company.

~~Board Committees~~Common Stock

The authorized ~~Our~~capital ~~board~~stock of ~~directors~~our ~~expects~~Company toconsists ~~create~~of ~~an audit committee~~95, ~~compensation committee~~000,000 ~~and~~shares ~~nominations~~of ~~and~~Common ~~governance committee during fiscal 2014~~Stock, inpar ~~compliance~~value ~~with~~$0.000001 ~~established~~per ~~corporate governance requirements. Currently~~share, weof ~~have~~which there noare ~~“independent” directors~~31,455,499 outstanding as ~~that~~of ~~term~~September is28, ~~defined under Nasdaq listing rules~~2015.

All outstanding ~~Audit~~shares ~~Committee~~of Common Stock are of the same class and have equal rights and attributes. We ~~plan~~The holders of Common Stock are entitled to ~~establish~~one anvote ~~audit~~per ~~committee~~share ofon ~~the~~all ~~board~~matters submitted to a vote of ~~directors~~our stockholders. ~~The~~ ~~audit~~Our ~~committee~~stockholders ~~would~~are beentitled ~~primarily~~to ~~responsible~~share equally ~~for~~in ~~reviewing~~dividends, ~~the~~if ~~services~~any, ~~performed~~as may be declared from time to time by our ~~independent~~Board ~~registered~~of ~~public~~Directors ~~accounting~~out ~~firm~~of ~~and~~funds ~~evaluating~~legally ~~our~~available. ~~accounting~~In the ~~policies~~event ~~and~~of liquidation, the holders of our ~~system~~Common Stock are entitled to share ratably in all assets remaining after payment of ~~internal~~all ~~controls~~liabilities. Our stockholders do not have cumulative or preemptive rights.

20Preferred Stock

Our Certificate ~~Compensation~~of ~~Committee. We~~Incorporation ~~plan~~authorizes tothe ~~establish~~issuance aof ~~compensation~~up ~~committee~~to 5,000,000 shares of ~~the~~Preferred ~~board~~Stock, ofpar ~~directors~~value $0. ~~The~~000001 ~~compensation~~per ~~committee~~share, with ~~would~~designations, ~~review~~rights and ~~approve~~preferences ~~our~~including ~~salary~~rights ~~and~~to ~~benefits~~dividend, ~~policies~~liquidation, ~~including~~conversion, ~~compensation~~voting, ofor ~~executive~~other ~~officers. The~~rights ~~compensation~~determined from ~~committee~~time ~~would~~to ~~also~~time ~~administer~~by ~~any~~our ~~future~~Board ~~incentive~~of ~~compensation plans~~Directors, ~~and~~without ~~recommend~~shareholder ~~and~~approval. ~~approve~~Up ~~grants~~to ofthis ~~stock~~point ~~options~~in time, ~~restricted~~we ~~stock~~have ~~and~~not ~~other~~designated ~~awards~~or issued ~~under~~ any ~~such~~shares ~~plan~~of Preferred Stock.

Nominations and Governance Committee. We plan to establish a nominations and governance committee of the board of directors. The purpose of the nominations and governance committee would be to select, or recommend for our entire board’s selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our board. The nominations and governance committee’s duties would also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.21

This description Toof ~~date,~~certain matters relating to our ~~full~~securities ~~board,~~is ~~rather~~a ~~than~~summary ~~any~~and ofis qualified in its entirety by the ~~committees~~provisions of our Articles of Incorporation and By-Laws, ~~has~~which ~~performed~~have ~~all~~been ofincluded ~~these~~as ~~functions~~an exhibit in previously filed reporting documents.

~~Indebtedness~~Recent Sales of ~~Directors~~Unregistered ~~and Executive Officers~~Securities

~~None~~ Sales of ~~our~~Common ~~directors or officers or their respective associates or affiliates is indebted to us.~~Stock

~~Family~~On ~~Relationships~~November 10, 2014 the Company entered into Subscription Agreements (collectively, the “Subscription”) with two accredited investors for a total of USD $300,000 whereby the Company issued an aggregate of 200,000 shares of our common stock, 1.2 million warrants to purchase our common stock and committed to issue another 800,000 warrants to purchase our common stock to the investors. Under the terms of the Subscription, each of the investors paid USD $150,000 and received 100,000 shares of our common stock, 200,000 A Warrants to purchase common shares at $1.50 per share for a five year period, 400,000 B Warrants to purchase common shares at $3.00 per share for a five year period and, upon the exercise of no less than 10,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance. One of the investors who participated in this transaction was Richard Wachsberg, who was subsequently appointed to our Board of Directors.

During ~~Our~~the ~~directors~~three months ended December 31, 2014, the Company sold an additional 246,001 shares of its common stock for cash consideration of USD $3.00 per share, or approximately USD $738,000, the Company also sold 15,000 shares of its common stock for cash consideration of USD $2.50 per share, or approximately USD $37,500 and ~~officers~~the doCompany ~~not~~sold ~~have~~2,500 ~~any~~shares ~~family~~of ~~relationship~~its ~~between~~common ~~each~~stock ~~other~~for cash consideration of USD $2.00 per share, or approximately USD $5,000.

~~Legal Proceedings~~22

Non-Cash Issuance As of ~~December~~Common ~~11, 2013, there was no material proceeding to which any of our directors, officers, affiliates or stockholders is a party adverse to us.~~Stock

~~Employment~~On ~~Agreements~~October 1, 2014, the Company issued a total of 750,000 shares of our common stock to three individuals pursuant to their employment agreements. The fair market value of the stock at the time of the grants was $1.13 per share and a total of $847,500 was expensed for the share issuance. The employment agreements provide for further issuances of common shares of 100,000 shares on each of their first, second and third anniversaries and 50,000 shares on their fourth anniversary. The company has valued the total of these issuances to these three individuals using the same $1.13 per share. The total incremental expense over the 5 years is $1,186,500. The company is accruing for the related compensation over the vesting periods as they are earned and has recorded an accrued stock payable and professional fee expense of $209,992 in 2014.

On WeOctober do1, ~~not~~2014 ~~currently~~the ~~have~~Company issued 600,000 options to an ~~employment~~employee ~~agreement~~to ~~with~~purchase ~~Tatum~~shares Lof our common stock at $1.13 ~~Morita,~~per ~~our~~share ~~President~~for a period of seven years. 250,000 ~~Chief~~of ~~Executive~~the ~~Officer~~options vested immediately and ~~Chief~~100,000 ~~Financial~~options ~~Officer~~vest each subsequent year for three years and 50,000 orvest ~~with~~after ~~Richard~~four Jyears. ~~Hitt~~On the date of the grant, ~~our~~the ~~Secretary~~Company valued the options at USD $676,293 ~~and~~using dothe ~~not~~Black-Scholes ~~intend~~option topricing domodel sowith ~~until~~the ~~such~~following ~~time~~assumptions: expected aslife weof ~~deem~~the itoptions ~~prudent. Ms.~~of ~~Morita~~7 ~~and~~years, Mrexpected volatility of 226.68%, ~~Hitt~~risk-free dorate ~~not~~of ~~currently~~2.12% ~~receive~~and ano ~~salary~~dividend ~~for~~yield. ~~their~~An ~~services~~expense of USD $329,852 ~~and~~was werecognized dobased ~~not~~on ~~yet~~the ~~recognize~~options ~~compensation~~that ~~expense~~had invested ~~our~~during ~~financial~~the ~~statements~~year ended December 31, 2014.

~~Section~~On ~~16(~~October 1, 2014 the Company issued 50,000 options to another contract employee to purchase shares of our common stock at $1.13 per share for a) period ~~Beneficial~~of ~~Ownership~~five ~~Reporting~~years, ~~Compliance~~all of which vested immediately. On the date of the grant, the Company valued the options at USD $55,890 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 5 years, expected volatility of 226.68%, risk-free rate of 1.69% and no dividend yield. An expense of USD $55,890 was recognized based on the options that had vested during the year ended December 31, 2014.

On ~~Tatum~~October L3, 2014 the Board of Directors approved the grant of 330,000 shares of our common stock to five individuals who are either employees, contractors or directors as compensation for services provided to the Company during the start-up phase of the business. ~~Morita~~The ~~has~~fair ~~filed~~market ~~all~~value ~~required~~of ~~reports~~the ~~under~~stock at ~~Section~~the ~~16(~~time of the grant was $1.13 per share and a) total of USD $372,900 was expensed as professional fees for the ~~Exchange~~share ~~Act~~issuance.

~~Code~~On October 30, 2014 the Company issued of 500,000 ~~Ethics~~shares of our common stock for services provided to the Company during the start-up phase of the business. The fair market value of the stock at the time of the grant was $3.00 per share and a total of USD $1,500,000 was expensed as professional fees for the share issuance.

On ~~Our~~November ~~board~~21, of2014 ~~directors~~the ~~has~~Company ~~adopted~~and 2264793 Ontario Inc., a ~~code~~consolidated VIE of ~~ethics~~the Company, ~~which~~jointly ~~applies~~issued a promissory note to ~~all~~Crimson ~~our~~Capital, ~~directors~~LLC for CAD $600,000 ~~officers~~(USD $515,940) to be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and ~~employees~~matured on February 21, 2015, however the Company had the ability to extend the note on a month-by-month basis. ~~Our~~ ~~code~~The loan was repaid in June 2015. Under an agreement signed on November 1, 2014, Crimson Capital Investments, LLC was given 100,000 shares of ~~ethics~~our iscommon stock ~~intended~~as a fee for arranging the financing. The fair market value of the stock at the time of the grant was USD $300,000. This value was used to ~~comply~~determine ~~with~~a relative fair market value to be ascribed between the ~~requirements~~loan and shares and resulted in $189,698 being recorded as a debt discount. The debt discount is being amortized over the original term of ~~Item~~the ~~406~~note, the Company recorded an expense of ~~Regulation~~$86,880 ~~S-K~~during the fiscal year ending December 31, 2014.

In Weaddition ~~will provide our code of ethics in print without charge~~ to ~~any~~the ~~stockholder~~October ~~who makes a written request to Tatum L. Morita, our President, Chief Executive Officer~~ and ~~Chief~~November ~~Financial Officer~~transactions above, atduring ~~Gold~~the ~~Party~~three ~~Payday,~~months ~~Inc.,~~ended ~~3189~~December ~~Pepperhill Road~~31, ~~Lexington~~2014, ~~Kentucky 40502. Any waivers of~~ the ~~application,~~Company ~~and~~issued ~~any~~an ~~amendments~~additional to301,239 ~~our~~shares ~~code~~ of ~~ethics~~its ~~must~~common bestock ~~made~~for services byvalued ~~our~~at ~~board~~USD ~~of directors~~$3. ~~Any~~00 ~~waivers~~per ofshare, ~~and~~or ~~any~~approximately ~~amendments~~USD to$903,717 ~~our~~which ~~code~~was ofexpensed ~~ethics~~as ~~will~~professional ~~be disclosed promptly on our Internet website~~fees.

21The transactions described above and the shares of common stock involved were exempt from registration provided by Section 4(2) of the Securities Act.

~~Item~~Historical ~~11.~~Sales ~~Executive~~and ~~Compensation~~Non-Cash Issuance of Unregistered Securities

On WeJanuary ~~began~~20, ~~our~~2014, ~~business~~the inCompany ~~August~~issued ~~2011. No~~16,471,163 shares ~~salaries~~of ~~have~~common ~~been~~stock ~~paid~~to byits usfounders atfor ~~any~~cash ~~time~~consideration ~~through~~of ~~December~~CAD ~~11, 2013~~$0. We001 ~~have~~per ~~not~~share, ~~entered~~for ~~into~~a ~~any~~total ~~employment~~of ~~agreements~~approximately ~~with~~CAD ~~our~~$16,500 (USD ~~officers~~$14,800).

Between ~~The~~January ~~following~~21, ~~table~~2014 ~~sets~~and ~~forth,~~February ~~since inception~~1, ~~all cash compensation paid~~2014, the ~~distributed~~Company orissued ~~accrued~~404,976 ~~including~~shares ~~salary~~of ~~and~~its ~~bonus~~common ~~amounts,~~stock for ~~services~~cash ~~rendered~~consideration toof usCAD by$1.00 ~~our~~per ~~Chief~~share, ~~Executive~~for ~~Officer~~a ~~and~~total ~~other executive officers in such period who received or are entitled to receive remuneration in excess~~ of approximately CAD $~~100~~405,000 ~~during~~(USD ~~the stated period and any individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer at September 30~~$367, ~~2013:~~000).

~~Summary~~Between ~~Compensation~~February ~~Table~~2, 2014 and February 14, 2014, the Company issued an additional 223,509 shares of its common stock for cash consideration of CAD $2.00 per share, for a total of approximately CAD $447,000 (USD $403,000).

Name and Principal Position	Fiscal Year	Salary $		Bonus $		Stock Awards $		Option Awards $ (1)		Non-Equity Incentive Plan Compensation $		Nonqualified Deferred Compensation Earnings $		All Other Compensation $		Totals $
Tatum L. Morita	2013		0		0		0		0		0		0		0		0
President, Chief Executive	2012		0		0		0		0		0		0		0		0
Officer and Chief Financial Officer	2011		0		0		0		0		0		0		0		0
Richard J. Hitt, Secretary	2013		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
	2011		0		0		0		0		0		0		0		0

On February 11, 2014, the Company issued 10,000 shares of its common stock for cash consideration of CAD $1.10 per share, for a total of approximately CAD $11,000 (USD $9,900).

(1) The determination of value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in our financial. The amounts represent annual amortization of fair value of stock options granted to the named executive officer.23

In ~~The~~March ~~aggregate~~2014, ~~amount~~the Company issued 150,000 shares of ~~benefits~~its incommon ~~each~~stock to TDM Financial for advisory services to be provided to the Company over a period of one year. Based on the ~~years~~prevailing ~~indicated~~per ~~did~~share ~~not~~price ~~exceed~~of similar stock sold during this period, the ~~lesser~~compensatory stock was valued at CAD $1.00 per share (USD $0.91 per share), for a total of approximately USD $50137,~~000~~160. orThe ~~10%~~Company originally intended to amortize the expense over the life of the ~~compensation~~however, the Company determined that the appropriate treatment was to recognize the full amount of ~~any~~the ~~named~~professional fee ~~officer~~expense because the services were completed and expensed the remaining amount during the year ended December 30, 2014.

~~Outstanding~~In ~~Equity~~April ~~Awards~~2014, the Company issued 15,000 shares of its common stock to an individual for services provided. Based on the prevailing per share price of similar stock sold during this period, the compensatory stock was valued at ~~Fiscal~~USD ~~Year-End~~$3.00 per share, for a total of approximately USD $45,000, which was expensed as professional fees at issuance.

In AsJune 2014, the Company issued a total of ~~September~~250,000 30shares of its common stock to an individual for services to be provided to the Company over a period of two years. Based on the prevailing per share price of similar stock sold during this period, ~~2013~~the compensatory stock was valued at USD $3.00 per share for a total of approximately USD $750,000. ~~there~~The ~~were~~Company nooriginally ~~equity~~intended ~~awards~~to ~~outstanding~~amortize the expense over the life of the contract however, the Company determined that the appropriate treatment was to ~~any~~recognize the full amount of ~~our~~the ~~current~~professional fee orexpense ~~previous~~as ~~executive~~the ~~officers~~services were completed and expensed the remaining amount during the year ended December 30, 2014.

~~Director~~On ~~Compensation~~June 16, 2014 a majority of the shareholders of the Company by written consent authorized a special dividend, whereas each of the shareholders of the common stock of the Company would receive 19.5 shares for every share of Company common stock owned. The Company filed a corporate action with FINRA on June 19, 2014 in relation to the declared stock dividend. The Company received the necessary approvals and FINRA announced the dividend on October 6, 2014, with a pay date of October 3, 2014, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on September 30, 2014, in the amount of 19.5 shares of common stock per one (1) share of common stock held.

Prior ~~Tatum~~to L.June ~~Morita~~30, ~~and~~2014 ~~Richard~~the J.Company ~~Hitt~~issued an doadditional ~~not~~1,968,386 ~~currently~~shares ~~receive~~of ~~any~~its ~~compensation~~common stock for ~~serving~~cash onconsideration ~~our~~of ~~board~~USD $3.00 per share for a total of ~~directors~~approximately USD $6.1 million.

~~Item~~In 12addition to the April and June issuances above, during the three months ended June 30, 2014, the Company issued 466,666 shares of its common stock for professional services provided to the Company. ~~Security~~The ~~Ownership~~fair market value of ~~Certain~~the ~~Beneficial~~compensatory ~~Owners~~stock ~~and~~was ~~Management~~valued ~~and~~at ~~Related~~USD ~~Stockholder~~$3.00 ~~Matters~~per share, for a total of approximately USD $1,400,000, which was expensed at issuance.

On ~~The~~July ~~following~~4, ~~table~~2014, ~~sets~~the ~~forth~~Company ~~information~~issued ~~regarding~~a promissory note to Wildhaus Capital Schweiz AG, in the ~~number~~amount of ~~shares~~USD $1,250,000 to formalize two loans made by Wildhaus Capital Schweiz AG. On August 15, 2014, Wildhaus Capital Schweiz AG agreed to a convert USD $750,000 of ~~our~~the debt to equity for the 250,000 shares of the Company’s common stock ~~beneficially~~at ~~owned~~a price of USD $3.00 per share, based on ~~December~~the 11prevailing per share price of similar stock sold during this period. In September 2014, ~~2013~~Wildhaus Capital Schweiz AG agreed to convert the remaining USD $500,000 ~~by:~~of the debt for an additional 166,667 shares of the Company’s common stock.

~~· each~~During ~~person~~the ~~who~~three ismonths ~~known~~ended bySeptember us30, 2014, tothe ~~beneficially~~Company ~~own~~sold 5%an oradditional ~~more~~382,400 shares of ~~our~~its common stock for cash consideration of USD $3.00 per share, or approximately USD $1.15 million.

~~· each~~The oftransactions ~~our~~described ~~directors~~above and ~~officers,~~the ~~and~~shares of common stock involved were exempt from registration provided by Section 4(2) of the Securities Act.

22Item 6. SELECTED FINANCIAL DATA

~~· all~~As a ofsmaller ~~our~~reporting ~~directors~~company, ~~and~~we ~~officers~~are asnot arequired ~~group~~to provide the information required by this item.

Item ~~Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities~~7. ~~Shares~~ ofMANAGEMENT’S ~~our~~DISCUSSION ~~common~~AND ~~stock~~ANALYSIS ~~which~~OF ~~may~~FINANCIAL beCONDITION ~~acquired~~AND ~~upon~~RESULTS ~~exercise~~OF of stock options or warrants which are currently exercisable or which become exercisable within 60 days after the date indicated in the table are deemed beneficially owned by the optionees. Subject to any applicable community property laws, the persons or entities named in the table above have sole voting and investment power with respect to all shares indicated as beneficially owned by them.OPERATIONS

Name (1)	Number of Shares Beneficially Owned (2)		Percentage of Shares Beneficially Owned
Officers and Directors:
Tatum L. Morita		4,000,000		92	%
Richard J. Hitt		0		–
All officers and directors as a group (2 persons)		4,000,000		92	%

In connection with the Transfer Agreement (as discussed herein in the Business Background Section under Item 1), as of May 21, 2014, we divested all the assets related to the former operations of the Company and discontinued those operations in favor of pursuing our new business plan. Additionally, the Company’s Current Report on Form 8-K disclosing the transactions effected by the Merger and Transfer Agreement included audited financial statements of Canada Cannabis Corp. from its period of inception (January 20, 2014) through March 31, 2014, and unaudited pro-forma financial statements of the combined companies for the three months ended March 31, 2014. We believe the inclusion of comparisons to periods during which the Company was under prior control and management and the business of the Company was wholly different than the current business could be misleading given the complete transition of the Company’s management and business plan, as well as the complete discontinuance of the prior business and divestiture of related assets. As such, the discussion of our liquidity and capital resources and our results of operations does not contain such comparisons to prior periods and is presented as if the Company was a new reporting company as of Canada Cannabis Corp.’s date of inception (January 20, 2014). These discussions of the Company’s liquidity and capital resources and results of operations should be read in the context that the Company became a new reporting company as of January 20, 2014.

	*	Less than 1% of outstanding shares of common stock.
	(1)	The address of each person is c/o Gold Party Payday, Inc., 3189 Pepperhill Road, Lexington, Kentucky 40502.
	(2)	Unless otherwise indicated, includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person. Also includes shares if the named person has the right to acquire those shares within 60 days after December 11, 2013, by the exercise or conversion of any warrant, stock option or convertible preferred stock. Unless otherwise noted, shares are owned of record and beneficially by the named person.

The merger completed is being accounted for as a reverse merger and recapitalization in which Canada Cannabis Corp. is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior the merger will be those of Canada Cannabis Corp. and will be recorded at the historical cost basis of Canada Cannabis Corp., and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of the Company and Canada Cannabis Corp., and the operations of the combined Company from the closing date of the merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. The Company has retroactively restated the common shares outstanding and weighted average shares outstanding pursuant to 1) the reverse merger share exchange ratio of 1:19.5 and 2) the subsequent special share dividend of 19.5:1. On October 3, 2014 the Company’s common shares had a special share dividend of 19.5:1 for all shareholders of record on that date and the Company has reflected that share dividend in the current share count.

~~We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.~~24

Liquidity and WeCapital ~~do not have a compensation plan under which equity securities are authorized for issuance.~~Resources

~~Item~~We are 13a startup phase company that has not commenced planned operations and are focused on developing our business in the Pharmaceutical sector. ~~Certain~~Our ~~Relationships~~principal business objectives for the next twelve (12) months will be to continue to develop our business plan and continue ~~Related~~efforts ~~Transactions,~~related to obtaining our medical marijuana production license. As we have recently changed our business plan in connection with the Merger and ~~Director~~have ~~Independence~~not commenced material operations, we have not earned any revenues from our new operations. Our operations prior to the Merger resulted in the recognition of nominal revenue.

Net ~~Pursuant~~cash toprovided aby ~~Contribution~~(used ~~Agreement,~~in) ~~dated~~operating activities. asDuring ofthe ~~September~~period from inception (January 20, ~~2011,~~2014) ending ~~Tatum~~December ~~L. Morita~~31, ~~our President~~2014, ~~Chief~~net ~~Executive~~cash ~~Officer~~used ~~and~~in ~~Chief~~operating ~~Financial~~activities ~~Officer~~was $(3,072,095). ~~contributed~~The tocash ~~the~~flow ~~capital~~used ofin ~~our~~operating ~~company~~activities ~~100% of~~ during the ~~outstanding~~period ~~membership~~from ~~interests~~inception of(January ~~Gold Party Payday LLC~~20, a2014) ~~California~~ending ~~limited~~December ~~liability company~~31, in2014 ~~exchange~~was ~~for~~primarily ~~4,000,000~~the ~~shares~~result of ~~our~~net ~~common~~loss ~~stock,~~incurred ~~constituting~~during ~~all~~the period ofafter ~~our~~add ~~outstanding~~back ~~shares~~ of ~~common~~noncash ~~stock. No~~expenses ~~value~~related ~~was given~~ to ~~the~~ common ~~stock~~shares issued byfor ~~us. The~~services ~~shares~~and ~~were~~an ~~recorded~~allowance toand ~~reflect~~impairment charge recorded against the ~~$0.000001~~Growlite ~~par~~loan, ~~value~~receivable and ~~paid-in~~investment. ~~capital~~(Please ~~was~~see ~~recorded~~Note as5 ato ~~negative~~the ~~amount~~Financial ofStatements ~~$(4.00). Ms.~~for ~~Morita is considered~~ a ~~promoter~~further discussion of ~~our company~~Growlite).

23Net cash provided by (used in) investing activities. During period from inception (January 20, 2014) ending December 31, 2014, net cash used in investing activities was $(7,845,382). The cash flow used in investing activities during the period from inception (January 20, 2014) ending December 31, 2014 was primarily the result of the acquisition of and investment in the Brampton Property (approximately $4.7 million) and the loan and investment into Growlite (approximately $3.6 million)(Please see Note 5 to the Financial Statements for a further discussion of Growlite).

Net cash Inprovided ~~June~~by ~~2012,~~(used ~~Tatum~~in) Lfinancing activities. ~~Morita~~During ~~agreed~~the toperiod ~~loan~~from usinception up(January to20, 2014) ending December 31, 2014, net cash provided by financing activities was $5011,~~000~~066,772. inThe ~~order~~cash toflow ~~fund~~provided ~~our~~by ~~working~~financing ~~capital~~activities ~~expenditure~~during ~~requirements~~the ~~through~~period ~~June~~from inception ~~2013. This~~(January ~~agreement~~20, ~~has~~2014) ~~since~~ending ~~expired~~December 31, 2014 was primarily the result of proceeds received from the sale of common stock and proceeds received from the note issued in connection with mortgage of the Brampton Property.

~~Director~~As of ~~Independence~~December 31, 2014, we had cash on hand of $17,813 and current liabilities of $11,629,428. We have incurred a loss since inception resulting in an accumulated deficit of $14,379,305) and further losses are anticipated as we continue to develop and implement our business plan. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2015.

In connection ~~Our~~with ~~board~~the acquisition of the Brampton Property by 2264793 Ontario Inc. in July of 2014, financing in the amount of CAD $9,400,000 (approximately USD $8.1 million) (the “Loan”) was incurred by 2264793 Ontario Inc., an affiliated company (owned by several of our directors, ~~has~~officers, ~~determined~~and ~~that~~shareholders: ~~neither~~Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil) holds title to the Brampton Property, which is secured primarily by mortgage on the Brampton Property. As the Company will be the primary benefactor of the ~~members~~Brampton Property, the Company makes the monthly interest only payments on the Loan in the amount of CAD $78,333 (approximately USD $71,000) each, which began on August 15, 2014. The monthly interest payments on the Loan are partially offset with rental income from non-related parties in the amount of approximately CAD $700,000 (approximately USD $634,000) per year from existing leases of areas of the Brampton Property not presently required for our ~~board~~operations and the Company expects the collection of ~~directors~~rental ~~qualifies~~income asto ancontinue ~~“independent”~~throughout ~~director~~2015 ~~under~~in ~~Nasdaq~~the same amounts. As of December 31, 2014, the Company has expended amounts totaling CAD $391,665 in connection with the Loan on the Brampton Property. The preceding description of the Loan is incomplete and qualified entirely by the Company’s ~~definition~~Current ofReport ~~independence~~on Form 8-K filed with the Securities and Exchange Commission on July 11, 2014, in which a more detailed description with respect to the Loan can be found.

~~Item~~Additionally, in 14connection with the acquisition of the Brampton Property, the Company loaned to 2264793 Ontario Inc. ~~Principal~~the ~~Accountant~~amount ~~Fees~~of CAD $4,953,160 (approximately USD $4.3 million) to fund a portion of the down payment on the Brampton Property (the “Down Payment Loan”). This Down Payment Loan is evidence by a promissory note that was prepared and ~~Services~~dated December 31, 2015 made by 2264793 Ontario Inc. in favor of the Company in the amount of CAD $4,953,160 (approximately USD $4.3 million), bearing interest at a rate of 0%.The loan between 2264793 Ontario Inc. and the Company is eliminated on Consolidation and as such, no imputed interest was calculated. The preceding description of the Down Payment Loan is incomplete and qualified in its entirety by reference to the complete text of the Down Payment Loan promissory note, which is attached hereto as an Exhibit.

~~Audit Fees~~25

As ~~For~~discussed ~~fiscal~~above, ~~year~~the ~~end~~medical ~~September~~marijuana regulatory 30environment in Canada is experiencing significant uncertainty. Health Canada’s change removing the ready to build approval makes it very difficult and risky for potential medical marijuana licensees to pass the final licensure stage. The Company continues to consider every avenue of its business plan. Due to this continued regulatory uncertainty, ~~2013: $6~~particularly the changes and delays in medical marijuana licensing process,~~250~~ the Company’s contingency plans may include entertaining the sale of the Brampton Property. If such transaction were to occur, the Company would consider using proceeds from any such sale to continue pursuing other avenues to achieve our business plan, including potential acquisitions of other medical marijuana licensees and pursuing alternative medical marijuana products and technology, both in Canada and internationally, or another suitable property to replace the Brampton Property.

However, ~~For~~if the Company were to keep the property and convert if for our business use as originally intended, we expect to fund the cost of such renovations. At this time, we expect renovation expenditures to be approximately $18,000,000. Some preparation for the renovation have already occurred, with related expenditures by the Company in the total amount of approximately USD $1.1 million for the fiscal year ~~end~~ending ~~September~~December 31, 302014. Substantial renovations, ~~2012: $5~~if any,~~700~~ would not be expected to begin in earnest until we receive satisfactory review and assessment of our physical security plans (pursuant to which we must build out our grow facility) by Health Canada to confirm that the plans meet licensure requirement.

The Company’s ability to commence material operations in the production and sale of medical marijuana products and generate revenue depends upon a number of variables out of our control, including the review and approval of our production license application, successful build out of our grow facility in accordance with our physical security plans, and issuance of a production license to the Company by Health Canada. As previously discussed, the Company has met the initial licensure requirements and has advanced to the review stage of the licensure process. We ~~did~~are ~~not~~confident ~~pay~~that ~~any~~our ~~other~~application ~~fees~~and physical security plans satisfy the licensure requirements. However, there can be no assurance as ~~specified~~to inthe ~~Item~~outcome ~~9(e)~~of the Health Canada review or that Health Canada will approve our license application and issue a production license to the Company, nor can we predict with any confidence when Health Canada will complete the review stage, when we will be able to commence and complete build out of ~~Schedule~~our ~~14A~~grow facility, nor when Health Canada will conduct its final inspections and make a final determination with respect to our license application.

The accompanying Weconsolidated dofinancial ~~not~~statements have ~~audit~~been ~~committee~~prepared ~~pre~~assuming that the Company will continue as a going concern. In the course of its start-~~approval~~up ~~policies~~activities, we have sustained operating and ~~procedures~~cash flow losses and expect to incur an operating and cash flow losses for 2014. The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations. These factors raise substantial doubt about our ability to continue as a going concern. We will continue targeting sources of additional financing to provide continuation of our operations. There can be no assurance that the Company will be able to continue to raise funds or that we will be able to achieve revenues sufficient to become profitable, in which case we may be unable to meet our obligations and we may cease operations. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

24Results of Operations

~~PART~~As we IVare a company that has not commenced planned operations and are still in the startup phase, we are not yet engaged in material operations generating revenue; therefore, we have little operations to report at this time. Our main focus has been on the development of our new business plan. We have made no sales under our new business plan and all expenses from the date of the Merger through the date of this Annual Report have related to the development of our new business plan, including the acquisition and renovation of the Brampton Property and licensure efforts under the MMPR, and other expenses related to the daily operations of a public company.

Period from ~~Item~~inception ~~15. Exhibits~~(January ~~and~~20, ~~Financial~~2014) ~~Statement~~to ~~Schedules~~December 31, 2014

~~The~~Rental Income. ~~following~~Rental ~~exhibits~~Income ~~are~~for ~~filed~~the asperiod ~~part~~from ofinception ~~this~~(January ~~Form~~20, ~~10-K~~2014) ~~and~~ending ~~this~~December ~~list~~31, ~~includes~~2014 ~~the~~was ~~Exhibit~~$292,843. ~~Index~~The revenue from rental income is primarily related to Brampton Property leases.

No.		Description
3.1*		Certificate of Incorporation of Gold Party Payday, Inc., filed September 19, 2011 with the Secretary of State of the State of Delaware.
3.2*		By-laws of Gold Party Payday, Inc.
10.1*		Subscription Agreement.
10.2*		Contribution Agreement.
10.3*		Agreement between Gold Party Payday, Inc. and Tatum L. Morita.
10.4*		Escrow Agreement between Gold Party Payday, Inc. and Glenn Hoskins P.S.C.
14.1*		Code of Business Conduct and Ethics.
14.2*		Code of Ethics for the CEO and Senior Financial Officers.
21.1*		Subsidiaries of Gold Party Payday, Inc.
31.1		Certification as Adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

General and Administrative Expenses. General and administrative expenses for the period from inception (January 20, 2014) ending December 31, 2014 were $3,154,585. The expenditure of funds for general and administrative expenses is primarily related to business startup and development activities. Included is $443,958 for travel and entertainment and $143,487 for promotions. $1,057,492 was expensed for shares issued and to be issued to 3 employees of the Company and $385,742 was expensed for options granted to 2 additional employees. Operating costs related to the Brampton Property were $374,585.

*Professional ~~Incorporated~~Fees. Professional byfees ~~reference~~for to the ~~exhibits~~period ~~included~~from ~~with~~inception ~~Registration~~(January ~~Statement~~20, on2014) ~~Form~~ending ~~S-1~~December ~~(No~~31, 2014 were $4,768,168. ~~333-179490)~~Included is $4,226,647 of ~~declared~~expense ~~effective~~relating byto ~~the~~shares Uissued.S. ~~Securities~~In ~~and~~addition, ~~Exchange~~there ~~Commission~~is on$449,368 ~~June~~for 25legal fees primarily related to startup, ~~2012~~the merger transaction and regulatory compliance.

25Consulting Fees. Consulting fees for the period from inception (January 20, 2014) ending December 31, 2014 were $2,916,866. Included is $1,171,170 in fees charged by financial advisors. Consulting fees also includes $391,104 paid in relation to the Health Canada marijuana producer licensing application and developing the Company’s business plan. Consulting includes $205,143 for individual hired to manage the design and operations of the Brampton facility. It also includes a $750,000 charge for shares issued to an individual for services.

~~Signatures~~26

Loss Inon ~~accordance~~Impairment ~~with~~of ~~Section~~Asset. 13The orloss on ~~15(d)~~impairment relates to the write-down of the ~~Exchange~~Investment ~~Act~~$859,900 and Loan of $2,579,700 and Receivable $137,695 from Growlite. The Company reviewed this investment for impairment and had made the ~~registrant~~determination ~~caused~~that due to unfavorable changes in the market, the Company would write the investment down to $800,000 which approximated the carrying value of Growlite’s inventory at December 31, 2014. Subsequent to this ~~report~~analysis the Company was informed that a manufacturer’s defect has been identified in Growlite’s most popular fixture that has resulted in the request for all customers to bestop ~~signed~~using onthe ~~its~~product. ~~behalf~~Given bythe uncertainty of the ~~undersigned~~value of the remaining inventory and the financial and reputational harm Growlite will incur, ~~thereunto~~the ~~duly~~Company ~~authorized~~has written its investment to zero and fully provide a reserve against the loan and receivable due from Growlite (Please see Note 5 to the Financial Statements for a full discussion of Growlite).

	GOLD PARTY PAYDAY, INC.
Date: December 12, 2013	By:	/s/ Tatum L. Morita
		Tatum L. Morita
		President, Chief Executive Officer and Chief Financial Officer
		(principal executive officer and principal
		financial and accounting officer)

Net Income (loss). For the period from inception (January 20, 2014) ending December 31, 2014, we incurred a net loss of $(14,727,347). The net loss was primarily a result of operating expenses without current revenue and the impairment charges relating to Growlite.

CAPITAL ~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~COMMITMENTS

Date: December 12, 2013	/s/ Tatum L. Morita
	Tatum L. Morita
	President, Chief Executive Officer, Chief Financial Officer and Director
	(principal executive officer and principal
	financial and accounting officer)
Date: December 12, 2013	/s/ Richard J. Hitt
	Richard J. Hitt
	Secretary and Director

While some preparation for the renovation of the Brampton property has occurred, with related expenditures by the Company in the total amount of approximately USD $1.1 million as of December 31, 2014, the renovations are expected to begin in earnest following satisfactory review and assessment of our physical security plans by Health Canada to confirm that the plans meet licensure requirement. At this time, we expect renovation expenses to be approximately $18,000,000.

26RELATED PARTY TRANSACTIONS

~~Gold~~Investment in ~~Party Payday, Inc.~~Growlite

As discussed in Note 5 to the financial statements, on March 31, 2014, the Company has a 45% equity interest in Growlite Canada for CAD $1 million (Aapproximately ~~Development~~USD ~~Stage~~$900,000). Additionally, the Company made a CAD $3 million (approximately USD $2.7 million) loan and has a CAD $160,000 (approximately USD$140,000) receivable. The loan bears interest at 2% to be paid quarterly, while the entire principle amount and any remaining interest matures March 31, 2024. Prior to the equity investment and loan, Growlite Canada was wholly-owned by Silvio Serrano, who remains the owner of 55% of the ownership interest in Growlite Canada and is Growlite Canada’s President, CEO and sole director. At the time of the transaction, Mr. Serrano held a 6.4% equity interest in the Company (which he currently holds) and served as a vice president and director until he resigned in November 2014. During the year, Growlite advanced Mr. Serrano, his brother and a company controlled by Mr. Serrano $1,635,705 CAD (approximately USD$1,480,000). In addition, during the year, CAD $810,000 (approximately USD $734,000) was advanced by Growlite to NAC Construction Inc. an entity owned by Peter Strang, who is an officer and director of the Company and owner of 6.4% of the Company’s common stock.

~~September 30, 2013~~ Legal and ~~2012~~Other Services

~~Index~~One toof ~~Consolidated~~the ~~Financial~~five ~~Statements~~shareholders, Mariana Bracic, who is a common law spouse of Ben Ward (the CEO and a director of the Company and owner of 6.4% of Company common stock), disclosed in Note 5 as being under a Consulting and Professional services contract also provides legal and other services for the Company. For the period from inception through December 31, 2014, this shareholder was paid, either as an individual or through MBL Legal, an entity controlled by the individual, approximately CAD $125,000 (USD $113,225) for services rendered, which includes the amounts paid under the disclosed contract.

Contents		Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at September 30, 2013 and 2012		F-3
Consolidated Statements of Operations for the fiscal year ended September 30, 2013 and 2012, and for the period from August 16, 2011 (Inception) through September 30, 2013		F-4
Consolidated Statement of Member’s and Stockholders’ Equity (Deficit) for the period from August 16, 2011 (Inception) through September 30, 2013		F-5
Consolidated Statement of Cash Flows for fiscal year ended September 30, 2013 and 2012, and for the period from August 16, 2011 (Inception) through September 30, 2013		F-6
Notes to the Consolidated Financial Statements		F-7

Promissory Notes Made by the Company

FAt various times throughout the year ended December 31, 2014, Benjamin Ward, the Company’s CEO and a director and owner of 6.4% of the Company’s common stock, advanced amounts to the Company in the form of short-1term loans to help the Company with operating capital as needed. On December 15, 2014 these notes, totaling CAD $334,869 (USD $287,953) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding.

~~REPORT~~At OFvarious ~~INDEPENDENT~~times ~~REGISTERED~~throughout ~~PUBLIC~~the ~~ACCOUNTING~~year ~~FIRM~~ended December 31, 2014, John Esteireiro advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014 these notes, totaling CAD $1,150,000 (USD $988,885) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. John Esteireiro owns 6.4% of the Company’s common stock and served as a director and the COO of the Company until his resignation on August 24, 2015.

ToAt various times throughout the ~~Board~~year ended December 31, 2014, Silvio Serrano advanced amounts to the Company in the form of ~~Directors~~short-term ~~and~~loans ~~Stockholder~~to help the Company with operating capital as needed (each of which is described in detail above). On December 15, 2014 these notes, totaling CAD $144,000 (USD $123,826) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. This promissory note remains outstanding as of the date of this Annual Report. Mr. Serrano owns 6.4% of the Company’s common stock and served as a vice president and director until he resigned in November 2014.

~~Gold~~At ~~Party~~various ~~Payday~~times throughout the year ended December 31, ~~Inc~~2014, Benedetto Fuschino advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014, these notes, totaling CAD $70,000 (USD $60,193), were consolidated into a one-year interest free note. The note matures December 15, 2015, but the Company may prepay the note upon receiving adequate funding.

(AAt ~~development~~various ~~stage~~times ~~company~~throughout the year ended December 31, 2014, Midnight Capital and Scott Keevil advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014, these notes, totaling CAD $89,658 (USD $77,097), were consolidated into a one-year interest free note. The note matures December 15, 2015, but the Company may prepay the note upon receiving adequate funding.

WeThe ~~have~~imputed ~~audited~~interest ~~the~~amount ~~accompanying~~on ~~consolidated balance sheets of Gold Party Payday, Inc. (~~the ~~“Company”)~~above asnoted ofloans ~~September~~totaled CAD 30$33,505 ~~2013 and 2012, and the related consolidated statements of operations, member’s and stockholder’s equity~~ (~~deficit)~~USD ~~and cash flows for the fiscal years then ended~~$28, ~~and for the period from August 16, 2011 (inception~~810) ~~through September 30, 2013~~. ~~These~~A ~~financial~~total ~~statements are the responsibility~~ of ~~the~~CAD ~~Company’s~~$4,705 ~~management.~~was ~~Our responsibility is to express an opinion on these financial statements based on our audits~~expensed.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.27

InOn November ~~our opinion~~21, 2014 the Company and 2264793 Ontario Inc., a consolidated ~~financial~~VIE ~~statements~~of ~~referred~~the Company, jointly issued a promissory note to Crimson ~~above~~Capital, ~~present~~LLC ~~fairly~~for CAD $600,000 in(USD ~~all~~$515,940) ~~material~~to ~~respects~~be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and matured on February 21, 2015, however the ~~financial~~Company ~~position~~had ofthe ability to extend the ~~Company~~note ason a ofmonth-by-month ~~September~~basis. 30The loan was repaid in June 2015. The total interest accrued to December 31, ~~2013~~2014 ~~and~~was ~~2012~~CAD$35,507. ~~and~~Under a ~~the~~referral ~~results~~agreement signed on November 1, 2014, Crimson Capital Investments, LLC was given 100,000 shares of ~~its~~our ~~operations~~common ~~and~~shares as ~~its~~a ~~cash~~referral ~~flows~~fee for arranging the ~~fiscal~~financing. ~~years~~The ~~then~~fair ~~ended,~~market ~~and~~value ~~for~~at the ~~period~~time ~~from~~of ~~August~~grant 16was USD $300,000. ~~2011~~This ~~(inception)~~value ~~through~~was ~~September~~used to ~~30,~~determine ~~2013~~a inrelative ~~conformity~~fair ~~with~~market ~~accounting~~value ~~principles~~to ~~generally~~be ~~accepted~~ascribed between the loan and shares and resulted in $124,689 being recorded as a debt discount. The debt discount is being amortized over the ~~United~~original ~~States~~term of ~~America~~the note, the Company recorded an expense of $86,880 in 2014.

~~The~~In ~~accompanying~~connection ~~consolidated~~with ~~financial~~the ~~statements~~acquisition of ~~have~~the ~~been~~Brampton ~~prepared~~Property, ~~assuming that~~ the Company ~~will~~loaned ~~continue~~to as2264793 aOntario ~~going concern~~Inc. Asthe ~~discussed~~amount inof ~~Note~~CAD 3$4,259,222 (approximately USD $3,933,000) to ~~the~~fund ~~consolidated~~a ~~financial~~portion ~~statements,~~of the ~~Company~~down ~~had~~payment aon ~~deficit~~the ~~accumulated~~Brampton ~~during~~Property (the ~~development~~“Down ~~stage~~Payment atLoan”). ~~September~~This ~~30,~~Down ~~2013~~Payment ~~and~~Loan ~~had~~is evidence by a ~~net~~promissory ~~loss~~note that was prepared and ~~net~~dated ~~cash~~December ~~used~~31, 2015 made by 2264793 Ontario Inc. in ~~operating~~favor ~~activities~~of ~~for~~the Company in the ~~fiscal~~amount ~~year~~of ~~then~~CAD ~~ended.~~$4,259,222 ~~These~~(approximately ~~factors~~USD ~~raise~~$3,933,000), ~~substantial~~bearing ~~doubt~~interest ~~about~~at a rate of 0%.The loan between 2264793 Ontario Inc. and the Company’s ~~ability~~is toeliminated ~~continue~~on Consolidation and as asuch, ~~going~~no ~~concern~~imputed interest was calculated. ~~Management’s~~2264793 ~~plans~~Ontario inInc. ~~regards~~is toowned by ~~these~~several ~~matters~~of ~~are~~our ~~also~~directors, ~~described~~officers, inand ~~Note~~shareholders: 3Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil. ~~The~~2264793 Ontario ~~consolidated~~Inc. ~~financial~~is ~~statements~~considered doa ~~not~~VIE ~~include~~(please ~~any~~see ~~adjustments~~Note ~~that~~2 ~~might~~Variable ~~result~~Interest ~~from~~Entities ~~the~~and ~~outcome~~Principals of ~~this~~Consolidation ~~uncertainty~~for further discussion).

/Ben Ward, owner of 6.4% of the Company’s~~/Li~~ common stock and a director and the CEO of the Company, PCowns Li25% of 2264793 Ontario Inc. and serves as its Secretary. John Esteireiro, who owns 6.4% of the Company’s common stock and formerly served as a director and the COO of the Company, PCowns ~~Skillman~~25% of 2264793 Ontario Inc. Silvio Serrano, ~~New~~who ~~Jersey~~owns ~~December~~6.4% 12of the Company’s common stock and formerly served as a director and a vice-president of the Company, ~~2013~~owns 25% of 2264793 Ontario Inc. Scott Keevil also owns 25% of 2264793 Ontario Inc. and serves as its President & CEO. Mr. Keevil owns 4.1% of the Company’s common stock.

FDuring the year, the Company paid NAC Construction, a Company owned by Peter Strang, CAD $ 400,000 ($US 343,960) for work performed on the Brampton property in its role as general contractor. In addition, the Company paid NAC Investments, also owned by Mr. Strang, CAD $ 25,594 ($US 22,008) for consulting services. Mr. Strang owns 6.4% of the Company’s common stock and serves as a director and a vice-2president of the Company.

~~Gold~~During ~~Party~~the ~~Payday~~year, Scott Keevil incurred expenses of CAD $ 92,690 ($US 79,704) on behalf of CCC. These monies were primarily expense reimbursements for travel, office supplies and office rental space. At year end, the Company owed Mr. Keevil CAD $1,542 ($US 1,326). In addition, the Company paid Midnight Capital Corp, a Company owned by Mr. Keevil a CAD $50,000 ($US 42,995) consulting fee. At year end, the Company owed Midnight Capital CAD $88,116 ($75,771). Mr. Keevil owns 4.1% of the Company’s common stock and is a 25% of 2264793 Ontario Inc. (a consolidated VIE of the Company) and serves as its President & CEO.

(CRITICAL ACCOUNTING ~~A Development Stage Company)~~POLICIES

~~Consolidated~~Variable Interest ~~Balance Sheets~~Entities

	September 30, 2013		September 30, 2012
ASSETS
CURRENT ASSETS:
Cash	$	606	$	163
Inventory		3,398		1,713
Total Current Assets		4,004		1,876
Total Assets	$	4,004	$	1,876
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Advances from shareholder	$	7,100	$	-
Total Current Liabilities		7,100		-
STOCKHOLDER'S EQUITY (DEFICIT):
Preferred stock: $0.000001 par value; 5,000,000 shares authorized; none issued or outstanding		-		-
Common stock: $0.000001 par value; 95,000,000 shares authorized; 4,333,350 and 4,000,000 shares issued and outstanding, respectively		4		4
Additional paid-in capital		71,016		31,014
Deficit accumulated during the development stage		(74,116)		(29,142)
Total Stockholder's Equity (Deficit)		(3,096)		1,876
Total Liabilities and Stockholder's Equity (Deficit)	$	4,004	$	1,876

A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. The Company performs ongoing reassessments of whether it is the primary beneficiary of a VIE, which includes consideration of whether the Company has acquired or divested the power to direct the most significant activities of the VIE through changes in governing documents or other circumstances. The Company also reconsiders whether entities previously determined not to be VIEs have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework.

~~See~~The ~~accompanying~~Company ~~notes~~has assessed its investment in Growlite Canada (see Note 5) and its relationship with 2264793 Ontario Inc. (see Note 11) with regard to whether it is the ~~consolidated~~primary beneficiary of these entities. The Company believes it is not the primary beneficiary of Growlite Canada, Silvio Serrano is the primary beneficiary of Growlite as he meets the power criterion by making all of the ongoing operating decisions for the company, is in control of the bank account and is responsible for driving the company’s sales and marketing strategy. Mr. Serrano also meets the losses/benefits criterion by having both the right to receive benefits and the obligation to absorb losses through his 55% ownership of the company. Given these facts CCC accounts for its Growlite though the equity method of accounting and does not consolidate Growlite in its financial statements. The Company was not able to obtain reliable financial information from Growlite and has now made the determination to write off all loans, receivables and investment. As such, no Growlite financial information is presented.

~~F-3~~28

~~Gold~~The Company ~~Party~~believes ~~Payday~~that it is in fact the primary beneficiary of 2264793 Ontario, Inc. and accordingly, consolidates the entity in its Consolidated Financial Statements. See “Principles of Consolidation”. It is owned by several of our directors, officers, and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil. 2264793 Ontario Inc. is managed for the benefit of the CCC shareholders by CCC officers, directors and employees who make all of decisions relating to the building and the financing thereof. CCC has invested in the building and pays the bills, loans and mortgage associated with the building, it has the rights to receive the benefits and will absorb any losses and as such is considered to be a VIE and is consolidated in these Financial Statements.

(Principles of ~~A Development Stage Company)~~Consolidation

~~Consolidated~~The accompanying ~~Statement~~consolidated offinancial ~~Operations~~statements include Canadian Cannabis Corp. (formerly, Gold Party Payday, Inc.) and Canada Cannabis Corp., our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

					For the Period from
	For the Year		For the Year		August 16, 2011
	Ended		Ended		(inception) through
	September 30, 2013		September 30, 2012		September 30, 2013
Revenue earned during the development stage
Commission fee revenue earned during the development stage	$	-	$	77	$	120
Revenue earned during the development stage		10,544		4,021		14,565
Total revenue earned during the development stage		10,544		4,098		14,685
Cost of revenue		14,375		3,608		17,983
Gross margin		(3,831)		490		(3,298)
Operating expenses:
Professional fees		36,751		28,822		65,998
General and administrative expenses		3,904		404		4,345
Total operating expenses		40,655		29,226		70,343
Loss from operations		(44,486)		(28,736)		(73,641)
OTHER (INCOME) EXPENSE:
Foreign currency transaction (gain) loss		488		-		488
Other (income) expense, net		488		-		488
Loss before income tax provision		(44,974)		(28,736)		(74,129)
Income tax provision		-		-		-
NET LOSS	$	(44,974)	$	(28,736)	$	(74,129)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:	$	(0.01)		(0.01)
Weighted average common shares outstanding - basic and diluted		4,291,620		4,000,000

The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined. In accordance with FIN 46(R), the Company believes that it meets the definition of the primary beneficiary for 2264793 Ontario Inc. and consolidates the entity in its Consolidated Financial Statements. See “Variable Interest Entities”

~~See~~Use of ~~accompanying notes to the consolidated financial statements.~~Estimates

~~F-4~~The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates include assumptions for the Company’s valuation of stock compensation, warrants, options and the valuation of Growlite. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Gold Party Payday, Inc.~~29

~~( A Development Stage Company)~~Income tax

~~Consolidated~~The Company ~~Statement~~accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~Member's~~assets and liabilities and ~~Stockholders'~~their ~~Equity~~tax ~~(Deficit)~~bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~For~~The Company follows the ~~Period~~provisions ~~from~~of ~~August~~ASC 16740-10, ~~2011~~“Accounting ~~(Inception)~~for ~~through~~Uncertain ~~September~~Income 30Tax Positions.” When tax returns are filed, ~~2013~~it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

									Earnings (Deficit)
			Common Stock, $0.000001 Par Value				Additional		Accumulated		Total Member's and
			Number of				Paid-in		during the		Stockholders'
	Member Interest		Shares		Amount		Capital		Development Stage		Equity (Deficit)
August 16, 2011 (Inception)	$	-		-	$	-	$	-	$	-	$	-
Member capital contribution for the period from August 16, 2011 (inception) through September 18, 2011		2,750										2,750
Net income for the period from August 16, 2011 (inception) through September 18, 2011										(13)		(13)
Shares issued to LLC member for LLC membership interest upon formation the Company		-		4,000,000		4		(4)				-
Reclassification of LLC member capital as additional paid-in capital		(2,750)						2,750				-
Reclassification of LLC undistributed earnings at September 18, 2011 as additional paid-in capital								(13)		13		-
Net loss for the period from September 18, 2011 through September 30, 2011										(406)		(406)
Balance, September 30, 2011		-		4,000,000		4		2,733		(406)		2,331
Capital Contribution								28,281		-		28,281
Net loss										(28,736)		(28,736)
Balance, September 30, 2012		-		4,000,000		4		31,014		(29,142)		1,876
Shares issued for cash at $0.12 per share from October through December 2012				333,350				40,002				40,002
Net loss										(44,974)		(44,974)
Balance, September 30, 2013	$	-		4,333,350	$	4	$	71,016	$	(74,116)	$	(3,096)

Fair Value Measurements

~~See~~ASC Topic ~~accompanying~~820, ~~notes~~Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the ~~consolidated~~highest ~~financial~~priority ~~statements~~to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

FLevel 1 -5 Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

~~Gold~~Level 2 ~~Party~~- ~~Payday~~Pricing inputs are other than quoted prices in active markets, ~~Inc~~but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

(Level 3 A- ~~Development~~Significant ~~Stage~~inputs ~~Company)~~to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

~~Consolidated~~Our financial ~~Statement~~instruments consist of ~~Cash~~cash, ~~Flows~~accounts payables, notes receivable, notes payable and accrued expenses. The carrying values of cash, accounts payables, notes receivable, notes payable and accrued expenses approximate their fair value due to their short maturities.

					For the Period from
	For the Year		For the Year		August 16, 2011
	Ended		Ended		(inception) through
	September 30, 2013		September 30, 2012		September 30, 2013
Cash flows from operating activities:
Net loss	$	(44,974)	$	(28,736)	$	(74,129)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses		-		325		-
Inventory		(1,685)		(1,713)		(3,398)
Net cash used in operating activities		(46,659)		(30,124)		(77,527)
Cash flows from financing activities:
Advances from shareholders		7,100		-		7,100
Capital contribution		-		28,281		31,031
Proceeds from common stock issuance		40,002		-		40,002
Net cash provided by financing activities		47,102		28,281		78,133
Net change in cash		443		(1,843)		606
Cash at beginning of period		163		2,006		-
Cash at end of period	$	606	$	163	$	606
Supplemental disclosure of cash flows information:
Interest paid	$	-	$	-	$	-
Income tax paid	$	-	$	-	$	-

~~See accompanying notes to the consolidated financial statements.~~Long-Lived Assets

FIn accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-6lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Through December 31, 2014, the Company recorded an impairment loss on its long-lived assets in the amount of $3,577,295. See Note 5. There can be no assurances that demand for the Company’s products or services, which could result in a further impairment of long-lived assets in the future.

~~Gold~~Imputed Interest on Related Party ~~Payday,~~Non ~~Inc.~~Interest Bearing Debt

(AIn accordance ~~Development~~with ~~Stage~~ASC Subtopic 835-30, the Company) expenses imputed interest on all related party non-interest bearing debt. The imputed interest on each note is calculated by determining the difference between the face value of the note and the present value of the note which is derived by using a discount rate equal to prevailing interest rates on similar debt issued. The imputed interest amount is amortized and expensed over the term of each note.

~~September~~Equity Instruments ~~30,~~Issued ~~2013~~to ~~and~~Non-Employees ~~2012~~for Acquiring Goods or Services

~~Notes~~Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the ~~Consolidated~~earlier ~~Financial~~of ~~Statements~~(i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. (See note 13). When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

~~Note 1~~ Stock- ~~Organization and Operations~~Based Compensation

~~Gold~~FASB ASC ~~Party~~718 ~~Payday~~establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, ~~LLC~~but primarily focuses on transactions whereby an entity obtains employee services for share-based payments. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

~~Gold~~The Company’s ~~Party~~accounting ~~Payday,~~policy ~~LLC,~~for aequity ~~development~~instruments ~~stage~~issued ~~company,~~to ~~(“LLC”~~consultants orand ~~“Predecessor”)~~vendors ~~was~~in ~~organized~~exchange asfor agoods ~~Limited~~and ~~Liability~~services follows ~~Company~~the onprovisions ~~August~~of ~~16,~~FASB ~~2011~~ASC ~~under~~505-50. The measurement date for the ~~laws~~fair value of the ~~State~~equity ofinstruments ~~California.~~issued ~~The~~is determined ~~LLC~~at ~~organizes~~the ~~events~~earlier ~~and~~of ~~parties in~~(i) the date at which ~~guests~~a ~~bring~~commitment ~~their~~for ~~unwanted~~performance ~~jewelry,~~by ~~scrap~~the ~~gold~~consultant ~~and~~or ~~silver,~~vendor ~~and~~is ~~other~~reached ~~gold~~or ~~and~~(ii) the ~~silver~~date ~~items to~~at ~~sell~~which to the ~~LLC. The~~consultant ~~LLC~~or vendor’s ~~events~~performance ~~are~~is ~~centered~~complete. ~~around~~In ~~home~~the ~~parties~~case ~~hosted primarily~~of byequity ~~individuals. The~~instruments ~~LLC~~issued ~~also supports organizations~~to byconsultants, the ~~holding fundraising~~fair ~~events~~value ~~hosted~~of bythe ~~churches~~equity ~~and other~~instrument ~~charitable or~~is ~~religious~~recognized ~~organizations~~over (the ~~“Event~~term ~~Host(s)”)~~of the consulting agreement. A ~~“Gold~~Stock-based ~~Party~~compensation ~~Payday”~~related to ~~event~~non-employees ~~host~~is ~~typically~~accounted ~~receives~~for ~~10%~~based ofon the ~~gross~~fair ~~proceeds received~~value atof the ~~event. The~~related ~~Event~~stock ~~Host~~or ~~also~~options ~~receives~~or ~~a bonus~~the ~~equal~~fair ~~to 5%~~value of the ~~gross~~services, ~~proceeds received~~whichever is atmore ~~any~~readily ~~parties~~determinable orin ~~events~~accordance ~~that~~with ~~are~~FASB ~~booked~~ASC ~~by guests who attended the original event~~718.

~~Gold Party Payday, Inc.~~31

~~Gold~~Foreign Currency ~~Party~~Transactions Payday, Inc. (the “Company”) was incorporated on September 19, 2011 under the laws of the State of Delaware for the sole purpose of acquiring all of the outstanding membership units of Gold Party Payday, LLC. Upon formation, the Company issued an aggregate of 4,000,000 shares of the newly formed corporation’s common stock to the member of the LLC for all of the outstanding membership units of Gold Party Payday, LLC. No value was given to the stock issued by the newly formed corporation. Therefore, the shares were recorded to reflect the $.000001 par value and paid in capital was recorded as a negative amount of ($4). The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Gold Party Payday, LLC, which are recorded at historical cost.Translation

The Company’s ~~applied~~principal ~~paragraph~~country ~~505-10-S99-3~~ of ~~the~~operations ~~FASB~~is ~~Accounting~~Canada. ~~Standards~~The ~~Codification~~financial ~~(formerly~~position ~~Topic 4B~~and results of ~~the~~operations ~~Staff~~of ~~Accounting~~the ~~Bulletins~~Company ~~(“SAB”)~~are determined ~~(“SAB~~using ~~Topic 4B”) issued by~~ the ~~U.S.~~local ~~Securities~~currency, ~~and~~Canadian ~~Exchange~~Dollars ~~Commission~~ (~~the~~ “~~SEC~~CAD”), byas ~~reclassifying~~ the ~~LLC~~functional ~~member’s~~currency. ~~capital~~The ~~account~~results ~~inclusive~~ of ~~capital~~operations denominated ~~contributions~~in offoreign ~~$2,750~~currency ~~and~~are ~~LLC’s~~translated ~~undistributed~~at ~~earnings~~the ~~and~~average ~~losses~~rate of ~~($13)~~exchange asduring ofthe ~~September~~reporting ~~18, 2011 to additional paid-in capital~~period.

Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rates prevailing at the balance sheet date. The ~~accompanying~~results ~~consolidated~~of ~~financial~~operations ~~statements~~are ~~have~~translated ~~been~~from ~~prepared~~CAD asto ifUS Dollar (“USD”) at the ~~Company~~weighted ~~had~~average rate ~~its~~of ~~corporate~~exchange during the reporting period. The registered equity capital ~~structure~~denominated asin the functional currency is translated at the historical rate of exchange at the ~~first~~time ~~date~~of capital contribution. All translation adjustments resulting from the translation of the ~~first~~financial statements into the USD reporting currency are dealt with as a component of accumulated other comprehensive income (loss). Translation adjustments net of tax totaled USD $948,247 for the period ~~presented~~from inception (January 20, 2014) through December 31, 2014 which is recorded in accumulated other comprehensive income on the balance sheet.

~~Note~~As of 2December -31, ~~Significant~~2014, ~~and~~the ~~Critical~~exchange ~~Accounting~~rate ~~Policies~~was ~~and~~CAD ~~Practices~~.8599 per U.S. Dollar. The average exchange rate for the period from inception (January 20, 2014) through December 31, 2014 was CAD .9058.

~~The~~Comprehensive Income Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.(Loss)

~~Basis~~Comprehensive income (loss) is defined as all changes in stockholders' equity (deficit), exclusive of ~~presentation~~transactions with owners, such as capital investments. Income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. The Company had other comprehensive income of USD $948,247 and total comprehensive loss of USD $13,779,100 for the period from inception (January 20, 2014) through December 31, 2014, respectively.

~~The~~Recently Issued ~~accompanying~~Accounting ~~consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).~~Standards

~~Fiscal~~In June ~~Year~~2015, the FASB has issued ASU 2015-~~End~~10, Technical Corrections and Improvements, which makes minor amendments to the FASB Accounting Standards Codification. These amendments are related to differences between the original guidance and the codification and are intended to provide clarification and reference corrections, as well as simplifying and adding minor improvements to the guidance. The amendments to transition guidance are effective for fiscal years beginning after December 15, 2015; all other changes are effective upon issuance of this ASU.

~~The Company elected September 30 as its fiscal year-end date.~~32

FIn April 2015, the FASB issued ASU 2015-703 (ASC Subtopic 835-30), Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this ASU 2015-03 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this new guidance will not have a material impact on the Company’s consolidated financial statements and disclosures

~~Use~~In February 2015, the Financial Accounting Standards Board issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidations Analysis, which changes the guidance for evaluating whether to consolidate certain legal entities. Specifically, the amendments modify the evaluation of ~~Estimates~~whether limited partnerships and ~~Assumptions~~similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and ~~Critical~~related ~~Accounting~~party ~~Estimates~~relationships. The updated guidance is effective for fiscal years, and ~~Assumptions~~interim periods within those fiscal years beginning after December 15, 2015. Early adoption is permitted. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The Company is evaluating the effect that ASU 2015-02 will have on its consolidated financial statements and related disclosures.

~~The~~In January ~~preparation~~2015, the Financial Accounting Standards Board issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items. ASU 2015-01 eliminates the separate presentation of ~~financial~~extraordinary ~~statements~~items inbut ~~conformity~~does ~~with~~not ~~accounting~~change ~~principles~~the ~~generally~~requirement ~~accepted~~to disclose material items that are unusual or infrequent in ~~the~~nature. ~~United~~Eliminating ~~States~~the concept of ~~America~~extraordinary ~~requires~~items ~~management~~will allow the entity to ~~make~~no ~~estimates~~longer have to assess whether a particular event or transaction is both unusual in nature and ~~assumptions~~infrequent ~~that~~in ~~affect~~occurrence. ~~the~~This ~~reported~~should ~~amounts~~save time ofand ~~assets~~reduce costs for the entity and ~~liabilities~~alleviate uncertainty for auditors and ~~disclosure~~regulators. ofThe ~~contingent~~amendments ~~assets~~in this ASU 2015-01 are effective for fiscal years, and ~~liabilities~~interim atperiods ~~the~~within ~~date(s)~~those ofyears, ~~the~~beginning after December 15, 2015. Early adoption is permitted for financial statements ~~and~~that ~~the~~have ~~reported~~not ~~amounts~~been previously issued. The adoption of ~~revenues~~this ~~and~~new ~~expenses~~guidance ~~during~~will ~~the~~not ~~reporting~~have ~~period(~~a material impact on the Company’s) consolidated financial statements and disclosures.

~~Critical~~On June ~~accounting~~10, ~~estimates~~2014, ~~are~~the ~~estimates~~Financial ~~for~~Accounting ~~which~~Standards Board (aFASB) ~~the~~issued ~~nature~~Accounting Standards Update 2014-10, Development Stage Entities (Topic 915): Elimination of ~~the~~Certain ~~estimate~~Financial isReporting ~~material~~Requirements, ~~due~~Including an Amendment to ~~the~~Variable ~~levels~~Interest ofEntities Guidance ~~subjectivity~~in ~~and~~Topic ~~judgment~~810, ~~necessary~~Consolidation (“ASU 2014-10”). ASU 2014-10 eliminates the requirement to ~~account~~present ~~for~~inception-to-date information ~~highly~~about ~~uncertain~~income ~~matters~~statement orline items, cash flows, and equity transactions, and clarifies how entities should disclose the ~~susceptibility~~risks ofand ~~such~~uncertainties ~~matters~~related to ~~change~~their ~~and~~activities. ASU 2014-10 also eliminates an exception provided by development stage entities in Consolidations (bASC Topic 810) for determining whether an entity is a variable interest entity on the ~~impact~~basis of the amount ~~estimate~~of oninvestment ~~financial~~equity ~~condition~~that oris ~~operating~~at ~~performance~~risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014, however, early adoption is ~~material~~permitted. The Company’s adopted ~~critical~~the ~~accounting~~provisions ~~estimates~~of ~~and~~ASU ~~assumptions~~2014-10 ~~affecting~~for this quarterly report on Form 10-Q for the ~~financial~~period ~~statements~~ended ~~were:~~September 30, 2014.

In August 2014, the Financial Accounting Standards Board (i“FASB”) ~~Assumption~~ asissued aAccounting ~~going~~Standards ~~concern:~~Update ~~Management~~(“ASU”) ~~assumes~~2014-15, ~~that~~Presentation of Financial Statements – Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the ~~Company~~entity’s ~~will~~ability to continue as a going concern and, ~~which~~if ~~contemplates~~so, ~~continuity~~disclose ofthat ~~operations,~~fact. ~~realization~~Management ofwill ~~assets~~also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and ~~liquidation~~interim ofperiods ~~liabilities~~within inannual ~~the~~periods ~~normal~~beginning ~~course~~after December 15, 2016. Early adoption is permitted. We do not expect the adoption of ~~business;~~the ASU to have a significant impact on our consolidated financial statements.

~~(ii) Valuation~~In May ~~allowance~~2014, ~~for~~the ~~deferred~~“FASB” ~~tax~~issued ~~assets:~~ASU ~~Management~~2014-09 ~~assumes~~Revenue ~~that~~from ~~the~~Contracts ~~realization~~with ofCustomers, ~~the~~which ~~Company~~will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s ~~net~~core ~~deferred~~principle ~~tax~~is ~~assets~~that ~~resulting~~a ~~from~~company ~~its~~will ~~net~~recognize ~~operating~~revenue ~~loss~~when it ~~(“NOL”)~~transfers ~~carry–forwards~~promised ~~for~~goods ~~Federal~~or ~~income~~services ~~tax~~to ~~purposes~~customers in an amount that ~~may~~reflects the consideration to which the company expects to be ~~offset~~entitled ~~against~~in ~~future~~exchange ~~taxable~~for ~~income~~those ~~was~~goods ~~not~~or ~~considered~~services. ~~more~~We ~~likely~~are ~~than~~carefully ~~not~~evaluating ~~and~~our ~~accordingly~~existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the ~~potential~~transaction ~~tax~~price ~~benefits~~and ofallocating the ~~net~~transaction price ~~loss~~to ~~carry-forwards~~each ~~are~~separate ~~offset~~performance byobligation. We will also establish practices to determine when a ~~full~~performance ~~valuation~~obligation ~~allowance~~has been satisfied, and recognize revenue in accordance with the new requirements. ~~Management~~The ~~made~~new ~~this~~standard ~~assumption~~is ~~based~~effective for us on ~~(a)~~January 1, 2017. Early adoption is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard ~~Company~~is ~~has~~applied ~~incurred~~to ~~recurring~~all ~~losses~~of the periods presented, ~~(b)~~or ~~general~~“modified ~~economic~~retrospective” ~~conditions~~adoption, ~~(d)~~meaning ~~its~~the ~~ability~~standard is applied only to ~~raise~~the ~~additional~~most ~~funds~~current toperiod ~~support~~presented ~~its~~in ~~daily~~the ~~operations~~financial bystatements. ~~way~~We ofare acurrently ~~public~~evaluating orthe ~~private~~transition ~~offering,~~method that ~~among~~will ~~other~~be ~~factors;~~elected.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.33

~~Management~~We have ~~bases~~reviewed ~~its~~all ~~estimates~~recently onissued, ~~historical~~but ~~experience~~not ~~and~~yet oneffective, ~~various~~accounting ~~assumptions~~pronouncements ~~that~~and ~~are~~do ~~believed~~not tobelieve ~~be reasonable in relation to~~ the ~~financial~~future ~~statements~~adoption ~~taken~~of any assuch apronouncements ~~whole~~may ~~under~~be ~~the~~expected ~~circumstances,~~to ~~the~~cause ~~results~~a ofmaterial ~~which~~impact ~~form~~on ~~the~~our ~~basis~~financial ~~for~~condition ~~making~~or ~~judgments about~~ the ~~carrying~~results ~~values~~ of ~~assets~~our ~~and liabilities that are not readily apparent from other sources~~operations.

~~Management~~Off-Balance Sheet regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.Arrangements

~~Actual~~We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results ~~could~~of ~~differ~~operations, ~~from~~liquidity, ~~those~~capital ~~estimates~~expenditures or capital resources and would be considered material to investors.

~~Principles of Consolidation~~Inflation

~~The~~We do ~~Company~~not ~~applies~~believe ~~the~~that ~~guidance~~inflation ofhas ~~Topic 810 ”Consolidation” of~~had ~~the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities~~ in ~~which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with~~ the ~~parent,~~past the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or ~~indirectly,~~will ofhave ~~more~~in ~~than 50 percent of~~ the ~~outstanding~~future ~~voting~~any ~~shares~~significant ofnegative ~~another~~impact ~~entity~~on isour ~~a condition pointing toward consolidation~~operations. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, in which the parent’s power to control exists.

~~The~~Item ~~Company’s~~7A. ~~consolidated subsidiaries~~Quantitative and~~/or~~ ~~entities~~Qualitative ~~are as~~Disclosures ~~follows:~~About Market Risk.

~~F-8~~As we are a smaller reporting company, we are not required to provide the information required by this item.

Name of consolidated subsidiary or entity		State or other jurisdiction of incorporation or organization		Date of incorporation or formation (date of acquisition, if applicable)		Attributable interest
Gold Party Payday, LLC (“LLC”)		State of Kentucky		August 16, 2011		100	%

Item 8.

Consolidated financial statements and supplementary data.

~~The consolidated financial statements include all accounts of the Company as of the reporting period end dates and for the reporting periods then ended.~~34

~~All~~REPORT ~~inter-company~~OF ~~balances~~INDEPENDENT ~~and~~REGISTERED ~~transactions~~PUBLIC ~~have been eliminated.~~ACCOUNTING FIRM

~~Development~~Board ~~Stage~~of ~~Company~~Directors and Stockholders

~~The~~Canadian ~~Company~~Cannabis ~~is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification~~Corp. Although the Company recognized nominal amount of revenues, it is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

~~Fair~~We ~~Value~~have audited the accompanying consolidated balance sheet of ~~Financial~~Canadian ~~Instruments~~Cannabis Corp., as of December 31, 2014, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity (deficiency), and cash flows for the period from January 20, 2014 (inception) through December 31, 2014. These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~The~~We ~~Company~~conducted ~~follows~~our ~~paragraph~~audit ~~825-10-50-10~~in accordance with the standards of the ~~FASB~~Public Company Accounting ~~Standards~~Oversight ~~Codification~~Board ~~for~~(United ~~disclosures~~States ~~about~~of ~~fair~~America). ~~value~~Those ofstandards ~~its~~require ~~financial~~that ~~instruments~~we plan and perform ~~paragraph~~the ~~820-10-35-37~~audit ofto obtain reasonable assurance about whether the ~~FASB~~financial ~~Accounting~~statements ~~Standards~~are ~~Codification~~free ~~(“Paragraph~~of ~~820-10-35-37”)~~material tomisstatement. ~~measure~~The Company ~~the~~is ~~fair~~not ~~value~~required ofto ~~its~~have, ~~financial~~nor ~~instruments.~~were ~~Paragraph~~we ~~820-10-35-37~~engaged ~~establishes~~to aperform, ~~framework~~an ~~for~~audit ~~measuring~~of ~~fair~~its ~~value~~internal incontrol ~~generally~~over ~~accepted~~financial ~~accounting~~reporting. ~~principles~~An audit ~~(GAAP),~~includes ~~and~~consideration ~~expands~~of ~~disclosures~~internal ~~about~~control ~~fair~~over ~~value~~financial ~~measurements.~~reporting Toas ~~increase~~a ~~consistency~~basis ~~and~~for ~~comparability~~designing inaudit ~~fair~~procedures ~~value~~that ~~measurements~~are ~~and~~appropriate in ~~related~~the ~~disclosures~~circumstances, ~~Paragraph~~but ~~820-10-35-37~~not ~~establishes~~for athe ~~fair~~purpose ~~value~~of ~~hierarchy~~expressing ~~which~~an ~~prioritizes~~opinion on the ~~inputs~~effectiveness toof ~~valuation~~the ~~techniques~~Company’s ~~used~~internal tocontrol over ~~measure~~financial ~~fair~~reporting. ~~value~~Accordingly, ~~into~~we ~~three~~express ~~(3)~~no ~~broad~~such ~~levels~~opinion. ~~The~~An ~~fair~~audit ~~value~~includes ~~hierarchy~~examining, ~~gives~~on ~~the~~a ~~highest~~test ~~priority~~basis, toevidence ~~quoted~~supporting the ~~prices~~amounts ~~(unadjusted)~~and disclosures in ~~active~~the ~~markets~~financial ~~for~~statements, ~~identical~~assessing ~~assets~~the oraccounting ~~liabilities~~principles used and ~~the~~significant ~~lowest~~estimates ~~priority~~made by tomanagement, ~~unobservable~~as ~~inputs.~~well ~~The~~as ~~three~~evaluating ~~(3)~~the ~~levels~~overall ofconsolidated ~~fair~~financial ~~value~~statement ~~hierarchy~~presentation. ~~defined~~We bybelieve ~~Paragraph~~that ~~820-10-35-37~~our ~~are~~audit ~~described~~provides a ~~below:~~reasonable basis for our opinion.

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Canadian Cannabis Corp. as of December 31, 2014, and the results of its operations and its cash flows for the period from January 20, 2014 (inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

~~Financial~~The ~~assets~~accompanying ~~are~~consolidated ~~considered~~financial ~~Level~~statements have 3been ~~when~~prepared ~~their~~assuming ~~fair~~that ~~values~~the ~~are~~entity ~~determined~~will ~~using~~continue ~~pricing~~as ~~models~~a going concern. As discussed in Note 1 to the consolidated financial statements, ~~discounted~~the ~~cash~~entity ~~flow~~has ~~methodologies~~suffered orsignificant ~~similar~~losses ~~techniques~~from operations and atnegative ~~least~~cash ~~one~~from operations. As discussed in Note 5 to the consolidated financial statements, the entity has also incurred a significant ~~model~~impairment ~~assumption~~charge orrelated ~~input~~to isinvestments and ~~unobservable~~loans. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Hartley ~~fair~~Moore ~~value~~Accountancy ~~hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs~~Corp. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

~~The carrying amounts of the Company’s financial assets and liabilities~~Irvine, ~~such as cash, prepaid expenses and accounts payable, approximate their fair values because of the short maturity of these instruments.~~CA

October ~~Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis~~1, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.2015

F-91

~~Fair~~Canadian Cannabis ~~Value~~Corp. ofand ~~Non-Financial Assets or Liabilities Measured on a Recurring Basis~~Subsidiaries

~~The~~Consolidated Balance Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts.Sheet

Cash Equivalents

	December 31,
	2014
ASSETS
Current Assets
Cash	$	17,813
Accounts receivable		45,845
Prepaid expenses		201,677
Total Current Assets		265,335

Other Assets
Notes receivable-Growlite, net of impairment of $2,579,700 (Note 5)		-
Notes receivable from related parties		33,480
Notes receivable from stockholders, net of impairment of $137,695 (Note 5)		-
Investment in Growlite, net of impairment of $859,900 (Note 5)		-
Buildings and equipment, net		14,737,960
Total Other Assets		14,771,440
Total Assets	$	15,036,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,384,458
Accrued stock payable		209,992
Mortgage payable		8,083,060
Notes payable to stockholders, net of discount		1,951,918
Total Current Liabilities		11,629,428
Total Liabilities		11,629,428

Commitments and Contingencies (Note 6)

Canadian Cannabis Stockholders’ Equity
Preferred stock, $0.000001 par value; 5,000,000 shares authorized; None issued and outstanding issued and outstanding		-
Common stock, $0.000001 par value; 95,000,000 shares authorized; 29,703,832 issued and outstanding		30
Additional paid-in-capital		17,186,417
Accumulated other comprehensive income		948,247
Accumulated deficit		(14,379,305	)
Total Canadian Cannabis Corp. Stockholders’ Equity		3,755,389
Non-controlling interest in consolidated variable interest entity		(348,042	)
Total Shareholders’ Equity		3,407,347
Total Liabilities and Stockholders’ Equity	$	15,036,775

~~The~~See accompanying ~~Company~~notes ~~considers~~to ~~all highly liquid investments with maturities of three months or less at~~ the ~~time~~consolidated offinancial ~~purchase to be cash equivalents~~statements.

~~Inventory and Cost of Goods Sold~~F-2

~~Inventory~~Canadian Cannabis ~~Valuation~~Corp. and Subsidiaries,

~~The~~Consolidated Statement ~~Company values inventory, consisting~~ of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, and (iii) competitive pricing pressures.Operations

~~Inventory~~For the ~~Obsolescence~~Period ~~and~~from ~~Markdowns~~Inception (January 20, 2014) through December 31, 2014

The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations.

	Inception
	(January 20, 2104)
	Through
	December 31, 2014
REVENUE
Rental income		292,843

OPERATING EXPENSES
Consulting fees	$	2,916,866
Professional fees		4,768,168
General and administrative		3,154,585
Total Operating Expenses		10,839,619

Loss from operations		(10,546,776	)

OTHER INCOME (EXPENSE)
Interest expense		(473,032	)
Interest income		1,238
Loss on impairment of asset		(3,577,295	)
Foreign currency gain (loss), net		(131,482	)
Total Other Income (Expense)		(4,180,571	)
Net loss applicable to common stockholders before allocation to non-controlling interest		(14,727,347	)
Net loss attributable to non-controlling interest for consolidated variable interest entity		(348,042	)
Net loss applicable to Canadian Cannabis Corp. common stockholders	$	(14,379,305	)

Loss per share – Basic and Diluted	$	(0.58	)
Weighted Average Number of Shares Outstanding – Basic and Diluted		24,717,445

~~There~~See accompanying ~~was~~notes noto ~~inventory~~the ~~obsolescence~~consolidated atfinancial ~~September 30, 2013 or 2012~~statements.

~~Related Parties~~F-3

~~The~~Canadian Cannabis ~~Company~~Corp. ~~follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties~~ and ~~disclosure of related party transactions.~~Subsidiaries

~~Pursuant~~Consolidated Statement ~~to Section 850-10-20 the related parties include a. affiliates~~ of ~~the~~Comprehensive Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.Loss

~~The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in~~ For the ~~ordinary~~Period ~~course~~from ofInception ~~business.~~(January ~~However~~20, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s2014) ~~involved~~through ~~b. description~~December ~~of the transactions~~31, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.2014

F-10

	Inception (January 20, 2014) through December 31, 2014

NET LOSS	$	(14,727,347	)
Foreign currency translation gain		948,247
TOTAL COMPREHENSIVE LOSS	$	(13,779,100	)

~~Commitment~~See accompanying ~~and~~notes ~~Contingencies~~to the consolidated financial statements.

~~The Company follows subtopic 450~~F-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.4

IfCanadian Cannabis the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statementsCorp. ~~If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,~~ and ~~an estimate of the range of possible losses, if determinable and material, would be disclosed.~~Subsidiaries

~~Loss~~Consolidated Statement contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of ~~operations~~Shareholders ~~or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.~~Equity

~~Revenue~~For the ~~Recognition~~Period from Inception (January 20, 2014) Through December 31, 2014

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

								Accumulated
					Additional			other								Total
	Common Stock				Paid-in			Comprehensive		Non-controlling			Accumulated			Stockholders’
	Shares		Amount		Capital			Loss		Interest			Deficit			Equity
Balance at January 1, 2014		-	$	-	$	-		$	-	$	-		$	-		$	-

Recapitalization in reverse merger transaction (Note 1)		6,500,325		6		(6	)										-

Common stock issued for cash		19,923,935		20		9,114,854											9,114,874
Common stock issued on conversion of notes payable		416,667		1		1,249,999											1,250,000
Common stock issued in exchange for services		2,012,905		2		5,108,775											5,108,777
Contributed services		-		-		289,856											289,856
Shares issued in connection with notes payable		100,000		-		189,698											189,698
Common stock issued to employees		750,000		1		847,499											847,500
Amortization of compensation related to issuance of stock options		-		-		385,742											385,742
Other comprehensive income
Foreign currency translation gain									948,247								948,247
Net loss applicable to Canadian Cannabis Corp.														(14,379,305	)		(14,379,305	)
Non-controlling interest for consolidated variable interest entity											(348,042	)					(348,042	)
Balance at December 31, 2014		29,703,832		30		17,186,417			948,247		(348,042	)		(14,379,305	)		3,407,347

~~The~~See accompanying ~~Company~~notes derives its revenues from sales with refineries, of gold purchased from individuals at parties, with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; the sales price to the ~~customer~~consolidated isfinancial ~~fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive.~~statements

~~The Company follows Section 605~~F-45-45 (formerly EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition for this revenue stream by reporting revenue net since the Company (i) does not acts as principal in the transaction, (ii) takes no title to the products, (iii) has no risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (iv) does act as an agent or broker (including performing services, in substance, as an agent or broker) with compensation on a commission or fee basis on its sales. The management of the Company determined that the Company should report revenue based on the net amount billed to a customer when considering each of the following eight (8) indicators of gross revenue reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) The entity is not the primary obligor in the arrangement; (2) The entity has no general inventory risk (before customer order is placed or upon customer return); (3) The entity has no latitude in establishing price; (4) The entity does not change the product or performs part of the service; (5) The entity has discretion in supplier selection — The Company has multiple suppliers for the products ordered by a customer and discretion to select the supplier that will provide the product(s) or service(s) ordered by a customer; (6) The entity is not involved in the determination of product or service specifications — The Company does not determine the nature, type, characteristics, or specifications of the product(s) or service(s) ordered by the customer; (7) The entity has no physical loss inventory risk of purchased inventories after customer order; and (8) The entity has no credit risk.

~~F-11~~Canadian Cannabis Corp. and Subsidiaries

~~Income~~Consolidated Statement ~~Tax~~of ~~Provision~~Cash Flows

~~The~~For the ~~Company~~Period ~~was~~from aInception ~~single~~(January ~~member LLC~~20, ~~until~~2014) ~~September~~Through ~~19,~~December ~~2011 during which time the Company was treated as a disregarded entity for income tax purposes. The operating results prior to September 19~~31, ~~2011 of LLC were included in the income tax return of the Company’s founder.~~2014

Effective September 19, 2011, the Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

	Inception
	(January 20, 2014)
	Through
	December 31, 2014
Cash flows from operating activities:
Net loss including non-controlling interests		(14,727,347	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		21,982
Loss on impairment of notes receivables and investment (note 5)		3,577,295
Stock issued for services		5,108,777
Stock issued to employees		847,500
Value of contributed services		289,856
Amortization of debt discount		86,880
Amortization of compensation for stock options		385,742
Change in operating assets and liabilities:
Prepaid expenses		(201,677	)
Accounts receivable		(45,845	)
Accounts payable, accrued liabilities, and accrued stock payable		1,584,742
Net cash (used in) operating activities		(3,072,095	)

Cash flows from investing activities:
Investment in Growlite		(859,900	)
Loan to Growlite		(2,579,700	)
Investment in building, equipment and construction in progress		(4,372,302	)
Loan to related parties		(33,480	)
Net cash (used in) investing activities		(7,845,382	)

Cash flows from financing activities:
Proceeds from sale of common stock		9,114,854
Proceeds from notes payable to shareholders		3,700,111
Repayment of notes payable to shareholders		(1,748,193	)
Net cash provided by financing activities		11,066,772
Effect of exchange on cash and cash equivalents		(131,482	)
Change in cash and cash equivalents		17,813

Cash and cash equivalents at beginning of period	$	-
Cash and cash equivalents at end of period	$	17,813

Supplemental disclosure of cash flow information:
Interest paid	$	143,339

Noncash investing and financing activities:
Portion of property paid through shareholder loans	$	905,800
Mortgage payable obtained to purchase building	$	8,514,520
Conversion of notes payable into common stock	$	1,209,575
Issuance of shares in connection with notes payable recorded as debt discount	$	189,698
Accrual of remediation cost to construction in progress	$	226,450

~~The~~See accompanying ~~Company~~notes ~~adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected~~ to ~~be claimed on a tax return should be recorded in~~ the ~~financial~~consolidated statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements ~~from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement~~. ~~Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.~~

~~The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry~~F-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.6

Canadian Cannabis ~~Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability~~Corp. ~~In addition, the Company operates within multiple taxing jurisdictions~~ and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.Subsidiaries

Notes to ~~Uncertain~~Consolidated ~~Tax~~Financial ~~Positions~~Statements

For The ~~Company~~Period ~~did~~from ~~not~~Inception ~~take~~January ~~any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30~~20, ~~2013~~2014 ~~or 2012.~~Through

~~Net~~December 31, ~~Income (Loss) per Common Share~~2014.

~~Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification~~1. ~~Basic~~NATURE ~~net~~OF income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangementsOPERATIONS, ~~stock~~HISTORY ~~options~~AND ~~and warrants.~~PRESENTATION

~~There~~Nature of ~~were no potentially dilutive common shares outstanding for the fiscal year ended September 30, 2013 or 2012.~~Operations

~~F-12~~Canadian Cannabis Corp. (“CCC”, “the Company” “we” or “us”) was originally incorporated on September 19, 2011 under the laws of the State of Delaware as Gold Party Payday, Inc. At that time, the Company’s business operations consisted of organizing events and parties in which guests bring their unwanted jewelry, scrap gold and silver, coins and other gold and silver items to sell to the Company at a discount, after which the Company resold the items to refineries.

~~Cash~~Canada Cannabis ~~Flows~~Corp. ~~Reporting~~was incorporated in the Province of Ontario, Canada on January 20, 2014. Canada Cannabis Corp. is planning to cultivate and distribute medical marijuana in Canada under regulations established by Health Canada, under a new Commercial Production License. Canada Cannabis Corp.’s planned business is to cultivate Cannabis for medical marijuana purposes and distribute directly to patients throughout Canada and export to international markets, where an existing framework and legislation exists for medical marijuana.

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.Reverse Merger

~~Subsequent~~On May ~~Events~~21, 2014, the Company consummated a merger agreement (the “Merger Agreement”) with 2418146 Ontario Inc., an Ontario (Canada) corporation (“GPAY Sub”), which is our wholly-owned subsidiary formed for purposes of consummating the Merger Agreement, and Canada Cannabis Corp. Pursuant to the terms of the Merger Agreement, Canada Cannabis Corp. and GPAY Sub executed and filed Articles of Amalgamation pursuant to the Ontario Business Corporations Act to consummate the amalgamation. Pursuant to the terms of the Merger Agreement, the company resulting from the amalgamation (“CCC-Sub”) is a wholly-owned subsidiary of the Company and retains the Canada Cannabis Corp. name and business, and each of the predecessor companies ceased. Pursuant to the Merger Agreement, the Company agreed to exchange the outstanding common stock of Canada Cannabis Corp. held by its Shareholders for shares of common stock of the Company on a 1:19.5 basis. At the closing of the Merger Agreement, there were approximately 19,822,635 shares of Canada Cannabis Corp. common stock outstanding, which were exchanged for 1,016,503 new shares of the Company’s common stock, par value of $0.000001 per share. At the closing of the agreement, Gold Party Payday, Inc. had 333,350 shares of common stock issued outstanding and no preferred stock. After the effects of the merger transaction as discussed, there were 1,349,853 shares of common stock outstanding.

~~The~~Also on May 21, 2014 (the “Closing Date”), the Company ~~follows~~closed a business transfer and indemnity agreement (the ~~guidance~~“Transfer Agreement”) inwith ~~Section~~Tatum ~~855-10-50~~L. Morita, who was our President, CEO, CFO, a director of the ~~FASB~~Company ~~Accounting~~and ~~Standards~~our ~~Codification~~majority ~~for~~shareholder (holding 4,000,000 of 4,333,350 shares of our common stock immediately prior to the ~~disclosure~~closing). Pursuant to the terms of ~~subsequent~~the ~~events~~Transfer Agreement, Ms. ~~The~~Morita (i) returned to the Company ~~will~~4,000,000 ~~evaluate~~shares ~~subsequent~~of ~~events~~the ~~through~~Company’s common stock, (ii) agreed that outstanding loans made by Ms. Morita to the ~~date~~Company ~~when~~in the ~~financial~~ ~~statements~~aggregate ~~were~~amount ~~issued.~~of ~~Pursuant~~USD $7,100 are satisfied and paid in full, and (iii) agreed to ~~ASU~~indemnify ~~2010~~and hold harmless the Company and CCC-09Sub with respect to all liabilities of the ~~FASB~~Company ~~Accounting~~in ~~Standards~~existence, ~~Codification~~arising during, or relating to the period prior to the Closing Date. Pursuant to the terms of the Transfer Agreement, the Company (i) transferred to Ms. Morita the assets of the Company business, as anin ~~SEC~~existence ~~filer~~prior ~~considers~~to ~~its~~the ~~financial~~Closing ~~statements~~Date, ~~issued~~(ii) ~~when~~paid ~~they~~cash ~~are~~consideration ~~widely~~to ~~distributed~~Ms. Morita in the amount of USD $361,650, and (iii) agreed to, ~~users~~jointly and severally with CCC-Sub, ~~such~~indemnify asand ~~through~~hold ~~filing~~harmless ~~them~~Ms. Morita onwith ~~EDGAR~~respect to all liabilities of the Company incurred after the Closing Date.

~~Recently~~As ~~Issued~~a ~~Accounting~~result ~~Pronouncements~~of the transactions effected by the Merger Agreement and the Transfer Agreement, (i) the former business of Canada Cannabis Corp. is now the sole business of the Company’s wholly-owned subsidiary of the same name, CCC-Sub, (ii) the Company’s sole business is now to invest in and support the business of its subsidiary, CCC-Sub, and (iii) there was a change of control whereby the former shareholders of Canada Cannabis Corp. obtained a controlling 75% ownership interest in the Company as of the date of the Merger Agreement. The merger completed is being accounted for as a reverse merger and recapitalization in which Canada Cannabis Corp. is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior the merger will be those of Canada Cannabis Corp. and will be recorded at the historical cost basis of Canada Cannabis Corp., and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of the Company and Canada Cannabis Corp., and the operations of the combined Company from the closing date of the merger. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. The Company has retroactively restated the common shares outstanding and weighted average shares outstanding pursuant to 1) the reverse merger share exchange ratio of 1:19.5 and 2) the subsequent special share dividend of 19.5:1. On October 3, 2014 the Company’s common shares had a special share dividend of 19.5:1 for all shareholders of record on that date and the Company has reflected that split in the current share count.

~~In January 2013, the FASB issued ASU No. 2013~~F-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. This ASU clarifies that the scope of ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.7

InGoing Concern ~~February~~and ~~2013,~~Basis ~~the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting~~ of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.Presentation

InThe accompanying ~~February~~financial ~~2013,~~statements have been prepared in accordance with generally accepted accounting principles in the ~~Financial~~United States ~~Accounting~~of ~~Standards~~America ~~Board,~~(“U.S. orGAAP”) ~~FASB~~applicable to a going concern, ~~issued~~which ~~ASU~~contemplates Nothe realization of assets and the satisfaction of liabilities in the normal course of business. ~~2013-04~~The Company incurred a net loss of USD $14,727,347 ~~“Liabilities~~for the period from inception (~~Topic~~January ~~405~~20, 2014): ~~Obligations~~through ~~Resulting~~December ~~from~~31, ~~Joint~~2014. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and ~~Several~~allow ~~Liability~~it ~~Arrangements~~to ~~for~~continue ~~which~~as ~~the~~a ~~Total~~going ~~Amount~~concern. The continuation of the ~~Obligation~~Company Isas ~~Fixed~~a atgoing concern is dependent upon the ~~Reporting~~continued ~~Date.”~~financial ~~This~~support ~~ASU~~from ~~addresses~~its shareholders, the ~~recognition,~~ability ~~measurement~~of the Company to obtain necessary financing to continue operations, and ~~disclosure~~the attainment of ~~certain~~profitable ~~obligations~~operations. ~~resulting~~The ~~from~~Company ~~joint~~has ~~and~~total ~~several~~stockholders’ ~~arrangements~~equity of ~~including~~USD ~~debt arrangements~~$3,407,055. ~~other~~The ~~contractual~~accompanying ~~obligations,~~consolidated financial statements do not include any adjustments to reflect the recoverability and ~~settled~~classification ~~litigation~~of recorded asset amounts and ~~judicial~~classification ~~rulings~~of liabilities that might be necessary should the Company be unable to continue as a going concern. The ~~ASU~~Company is ~~effective~~hopeful ~~for~~that ~~public~~it ~~entities~~will ~~for~~continue ~~fiscal~~to ~~years,~~raise ~~and~~capital ~~interim~~to ~~periods~~continue ~~within~~to ~~those~~execute ~~years,~~its ~~beginning~~plan of ~~after~~becoming ~~December~~a 15major Company in the Medical Marijuana market in Canada, ~~2013~~but there is no assurance that this can be achieved.

~~In March 2013, the FASB issued ASU No~~2. ~~2013-05,~~SUMMARY ~~“Foreign~~OF ~~Currency~~SIGNIFICANT ~~Matters~~ACCOUNTING (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.POLICIES

~~F-13~~The financial statements include the results of the Company from inception on January 20, 2014 through December 31, 2014. This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

InVariable Interest March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities ~~should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.~~

~~Management~~A variable ~~does~~interest ~~not~~entity ~~believe~~(“VIE”) is an entity that ~~any~~either ~~other~~(i) ~~recently~~has ~~issued,~~insufficient ~~but~~equity ~~not~~to ~~yet~~permit ~~effective~~the ~~accounting~~entity ~~pronouncements,~~to iffinance its ~~adopted~~activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. The Company performs ongoing reassessments of whether it is the primary beneficiary of a VIE, ~~would~~which includes consideration of whether the Company has acquired or divested the power to direct the most significant activities of the VIE through changes in governing documents or other circumstances. The Company also reconsiders whether entities previously determined not to be VIEs have abecome ~~material~~VIEs, ~~effect~~based on certain events, and therefore are subject to the ~~accompanying~~VIE ~~financial~~consolidation ~~statements~~framework.

The Company has assessed its investment in Growlite Canada (see Note 35) –and ~~Going~~its ~~Concern~~relationship with 2264793 Ontario Inc. (see Note 11) with regard to whether it is the primary beneficiary of these entities. The Company believes it is not the primary beneficiary of Growlite Canada, as Silvio Serrano is the primary beneficiary of Growlite as he meets the power criterion by making all of the ongoing operating decisions for the company, is in control of the bank account and is responsible for driving the company’s sales and marketing strategy. Mr. Serrano also meets the losses/benefits criterion by having both the right to receive benefits and the obligation to absorb losses through his 55% ownership of the company. Given these facts CCC accounts for its Growlite though the equity method of accounting and does not consolidate Growlite in its financial statements. The Company was not able to obtain reliable financial information from Growlite and has now made the determination to write off all loans, receivables and investment. As such, no Growlite financial information is presented.

The Company ~~consolidated~~believes ~~financial~~that ~~statements~~it ~~have~~is ~~been~~in ~~prepared~~fact ~~assuming~~the ~~that~~primary beneficiary of 2264793 Ontario, Inc. and accordingly, consolidates the ~~Company~~entity in ~~will~~its ~~continue~~Consolidated asFinancial aStatements. ~~going~~See ~~concern,~~“Principles ~~which~~of ~~contemplates~~Consolidation”. ~~continuity~~It is owned by several of ~~operations~~our directors, officers, ~~realization~~and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil. 2264793 Ontario Inc. is managed for the benefit of ~~assets~~the CCC shareholders by CCC officers, directors and ~~liquidation~~employees who make all of ~~liabilities~~decisions relating to the building and the financing thereof. CCC has invested in the ~~normal~~building ~~course~~and ofpays ~~business~~the bills, loans and mortgage associated with the building, it has the rights to receive the benefits and will absorb any losses and as such is considered to be a VIE and is consolidated in these Financial Statements. The Summary Balance Sheet and Income Statement information for 2264793 Ontario Inc. which is included in the accompanying Consolidated Financial Statements is as follows.

As reflected in the consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2013, a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.F-8

~~While~~2264793 Ontario ~~the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations~~Inc. ~~Management~~Balance intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds, further implement its business plan and generate sufficient revenues.Sheet

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

	December 31,
	2014
ASSETS
Current Assets
Cash	$	16,354
Total Current Assets		16,354

Other Assets
Shareholder notes		32,676
Buildings and equipment, net		12,465,507
Total Other Assets		12,498,183
Total Assets	$	12,514,537

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued liabilities	$	223,961
Inter-company loans (eliminated in consolidation)		4,494,946
Customer Deposits		42,975
Mortgage		8,083,060
Total Liabilities		12,844,942

Commitments and Contingencies

Stockholders’ Equity
Common stock		1
Accumulated other comprehensive income		17,636
Accumulated deficit		(348,042	)
Total Stockholders’ Equity (Deficit)		(330,405	)
Total Liabilities and Stockholders’ Equity	$	12,514,537

~~Note 4 – Stockholder’s Equity (Deficit)~~F-9

~~Shares~~2264793 Ontario ~~Authorized~~Inc. Income Statement

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares of which Five Million (5,000,000) shares shall be Preferred Stock, par value $0.000001 per share, and Ninety Five Million (95,000,000) shares shall be Common Stock, par value $0.000001 per share.

	Inception
	(January 20, 2014)
	Through
	December 31, 2014
REVENUE
Rental income	$	136,618

OPERATING EXPENSES
General and administrative		139,358
Total Operating Expenses		139,358

Loss from operations		(2,740	)

OTHER EXPENSE
Interest expense		(345,302	)
Total Other Expense		(345,302	)
Net loss attributable to non-controlling interest for consolidated variable interest entity	$	(348,042	)

~~Common~~Principles of ~~Stock~~Consolidation

OnThe accompanying ~~September~~consolidated ~~19,~~financial ~~2011,~~statements ~~upon~~include ~~formation,~~Canadian ~~the~~Cannabis ~~Company~~Corp. ~~issued an aggregate of 4~~(formerly,~~000,000~~ ~~shares of the newly formed corporation’s common stock to the member of the LLC for all of the outstanding membership units of~~ Gold Party Payday, ~~LLC~~Inc.) Noand ~~value~~Canada Cannabis ~~was given to the stock issued by the newly formed corporation~~Corp. ~~Therefore~~, ~~the~~our ~~shares~~wholly-owned ~~were~~subsidiary. ~~recorded~~All tosignificant ~~reflect~~intercompany ~~the~~balances ~~$.000001~~and ~~par~~transactions ~~value~~have ~~and~~been ~~paid~~eliminated in ~~capital was recorded as a negative amount of ($4)~~consolidation.

FThe Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined. In accordance with ASC 810-1410-25, the Company believes that it meets the definition of the primary beneficiary for 2264793 Ontario Inc. and consolidates the entity in its Consolidated Financial Statements. The equity of the consolidated VIE has been segregated and disclosed as non-controlling interest. See “Variable Interest Entities”

From October through December 2012, the Company issued an aggregate of 333,350 shares of the common stock to 28 individual investors at $0.12 per share for a total cash consideration of $40,002. Foreign currency transaction loss associated with this issuance was $488, leaving the Company with $39,514 of net proceeds.Accounting Method

~~Capital~~The Company’s ~~Contribution~~consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

OnUse ~~September 19, 2011, as part~~ of the recapitalization, the Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB Topic 4B”) issued by the U.S. Securities and Exchange Commission (the “SEC”), by reclassifying the LLC member’s capital account inclusive of capital contributions of $2,750 and LLC’s undistributed earnings and losses of ($13) as of September 18, 2011 to additional paid-in capital. Estimates

~~$28,281~~The preparation of ~~operating~~consolidated ~~expenses~~financial ~~was~~statements ~~paid~~in onconformity ~~behalf~~with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bybases its ~~stockholder~~estimates and assumptions on current facts, historical experience and ~~recorded~~various asother afactors ~~capital~~that ~~contribution~~it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the ~~fiscal~~carrying ~~year~~values ~~ended~~of ~~September~~assets 30and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates include assumptions for the Company’s valuation of stock compensation, ~~2012~~warrants, options and the valuation of Growlite. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Note 5 – Related Party Transactions~~F-10

~~Free~~Property and ~~Office Space~~Equipment

~~The~~Building and ~~Company~~land ~~has~~are ~~been~~stated ~~provided~~at ~~office~~cost ~~space~~less byaccumulated ~~its Chief Executive Officer at no cost~~depreciation. ~~The~~Depreciation ~~management~~is ~~determined~~computed ~~that~~by ~~such~~the ~~cost~~straight-line ismethod ~~nominal~~over ~~and~~the ~~did~~estimated useful ~~not~~lives ~~recognize~~of the ~~rent~~relevant ~~expense~~asset, ingenerally ~~its~~20 ~~financial statement~~years.

Cash and ~~Advances~~cash ~~from Stockholder~~equivalents

~~For~~The Company ~~the~~considers ~~year~~all ~~ended~~highly ~~September~~liquid ~~30,~~investments ~~2013,~~with ~~the~~an original maturity of three months or less as cash equivalents. The Company’s holds ~~chief~~cash ~~executive~~balances ~~officer~~in both U.S. Dollars (USD) and ~~significant~~Canadian ~~stockholder~~Dollars ~~advanced~~(CAD) and places its cash equivalents with high credit quality financial institutions. All amounts in as deposits are insured up to CAD $7,100,000 toby the ~~Company~~Canadian ~~for~~Deposit ~~working~~and ~~capital~~Insurance Corporation (CDIC), with Bank of Montreal (BMO) as a Member Institution. ~~These~~ ~~advances~~As ~~are~~of ~~non-interest~~December ~~bearing~~31, ~~and~~2014 ~~payable~~the onCompany’s ~~demand~~cash balances held at Canadian banks was approximately CAD $20,716(USD $17,813).

~~Note 6 – Income Tax Provision~~Prepaid expenses

Prepaid expenses ~~Deferred~~were ~~tax~~CAD ~~assets~~$234,535, (USD $201,677) as of December 31, 2014. The prepaid expenses primarily reflect insurance premiums that are being amortized over the life of the insurance policies.

~~At September 30, 2013, the Company had net operating loss (“NOL”) carry–forwards for Federal income~~ Income tax purposes of $74,116 that may be offset against future taxable income through 2033. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $25,199 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $25,199.

~~Deferred~~The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets ~~consist~~are ~~primarily~~recognized offor ~~the~~deductible ~~tax~~temporary ~~effect~~differences ofand ~~NOL~~operating loss carry- forwards~~. The~~ ~~Company~~and ~~has~~deferred ~~provided~~tax aliabilities are ~~full~~recognized ~~valuation~~for ~~allowance~~taxable ontemporary differences. Temporary differences are the ~~deferred~~differences ~~tax~~between ~~assets~~the ~~because~~reported amounts of ~~the~~assets and ~~uncertainty~~liabilities ~~regarding~~and ~~its~~their ~~realization~~tax bases. ~~The~~ Deferred tax assets are reduced by a valuation allowance ~~increased~~when, ~~approximately~~in ~~$15~~the opinion of management,~~291~~ it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and ~~$9,770~~liabilities are adjusted for the ~~fiscal~~effects ~~year~~of ~~ended~~changes ~~September~~in ~~30,~~tax ~~2013~~laws and ~~2012,~~rates ~~respectively~~on the date of enactment.

~~Components~~The Company follows the provisions of ~~deferred~~ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax ~~assets~~returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as ~~follows:~~the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

	September 30, 2013		September 30, 2012
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards		25,199		9,908
Less valuation allowance		(25,199)		(9,908)
Deferred tax assets, net of valuation allowance	$	-	$	-

Fair Value Measurements

~~F-15~~ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level–1 ~~Income~~- ~~tax~~Quoted ~~provision~~prices are available in active markets for identical assets or liabilities as of the ~~statements~~reported date. The types of ~~operations~~assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

~~A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:~~F-11

	For the Fiscal Year Ended September 30, 2013		For the Fiscal Year Ended September 30, 2012
Federal statutory income tax rate	34.0	%	34.0	%
Change in valuation allowance on net operating loss carry-forwards	(34.0)		(34.0)
Effective income tax rate	0.0	%	0.0	%

Level–2 - Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

~~Note~~Level–3 - 7Significant –inputs ~~Subsequent~~to ~~Events~~pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

~~The~~Our financial ~~Company~~instruments ~~has~~consist ~~evaluated~~of ~~all~~cash, ~~events~~accounts ~~that~~payables, ~~occur~~notes ~~after~~receivable, ~~the~~notes ~~balance~~payable ~~sheet~~and ~~date~~accrued ~~through~~expenses. ~~the~~The ~~date~~carrying ~~when~~values of ~~the~~cash, ~~financial~~accounts ~~statements~~payables, ~~were~~notes ~~issued~~receivable, tonotes ~~determine~~payable ifand ~~they~~accrued ~~must~~expenses beapproximate ~~reported.~~their ~~The~~fair ~~Management~~value ofdue ~~the Company determined that there were no reportable subsequent events~~ to betheir ~~disclosed~~short maturities.

FLong-16Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Through December 31, 2014, the Company recorded an impairment loss on its long-lived assets relating to its investment, loan and receivable from Growlite in the amount of $3,577,295. See Note 5. There can be no assurances of demand for the Company’s products or services, which could result in a further impairment of long-lived assets in the future.

Imputed Interest on Related Party Non Interest Bearing Debt

In accordance with ASC Subtopic 835-30, the Company expenses imputed interest on all related party non-interest bearing debt. The imputed interest on each note is calculated by determining the difference between the face value of the note and the present value of the note which is derived by using a discount rate equal to prevailing interest rates on similar debt issued. The imputed interest amount is amortized and expensed over the term of each note.

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. (See note 13). When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

Stock-Based Compensation

FASB ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, but primarily focuses on transactions whereby an entity obtains employee services for share-based payments. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718.

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Revenue recognition

Revenue is expected to be recognized on an accrual basis as earned under contract terms. Revenue from real estate properties is recognized during the period in which the premises are occupied and rent is due from tenants. Rental revenue is recognized on a straight-line basis over the term of the lease

Advertising costs

Advertising costs are expensed as incurred. No advertising costs were incurred during the period from inception (January 20, 2014) through December 31, 2014.

Foreign Currency Transactions and Translation

The Company’s principal country of operations is Canada. The financial position and results of operations of the Company are determined using the local currency, Canadian Dollars (“CAD”) as the functional currency. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period.

Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rates prevailing at the balance sheet date. The results of operations are translated from CAD to US Dollar (“USD”) at the weighted average rate of exchange during the reporting period. The registered equity capital denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. All translation adjustments resulting from the translation of the financial statements into the USD reporting currency are dealt with as a component of accumulated other comprehensive income (loss). Translation adjustments net of tax totaled USD $948,247 for the period from inception (January 20, 2014) through December 31, 2014, which is recorded in accumulated other comprehensive income on the balance sheet.

As of December 31, 2014, the exchange rate was CAD .8599 per U.S. Dollar. The average exchange rate for the period from inception (January 20, 2014) through December 31, 2014 was CAD .9058.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. The Company had other comprehensive income of USD $948,247 and total comprehensive loss of USD $13,779,100 for the period from inception (January 20, 2014) through December 31, 2014, respectively.

Loss per share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the period from inception (January 20, 2014) through December 31, 2014, there were 300,000 options and 400,000 warrants outstanding, but due to the Net loss, no potentially dilutive common shares are calculated as outstanding during the period.

F-13

Business Segments

The Company expects to operate two reportable business segments - a planned Medical Marijuana Cultivation business and a planned Horticultural Lighting Business.

Recently Issued Accounting Standards

In June 2015, the FASB has issued ASU 2015-10, Technical Corrections and Improvements, which makes minor amendments to the FASB Accounting Standards Codification. These amendments are related to differences between the original guidance and the codification and are intended to provide clarification and reference corrections, as well as simplifying and adding minor improvements to the guidance. The amendments to transition guidance are effective for fiscal years beginning after December 15, 2015; all other changes are effective upon issuance of this ASU.

In April 2015, the FASB issued ASU 2015-03 (ASC Subtopic 835-30), Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this ASU 2015-03 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this new guidance will not have a material impact on the Company's consolidated financial statements and disclosures.

In February 2015, the Financial Accounting Standards Board issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidations Analysis, which changes the guidance for evaluating whether to consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The updated guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is permitted. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The Company is evaluating the effect that ASU 2015-02 will have on its consolidated financial statements and related disclosures.

In January 2015, the Financial Accounting Standards Board issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items. ASU 2015-01 eliminates the separate presentation of extraordinary items but does not change the requirement to disclose material items that are unusual or infrequent in nature. Eliminating the concept of extraordinary items will allow the entity to no longer have to assess whether a particular event or transaction is both unusual in nature and infrequent in occurrence. This should save time and reduce costs for the entity and alleviate uncertainty for auditors and regulators. The amendments in this ASU 2015-01 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this new guidance will not have a material impact on the Company's consolidated financial statements and disclosures.

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided by development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 for this quarterly report on Form 10-Q for the period ended September 30, 2014.

F-14

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.

In May 2014, the “FASB” issued ASU 2014-09 Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are carefully evaluating our existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The effects may include identifying performance obligations in existing arrangements, determining the transaction price and allocating the transaction price to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied, and recognize revenue in accordance with the new requirements. The new standard is effective for us on January 1, 2017. Early adoption is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. We are currently evaluating the transition method that will be elected.

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

3.	BUSINESS FORMATION

On January 20, 2014, Canada Cannabis Corp. was formed and the following appointments were made:

●	Benjamin Ward was appointed as a director and the Principal Executive and Financial Officer of Canada Cannabis Corp.;

●	John Esteireiro was appointed Chief Operating Officer of Canada Cannabis Corp.; and,

●	Peter Strang was appointed as a director of Canada Cannabis Corp.

In connection with the merger of Canada Cannabis Corp. with the Company as effected by the Merger Agreement (see Note 1), the following changes in management occurred:

●	Tatum Morita, a former officer and director of the Company resigned her positions as the Company’s President, CEO and CFO effective May 20, 2014, and resigned her position as a director of the Company effective June 10, 2014;

●	Richard J. Hitt, the former Secretary and director of the Company resigned his positions effective May 20, 2014;

●	Benjamin Ward was appointed as a director and the President and CEO of the Company effective May 20, 2014;

●	John Esteireiro was appointed as the COO of the Company effective May 20, 2014, and was appointed as a director of the Company effective June 10, 2014;

●	Peter Strang was appointed as a Vice-President of the Company effective May 20, 2014, and was appointed as a director of the Company effective June 10, 2014;

F-15

●	Silvio Serrano was appointed as a Vice-President of the Company effective May 20, 2014, and was appointed as a director of the Company effective June 10, 2014 and resigned from all positions on November 19, 2014;

●	Dale Rasmussen was appointed as a director of the Company effective June 10, 2014;

Subsequent and unrelated to the merger of Canada Cannabis Corp. with the Company, Richard Wachsberg was appointed as a director of the Company effective January 13, 2015. On August 24, 2015 John Esteireiro resigned as COO and director of the Company.

4.	PREPAID EXPENSES

Prepaid expenses are summarized as follows (in USD):

	December 31, 2014
Prepaid Insurance		195,441
Prepaid Other		6,236
		201,677

5.	INVESTMENT IN GROWLITE

On March 31, 2014, the Company acquired a 45% equity interest in Growlite Canada for CAD $1 million (approximately USD $900,000) cash investment. Additionally, the Company made a CAD $3 million (approximately USD $2.7 million) loan for operating capital and business expansion. The loan bears interest at 2% to be paid quarterly, while the entire principle amount and any remaining interest matures March 31, 2024. See further discussion of this investment and loan in Note 10. The Company accounts for this investment under the equity method of accounting, however management will continue to reevaluate the relationship every reporting period, given changes in circumstances, to determine whether its investment represents a variable interest and whether the Company would be considered the primary beneficiary. If this were deemed to be the case at any time, consolidation would be required. Under the equity method of accounting, the Company records its investment at cost and at each reporting period is subsequently adjusted to include the investor’s pro rata share of post-acquisition earnings or losses.

The Company has estimated that the investee had a net loss of $40,168 for the nine months ended December 31, 2014, and utilizing the equity method would record a decrease in the investment value. The Company has reviewed this investment for impairment and had made the determination that due to unfavorable changes in the market, the Company would write the investment down to $800,000 which approximated the carrying value of Growlite’s inventory at December 31, 2014. The Company had a security agreement and physical custody of the inventory in 2015. Subsequent to this analysis the Company was informed that a manufacturer’s defect has been identified in Growlite’s most popular fixture that has resulted in the request for all customers to stop using the product. Given the uncertainty of the value of the remaining inventory and the financial and reputational harm Growlite will incur, the Company has written its investment to zero and fully provide a reserve against the loan and receivable due from Growlite.

6.	COMMITMENTS AND CONTINGENCIES

Operating Leases and Long term Contracts

The Company previously rented temporary office space for its corporate needs. The Company entered into a month-to-month lease agreement on January 20, 2014 to lease 1,100 square feet of office space located at 2368 Lakeshore Road West, Oakville, Ontario, Canada L6L 1H5 for an annual rate of CAD $25,200, paid monthly. The Company paid approximately CAD $18,900 (USD $17,120) for the lease of our corporate offices at this location for the twelve months ended December 31,2014, respectively. The Company has canceled this lease and the last rent payment was due September 30, 2014.

F-16

The Company had installed temporary office trailers located at 100 Rutherford Road South, Brampton, Ontario, Canada L6W 2J2 for use during renovation of the building on the same premises. There were two office trailers installed at the premises, each measuring 60’ x 12’, for a total area of 1,440 square feet. The trailers were rented from Miller Trailers for a total cost of CAD $22,119 (approximately USD $20,035). The trailers were removed in December 2014. The Company currently maintains our corporate offices in an industrial building located in Brampton, Ontario which is owned by 2264793 Ontario Inc., an affiliated company that is consolidated as VIE (see Note 2 to the Financial Statements, Variable Interest Entities). The Company does not pay any rent for this space.

Consulting and Professional Services

The Company has entered into consulting and professional services agreements with Ben Ward, CEO, John Esteireiro, Former COO, Silvio Serrano, Former VP, Mariana Bracic, Legal Counsel and Peter Strang, VP who are also founding shareholders. Each contract has an indefinite term and requires payment of CAD $10,000 per month, to be paid in advance of the month of service. The cumulative effect of these agreements is a CAD $50,000 (approximately USD $45,290) per month commitment for professional services. During the twelve months ended December 31, 2014, these parties have agreed to waive a portion of the payments due under these contracts, in the cumulative amount of CAD $320,000 (approximately USD $289,856). These amounts have been recorded as contributed services for the twelve months ended December 31, 2014.

For the period from inception (January 20, 2014) through December 31, 2014, the Company has recognized CAD $450,000 (USD $407,610) of expense related to the above referenced consulting and professional services agreements, respectively, recorded within consulting fees and professional fees in the accompanying statement of operations. The agreements have options for termination by either party. Should the Company initiate the termination of one of these contracts, it may be required to pay the respective consultant the equivalent of a year of service, or CAD $120,000 (approximately USD $108,696), upon termination.

Employment Agreements

On March 21, 2014, the Company entered into an employment agreement with Ben Ward, CEO. This agreement replaced the consulting agreement discussed in the preceding paragraph, which had been entered into on January 21, 2014, which terminated with execution of the employment agreement. Pursuant to the terms of the employment agreement, Mr. Ward continues in his role as CEO with a salary of CAD $120,000 (approximately USD $108,696) per year, in addition to being eligible to earn achievement based bonuses. The Company has agreed to indemnify Mr. Ward for all acts or decisions made by him in good faith while performing services for the Company. The Company may terminate this agreement upon one year’s written notice, or by payment in lieu of notice of one year of salary.

On September 8, 2014 the Company entered into 5 year employment agreements with Aubrey Bradley, Sheldon Aberman and Nathan Nienhaus employing them as officers of the Company. The agreements provide for common shares to be issued in addition to performance bonuses. The Company may terminate the agreements by payment in lieu of notice of two times their salary for the remainder of the contract plus earned bonuses. The agreements provide for salary to be accrued at the rate of CAD $12,500 (approximately USD $11,300) for Mr. Bradley and Aberman until CCC receives a License to Cultivate under the Health Canada MMPR at which point the accrued amounts are due and payable in 15 days. Mr. Nienhaus’s agreement is CAD $14,000 (approximately USD $12,600) monthly. Concurrent with the License to Operate issued by Heath Canada there is a salary increase to CAD $16,667 (approximately USD $15,100) for all three employees for the remainder of the Contract. All three are eligible to earn achievement based bonuses and are all eligible to receive 600,000 shares over a 4 year period. The Company has agreed to indemnify the employees for all acts or decisions made by them in good faith while performing services for the Company.

F-17

7.	STOCK HOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.000001. No shares of preferred stock have been issued or are outstanding, and no rights, privileges or preferences have been determined and designated by the board of directors.

Common Stock

The Company is authorized to issue 95,000,000 shares of common stock, par value $0.000001.

Common Stock Sales

On January 20, 2014, the Company issued 16,471,163 shares of common stock to its founders for cash consideration of CAD $0.001 per share, for a total of approximately CAD $16,500 (USD $14,800).

Between January 21, 2014 and February 1, 2014, the Company issued 404,976 shares of its common stock for cash consideration of CAD $1.00 per share, for a total of approximately CAD $405,000 (USD $367,000).

Between February 2, 2014 and February 14, 2014, the Company issued an additional 223,509 shares of its common stock for cash consideration of CAD $2.00 per share, for a total of approximately CAD $447,000 (USD $403,000).

On February 11, 2014, the Company issued 10,000 shares of its common stock for cash consideration of CAD $1.10 per share, for a total of approximately CAD $11,000 (USD $9,900).

Prior to June 30, 2014 the Company issued an additional 1,968,386 shares of its common stock for cash consideration of USD $3.00 per share for a total of approximately USD $6.1 million.

On July 4, 2014, the Company issued a promissory note to Wildhaus Capital Schweiz AG, in the amount of USD $1,250,000 to formalize two loans made by Wildhaus Capital Schweiz AG. On August 15, 2014, Wildhaus Capital Schweiz AG agreed to a convert USD $750,000 of the debt to equity for the 250,000 shares of the Company’s common stock at a price of USD $3.00 per share, based on the prevailing per share price of similar stock sold during this period. In September 2014, Wildhaus Capital Schweiz AG agreed to convert the remaining USD $500,000 of the debt for an additional 166,667 shares of the Company’s common stock.

During the three months ended September 30, 2014, the Company sold an additional 382,400 shares of its common stock for cash consideration of USD $3.00 per share, or approximately USD $1.15 million.

During the three months ended December 31, 2014, the Company sold an additional 246,001 shares of its common stock for cash consideration of USD $3.00 per share, or approximately USD $738,000, the Company also sold 15,000 shares of its common stock for cash consideration of USD $2.50 per share, or approximately USD $37,500 and the Company sold 2,500 shares of its common stock for cash consideration of USD $2.00 per share, or approximately USD $5,000.

In addition to the above, On November 10, 2014 the Company entered into Subscription Agreements (collectively, the “Subscription”) with two accredited investors for a total of USD $300,000 whereby the Company issued an aggregate of 200,000 shares of our common stock, 1.2 million warrants to purchase our common stock and committed to issue another 800,000 warrants to purchase our common stock to the investors. Under the terms of the Subscription, each of the investors paid USD $150,000 and received 100,000 shares of our common stock, 200,000 A Warrants to purchase common shares at $1.50 per share for a five year period, 400,000 B Warrants to purchase common shares at $3.00 per share for a five year period and, upon the exercise of no less than 10,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance. One of the investors who participated in this transaction was Richard Wachsberg, who was subsequently appointed to our Board of Directors.

F-18

Noncash Equity Transactions

In March 2014, the Company issued 150,000 shares of its common stock to TDM Financial for advisory services to be provided to the Company over a period of one year. Based on the prevailing per share price of similar stock sold during this period, the compensatory stock was valued at CAD $1.00 per share (USD $0.91 per share), for a total of approximately USD $137,160. The Company originally intended to amortize the expense over the life of the however, the Company determined that the appropriate treatment was to recognize the full amount of the professional fee expense because the services were completed and expensed the remaining amount during the year ended December 30, 2014.

In April 2014, the Company issued 15,000 shares of its common stock to an individual for services provided. Based on the prevailing per share price of similar stock sold during this period, the compensatory stock was valued at USD $3.00 per share, for a total of approximately USD $45,000, which was expensed as professional fees at issuance.

In June 2014, the Company issued a total of 250,000 shares of its common stock to an individual for services to be provided to the Company over a period of two years. Based on the prevailing per share price of similar stock sold during this period, the compensatory stock was valued at USD $3.00 per share for a total of approximately USD $750,000. The Company originally intended to amortize the expense over the life of the contract however, the Company determined that the appropriate treatment was to recognize the full amount of the professional fee expense because the services were completed and expensed the remaining amount during the year ended December 30, 2014.

In addition to the April and June transactions above, during the three months ended June 30, 2014, the Company issued 466,666 shares of its common stock for professional services provided to the Company. The fair market value of the compensatory stock was valued at USD $3.00 per share, for a total of approximately USD $1,400,000, which was expensed as professional fees at issuance.

On October 1, 2014, the Company issued a total of 750,000 shares of our common stock to three individuals pursuant to their employment agreements. The fair market value of the stock at the time of the grants was $1.13 per share and a total of $847,500 was expensed for the share issuance. The employment agreements provide for further issuances of common shares of 100,000 shares on each of their first, second and third anniversaries and 50,000 shares on their fourth anniversary. The company has valued the total of these issuances to these three individuals using the same $1.13 per share. The total incremental expense over the 5 years is $1,186,500. The company is accruing for the related compensation over the vesting periods as they are earned and has recorded an accrued stock payable and professional fee expense of $209,992 in 2014.

On October 3, 2014 the Board of Directors approved the grant of 330,000 shares of our common stock to five individuals who are either employees, contractors or directors as compensation for services provided to the Company during the start-up phase of the business. The fair market value of the stock at the time of the grant was $1.13 per share and a total of USD $372,900 was expensed as professional fees for the share issuance.

On October 30, 2014 the Company issued of 500,000 shares of our common stock for services provided to the Company during the start-up phase of the business. The fair market value of the stock at the time of the grant was $3.00 per share and a total of USD $1,500,000 was expensed as professional fees for the share issuance.

On November 21, 2014 the Company and 2264793 Ontario Inc., a consolidated VIE of the Company, jointly issued a promissory note to Crimson Capital, LLC for CAD $600,000 (USD $515,940) to be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and matured on February 21, 2015, however the Company had the ability to extend the note on a month-by-month basis. The loan was repaid in June 2015. Under a referral agreement signed on November 1, 2014, Crimson Capital Investments, LLC was given 100,000 shares of our common stock as a fee for arranging the financing. The fair market value of the stock at the time of the grant was USD $300,000. This value was used to determine a relative fair market value to be ascribed between the loan and shares and resulted in $189,698 being recorded as a debt discount. The debt discount is being amortized over the original term of the note, the Company recorded an expense of $86,880 in 2014.

In addition to the October and November transactions above, during the three months ended December 31, 2014, the Company issued an additional 301,239 shares of its common stock for services valued at USD $3.00 per share, or approximately USD $903,717 which was expensed as professional fees.

Options:

On October 1, 2014 the Company issued 600,000 options to an employee to purchase shares of our common stock at $1.13 per share for a period of seven years. 250,000 of the options vested immediately and 100,000 options vest each subsequent year for three years and 50,000 vest after four years. On the date of the grant, the Company valued the options at USD $676,293 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 7 years, expected volatility of 226.68%, risk-free rate of 2.12% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the seven year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $329,852 was recognized based on the options that had vested during the year ended December 31, 2014.

F-19

On October 1, 2014 the Company issued 50,000 options to an employee to purchase shares of our common stock at $1.13 per share for a period of five years, all of which vested immediately. On the date of the grant, the Company valued the options at USD $55,890 using the Black-Scholes option pricing model with the following assumptions: expected life of the options of 5 years, expected volatility of 226.68%, risk-free rate of 1.69% and no dividend yield. The expected volatility was estimated by calculating the standard deviation of daily price changes in our stock from the date of the merger to the date of the grant and the five year constant maturity treasury rate on the date of the grant was used for the risk free rate. An expense of USD $55,890 was recognized based on the options that had vested during the year ended December 31, 2014.

A summary of the options issued as of December 31, 2014 is as follows:

December 31, 2014
	Shares		Weighted Average Exercise Price		Intrinsic Value
Outstanding at beginning of period		-	$	-	$	-
Issued		650,000	$	1.13	$	734,500
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at end of period		650,000	$	1.13	$	734,500
Exercisable at end of period		300,000	$	1.13	$	339,000
Options expected to vest		350,000	$	1.13	$	395,500

December 31, 2014
Number of Options		Weighted Average Remaining Life		Weighted Average Exercise Price		Shares Exercisable
	650,000		6.60	$	1.13		300,000

	650,000		6.60	$	1.13		300,000

The remaining expense of the unvested options anticipated to be amortized over the vesting schedule is $394,504

Warrants:

On November 10, 2014, the Company issued an aggregate of 1.2 million warrants to purchase common stock and committed to issue another 800,000 warrants to purchase our common stock. The investors received 200,000 A Warrants to purchase common shares at $1.50 per share for a five year period, 400,000 B Warrants to purchase common shares at $3.00 per share for a five year period and, upon the exercise of no less than 100,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance.

A summary of the warrants issued as of December 31, 2014 is as follows:

December 31, 2014
	Shares		Weighted Average Exercise Price		Intrinsic Value
Outstanding at beginning of period		-	$	-		-
Issued		2,000,000	$	2.70	$	5,400,000
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at end of period		2,000,000	$	2.70	$	5,400,000
Exercisable at end of period		1,200,000	$	2.50	$	3,000,000

December 31, 2014
Number of Warrants		Weighted Average Remaining Life		Weighted Average Exercise Price		Shares Exercisable

	2,000,000		4.83	$	2.70		1,200,000

	2,000,000		4.83	$	2.70		1,200,000

F-20

Total Common Shares

On June 16, 2014 a majority of the shareholders of the Company by written consent authorized a special dividend, whereas each of the shareholders of the common stock of the Company would receive 19.5 shares for every share of Company common stock owned. The Company filed a corporate action with FINRA on June 19, 2014 in relation to the declared stock dividend. The dividend is payable on receipt of all necessary approvals, if any, to the holders of record of all the issued and outstanding shares of common stock as of the close of business on September 30, 2014, in the amount of 19.5 shares of common stock per one (1) share of common stock held.

The dividend was approved by FINRA and became effective on October 3, 2014, as such, the effects of the dividend have been reflected retroactively in the consolidated financial statements.

The total shares issued and outstanding on December 31, 2014 were 29,703,832.

8. INCOME TAXES

The Company’s income tax provision differs from the amount resulting from the application of the Canadian statutory income tax rate. A reconciliation of the combined Canadian federal and provincial income tax rates, as well as the United States federal and state income tax rates, with the Company’s effective tax rate is as follows:

	Period from January 20, 2014 (date of incorporation) to December 31, 2014
	$			%
Loss before income taxes		(14,727,347	)
Combined statutory rate		34.00	%
		(5,007,298	)		34.00

Permanent differences, non-deductible		-			-
Change in valuation allowance		5,007,298			(34.0	)
Deferred income tax provision		-			-

The Company’s Canadian non-capital loss carry-forward and expiration date is as follows:

$4,413,000 – 2034

Deferred income tax asset/(liability)

The tax effects of temporary differences that give rise to significant portions of future tax assets or liabilities are as follows:

	As of December 31, 2014
Temporary differences	$	-
Non-capital loss carry-forward and other		1,167,000
Less: Valuation allowance		(1,167,000	)
	$	-

At December 31, 2014, the company recorded a 100% valuation allowance against the deferred income tax asset attributed to the non-capital loss due to the uncertainty surrounding its ultimate realization.

9.	EARNINGS (LOSS) PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had 300,000 options and 400,000 warrants outstanding for the period from inception (January 20, 2014) through December 31, 2014, but due to the Net loss they are not included. Therefore, there was no difference in the basic and dilutive earnings (loss) per share.

F-21

The following table sets forth the computation of basic and diluted net income per share:

	For the Period from Inception (January 20, 2014) through December 31, 2014

Net loss	$	(14,727,347	)

Basic weighted average outstanding shares of common stock		24,717,445
Dilutive effect of common stock equivalents		-
Diluted weighted average common stock equivalents		24,619,799

Net loss per share of voting and nonvoting common stock Basic and Diluted	$	(0.60	)

10.

RELATED PARTY TRANSACTIONS

Investment in Growlite

As discussed in Note 5, on March 31, 2014, the Company has a 45% equity interest in Growlite Canada for CAD $1 million (approximately USD $900,000). Additionally, the Company made a CAD $3 million (approximately USD $2.7 million) loan and has a CAD $160,000 (approximately USD $140,000) receivable. The loan bears interest at 2% to be paid quarterly, while the entire principle amount and any remaining interest matures March 31, 2024. Prior to the equity investment and loan, Growlite Canada was wholly-owned by Silvio Serrano, who remains the owner of 55% of the ownership interest in Growlite Canada and is Growlite Canada’s President, CEO and sole director. At the time of the transaction, Mr. Serrano held a 6.4% equity interest in the Company (which he currently holds) and served as a vice president and director until he resigned in November 2014. During the year, Growlite advanced Mr. Serrano, his brother and a company controlled by Mr. Serrano $1,635,705 CAD (approximately USD $1,480,000). In addition, during the year, CAD $810,000 (approximately USD $734,000) was advanced by Growlite to NAC Construction Inc. an entity owned by Peter Strang who is an officer and director of the Company and owner of 6.4% of the Company’s common stock.

Legal and Other Services

One of the five shareholders, Mariana Bracic, who is a common law spouse of Ben Ward 9 the CEO and a director of the Company and owner of 6.4% of the Company’s common stock, disclosed in Note 5 as being under a Consulting and Professional services contract also provides legal and other services for the Company. For the period from inception through December 31, 2014, this shareholder was paid, either as an individual or through MBL Legal, an entity controlled by the individual, approximately CAD $125,000 (USD $113,225) for services rendered, which includes the amounts paid under the disclosed contract.

Promissory Notes Made by the Company

At various times throughout the year ended December 31, 2014, Benjamin Ward, the Company’s CEO and a director and owner of 6.4% of the Company’s common stock, advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014 these notes, totaling CAD $334,869 (USD $287,953) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding.

At various times throughout the year ended December 31, 2014, John Esteireiro advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014 these notes, totaling CAD $1,150,000 (USD $988,885) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. John Esteireiro owns 6.4% of the Company’s common stock and served as a director and COO of the Company until his resignation on August 24, 2015.

At various times throughout the year ended December 31, 2014, Silvio Serrano advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed (each of which is described in detail above). On December 15, 2014 these notes, totaling CAD $144,000 (USD $123,826) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. This promissory note remains outstanding as of the date of this Annual Report.

At various times throughout the year ended December 31, 2014, Benedetto Fuschino advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014, these notes, totaling CAD $70,000 (USD $60,193), were consolidated into a one-year interest free note. The note matures December 15, 2015, but the Company may prepay the note upon receiving adequate funding.

At various times throughout the year ended December 31, 2014, Midnight Capital and Scott Keevil advanced amounts to the Company in the form of short-term loans to help the Company with operating capital as needed. On December 15, 2014, these notes, totaling CAD $89,658 (USD $77,097), were consolidated into a one-year interest free note. The note matures December 15, 2015, but the Company may prepay the note upon receiving adequate funding.

The imputed interest amount on the above noted loans totaled CAD $33,505 (USD $28,810). A total of CAD $4,705 was expensed.

F-22

On July 4, 2014, the Company issued a promissory note to Wildhaus Capital Schweiz AG, in the amount of USD $1,250,000 to formalize two loans made by Wildhaus Capital Schweiz AG in the amounts of USD $750,000 on June 9, 2014 and USD $500,000 on June 18, 2014, payable upon sufficient capitalization of the company, bearing a ten percent (10%) annual interest rate. On September 30, 2014, the Company reserved 250,000 shares of its common stock to be held as security for the first USD $750,000 loan advance. On August 15, 2014, Wildhaus Capital Schweiz AG agreed to convert USD $750,000 of the debt to equity for the 250,000 shares of the Company’s common stock at a price of USD $3.00 per share, based on the prevailing per share price of similar stock sold during this period. In September 2014, Wildhaus Capital Schweiz AG agreed to convert the remaining USD $500,000 of the debt for an additional 166,667 shares of the Company’s common stock in full satisfaction of the loan amount due under the note.

On November 21, 2014 the Company and 2264793 Ontario Inc., a consolidated VIE of the Company, jointly issued a promissory note to Crimson Capital, LLC for CAD $600,000 (USD $515,940) to be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and matured on February 21, 2015, however the Company had the ability to extend the note on a month-by-month basis. The loan was repaid in June 2015. The total interest accrued to December 31, 2014 was CAD$35,507. Under a referral agreement signed on November 1, 2014, Crimson Capital Investments, LLC was given 100,000 shares of our common shares as a referral fee for arranging the financing. The fair market value at the time of grant was USD $300,000. This value was used to determine a relative fair market value to be ascribed between the loan and shares and resulted in $124,689 being recorded as a debt discount. The debt discount is being amortized over the original term of the note, the Company recorded an expense of $86,880 in 2014.

In connection with the acquisition of the Brampton Property, the Company loaned to 2264793 Ontario Inc. the amount of CAD $4,259,222 (approximately USD $3,933,000) to fund a portion of the down payment on the Brampton Property (the “Down Payment Loan”). This Down Payment Loan is evidence by a promissory note that was prepared and dated December 31, 2015 made by 2264793 Ontario Inc. in favor of the Company in the amount of CAD $4,259,222 (approximately USD $3,933,000), bearing interest at a rate of 0%.The loan between 2264793 Ontario Inc. and the Company is eliminated on Consolidation and as such, no imputed interest was calculated. 2264793 Ontario Inc. is owned by several of our directors, officers, and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil. 2264793 Ontario Inc. is considered a VIE (please see Note 2 Variable Interest Entities and Principals of Consolidation for further discussion).

During the year, the Company paid NAC Construction, a Company owned by Peter Strang, CAD $ 400,000 ($US 343,960) for work performed on the Brampton property in its role as general contractor. In addition, the Company paid NAC Investments CAD $ 25,594 ($US 22,008) for consulting services.

During the year, Scott Keevil incurred expenses of CAD $ 92,690 ($US 79,704) on behalf of CCC. These monies were primarily expense reimbursements for travel, office supplies and office rental space. At year end, the Company owed Mr. Keevil CAD $1,542 ($US 1,326). In addition, the Company paid Midnight Capital Corp, a Company owned by Mr. Keevil a CAD $50,000 ($US 42,995) consulting fee. At year end, the Company owed Midnight Capital CAD $88,116 ($75,771)

11.

Property, Plant & Equipment

Brampton Property Acquisition Closing

On July 4, 2014, 2264793 Ontario Inc., a consolidated VIE of the Company, closed on the purchase (the “Closing”) of real property located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) pursuant to that certain Agreement of Purchase and Sale (the “Purchase Agreement”) entered into by and between the 2264793 Ontario Inc. and I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd. (collectively, the “Seller”) on April 1, 2014. 2264793 Ontario Inc. acquired the “Brampton Property” for a total consideration of CAD $14,270,730 (USD $13,390,226), which includes the final adjusted purchase price of CAD $13,421,000 (USD $12,592,924) and land transfer taxes and related surcharges totaling CAD $464,000 (USD $435,371). The Brampton Property includes an approximately 312,000 square foot industrial building and is located approximately 23 kilometers (12 miles) from Pearson International Airport, within the Greater Toronto Area.

F-23

The Company began renovations to the property during the third quarter. As of December 31, 2014, construction costs incurred are CAD $1,321,003 (USD $1,135,930). These costs were capitalized as Construction in Progress on the Company’s balance sheet for the period ended December 31, 2014.

The medical marijuana regulatory environment in Canada is experiencing significant uncertainty. Health Canada’s change removing the ready to build approval makes it very difficult and risky for potential medical marijuana licensees to pass the final licensure stage. The Company continues to consider every avenue of its business plan. Due to this continued regulatory uncertainty, particularly the changes and delays in medical marijuana licensing process, the Company’s contingency plans may include entertaining the sale of the Brampton Property. If such transaction were to occur, the Company would consider using proceeds from any such sale to continue pursuing other avenues to achieve our business plan, including potential acquisitions of other medical marijuana licensees and pursuing alternative medical marijuana products and technology, both in Canada and internationally, or another suitable property to replace the Brampton Property.

In connection with the Closing, on July 4, 2014, 2264793 Ontario Inc., a consolidated VIE of the Company, entered into a Mortgage (the “Mortgage”) with Rescom Capital, C&K Mortgage Services Inc. and The Bank of Nova Scotia Trust Company to borrow a total of CAD $9.4 million (the “Loan”) (USD $8,083,060). The Loan is secured by a mortgage on the Brampton Property, a corporate guaranty by the Company’s subsidiary Canada Cannabis Corp., as well as personal guaranties by Benjamin Ward, John Esteireiro, Silvio Serrano and Douglass S. Keevil.

The Loan accrues interest at ten percent (10%) per annum and was due in full on July 15, 2015. The Mortgage has not been extended; the Company continues to pay the loan on the same terms on a monthly basis. The Company is required to make monthly interest only payments in the approximate amount of CAD $78,333 (approximately USD $71,000). Approximately CAD $381,212 (approximately USD $345,302) of interest was expensed during the twelve months ended December 31, 2014.

With respect to the individual guarantors:

●	Mr. Ward owns approximately 6.4% of the Company’s common stock and is a Director, the CEO and President of the Company.

●	Mr. Esteireiro owns approximately 6.4% of the Company’s common stock and was formerly a Director and the COO of the Company.

●	Mr. Serrano owns approximately 6.4% of the Company’s common stock and is a Director and a Vice President of the Company.

●	Mr. Keevil owns approximately 4.1% of the Company’s common stock.

Additionally, in connection with the acquisition of the Brampton Property, the Company loaned to 2264793 Ontario Inc. the amount of CAD $4,953,160 (approximately USD $4,259,222) to fund a portion of the down payment on the Brampton Property (the “Down Payment Loan”). This Down Payment Loan is evidence by a promissory note prepared and dated December 31, 2015 made by 2264793 Ontario Inc. in favor of the Company in the amount of CAD $4,953,160 (approximately USD $4,259,222), bearing interest at a rate of 0%.The loan between 2264793 Ontario Inc. and the Company is eliminated on Consolidation and as such, no imputed interest was calculated.

The acquisition of the Brampton Property was also funded in part by personal loans made to the Company by certain related parties. In connection with these loans, the Company issued the following short term promissory notes on July 4, 2014 (collectively, the “Notes”):

●	The Company issued a promissory note to Benjamin Ward in consideration of additional funds advanced in the amount of CAD $318,000 (USD $273,448), with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof.

●	The Company issued a promissory note to Silvio Serrano in consideration of funds advanced in the amount of CAD $185,000 (USD $160,000), with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof.

In accordance with FIN 46(R), the Company believes that it meets the definition of the primary beneficiary for 2264793 Ontario Inc. and consolidates the entity in its Consolidated Financial Statements. See Note 2 “Variable Interest Entities” and “Principles of Consolidation.

F-24

On December 31, 2014, the Company recorded a $250,000 CAD, ($214,975 USD) accrual for remediation and site cleanup of the Brampton Property. This work will include excavation and disposal of impacted dirt, brick, garbage, waste, tires and chemicals.

12.

Legal

To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company.

13.

Subsequent Events

The Company completed a new second mortgage for CAD $2,300,000 in June 2015 for replacing the existing second and third mortgages. The mortgage has a two year term and bears interest at 14%per annum.

During the current fiscal year, the Company has issued 1,450,000 common shares for services and 301,667 shares for a total consideration of $750,000.

The Company borrowed CAD $100,000 on July 28, 2015. The loan bears interest at 10% and was due September 1, 2015. A loan fee of $20,000 was charged and as a result of the loan not being repaid, 50,000 shares are to be issued as a penalty.

F-25

Item 9.

changes in and disagreements with accountants on accounting and financial disclosure.

None.

Item 9A.

controls and procedures.

(a)	Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-K due to limited accounting and reporting personnel and a lack of expertise and segregation of duties due to limited financial resources and the size of our Company. We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

(b)	Management’s annual report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of change in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that result in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2014, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal controls over financial reporting were ineffective as of December 31, 2014.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 and identified the following material weaknesses:

Lack of Segregation of Duties. We have an inadequate number of personnel to properly implement control procedures.

Lack of Disclosure Controls. There is a lack of disclosure controls to ensure adequate disclosures are made in our periodic filings.

Ineffective Oversight of Audit Committee. The Audit Committee has not been created.

Lack of Management Oversight. We have an inadequate oversight over our accounting process.

Inadequate books and records. The Company needs to make changes in its policies and procedures to ensure adequate support is received for all transactions.

Ineffective Reconciliation Process. The Company needs to make changes in its policies and procedures to properly identify and reconcile all transactions in its accounts.

Management is committed to improving its internal controls. Management has hired a third party specialist to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit is the Company to provide only management’s report in the annual report.

(c)	Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

other information.

The disclosure required by this item is included in paragraph (b) of Item 1 hereof, “Material Transactions” and is incorporated herein by reference.

PART III

Item 10.

directors, executive officers, and corporate governance.

Our current executive officers and directors and their ages are as follows:

Name	Age	Position
Benjamin Ward	35	President, CEO, Director
Peter Strang	47	Vice President, Director
Dale Rasmussen	64	Director
Richard Wachsberg	49	Director

Set forth below is information relating to the business experience of each of our directors and executive officers.

Benjamin Ward

Benjamin Ward has served as the President, CEO and Director of the Company and its predecessor, Canada Cannabis Corp., since the inception of the latter on January 20, 2014. Mr. Ward is a management professional who has gained extensive experience in international development and community development organizations over the course of his career. From June 2011 to January 2014, Mr. Ward served as President, CEO and Director of Joshua Gold Resources Inc. (and previously served for a brief period as its CFO and Treasurer). Mr. Ward holds a Bachelor’s Degree from Heritage Baptist College and Theological Seminary and a Master of Business Administration from the Bradford University School of Management located in Bradford, England.

Peter Strang

Peter Strang has served as Vice President of Real Estate of the Company and its predecessor, Canada Cannabis Corp., since the inception of the latter on January 20, 2014. Mr. Strang also served as a Director of CCC from its inception until May 14, 2014 and serves as a Director of the Company since the effectiveness of his appointment on June 10, 2014. Previously, from March 2011 to June 2012, Mr. Strang served as a Director and consultant to Paymobile, Inc., a company providing mobile money transfer services. Mr. Strang is the owner of NAC Investments Inc. and NAC Construction Inc.

Dale Rasmussen

Dale Rasmussen was appointed as a Director of the Company, effective June 10, 2014.He has more than 25 years of experience in the Energy and Alternative Energy Industries. He is considered a leading authority in this area. During his career, Mr. Rasmussen has served on the Board of over a dozen private and public companies (serving as the Chairman of three). Three companies that were co-founded by Mr. Rasmussen reach market capitalization of over half a billion U.S. dollars each.

Mr. Rasmussen is currently the Chairman of Digi Holdings. He is also a board member of West Mountain Gold, a publicly traded company, and Greenwood Energy. Mr. Rasmussen severs as a consultant to several other growth companies either considering or on the path to becoming publicly traded enterprises. Mr. Rasmussen served as the Chairman of the Board of Quantum Fuel System Technologies Worldwide from 2002 to 2012, and served on its Board of Directors beginning in 2000. Mr. Rasmussen’s responsibilities with Quantum included acquisitions, joint venture, strategic alliances and investor and shareholder relations. Mr. Rasmussen was a founding member of the Board of Directors of Fisker Automotive and served as the Chairman of the Board since its formation in November 2007 until February 2010. Fisker Automotive was co-founded by Quantum and Henrick Fisker and was awarded a $528.7 million loan by the U.S. Department of Energy to develop and manufacture plug-in hybrid vehicles, including the Fisker Karma. Mr. Rasmussen was the Senior Vice President and Secretary of IMPCO Technologies (now Fuel Systems Solutions) from 1989 through 2005, joining the company in 1984 as Vice President of Finance and Administration and Corporate Secretary. IMPCO was the parent company of Quantum Technologies prior to its spin-off in 2002. While at IMPCO, Mr. Rasmussen’s area of expertise was mergers and acquisitions, strategic planning and investor relations. During his years at IMPCO, the company experiences a compound annual growth rate of approximately 30 percent. Prior to joining IMPCO, Mr. Rasmussen was a commercial banker for twelve years at two banks where he was responsible for managing the banks’ investment portfolio, branch and corporate development and served as the corporate secretary. Mr. Rasmussen is a graduate of Western Washington University, where he received the award as marketing student of the year. He is also a graduate of Pacific Coast Banking School, University of Washington.

Richard Wachsberg

Richard Wachsberg was appointed as a Director of the Company on January 12, 2015. Mr. Wachsberg is co-founder and Chairman of Apollo Health and Beauty Care, the leading private label and control label personal care manufacturer in Canada with distribution throughout North and South America, Mexico, Europe, and Asia. Apollo Health and Beauty Care has been awarded the distinction of being one of Canada’s 50 Best Managed Companies from 2003 to 2014 and has earned 50 Best Managed Company Platinum status since 2010. Additionally, he is actively involved in stewarding and supporting health care and primary care efforts in the Canadian health care industry and is further invested in same through his charitable endeavors.

Directors

Our bylaws authorize no less than one (1) Director. We currently have set the number of Directors at five (5) and have yet to fill a vacancy recently created due to the resignation of former director John Esteireiro.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Significant Employees

We have no significant employees other than our officers.

Director or Officer Involvement in Certain Legal Proceedings

During the past five (5) years, none of the following occurred with respect to one of our present or former directors or executive officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires a company’s directors, officers, and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act (collectively referred to herein as the “Reporting Persons”), to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such reports and upon written representations of the Reporting Persons received by us, we believe that all Section 16(a) filing requirements applicable to such Reporting Persons have been met for 2014, with the exception of the failure of each of Messrs. Ward, Esteireiro, Strang, and Rasmussen to timely file a Form 3 with respect to the appointment of each as a Director and, as applicable, an executive officer of the Company. As of the date of filing of this Annual Report, the Company is in process of arranging for a Form 3 filing to reflect each of the aforementioned appointments, which are expected to be filed on behalf of each respective party imminently.

Committee of the Board of Directors

Our board of directors has established three (3) standing committees: (1) the Compensation Committee, (2) the Audit Committee and (3) the Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the board of directors and which will be available upon request to us.

Audit Committee

We plan to fill our Audit Committee after the current board is expanded.

Our Audit Committee will be authorized, among other duties and powers as provided for in its Charter, to:

	●	provide assistance to our board of directors in its oversight of the integrity of our accounting and financial reporting processes and of the audits of our financial statements;

	●	provide assistance to our board of directors in its oversight of our compliance with legal and regulatory requirements;

	●	provide assistance to our board of directors in its oversight of our outside auditor’s independence and qualifications;

	●	provide assistance to the board of directors in its oversight of the performance of our internal audit function and outside auditors;

	●	directly appoint, retain or terminate, compensate, and oversee and evaluate our outside auditors, and to approve all audit engagement fees and terms;

	●	prior to the initial engagement of any public accounting firm to be our outside auditors, to obtain and review a written report from such firm regarding all relationships between such firm or its affiliates and the Company or persons in a financial reporting oversight role at the Company;

	●	pre-approve and/or adopt policies governing audit committee pre-approval of, all audit services to be provided by our outside auditor;

	●	pre-approve and/or adopt policies governing audit committee pre-approval of, all permitted non-audit services and related fees to be provided by the outside auditors;

	●	review with management, our outside auditors and our internal auditors the adequacy of our internal controls, including computerized information system controls and security; and

●

review with management, our outside auditors and our internal auditors any related significant finding and recommendations of the outside auditors and/or the internal auditors together with management responses thereto.

Compensation Committee

We plan to fill a compensation committee after the board is expanded. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any future incentive compensation plans, and recommend and approve grants of stock options, restricted stock and other awards under any such plan.

Nominating and Corporate Governance Committee

We plan to fill a nominations and governance committee after the board of directors is expanded. The purpose of the nominations and governance committee would be to select, or recommend for our entire board’s selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our board. The nominations and governance committee’s duties would also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.

Code of Ethics

Our Board of Directors has adopted a code of ethics that applies to our officers, directors and employees. The code of ethics remains in effect following the Merger on May 21, 2014. A copy of our code of ethics will be provided without charge upon written request to us by mail or on our website. Any amendments to or waivers to the application of our code of ethics must be made by our Board of Directors and will be promptly disclosed on our website or in a current report on Form 8-K.

Item 11.

executive compensation.

We reimburse our directors for expenses incurred in connection with attending board meetings but we did not pay our directors fees or other cash compensation for services rendered as a director during the fiscal year 2014.

Our executive officers are currently earning compensation. The following table sets forth information, with respect to the Company, concerning all cash and non-cash compensation awarded to or earned by the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

Summary Compensation Table

Name and Principal Position	Year (1)	Salary (2)		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total (2)
Benjamin Ward, CEO, President and Director	2014		120,000		--		--		--		--		--		--		120,000
John Esteireiro, Former COO and Director (3)	2014		120,000		--		--		--		--		--		--		120,000
Peter Strang, VP and Director	2014		120,000		--		--		--		--		--		--		120,000
Silvio Serrano, Former VP and Director (4)	2014		110,000		--		--		--		--		--		--		110,000

(1)	Our predecessor, Canada Cannabis Corp., was not formed until January 20, 2014. Therefore, no historical compensation numbers exist from prior years.
(2)	While the Summary Compensation Table presents the compensation earned by each named executive under their respective agreements during the calendar year 2014, the entire amount of compensation reported was not paid to the named executives. Instead, each named executive was paid only CAD $40,000 (approximately USD $32,000), representing the compensation earned by that executive during the initial four (4) months of the Company. Each named executive has waived all rights to all remaining unpaid compensation earned for services rendered during the calendar year 2014, totaling an aggregate of approximately USD $414,000 in uncompensated contributed services. Salary and Total Compensation are expressed in CAD (CAD $ 120,000 is approximately USD $95,000).
(3)	Mr. Esteireiro resigned from his position as a director and vice president of the Company, effective August 24, 2015.
(4)	Mr. Serrano resigned from his position as a director and vice president of the Company, effective November 19, 2014.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by our Company for the benefit of our employees.

Consulting Agreements

Canada Cannabis Corp. entered into Consulting Agreements with each of Benjamin Ward, John Esteireiro, Peter Strang, and Silvio Serrano (the “Consulting Agreements”).Pursuant to the terms of the Consulting Agreements, each of the consultants will provide certain services to the Company customary to that consultant’s position. Such services will be provided at the direction of the Company’s CEO or, in the case of Benjamin Ward, at the direction of the Company Board of Directors.

Employment Agreements

Canada Cannabis Corp. entered into an Employment Agreement with Benjamin Ward (the “Employment Agreement”).The Employment Agreement replaces the Consulting Agreement Mr. Ward previously entered into with the Company, which terminated with execution of the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Ward continues in his role as CEO with a salary of CAD $120,000 per year, in addition to being eligible to earn achievement based bonuses in the discretion of the Board of Directors. The Company has agreed to indemnify Mr. Ward for all acts or decisions made by him in good faith while performing services for the Company. The Company may terminate Mr. Ward’s employment for convenience upon one year’s written notice, or by payment in lieu of notice of one year of salary. Additionally, Mr. Ward’s Employment Agreement includes customary confidentiality and non-compete provisions.

Item 12.

security ownership of certain beneficial owners and management and related stockholder matters.

The following table lists, as of September 28, 2015, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 31,455,499 shares of our common stock and issued and outstanding as of September 28, 2015.

Name and Address of Beneficial Owner (1)	Amount of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned

Benjamin Ward (2)		2,000,000		6.4	%
John Esteireiro		2,000,000		6.4	%
Peter Strang (2)		2,000,000		6.4	%
Silvio Serrano		2,000,000		6.4	%
Richard Wachsberg (3)		700,000 (4)		2.2	%
Dale Rasmussen (3)		200,000		*	%
All executive officers and directors as a group (a total of 4 people)		4,900,000		15.6	%

*	Less than 1%

(1)	Unless otherwise stated, the address for each beneficial owner is c/o Canadian Cannabis Corp., 100 Rutherford Road South, Brampton, ON, Canada L6W 2J2.

(2)	The person listed is an executive offer and director of the Company.

(3)	The person listed is a director of the Company.

(4)	Includes 600,000 shares of common stock issuable upon the exercise of warrants currently exercisable. Does not include 400,000 shares of common stock issuable upon the exercise of warrants, the issuance of which remains subject to certain vesting conditions.

Item 13.

certain relationships and related transactions, director independence.

Related Party Transactions

Growlite Investment

On March 31, 2014, CCC entered into an investment agreement and loan agreement (collectively, the “Growlite Investment Agreement”) with 2393245 Ontario Inc. c.o.b. Growlite Canada (“Growlite”) and Silvio Serrano (“Serrano”), the owner of 100% of Growlite at that time. Mr. Serrano is a former Director and VP of the CCC. Pursuant to the terms of the Growlite Investment Agreement, CCC obtained a 45% ownership interest in Growlite in consideration of an equity cash investment in the amount of CAD $1,000,000 (approximately USD $900,000). Additionally, the Company made a loan to Growlite in the amount of CAD $3,000,000(approximately USD $2.7 million) (the “Loan”) and has an additional receivable of CAD $160,000 (approximately USD $140,000).

Silvio Serrano is the primary beneficiary of Growlite as he meets the power criterion by making all of the ongoing operating decisions for the company, is in control of the bank account and is responsible for driving the company’s sales and marketing strategy. Mr. Serrano also meets the losses/benefits criterion by having both the right to receive benefits and the obligation to absorb losses through his 55% ownership of the company. Given these facts CCC accounts for its Growlite though the equity method of accounting and does not consolidate Growlite in its financial statements.

During the course of our audit for the fiscal year ended December 31, 2014, we reviewed the unaudited financial statements of Growlite. During our review, we discovered that the proceeds from the Loan were used by Growlite to make loans and advances to third parties and related parties (collectively, the “Growlite-Made Advances”) for purposes other than to benefit the Growlite business (see Notes 5 and 10 of the Notes to Consolidated Financial Statements in Item 8 above). While the Company believed that use of the Loan proceeds would be limited to benefiting the Growlite business, the Growlite Investment Agreement did not contain any restrictions on the use of proceeds. At this time, we cannot determine whether Growlite will be repaid all or any portion of the Growlite-Made Advances. Additionally Growlite has not made required quarterly interest payments on the Loan and is therefore in default of the Growlite Investment Agreement.

In response to these findings, the Company recently renegotiated with Growlite to collateralize the Loan by entering into a Security Agreement (the “Security Agreement”) by and between our subsidiary, Canada Cannabis Corp., and 2393245 Ontario Inc. c.o.b. Growlite Canada, made effective as of March 31, 2014, the date of the Loan. Pursuant to the Security Agreement, we have secured a portion of the Loan by obtaining from Growlite a general security interest over all of Growlite’s existing and future property, including tangible and intangible property, equipment, inventory, receivables, accounts, and the proceeds of all of the foregoing. Based on the Growlite financial statements, the Security Agreement secured approximately one-third of the entire Loan amount. Subsequent to this analysis the Company was informed that a manufacturer’s defect has been identified in Growlite’s most popular fixture that has resulted in the request for all customers to stop using the product. Given the uncertainty of the value of the remaining inventory and the financial and reputational harm Growlite will incur, the Company has determined that the collateral is likely worthless and provides very little security for the Loan and has thus chosen to write down its investment to zero and fully provide for the loan and receivable due from Growlite. The preceding description of the Security Agreement is incomplete and qualified in its entirety by reference to the complete text of the Security Agreement, which is attached hereto as an Exhibit.

Silvio Serrano is currently the owner of 55% of the ownership interest in Growlite and is Growlite’s President, CEO and sole director. Mr. Serrano also holds 6.4% of the Company’s common stock and was a Vice President of the Company and a Director until his resignation from both positions, effective November 19, 2014.

General Operating Loans from Officers, Directors, and/or Shareholders

In February 2014, John Esteireiro, a founding shareholder of Canada Cannabis Corp., advanced a short-term loan in the amount of $500,000 to Canada Cannabis Corp. to cover operational expenses. The loan was paid in full in March 2014, including interest paid in the amount of approximately $2,000. Mr. Esteireiro owns 6.4% of the Company’s common stock and is a former Director and the COO of the Company.

On May 20, 2014, Benjamin Ward advanced a short-term loan in the amount of USD $228,111 to the Company to cover expenses related to the Transfer Agreement. The loan is interest free and no formal terms were documented. However, the Company intends to repay the loan upon receipt of adequate funds to do so. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Ward owns 6.4% of the Company’s common stock and is the CEO, President and a Director of the Company.

On June 26, 2014, the Company issued a promissory note to Mr. Esteireiro for funds advanced by Mr. Esteireiro to the Company as a short term note in the amount of CAD $150,000 (USD $141,000) bearing a zero percent annual interest rate. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Esteireiro currently owns 6.4% of the Company’s common stock and is a former Chief Operating Officer and Director of the Company.

Brampton Property-Related Transactions and Loans Involving Officers, Directors, and/or Shareholders

In connection with various earnest money deposits made by the Company in relation to the acquisition of the Brampton Property, which deposits were funded in part by personal loans made to the Company by certain related parties, the Company issued the following promissory notes dated June 18, 2014:

	●	The Company issued a promissory note to Benjamin Ward in consideration of funds advanced in the approximate amount of CAD $378,000 (approximately USD $354,000), interest free, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Ward owns approximately 6.4% of the Company’s common stock and is a Director, the CEO and President of the Company.

	●	The Company issued a promissory note to John Esteireiro in consideration of funds advanced in the amount of CAD $1,050,000 (approximately USD $984,000), interest free, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Esteireiro owns approximately 6.4% of the Company’s common stock and is a former Director and COO of the Company.

●

The Company issued a promissory note to Silvio Serrano in consideration of funds advanced in the amount of CAD $75,000 (approximately USD $70,000), interest free, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof. The Company repaid the amount due under the note in full to Mr. Serrano on July 30, 2014 and the note was cancelled. Mr. Serrano owns approximately 6.4% of the Company’s common stock and was a Vice President of the Company and a Director until his resignation from both positions, effective November 19, 2014.

In connection with the acquisition of the Brampton Property in July of 2014, financing in the amount of CAD $9,400,000 (approximately USD $8.1 million) (the “Loan”) was incurred by 2264793 Ontario Inc., an affiliated company that is consolidated as a VIE (owned by several of our directors, officers, and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil) that holds title to the Brampton Property, which is secured primarily by mortgage on the Brampton Property. As the Company will be the primary benefactor of the Brampton Property, the Company makes the monthly interest only payments on the Loan in the amount of CAD $78,333 (approximately USD $73,000) each, which began on August 15, 2014. The monthly interest payments on the Loan are partially offset with rental income in the amount of approximately CAD $700,000 (approximately USD $657,000) per year from existing leases of areas of the Brampton Property not presently required for our operations. During the fiscal year ended December 31, 2014, the Company has expended amounts totaling CAD $522,917 in connection with the Loan on the Brampton Property. Mr. Ward owns 6.4% of the Company’s common stock and is the CEO, President and a Director of the Company. Mr. Esteireiro owns 6.4% of the Company’s common stock and is a former Director and COO of the Company. Mr. Serrano owns 6.4% of the Company’s common stock, and was a Vice President of the Company and a Director until his resignation from both positions, effective November 19, 2014.

In connection with the acquisition of the Brampton Property, which was funded in party by personal loans made to the Company, the Company issued the following promissory notes dated July 4, 2014:

	●	The Company issued a promissory note to Benjamin Ward in consideration of funds advanced in the amount of CAD $318,000 (approximately USD $298,000), with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Ward owns approximately 6.4% of the Company’s common stock and is a Director, the CEO and President of the Company.

●

The Company issued a promissory note to Silvio Serrano in consideration of funds advanced in the amount of CAD $144,000 (approximately USD $123,826), with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof. This promissory note remains outstanding as of the date of this Annual Report. Mr. Serrano owns approximately 6.4% of the Company’s common stock and was a Vice President of the Company and a Director until his resignation from both positions, effective November 19, 2014.

Additionally, in connection with the acquisition of the Brampton Property, the Company loaned to 2264793 Ontario Inc. the amount of CAD $4,953,160.42 (approximately USD $3,933,000) to fund a portion of the down payment on the Brampton Property (the “Down Payment Loan”). This Down Payment Loan is evidence by a promissory note that was prepared and dated December 31, 2015 made by 2264793 Ontario Inc. in favor of the Company in the amount of CAD $4,953,160.42 (approximately USD $3,933,000), bearing interest at a rate of 0%. The preceding description of the Down Payment Loan is incomplete and qualified in its entirety by reference to the complete text of the Down Payment Loan promissory note, which is attached hereto as an Exhibit.

On July 4, 2014, the Company issued a promissory note to Benjamin Ward for additional funds advanced by Mr. Ward to the Company as a short term note in the amount of CAD $214,000 (USD $196,000), payable upon sufficient capitalization of the company, bearing a zero percent interest rate. The outstanding balance of this loan was consolidated into a single note on December 15, 2014, as further described below. Mr. Ward owns approximately 6.4% of the Company’s common stock and is a Director, the CEO and President of the Company. The preceding description of the promissory note is incomplete and qualified in its entirety by reference to the complete text of the promissory note, which is attached hereto as an Exhibit.

On November 21, 2014 the Company and 2264793 Ontario Inc., an affiliated company that is consolidated as a VIE (owned by several of our directors, officers, and shareholders: Benjamin Ward, John Esteireiro, Silvio Serrano, and Scott Keevil), jointly issued a promissory note to Crimson Capital, LLC for CAD $600,000 (USD $515,940) to be used for various expenses related to the Brampton Property. The note bears a 54% per annum interest rate and matured on February 21, 2015, however the Company had the ability to extend the note on a month-by-month basis. The loan was repaid in full in June 2015. Under a referral agreement signed on November 1, 2014, Crimson Capital Investments, LLC was paid 100,000 shares of our common stock as a referral fee for arranging the financing. The fair market value at the time of grant was $300,000. This value was used to determine a relative fair market value to be ascribed between the loan and shares and resulted in $189,698 being recorded as a debt discount. The debt discount is being amortized over the original term of the note, the Company recorded an expense of $86,880 in 2014.

Ben Ward, owner of 6.4% of the Company’s common stock and a director and the CEO of the Company, owns 25% of 2264793 Ontario Inc. and serves as its Secretary. John Esteireiro, who owns 6.4% of the Company’s common stock and formerly served as a director and the COO of the Company, owns 25% of 2264793 Ontario Inc. Silvio Serrano, who owns 6.4% of the Company’s common stock and formerly served as a director and a vice-president of the Company, owns 25% of 2264793 Ontario Inc. Scott Keevil also owns 25% of 2264793 Ontario Inc. and serves as its President & CEO. Mr. Keevil owns 4.1% of the Company’s common stock.

Issuance of Company Equity to Directors

On November 10, 2014 the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Richard Wachsberg. Pursuant to the Subscription Agreement, Mr. Wachsberg paid a total purchase price of $150,000 in return for the Company issuing 100,000 shares of our common stock, 200,000 A Warrants to purchase common shares at $1.50 per share, 400,000 B Warrants to purchase common shares at $3.00 per share and, upon the exercise of no less than 10,000 of the B Warrants, the Company will issue to the investor 400,000 C Warrants to purchase common shares at $3.00 per share. Each of the warrants is exercisable for a five year period from issuance. Mr. Wachsberg was subsequently appointed to our Board of Directors and remains a Director.

Consolidation of Loans from Officers, Directors, and/or Shareholders

At various times throughout the year ended December 31, 2014, Benjamin Ward advanced amounts to the company in the form of short-term loans to help the company with operating capital as needed (each of which is described in detail above). On December 15, 2014 these notes, totaling CAD $334,869 (USD $287,953) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. This promissory note remains outstanding as of the date of this Annual Report. Mr. Ward owns approximately 6.4% of the Company’s common stock and is a Director, the CEO and President of the Company. The preceding description of the promissory note is incomplete and qualified in its entirety by reference to the complete text of the promissory note, which is attached hereto as an Exhibit.

At various times throughout the year ended December 31, 2014, John Esteireiro advanced amounts to the company in the form of short-term loans to help the company with operating capital as needed (each of which is described in detail above). On December 15, 2014 these notes, totaling CAD $1,150,000 (USD $988,885) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. This promissory note remains outstanding as of the date of this Annual Report. Mr. Esteireiro owns approximately 6.4% of the Company’s common stock and is a former Director and COO of the Company. The preceding description of the promissory note is incomplete and qualified in its entirety by reference to the complete text of the promissory note, which is attached hereto as an Exhibit.

At various times throughout the year ended December 31, 2014, Silvio Serrano advanced amounts to the company in the form of short-term loans to help the company with operating capital as needed (each of which is described in detail above). On December 15, 2014 these notes, totaling CAD $144,000 (USD $123,826) were consolidated into a one-year interest free note. The note matures December 15, 2015 but the Company may prepay the note upon receiving adequate funding. This promissory note remains outstanding as of the date of this Annual Report.

Other Transactions with Officers, Directors, and/or Shareholders

During the year, the Company paid NAC Construction, a Company owned by Peter Strang, CAD $400,000 (USD $343,960) for work performed on the Brampton property in its role as general contractor. In addition, the Company paid NAC Investments, also owned by Mr. Strang CAD $25,594 (USD $22.008) for consulting services. Mr. Strang is a Vice President and Director of the Company and owns approximately 6.4% of the Company’s common stock. Mr. Strang owns 6.4% of the Company’s common stock and serves as a director and a vice-president of the Company.

During the year, Scott Keevil incurred expenses of CAD $92,690 (USD $79,704) on behalf of CCC. These monies were primarily expense reimbursements for travel, office supplies and office rental space. At year end, the Company owed Mr. Keevil CAD $1,542 (USD $ 1,326). In addition, the Company paid Midnight Capital Corp, a Company owned by Mr. Keevil a CAD $50,000 (USD $42,995) consulting fee. At year end, the Company owed Midnight Capital CAD $88,116 (USD $75,771). Scott Keevil owns approximately 4.1% of the Company’s common stock and is a 25% owner of 2264793 Ontario Inc. (a consolidated VIE of the Company) and serves as its President & CEO.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Director Independence

While we are not at this time required to have our board comprised of a majority of “independent directors” as we are not subject to the listing requirements of any national securities exchange or association, two (2) members of our board of directors (Dale Rasmussen and Richard Wachsberg) meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Item 14.

principal accounting fees and services.

As discussed in Item 7 of Part II of this Annual Report, in connection with the Merger, the control and management of the Company was wholly changed. Additionally, following the merger, the Company dismissed the accounts engaged by prior management, Li and Company, PC (with which current management had no dealings) and appointed Hartley Moore Accountancy Corporation (“HMAC”), effective July 7, 2014. As such, current management does not have access to records confirming any of the fees billed by Li and Company, PC. Accordingly, the following table sets forth the aggregate fees billed to us by HMAC, the Company’s independent registered public accounting firm during the fiscal years ended December 31, 2014 as if the Company was a new reporting company as of Canada Cannabis Corp.’s date of inception (January 20, 2014):

	2014
Audit Fees (1)	$	107,750
Audit Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total Fees Paid to Auditor	$	107,750

(1)	Audit fees consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.
(2)	Audit-Related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under "Audit Fees".
(3)	Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.
(4)	There were no fees that were classified as All Other Fees as of the fiscal years ended December 31, 2013 and 2012.

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our independent accountants must now be approved in advance by our Audit Committee to assure that such services do not impair the accountants’ independence from us. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) which sets forth the procedures and the conditions pursuant to which services to be performed by the independent accountants are to be pre-approved. Pursuant to the Policy, certain services described in detail in the Policy may be pre-approved on an annual basis together with pre-approved maximum fee levels for such services. The services eligible for annual pre-approval consist of services that would be included under the categories of Audit Fees, Audit-Related Fees and Tax Fees in the above table as well as services for limited review of actuarial reports and calculations. If not pre-approved on an annual basis, proposed services must otherwise be separately approved prior to being performed by independent accountants. In addition, any services that receive annual pre-approval but exceed the pre-approved maximum fee level also will require separate approval by the entire Board acting as our Audit Committee prior to being performed. The Audit Committee, may delegate authority to pre-approve audit and non-audit services to any member, but may not delegate such authority to management. The tax services represent $0, or 0% of the total for audit related fees, tax fees and all other fees paid during the fiscal year ending December 31, 2014.

PART IV

Item 15.

exhibits, financial statements, and schedules.

(a)	1.	The information required by this item is included in Item 8 of Part II of this Annual Report.

	2.	The information required by this item is included in Item 8 of Part II of this Annual Report.

	3.	INDEX TO EXHIBITS

Exhibit		Description

*2.1		Merger Agreement, by and among the Company, 2418146 Ontario Inc. and Canada Cannabis Corp., entered into on May 14, 2014

*2.2		Business Transfer and Indemnity Agreement by and between the Company and Tatum L, Morita, entered into on May 14, 2014

*2.3		Articles of Amalgamation

*3.1		Certificate of Incorporation, as amended July 16, 2014

*3.2		By-laws

10.1		Form of Subscription Agreement by and among Canadian Cannabis Corp. and various accredited investors dated November 10, 2014

10.2		Promissory Note, by and among 2264793 Ontario Inc., Canadian Cannabis Corp. and Crimson Capital, LLC, entered into on November 21, 2014

10.3		Referral Agreement, by and between Canadian Cannabis Corp. and Crimson Capital Investments, LLC, entered into on November 1, 2014

10.4		Promissory Note, by and between 2264793 Ontario Inc. and Canadian Cannabis Corp., entered into on December 31, 2014

10.5		Security Agreement, by and between Canada Cannabis Corp. and 2393245 Ontario Inc. c.o.b. Growlite Canada, made effective as of March 31, 2014

*10.6		Agreement of Purchase and Sale, by and among Canada Cannabis Corp., I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd., entered into on April 1, 2014

*10.7		Extension Letter, by and among Canada Cannabis Corp., I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd., entered into on May 16, 2014

*10.8		Mortgage, by and among 2264793 Ontario Inc., Rescom Capital, C&K Mortgage Services Inc. and The Bank of Nova Scotia Trust Company, entered into on July 4, 2014

*10.9		Consulting Agreement, in the form entered into by and between Canada Cannabis Corp. and each of Benjamin Ward, John Esteireiro, Peter Strang, and Silvio Serrano, each dated January 21, 2014

*10.10		Employment Agreement, entered into by and between Canada Cannabis Corp. and Benjamin Ward, dated March 21, 2014

*10.11		Acquisition Agreement, by and among Canada Cannabis Corp., 2393245 Ontario Inc. c.o.b. Growlite Canada and Silvio Serrano, entered into on March 31, 2014

*10.12		Loan Agreement, by and between Canada Cannabis Corp. and 2393245 Ontario Inc. c.o.b. Growlite Canada, entered into on March 31, 2014

*10.13		Promissory Note, by and between Canadian Cannabis Corp. and Benjamin Ward, entered into on June 18, 2014

*10.14		Promissory Note, by and between Canadian Cannabis Corp. and John Esteireiro, entered into on June 18, 2014

*10.15		Promissory Note, by and between Canadian Cannabis Corp. and Silvio Serrano, entered into on June 18, 2014

*10.16		Promissory Note, by and between Canadian Cannabis Corp. and John Esteireiro, entered into on June 26, 2014

*10.17		Promissory Note, by and between Canadian Cannabis Corp. and Wildhaus Capital Schweiz AG, entered into on July 4, 2014

*10.18		Promissory Note, by and between Canadian Cannabis Corp. and Benjamin Ward in the principal amount of CAD $318,000, entered into on July 4, 2014

*10.19		Promissory Note, by and between Canadian Cannabis Corp. and Silvio Serrano, entered into on July 4, 2014

10.20		Promissory Note, by and between Canadian Cannabis Corp. and Benjamin Ward in the principal amount of CAD $334,869, entered into on December 15, 2014

10.21		Promissory Note, by and between Canadian Cannabis Corp. and John Esteireiro in the principal amount of CAD $1,150,000, entered into on December 15, 2014

10.22		Promissory Note, by and between Canadian Cannabis Corp. and Silvio Serrano in the principal amount of CAD $144,000, entered into on December 15, 2014

10.23		Promissory Note, by and between Canadian Cannabis Corp. and Benedetto Fuschino in the principal amount of CAD $70,000, entered into on December 15, 2014

10.24		Promissory Note, by and between Canadian Cannabis Corp. and Scott Keevil in the principal amount of CAD $89,658, entered into on December 15, 2014

†31.1		Certification of our Principal Executive Officer and Principal Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

‡32.1		Certification of our 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 Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Included in previously filed reporting documents.
†	Filed herewith
‡	Furnished herewith

(b)	Exhibits. See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.

(c)	Not applicable.

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, on October 2, 2015.

Canadian Cannabis Corp.

By:	/s/ Benjamin Ward
	Benjamin Ward
	Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Chief Accounting Officer), President and Director

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on October 2, 2015.

SIGNATURE		TITLE

/s/ Benjamin Ward		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer,
Benjamin Ward		and Principal Accounting Officer), President and Director

/s/ Peter Strang		Vice President and Director
Peter Strang

/s/ Dale Rasmussen		Director
Dale Rasmussen

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