UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

~~☒ QUARTERLY~~[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015

☐[ ] 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) 70-3324
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 ☒ [X] No ☐[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every ~~Interactive~~ 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 ☒ [X] No ☐[ ]

~~Check~~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 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 ☒[X]

~~Check whether~~If an emerging growth company, indicate by check mark if the ~~issuer~~registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). [ ~~Yes ☐ No ☒~~]

AsIndicate ofby ~~November~~check ~~12,~~mark ~~2014,~~whether ~~there~~the ~~were~~issuer ~~27,092,425~~is ~~shares~~a ofshell ~~common~~company ~~stock,~~(as ~~par~~defined ~~value~~in ~~$0.000001,~~Rule ~~issued~~12b-2 ~~and~~of ~~outstanding~~the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

As of November 9, 2018 there were 48,428,280 shares of common stock, par value $0.000001, issued and outstanding.

CANADIAN CANNABIS CORP.

FORM 10-Q

For the Period ended March 31, 2015

TABLE OF CONTENTS

		Page
	page
PART I – FINANCIAL INFORMATION
PART I – Financial Information
Item 1 Unaudited Condensed Consolidated Financial Statements		3
Item 1. Financial Statements	4
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Condensed Consolidated Financial Statements and Notes (Unaudited):	4
Item 3 Quantitative and Qualitative Disclosures About Market Risk		25
Condensed Consolidated Balance Sheets (Unaudited)	4
Item 4 Controls and Procedures		25
Condensed Consolidated Statements of Operations (Unaudited)	5
PART II – OTHER INFORMATION
Condensed Consolidated Statements of Cash Flows (Unaudited)	6
Item 1 Legal Proceedings		26
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 1A Risk Factors		26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 3 Defaults Upon Senior Securities		27
Item 4. Controls and Procedures	29
Item 4 Mine Safety Disclosures		27
PART II – Other Information
Item 5 Other Information		27
Item 1. Legal Proceedings	30
Item 6 Exhibits		28
Item 1A. Risk Factors	30
SIGNATURES		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosure	31
Item 5. Other Information	31
Item 6. Exhibits	31
Signatures	34

~~PART~~Special INote Regarding Forward-~~--FINANCIAL~~Looking ~~INFORMATION~~Statements

~~Item~~Information 1included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). ~~Financial~~This ~~Statements~~information may involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Canadian Cannabis Corp. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheet

As Of September 30, 2014

	September 30,
	2014
ASSETS
Current Assets
Cash	$	32,436
Accounts receivable		54,003
Prepaid expenses		261,931
Total Current Assets		348,370
Other Assets
Notes receivable - Growlite		2,685,300
Investment in Growlite		895,100
Buildings and equipment, net		13,395,704
Total Other Assets		16,976,104
Total Assets	$	17,324,474
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	840,004
Mortgage payable		8,413,940
Notes payable to stockholders		3,248,049
Total Current Liabilities		12,501,993
Total Liabilities		12,501,993
Commitments and Contingencies (Note 6)
Stockholders' Equity
Preferred stock, $0.000001 par value; 5,000,000 share authorized; None issued and outstanding		-
Common stock, $0.000001 par value; 95,000,000 share authorized; 27,092,425 issued and outstanding		27
Additional paid-in-capital		10,310,594
Accumulated other comprehensive income		118,333
Accumulated deficit		(5,606,473	)
Total Stockholders' Equity (Deficit)		4,822,481
Total Liabilities and Stockholders' Equity	$	17,324,474

See accompanying notes to the unaudited condensed consolidated financial statements.

~~Canadian~~PART ~~Cannabis Corp. and Subsidiaries~~I

~~Unaudited~~ITEM ~~Condensed~~1. ~~Consolidated~~Financial ~~Statement~~Statements ofand ~~Operations~~Notes

~~For~~CANADIAN ~~the~~CANNABIS ~~Three~~CORP. ~~Months~~AND ~~Ended September 30, 2014 and the Period from Inception (January 20, 2014) through September 30, 2014~~SUBSIDIARIES

				For the period from Inception
	For the three months			(January 20, 2104)
	ended			Through
	September 30,			September 30,
	2014			2014
REVENUE
Rental income	$	47,930			47,685
OPERATING EXPENSES
Consulting fees	$	1,101,664			2,352,182
Professional fees		139,548			1,928,941
General and administrative		75,474			1,174,570
Total Operating Expenses		1,316,686			5,455,693
Loss from operations		(1,268,756	)		(5,408,008	)
Other income (expense)
Interest expense		(144,096	)		(145,313	)
Interest income		1,255			1,249
Foreign currency gain (loss), net		21,439			(54,401	)
Total Other Income (Expense)		(121,402	)		(198,465	)
Net loss		(1,390,158	)		(5,606,473	)
Net income attributable to noncontrolling interests		-			-
Net loss attributable to common stockholders		(1,390,158	)		(5,606,473	)
Loss per share - Basic and Diluted	$	(0.05	)	$	(0.24	)
Weighted Average Number of Shares
Outstanding - Basic and Diluted		27,008,360			22,919,262

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to the unaudited condensed consolidated financial statements.

	March 31, 2015			December 31,2014
ASSETS
Current Assets
Cash	$	3,471		$	17,813
Total Current Assets		3,471			17,813

Other Assets
Assets of discontinued operations, net		14,875,779			15,018,962
Total Other Assets		14,875,779			15,018,962
Total Assets	$	14,879,250		$	15,036,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,031,976		$	1,384,458
Accounts payable and accrued liabilities, related parties		62,659			-
Liabilities of discontinued operations		13,366,784			10,244,970
Total Current Liabilities		14,461,419			11,629,428
Total Liabilities		14,461,419			11,629,428

Commitments and Contingencies

Stockholders’ Equity
Preferred stock, $0.000001 par value; 5,000,000 shares authorized; None issued and outstanding		-			-
Common stock, $0.000001 par value; 95,000,000 shares authorized; 29,910,165 issued and outstanding		30			30
Additional paid-in-capital		17,708,598			17,186,417
Accumulated other comprehensive income (loss)		(791,857	)		948,247
Accumulated deficit		(16,150,898	)		(14,379,305	)
Total Canadian Cannabis Corp. Stockholders’ Equity		765,873			3,755,389
Non-controlling interest in consolidated variable interest entity		(348,042	)		(348,042	)
Total Shareholders’ Equity		417,831			3,407,347
Total Liabilities and Stockholders’ Equity	$	14,879,250		$	15,036,775

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Canadian~~CANADIAN ~~Cannabis~~CANNABIS ~~Corp~~CORP. ~~and~~AND ~~Subsidiaries~~SUBSIDIARIES

~~Unaudited~~CONDENSED ~~Condensed~~CONSOLIDATED ~~Consolidated~~STATEMENTS ~~Statement~~OF ofOPERATIONS ~~Comprehensive Loss~~(Unaudited)

For the ~~Three~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~the Period from Inception (January 20,~~ 2014~~) Through September 30, 2014~~

	For the three months ended September 30, 2014			Period from Inception (January 20, 2014) Through September 30, 2014
	For the three months ended,
NET LOSS	$	(1,390,158	)	$	(5,606,473	)
	March 31, 2014			March 31, 2014
Foreign currency translation gain (loss)		228,723			118,333
OPERATING EXPENSES:
TOTAL COMPREHENSIVE LOSS	$	(1,161,435	)		(5,488,140	)
General and administrative		447,872			182,739
Total operating expenses		447,872			182,739
Loss from continued operations		(447,872	)		(182,739	)
Net loss from continued operations		(447,872	)		(182,739	)
Net loss from discontinued operations		(1,323,721	)		(797,994	)
Net loss	$	(1,771,593	)	$	(980,733	)
Basic earnings and fully diluted per common share
Continued operations	$	(0.02	)	$	(0.16	)
Discontinued operations	$	(0.04	)	$	(0.72	)
Loss per share - Basic and Diluted	$	(0.06	)	$	(0.89	)
Basic and fully diluted weighted average number of shares outstanding		29,843,749			1,107,794

~~See~~ The accompanying notes toare ~~the~~an ~~unaudited~~integral part of these condensed consolidated financial statements.

~~Canadian Cannabis~~CANADIAN ~~Corp~~CANNABIS CORP. ~~and~~AND ~~Subsidiaries~~SUBSIDIARIES

~~Unaudited~~CONDENSED ~~Condensed~~CONSOLIDATED ~~Consolidated~~STATEMENTS ~~Statement~~OF ofCASH ~~Cash~~FLOWS ~~Flows~~(Unaudited)

For the ~~Period~~three ~~from~~months ~~Inception~~ended ~~(January~~March 2031, ~~2014)~~2015 ~~Through~~and ~~September 30,~~ 2014

	Inception
	For the three months ended,
	(January 20, 2014) Through
	March 31, 2015			March 31, 2014
	September 30,
Cash flows from operating activities:
	2014
Net loss including non-controlling interests		(1,771,593	)		(4,217,422	)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Net loss	$	(5,606,473	)
Loss on investment in consolidated subsidiary
Adjustments to reconcile net loss to net cash (used in) operating activities:
Net cash flow (used in) provided by operating activities from continuing operations		(179,387	)		(9,358	)
Value of contributed services		210,312
Net cash flow (used in) provided by operating activities from discontinuing operations		143,183			1,557,455
Stock issued for services		2,315,507
Net cash (used in) provided by operating activities		(1,807,797	)		(2,669,325	)
Change in operating assets and liabilities:
Cash flows from investing activities:
Prepaid expenses		49,526
Loss on investment in consolidated subsidiary
Accounts receivable		(55,168	)
Net cash flow (used in) provided by investing activities from discontinuing operations		-			(6,492,141	)
Accounts payable and accrued liabilities		541,011
Net cash (used in) provided by investing activities		-			(6,492,141	)
Net cash (used in) operating activities		(2,545,285	)
Cash flows from financing activities:
Cash flows from investing activities:
Loss on investment in consolidated subsidiary
Investment in Growlite		(914,400	)
Net cash flow (used in) provided by financing activities from discontinuing operations		3,533,559			9,367,039
Loan to Growlite		(2,743,200	)
Net cash (used in) provided by financing activities		3,533,559			9,367,039
Investment in building, equipment and construction in progress		(4,174,780	)
Effect of exchange on cash and cash equivalents		(1,740,104	)		5,379
Net cash (used in) investing activities		(7,832,380	)
Change in cash and cash equivalents		(14,342	)		210,952
Cash flows from financing activities:
Cash and cash equivalents at beginning of period	$	17,813		$	-
Proceeds from sale of common stock		8,007,118
Cash and cash equivalents at end of period	$	3,471		$	210,952
Cash received for common stock to be issued
Supplemental disclosure of cash flow information:
Proceeds on note for building
Interest paid	$	-		$	1,951
Proceeds from notes to shareholders		2,825,859
Noncash investing and financing activities:
Repayment of notes payable to shareholders		(422,177	)
Deposits for acquisition of property funded by shareholders	$	-		$	913,100
Net cash provided by financing activities		10,410,800
Issuance of common stock for prepaid services	$	-		$	867,756
Effect of exchange on cash and cash equivalents		(699	)
Change in cash and cash equivalents		32,436
Cash and cash equivalents at beginning of period		-
Cash and cash equivalents at end of period	$	32,436
Supplemental disclosure of cash flow information:
Interest paid	$	143,339
Noncash investing and financing activities:
Accrual of prepaid insurance in accounts payable for total premium		317,104
Portion of property paid through shareholder loans		914,400
Mortgage payable obtained to purchase building	$	8,595,380

~~See~~The accompanying notes toare ~~the~~an ~~unaudited~~integral part of these condensed consolidated financial statements.

Canadian Cannabis Corp. and Subsidiaries

Notes to ~~Unaudited Condensed~~ Consolidated Financial Statements

For The ~~the~~ Three Months Ended ~~September~~March 3031, ~~2014~~ 2015 and ~~the Period from Inception January 20,~~ 2014 ~~Through~~

~~September~~The results 30for the three months ended March 31, 2015 and 2014 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial condition, results of operations, and cash flows and for the related periods presented have been made.

1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION

Nature of Operations

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.

Canada Cannabis Corp. was incorporated in the Province of Ontario, Canada on January 20, 2014. Canada Cannabis Corp. isplanned ~~planning~~ to cultivate and distribute ~~Medical~~medical ~~Marihuana~~ marijuana in Canada ~~under~~pursuant ~~regulations~~to ~~established~~a bylicense ~~Health~~which ~~Canada,~~was ~~under~~expected ato ~~new~~be ~~Commercial~~issued ~~Production~~by ~~License~~Health Canada. Canada Cannabis Corp.’s planned business iswas to cultivate Cannabis for ~~Medical~~medical ~~Marihuana~~marijuana purposes and distribute directly to patients throughout ~~Canada~~ Canada and export to international markets, where an existing framework and legislation ~~exists~~existed for ~~Medical~~medical ~~Marihuana~~marijuana. In addition, Canada Cannabis Corp. plans to provide a variety of ancillary services to the industry, including the distribution of Growlite Products, a proprietary line of horticultural lighting, distributed in the United States of America, Canada and Asia.

~~Reverse~~On May 21, 2014, the Company consummated a merger agreement (the “Merger Agreement”) with 2418146 Ontario Inc., an Ontario (Canada) corporation (“GPAY Sub”), which was 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 retained 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. Prior to the merger, 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.

OnAs a ~~May~~result ~~21,~~of ~~2014,~~ the ~~Company~~transactions ~~consummated~~effected ~~a merger~~by ~~agreement (~~the “Merger Agreement”) ~~with~~and ~~2418146~~the ~~Ontario~~Transfer ~~Inc.~~Agreement, ~~an Ontario~~ (~~Canada~~i) ~~corporation~~the ~~(“GPAY~~business ~~Sub”), which~~plan ~~is our wholly-owned subsidiary formed for purposes~~ of ~~consummating~~ the ~~Merger Agreement, and~~ former Canada Cannabis Corp., ~~Pursuant~~ to ~~the~~market ~~terms of the Merger Agreement, Canada Cannabis Corp.~~ and ~~GPAY~~manufacture ~~Sub~~medical ~~executed~~marijuana ~~and~~products ~~filed~~for ~~Articles~~sale ofin ~~Amalgamation~~Canada, ~~pursuant~~became to the ~~Ontario~~sole ~~Business~~business ~~Corporations Act to consummate the amalgamation. Pursuant to the terms~~ of the ~~Merger Agreement, the company~~ ~~resulting~~Company’s ~~from the amalgamation (“CCC-Sub”) is a~~ wholly-owned subsidiary, ofCCC, (ii) the Company ~~and~~is ~~retains~~ the ~~Canada~~parent ~~Cannabis Corp. name~~ and ~~business,~~holding ~~and~~company ~~each~~ of the ~~predecessor~~subsidiary ~~companies~~operating ~~ceased.~~company, and ~~Pursuant~~(iii) tothere ~~the~~was ~~Merger~~a ~~Agreement,~~change ~~the~~of ~~Company~~control ~~agreed~~whereby ~~to exchange~~ the ~~outstanding~~former ~~common~~shareholders ~~stock~~ of the former Canada Cannabis Corp. ~~held~~obtained byownership of ~~its~~a ~~Shareholders~~controlling ~~for~~75% ~~shares~~ownership ofinterest ~~common~~in ~~stock of~~ the Company ~~on a 1:19~~.5 ~~basis.~~On AtJuly ~~the~~16, ~~Closing~~2014, ~~there~~we ~~were~~changed ~~approximately~~our ~~19,822,635~~name ~~shares~~to ofCanadian ~~Canada~~ Cannabis Corp. ~~common~~to ~~stock outstanding,~~more ~~which~~accurately ~~were~~reflect ~~exchanged~~current ~~for~~business ~~1,016,503~~operations. ~~new~~On ~~shares~~October of3, 2014, the Company’s common ~~stock,~~shares ~~par~~had ~~value~~a forward split of $019.~~000001~~5:1 ~~per~~for ~~share.~~all Atshareholders ~~the closing~~ of ~~the~~record ~~agreement,~~on ~~Gold~~that ~~Party~~date ~~Payday,~~and ~~Inc.~~the ~~had~~Company ~~333,350~~has ~~shares~~reflected ofthat ~~common~~split ~~stock~~in ~~issued~~the ~~outstanding~~current ~~and~~share ~~no preferred stock~~count. ~~After the~~We ~~effects~~also ofchanged ~~the~~our ~~merger~~trading ~~transaction~~symbol asfrom ~~discussed~~GPAY to CCAN, ~~there~~effective ~~were~~October 115,~~349~~ 2014,~~853~~ ~~shares~~to ofreflect ~~common~~our ~~stock~~name ~~outstanding~~change.

Also on May 21, 2014 (the “Closing Date”), the Company closed a business transfer 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-Sub 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 Effective Date, (ii) paid cash consideration to Ms. Morita in the amount of USD $361,650, and (iii) agreed to, jointly and severally with CCC-Sub, 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~~The ~~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~~intended ~~subsidiary of the same name, CCC-Sub, (ii) the Company’s sole business is now~~ to ~~invest in~~pursue ~~and~~a ~~support the~~ business ofplan ~~its subsidiary, CCC-Sub, and (iii) there was a change~~ of ~~control~~operating ~~whereby~~under the ~~former~~newly ~~shareholders of~~effective ~~Canada~~Marihuana ~~Cannabis~~for ~~Corp.~~Medical ~~obtained~~Purposes aRegulation ~~controlling 75% ownership interest in~~ (the ~~Company as of the date of the Merger Agreement. The~~ ~~merger~~“MMPR”) ~~completed is being accounted for as a reverse merger and recapitalization in which Canada Cannabis Corp. is deemed~~ to ~~be the~~manufacture ~~accounting acquirer. Consequently, the assets~~ and ~~liabilities~~market ~~and~~medical ~~the~~marijuana ~~operations~~products ~~that will be reflected~~ in ~~the historical financial statements prior the merger will be those of~~ Canada ~~Cannabis Corp.~~ and ~~will~~internationally, beas ~~recorded~~permitted atby ~~the historical cost basis of Canada~~local ~~Cannabis Corp~~laws., ~~and~~The ~~the~~Company’s ~~consolidated~~former ~~financial~~management ~~statements~~raised ~~subsequent~~a tosignificant ~~completion~~amount of ~~the~~capital ~~merger~~through ~~include~~private ~~the~~placements ~~assets and liabilities~~ of equity ~~the Company~~ and ~~Canada Cannabis Corp.,~~ debt and ~~the~~set ~~operations~~out ofto ~~the~~establish ~~combined Company from~~ the ~~closing~~business ~~date of the merger. The Company did not recognize goodwill or any intangible assets~~ in ~~connection~~preparation ~~with~~for ~~the~~commencing ~~transaction.~~full ~~The historical consolidated financial statements include the~~ operations ofin the ~~accounting acquirer for all periods presented. The Company has retroactively restated the common~~production ~~shares outstanding~~ and ~~weighted~~supply ~~average~~of ~~shares~~medical ~~outstanding~~marijuana ~~pursuant~~in toaccordance 1)with ~~the~~our ~~reverse~~business ~~merger~~plan ~~share~~following ~~exchange~~licensure ~~ratio~~by ofHealth ~~1:19.5 and 2) the subsequent forward split of 19.5:1. On October 3~~Canada, ~~2014~~ the ~~Company’s~~Canadian ~~common shares had a forward split of 19.5:1 for~~government ~~all~~agency ~~shareholders~~charged ofwith ~~record~~enforcing ~~on that date and~~ the ~~Company has reflected that split in the current share count~~MMPR.

~~2. SUMMARY~~On OFApril ~~SIGNIFICANT~~3, ~~ACCOUNTING~~2014, ~~POLICIES~~the Company submitted to Health Canada an application to obtain an initial license to produce and supply medical marijuana under the MMPR and began to identify suitable properties to acquire for the purpose of establishing a large scale grow operation.

~~The~~On July ~~financial~~4, ~~statements~~2014, ~~include~~the Company closed on the ~~results~~ acquisition of real ~~the~~property, ~~Company~~including ~~from~~an ~~inception~~approximately on312,500 ~~January~~square 20foot industrial building, ~~2014~~located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) through ~~September~~our 30consolidated VIE, ~~2014~~2264793 Ontario Inc., ~~This~~for ~~summary~~a total consideration of ~~significant~~CAD ~~accounting~~$13,885,000 ~~policies~~(approximately ~~is presented~~USD to$13.0 ~~assist~~million), which included the final ~~reader~~adjusted inpurchase ~~understanding~~price ~~and~~of ~~evaluating~~CAD ~~the~~$13,421,000 ~~Company’s~~(approximately ~~financial~~USD ~~statements~~$12.6 ~~The~~million) ~~financial~~and ~~statements~~ land transfer taxes and ~~notes~~related ~~are~~surcharges totaling ~~representations~~CAD $464,000 (approximately USD $400,000). In connection with the acquisition of the ~~Company’s~~Brampton ~~management~~Property, ~~which~~we isincurred ~~responsible~~financing in ~~for~~the ~~their~~amount ~~integrity~~of ~~and~~CAD ~~objectivity~~$9,400,000 (approximately USD $8.8 ~~These~~million) (the “Loan”) through 2264793 Ontario Inc., which ~~accounting~~is ~~policies~~secured ~~conform~~primarily toby ~~generally~~mortgage ~~accepted~~on ~~accounting~~the ~~principles~~Brampton ~~and~~Property. ~~have~~2264793 ~~been~~Ontario ~~consistently~~Inc. ~~applied~~was required to make monthly interest only payments on the Loan in the ~~preparation~~amount of CAD $78,333 (approximately USD $73,000). A portion of the building had existing leases which provided some cash flow to the ~~financial~~Company ~~statements~~while it worked on the MMPR license approval which partially offset the monthly interest payments on the Loan.

~~Basis~~While the ofCompany ~~Presentation~~waited for its MMPR license application to be processed, it began renovations to the Brampton property to begin to prepare for a large scale grow operation. In addition the Company acquired a 45% stake 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 accompanying unaudited condensed consolidated~~In ~~financial~~the ~~statements,~~course ~~have~~of ~~been~~the ~~prepared~~Company’s inaudit ~~accordance with generally accepted accounting principles~~ for ~~interim financial information and with~~ the ~~instructions~~year toended ~~Form~~December ~~10-Q~~31, ~~and Article 8 of Regulation S-X. Accordingly~~2014, ~~they~~the doCompany’s ~~not~~management ~~include~~at ~~all of~~ the ~~information~~time reviewed ~~and~~this ~~footnotes~~investment ~~required by generally accepted accounting principles~~ for ~~complete~~impairment ~~financial statements~~ and ~~should~~had bemade ~~read~~the indetermination ~~conjunction with~~ the ~~audited~~due ~~consolidated~~to ~~financial~~unfavorable ~~statements~~changes ~~and~~in ~~related~~the ~~footnotes~~market ~~included in~~ the Company’s ~~Form~~would ~~8-K/A, filed with~~write the ~~Commission~~investment ondown ~~June~~to 12$800,000 ~~2014.~~which Itapproximated isthe ~~management’s~~carrying ~~opinion,~~value ~~however,~~of ~~that~~Growlite’s ~~all~~inventory ~~material~~at ~~adjustments~~December ~~(consisting~~31, of2014. ~~normal~~Subsequent ~~recurring~~to ~~adjustments),~~this ~~have~~analysis ~~been~~the ~~made~~Company ~~which~~was ~~are~~informed ~~necessary~~that ~~for~~ a ~~fair~~manufacturer’s ~~financial~~defect ~~statements~~has ~~presentation.~~been ~~The~~identified ~~financial~~in ~~statements include~~Growlite’s ~~all~~most ~~adjustments~~popular fixture ~~(consisting~~that ofresulted ~~normal~~in ~~recurring accruals) necessary to make~~ the ~~financial~~request ~~statements~~for ~~not~~all ~~misleading~~customers ~~as required~~to bystop ~~Regulation~~using ~~S-X,~~the ~~Rule 10-01~~product. ~~Operating~~Given ~~results for~~ the ~~three~~uncertainty ~~months~~of ~~ended~~the ~~September~~value ~~30,~~of ~~2014 and for~~ the ~~period from~~remaining ~~inception~~inventory ~~(January~~and ~~20, 2014) through September 30, 2014 are not necessarily indicative of~~ the ~~results~~financial ofand ~~operations~~reputational ~~for~~harm ~~the~~Growlite ~~year ending~~would ~~December 31~~incur, ~~2014. As~~ the Company's ~~Inception~~chose ~~date~~to iswrite ~~January~~down ~~20,~~its ~~2014,~~investment ~~there~~to ~~are no comparative condensed consolidated~~zero ~~balance~~and ~~sheet~~fully ~~presented~~provide ~~for~~a ~~December~~reserve ~~31,~~against ~~2013~~the orloan ~~condensed~~and ~~consolidated~~receivable ~~statement~~due offrom ~~operations~~Growlite orduring ~~cash flows for~~ the ~~three~~period ~~and nine month periods~~ ended ~~September~~December 3031, 2014.

~~The~~In 2015 ~~accompanying~~the ~~financial~~Company ~~statements have~~had ~~been~~begun ~~prepared~~renovations inon ~~accordance~~the ~~with~~Brampton ~~generally~~property ~~accepted~~and ~~accounting~~ultimately ~~principles~~received innotice ~~the~~that ~~United~~it ~~States~~would ofnot ~~America~~be approved ~~(“U.S.~~for ~~GAAP”) applicable~~the toMMPR alicense ~~going~~from ~~concern,~~Health ~~which~~Canada. ~~contemplates~~At ~~the~~this ~~realization~~time, ofin ~~assets~~addition ~~and~~to the ~~satisfaction~~CAD of9,400,000 ~~liabilities~~first inmortgage the ~~normal course~~Company ofhad ~~business.~~on ~~The~~the ~~Company~~building, ~~incurred~~it ahad ~~net~~also ~~loss~~taken ofa ~~USD~~CAD $52,~~606~~300,~~473~~000 ~~for~~second ~~the~~mortgage ~~period~~on ~~from~~the ~~inception~~building ~~(January~~and ~~20,~~an ~~2014)~~additional ~~through~~CAD ~~September 30~~$2,000,000 ~~2014.~~in ~~The~~loans from ~~Company~~Avonlea-Drewry ~~has~~Holdings ~~not~~Inc. ~~yet~~(“ADH”) ~~established~~and acertain ~~stable~~related ~~ongoing~~parties ~~source~~ of ~~revenues~~ADH ~~sufficient~~(together towith ~~cover~~ADH, ~~its~~the ~~operating~~“ADH ~~costs and allow~~Group”) itwhich towere ~~continue~~secured asby athe ~~going concern~~building. The ~~continuation of the~~ Company asbegan ato ~~going~~market ~~concern~~the isbuilding ~~dependent~~for ~~upon~~sale ~~the~~in ~~continued~~mid-2015 ~~financial support~~and ~~from~~was ~~its~~able ~~shareholders,~~to ~~the~~sell ~~ability of~~ the ~~Company~~property in toJanuary ~~obtain~~2016 ~~necessary~~for ~~financing~~CAD ~~to continue operations~~$15,500,000, ~~and~~which ~~the~~after ~~attainment of~~accounting ~~profitable~~for ~~operations.~~all ~~The~~accrued ~~Company~~fees ~~has~~was ~~total~~enough ~~stockholders’~~to ~~equity~~satisfy ofall ~~USD~~but approximately CAD $4254,~~822,481.~~000 ~~The~~of ~~accompanying~~the ~~consolidated~~debt ~~financial statements~~on dothe ~~not~~building ~~include any adjustments~~ to ~~reflect~~ the ~~recoverability~~ADH ~~and~~Group. ~~classification~~The ofCompany ~~recorded~~subsequently ~~asset~~entered ~~amounts~~into ~~and~~a ~~classification of~~forbearance ~~liabilities~~agreement ~~that~~with ~~might~~the ADH beGroup ~~necessary~~with ~~should~~regard to the ~~Company~~balance beowed ~~unable~~that toincluded ~~continue~~an asagreement for a ~~going~~consulting ~~concern.~~agreement ~~Operating~~with ~~results~~ADH for ~~the~~CAD ~~period~~$1,000,000 and ~~from~~a ~~inception~~forbearance ~~(January~~fee 20of CAD $250,000. ~~2014)~~ADH ~~through~~and ~~September~~its ~~30,~~affiliates ~~2014~~own ~~are~~3,750.000 ~~not~~shares, ~~necessarily~~approximately ~~indicative~~8%, of the ~~results~~Company’s ~~of operations for a~~common ~~full year~~stock.

During 2015 and 2016, the Company pursued a number of merger and acquisition candidates with various companies in the Canadian cannabis space and signed several letters of intent to acquire companies with existing MMPR licenses, but was unable to bring any of the transactions to completion. At the same time, the Company formed a wholly owned subsidiary called The Clinic Network (“TCN”). TCN was formed as a network of medical clinics across Canada to offer multidisciplinary therapies for patients that suffer from chronic pain, rheumatoid conditions. TCN was to provide patients with access to the latest medical advancements as well as pharmaceutical and cannabis-related therapies.

In August 2016, Benjamin Ward, the Company’s CEO and Director resigned. Scott Keevil, an existing shareholder, was appointed as the new CEO and Director and tasked with restructuring the Company’s debt, raising additional capital and acquiring additional business in order to restore shareholder value.

Negotiations to settle the debts owed to the ADH Group began in late 2016 and a settlement agreement was reached in March 2017, which was later revised in March 2018. Under the terms of the agreement the Company assigned the assets of TCN to ADH, agreed to make certain payments for expenses incurred in relation to its business and the settlement agreement with the ADH Group, close a private placement financing and listing transaction satisfactory to ADH and take steps to bring the Company’s SEC filings current. In exchange and upon completion of the Company’s requirements under the agreement, the ADH Group will execute a termination and release agreement, terminating the various agreements among the various ADH parties and the Company, and acknowledging that all of the debt owed to the ADH Group are satisfied in full, and releasing the Company and its parties from their obligations under the various agreements and any related claims which the ADH Group may have against the Company and its related parties. In addition, ADH transferred the assets of TCN to a related party and delivered 1,750,000 shares of Cura-Can Health Corp (“Cura-Can”), valued and CAD $1.00 per share, into an escrow account to satisfy the Company’s obligations under the settlement agreement. The shares will be sold to fund the items required to be paid by the Company under the settlement agreement. It is anticipated that by the time that all of the Company’s obligations have been met, all of the shares of Cura-Can will have been liquidated.

Once completed, the settlement agreement with the ADH Group will provide a clean slate for the Company to pursue new business opportunities with the intent of restoring shareholder value.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of USD $16,150,898 for the period from inception (January 20, 2014) through March 31, 2015. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company has total shareholders’ equity of USD $417,831. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements include the results of the Company from inception on January 20, 2014 through December 31, 2014 and for the quarter ended March 31, 2015. 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.

Variable Interest Entities

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.

The Company 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 primary beneficiary of these entities. While the Company believes it is not the primary beneficiary of Growlite Canada, it believes 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”9

The Company has assessed its investment in Growlite Canada and its relationship with 2264793 Ontario Inc. with regard to whether it is the primary beneficiary of these entities. While the Company believes it is not the primary beneficiary of Growlite Canada, it believes that it is in fact the primary beneficiary of 2264793 Ontario, Inc. and accordingly, consolidates the entity in its Condensed Consolidated Financial Statements. See “Principles of Consolidation”

Principles of Consolidation

The accompanying condensed consolidated financial 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.

The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined. ~~The~~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 Condensed Consolidated Financial Statements. See “Variable Interest Entities”.

~~Use~~Property and ~~of Estimates~~Equipment

~~The preparation of financial statements in~~Building ~~conformity with U.S. GAAP requires management to make estimates~~ and ~~assumptions~~land ~~that~~are ~~affect~~stated ~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities~~ at ~~the~~cost ~~date~~less ofaccumulated ~~the financial statements and the reported amounts of revenues and expenses during the reporting period~~depreciation. ~~The~~Depreciation ~~Company~~is ~~bases~~computed ~~its~~by ~~estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under~~ the ~~circumstances,~~straight-line ~~the~~method ~~results~~over ~~of which form~~ the ~~basis for making~~estimated ~~judgments~~useful ~~about~~lives ~~the carrying values~~ of ~~assets and liabilities and~~ the ~~accrual~~relevant of costs and expenses that are not readily apparent from other sources. Actual results could differ from those estimates. To the extent there are material differences between the estimates and the actual resultsasset, ~~future~~generally ~~results~~20 ~~of operations will be affected~~years.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company holds cash balances in both U.S. Dollars (USD) and Canadian Dollars (CAD) and places its cash equivalents with high credit quality financial institutions. All amounts in as deposits are insured up to CAD $100,000 by the Canadian Deposit and Insurance Corporation (CDIC), with Bank of Montreal (BMO) as a Member Institution. As of ~~September~~March 3031, ~~2014~~2015 the Company’s cash balances held at Canadian banks was approximately CAD $364,~~000.~~408 ~~There~~(USD ~~were no balances in excess of the insured amounts~~$3,471).

Income tax

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 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 assets and liabilities and their tax 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.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax 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 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.

Fair Value Measurements

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 - 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.

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.

Level 3 - Significant inputs 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.

Our financial instruments consist of cash, accounts payables and accrued expenses. The carrying values of cash, accounts payables and accrued expenses approximate their fair value due to their short maturities.

Long-Lived 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~~There ~~September 30, 2014, the Company had not experienced impairment losses on its long-lived assets. However, there~~ can be no assurances that demand for the Company’s products or services, which could result in an impairment of long-lived assets in the future.

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

Issuances of the Company’s common stock for acquiring goods or services are measured at the fair value of the consideration 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 sufficiently large disincentive for non-performance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during the 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.

Revenue recognition

Revenue is expected to be recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured. 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 ~~three month~~ period ~~ended September 30, 2014, or for the period~~ from inception (January 20, 2014) through March ~~September 30~~31, ~~2014~~2015.

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 ($~~228~~791,~~723~~857) ~~and USD $118,333~~ for the ~~three month periods ended September 30, 2014 and the~~ period from inception (January 20, 2014) through March ~~September 30~~31, ~~2014, respectively~~2015.

As of ~~September~~March 3031, ~~2014~~2015, the exchange rate ~~was~~is CAD 1.~~1172~~7874 per U.S. Dollar. The average exchange rate for the ~~three~~quarter ~~month periods~~ ended ~~September~~March 3031, ~~2014 and the period~~2015 ~~from~~is ~~inception (January 20, 2014) through September 30, 2014 was~~ CAD 1.~~0880 and CAD 1~~8052.~~0936, respectively.~~

Comprehensive Income (Loss)

~~Income~~Comprehensive income (loss) is defined as all changes in ~~stockholders'~~ shareholders’ 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 accumulated other comprehensive loss of USD $1791,~~161,435~~857 ~~and USD $5,488,140~~ for the ~~three month periods ended September 30, 2014 and the~~ period from inception (January 20, 2014) through ~~September~~March 3031, ~~2014, respectively~~2015.

~~Net income~~ Earnings (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 ~~three month~~ period ~~ended September 30, 2014 and the period~~ from inception (January 20, 2014) through ~~September~~December 3031, 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.

Business Segments

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

Recently Issued Accounting Standards

OnIn May ~~June 10,~~ 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~2014-10, Development Stage Entities~~ (~~Topic 915~~“ASU”)~~: Elimination of Certain~~ ~~Financial Reporting Requirements~~2014-09, ~~Including~~which ancreated ~~Amendment~~a tonew ~~Variable~~topic ~~Interest~~in ~~Entities~~the ~~Guidance~~Accounting inStandards ~~Topic~~Codification ~~810, Consolidation~~ (“~~ASU 2014-10~~ASC”). ~~ASU~~606, ~~2014-10~~“Revenue ~~eliminates~~from ~~the~~Contracts with ~~requirement~~Customers.” toIn ~~present~~addition ~~inception-~~to~~-date~~ ~~information~~superseding ~~about~~and ~~income~~replacing ~~statement line~~nearly ~~items,~~all ~~cash~~existing ~~flows,~~U.S. ~~and~~GAAP ~~equity~~revenue ~~transactions~~recognition guidance, ~~and~~including industry-specific ~~clarifies~~guidance, ~~how~~ASC ~~entities~~606 ~~should~~requires ~~disclose~~an ~~the~~entity ~~risks~~to ~~and~~recognize ~~uncertainties~~revenue ~~related to~~in ~~their~~a ~~activities.~~manner ~~ASU~~that ~~2014-10~~depicts ~~also~~the ~~eliminates~~transfer anof ~~exception~~promised goods ~~provided~~or byservices ~~development~~to ~~stage~~customers ~~entities~~ in ~~Consolidations (ASC Topic 810) for determining whether~~ an ~~entity~~amount isthat areflects ~~variable~~the ~~interest~~consideration ~~entity~~to onwhich the ~~basis~~entity ofexpects ~~the~~to ~~amount~~be ofentitled ~~investment~~in ~~equity~~exchange for ~~that~~those isgoods ~~at risk~~or services. The ~~presentation~~standard ~~and~~also ~~disclosure~~specifies ~~requirements~~the inaccounting ~~Topic~~of ~~915~~some ~~are~~costs noto ~~longer~~obtain ~~required~~or ~~for~~fulfill ~~interim~~a ~~and~~contract ~~annual~~with ~~reporting~~a ~~periods~~customer ~~beginning~~and ~~after~~expands ~~December~~the ~~15,~~disclosure ~~2014,~~requirements ~~however,~~around ~~early~~contracts ~~adoption~~with ~~is permitted~~customers. The Company ~~adopted~~will adopt the ~~provisions~~standard ofbeginning ~~ASU 2014-10 for~~October ~~this~~1, ~~quarterly~~2018 ~~report~~using ~~on Form 10-Q for~~ the ~~period~~modified ~~ended~~retrospective ~~September 30, 2014~~method.

In February ~~August 2014~~2016, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting~~ASU ~~Standards~~2016-02, ~~Update~~“Leases (~~“ASU”)~~ASC ~~2014-15~~842),” ~~Presentation~~which ofwill ~~Financial~~require that a lessee recognize assets ~~Statements~~and -liabilities ~~Going~~on ~~Concern~~the .balance ~~The~~sheet ~~new~~for ~~standard~~all ~~required~~leases ~~management~~with ofa ~~public~~lease ~~and~~term ~~private~~of ~~companies~~more tothan ~~evaluate~~twelve ~~whether~~months, ~~there~~with ~~is substantial~~the ~~doubt~~result ~~about~~being the ~~entity’s~~recognition of ~~ability~~a toright ~~continue~~of asuse asset and a ~~going~~lease ~~concern~~liability. ~~and~~Additionally, ifin soJuly 2018, ~~disclose~~the ~~that~~FASB ~~fact.~~issued ~~Management~~ASU ~~will~~2018-10, “Codification Improvements ~~also~~to beASC ~~required~~842, Leases” which provides narrow amendments to ~~evaluate~~clarify ~~and~~how ~~disclose~~to ~~whether~~apply ~~its~~certain ~~plans~~aspects ~~alleviate~~of ~~that~~the ~~doubt.~~new leases standard. The new leases standard guidance is effective for ~~annual~~the ~~periods ending~~Company ~~after~~for ~~December~~annual ~~15,~~reporting ~~2016~~periods, ~~and~~including interim periods ~~within annual periods~~ therein, beginning ~~after~~October ~~December~~1, 152019, ~~2016.~~with ~~Early~~early adoption is permitted. WeThe doCompany ~~not~~is ~~expect~~currently evaluating the ~~adoption~~impact of ~~the~~adopting ~~ASU~~this ~~to have a significant impact~~ standard on ~~our~~its consolidated financial statements and disclosures.

In August ~~May 2014~~2016, the “FASB” issued ASU ~~2014~~2016-~~09 Revenue from Contracts with Customers~~15, ~~which~~“Statement ~~will~~of ~~supersede~~Cash ~~nearly~~Flows—Classification ~~all~~of ~~existing~~Certain ~~revenue~~Cash ~~recognition~~Receipts ~~guidance under~~and ~~U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods~~Cash orPayments,” ~~services~~which toclarifies ~~customers~~existing inguidance anrelated ~~amount that reflects the consideration~~ to ~~which~~accounting ~~the company expects to be entitled in exchange~~ for ~~those~~ ~~goods~~cash orreceipts ~~services.~~and Wecash ~~are~~payments ~~carefully~~and ~~evaluating our existing revenue recognition practices to determine whether any contracts~~classification inon the ~~scope~~statement of ~~the~~cash ~~guidance will be affected by the new requirements~~flows. ~~The~~This ~~effects~~guidance ~~may~~is ~~include~~effective ~~identifying~~for ~~performance~~fiscal ~~obligations in existing arrangements~~years, ~~determining the transaction price~~ and ~~allocating~~interim ~~the~~periods ~~transaction~~within ~~price~~those ~~to each separate performance obligation. We will also establish practices to determine when a performance obligation has been satisfied~~years, ~~and recognize revenue in accordance~~beginning ~~with~~after ~~the~~December ~~new requirements. The new standard is effective for us on January 1~~15, 2017., ~~Early~~with early adoption ~~is not~~ permitted. The ~~standard allows~~Company ~~for~~elected ~~either~~to ~~“full~~early ~~retrospective”~~adopt ~~adoption,~~this ~~meaning the~~ standard isin ~~applied~~the tofourth ~~all~~ quarter of ~~the~~fiscal ~~periods~~2017. ~~presented,~~The ~~or “modified retrospective”~~ adoption, ~~meaning~~of ~~the~~this standard isdid ~~applied~~not ~~only~~have toa ~~the~~material ~~most~~impact ~~current~~on ~~period~~its ~~presented~~consolidated instatement ~~the financial~~of ~~statements.~~cash ~~We are currently evaluating the transition method that will be elected~~flows.

WeIn May ~~have~~2017, ~~reviewed~~the ~~all~~FASB ~~recently~~ issued ASU 2017-09, ~~but~~“Compensation—Stock ~~not yet~~Compensation ~~effective~~(ASC 718): Scope of Modification Accounting,” which ~~accounting~~provides ~~pronouncements~~clarity ~~and~~on dowhich ~~not~~changes ~~believe~~to the ~~future~~terms ~~adoption~~or conditions of ~~any~~share-based ~~such~~payment ~~pronouncements~~awards ~~may~~require bean ~~expected~~entity to ~~cause~~apply the amodification ~~material~~accounting ~~impact~~provisions onrequired ~~our~~in ASC 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial ~~condition~~statements have ornot ~~the~~yet ~~results~~been issued. The adoption of this standard is not expected to have a material impact on our ~~operations~~consolidated financial statements.

3In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (ASC 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the “Act”) into retained earnings. ~~BUSINESS~~ The guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded ~~FORMATION~~tax effects resulting from the Act’s new federal corporate income tax rate. The guidance also allows entities to elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes, changing from a worldwide tax system to a territorial system). Tax effects that are stranded in accumulated other comprehensive income for other reasons (e.g., prior changes in tax law, a change in valuation allowance) may not be reclassified. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Entities have the option to apply the guidance retrospectively or in the period of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

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;

●In March ~~Benjamin~~2018, ~~Ward~~the FASB issued ASU 2018-05, “Income Taxes (ASC 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was ~~appointed~~effective immediately. asThe aSEC ~~director~~issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the ~~President~~period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and ~~CEO~~Jobs Act are incomplete by the due date of the ~~Company~~financial ~~effective~~statements ~~May~~and 20if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, ~~2014;~~on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our consolidated financial statements. Refer to Note 13, “Income Taxes,” for further information.

●3. NOTES ~~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;~~PAYABLE

●Notes Payable ~~Peter~~to ~~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;~~Shareholders

●At various ~~Silvio~~times ~~Serrano~~throughout ~~was~~the ~~appointed~~year asended aDecember ~~Vice-President~~31, of2014 and the ~~Company~~quarter ~~effective~~ended ~~May~~March 2031, ~~2014~~2015, our former CEO and ~~was~~shareholder advanced ~~appointed~~amounts asto athe ~~director~~Company in the form of short-term loans to help the Company ~~effective~~with ~~June~~operating 10capital as needed. All notes have expired and are in default. The current amount due as of March 31, ~~2014;~~2015 is CAD $433,569, (USD $341,393).

●At various ~~Dale~~times ~~Rasmussen~~throughout ~~was~~the ~~appointed~~year asended December 31, 2014 and the quarter ended March 31, 2015, a ~~director~~shareholder advanced amounts to the company in the form of short-term loans to help the ~~Company~~company ~~effective~~with ~~June~~operating 10capital 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. The current amount due as of March 31, 2015 is CAD $1,100,000, (USD $866,142).

4On 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 $472,441) to be used for various expenses related to our Brampton property. ~~PREPAID~~ The note ~~EXPENSES~~bears a 54% per annum interest rate and matured on February 21, 2015, however the Company has the ability to extend the note on a month-by-month basis. The total interest accrued as of March 31, 2015 was CAD$114,509.

Prepaid expenses are summarized as follows (in USD):

	September 30, 2014
Prepaid Insurance		258,400
Prepaid Legal		2,298
Prepaid Other		1,233
		261,931

5. INVESTMENT IN GROWLITE

On March 31, 2014, the Company entered into an agreement to acquire 45% equity interest in Growlite Canada for total consideration of CAD $4 million, consisting of a CAD $1 million (approximately USD $900,000) cash investment and 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 in Note 10. The Company expects to account 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.

The Company has estimated that the investee had net income for the three months ended September 30, 2014, and utilizing the equity method would be able to record an increase in the investment value as a result, however the Company has opted to defer recording any share of income until reliable information to support this net income is available.

6. COMMITMENTS AND CONTINGENCIES

Operating Leases and Long term Contracts

The Company rents 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 $6,300 and CAD $18,900 (USD $5,800 and USD $17,250) for the lease of our corporate offices at this location for the three and nine month periods ended September 30, 2014, respectively. The Company has canceled this lease and the last rent payment will be due September 30, 2014.

~~The Company has installed temporary office~~Convertible trailers on the premises of its recently acquired property located at 100 Rutherford Road South, Brampton, Ontario, Canada L6W 2J2 for use during renovation of the building on the same premises. There are two office trailers installed at the premises, each measuring 60’ x 12’, for a total area of 1,440 square feet. The trailers are rented from Miller Trailers for a total monthly cost of CAD $3,583 (approximately USD $3,400).Notes

~~Consulting~~On May 24, 2014, the Company issued a convertible promissory note for USD $100,000 to an investor which has an interest rate of 10% per annum and ~~Professional~~matures ~~Services~~on December 31, 2015. Under the terms of the agreement, the note is convertible into common shares of the Company at the option of the Holder at a conversion rate of USD $3.00 per share.

~~The Company has entered into consulting~~In ~~and~~March ~~professional services agreements with five parties who are also founding shareholders. Each contract has an indefinite term and requires payment of CAD $10~~2015,~~000~~ ~~per month, to be paid in advance of~~ the ~~month~~Company ofissued ~~service.~~two ~~The~~separate ~~cumulative~~convertible ~~effect~~promissory ofnotes, ~~these~~each ~~agreements is~~for a CAD $50,000 ~~(approximately~~to ~~USD~~two ~~$47,000)~~separate ~~per month commitment for professional services~~investors. ~~During the three months ended September~~ ~~30,~~Each ~~2014 and in subsequent periods to date, these parties have agreed to forego a portion~~ of the ~~payments~~notes ~~due~~carried ~~under~~an ~~these~~interest ~~contracts, in~~rate ~~the cumulative amount~~ of ~~CAD~~10% ~~$230,000~~per ~~(approximately~~annum ~~USD $211,000). These amounts have been recorded as contributed services of CAD $150,00 for the three months ended September 30, 2014~~ and ~~CAD~~matures ~~$230,000~~on ~~the~~December ~~period from inception (January 20~~31, ~~2014) through September 30, 2014~~2016. ~~For~~Under the ~~three month period ended September 30~~agreements, ~~2014 and the period from inception (January 20, 2014) through~~each ~~September~~of ~~30, 2014,~~ the ~~Company~~notes ~~has~~are ~~recognized~~convertible ~~CAD~~into ~~$150,000~~common ~~and~~shares ~~CAD $450,000 (approximately USD $140,000 and USD $414,000)~~ of ~~expense~~ ~~related to these 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~~at the ~~termination~~option of ~~one of these contracts, it may be required to pay~~ the ~~respective~~Holders ~~consultant~~at ~~the equivalent of~~ a ~~year~~conversion rate of ~~service, or~~ CAD $~~120,000 (approximately~~2.00 ~~USD~~per ~~$112,000), upon termination~~share.

~~Employment~~4. STOCK ~~Agreement~~HOLDERS’ EQUITY

On March 21, 2014, the Company entered into an employment agreement with one of the five parties discussed above. 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, this individual continues in his role as CEO with a salary of CAD $120,000 (approximately USD $112,000) per year, in addition to being eligible to earn achievement based bonuses. 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 August 16, 2014, the Company entered into an employment agreement with Shakar Labib Stefan, PhD. to become the full time Quality Assurance Manager for the Company. Dr. Stefan holds a post graduate diploma in pharmaceutical quality control and a doctor of philosophy in chemistry from Ain Shams University in Cairo, Egypt. Since 2006, Dr. Stefan has worked as a researcher at York University in Toronto, Canada, and Quality Compliance Laboratories in Markham, Canada. Dr. Stefan has received a signing bonus of CAD $5,000 (approximately USD $4,550) and an annual salary of CAD $60,000 (approximately USD $54,664).

Legal

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

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

OnPrior management ~~January~~conducted ~~20, 2014,~~ the ~~Company~~following ~~issued 16,471,163~~private ~~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).~~placements:

~~Between~~ On January 219, ~~2014 and February 1~~2015, ~~2014,~~ the Company issued ~~404~~75,~~976~~000 shares of its common stock for cash consideration of CAD $12.00 per share, for a total of approximately CAD $~~405~~150,000 (USD $~~367~~127,~~000~~500).

~~Between~~On January ~~February 2~~12, ~~2014 and February 14~~2015, ~~2014,~~ the Company issued ~~an additional 223~~10,~~509~~000 shares of its common stock for cash consideration of ~~CAD~~USD $23.00 per share, for a total of approximately CAD $~~447~~35,~~000~~300 (USD $~~403~~30,000).

On January ~~February 11~~30, ~~2014~~2015, the Company issued 10 40,000 shares of its common stock for cash consideration of CAD $12.1050 per share, for a total of approximately CAD $11100,000 (USD $979,~~900~~000). As part of the transaction, the investor also received a two-year warrant to purchase an additional 40,000 shares of the Company’s common stock at USD $3.00 per share.

~~Prior~~On February to8, ~~June 30~~2015, ~~2014~~ the Company issued an ~~additional 2~~40,~~184,605~~000 shares of its common stock for cash consideration of ~~USD~~CAD $32.0050 per share for a total of approximately CAD $100,000 (USD $80,000). As part of the transaction, the investor also received a five-year warrant to purchase an additional 40,000 shares of the Company’s common stock at USD $62.550 ~~million~~per share.

~~During~~On March ~~the~~5, ~~three months ended September 30~~2015, ~~2014,~~ the Company ~~sold~~issued ~~an additional 382~~8,~~400~~000 shares of its common stock for cash consideration of USD $3.00 per share, orfor ~~approximately~~a total of approximately CAD $30,350 (USD $124,000).~~15 million.~~

~~Noncash~~On March ~~Equity~~10, ~~Transactions~~ 2015 the Company issued 18,333 shares of its common stock for cash consideration of CAD $3.00 per share for a total of approximately CAD $55,000 (USD $43,450).

In On March ~~2014~~31, 2015 the Company issued ~~150~~15,000 shares of its common stock ~~to TDM Financial~~ for ~~services~~cash toconsideration ~~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 $13.00 per share ~~(USD~~ ~~$0.91 per share),~~ for a total of approximately ~~USD~~CAD $~~137~~45,~~160.~~000 ~~The~~(USD ~~Company originally amortized the expense over the life of the contract and recognized approximately~~ $3135,000 of the expense during the prior quarter; however, during the quarter ended September 30, 2014 the Company revised its estimate of the service period and chose to recognize the full amount of the expense and expense the remaining amount during the three months ended September 30, 2014550).

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 immediately at issuance.14

In May 2014, the Company issued a total of 466,667 shares of its common stock to three parties for services to be provided to the Company. 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 $1.4 million. The service agreements had no specific deliverables or specified term, as such the stock issuances were considered earned at issuance and were expensed in entirety during the three months ended June 30, 2014.Options:

InOn October ~~June~~1, 2014, the Company issued ~~a total of 250~~600,000 ~~shares~~options ~~of its common stock~~ to ana ~~individual~~contract employee for services provided to bepurchase ~~provided~~shares toof ~~the~~our ~~Company~~common stock ~~over~~at $1.13 per share for a period of ~~two~~seven years. ~~Based~~ on250,000 of the ~~prevailing~~options ~~per~~vested ~~share~~immediately ~~price~~and of100,000 ~~similar~~options ~~stock~~vest ~~sold~~each subsequent ~~during~~year ~~this~~for ~~period~~three years and 50,000 vest after four years. On the ~~compensatory~~date ~~stock~~of ~~was~~the grant, the Company valued atthe options at USD $~~3.00 per~~676,293 ~~share~~using ~~for~~the aBlack-Scholes ~~total~~option pricing model with the following assumptions: expected life of ~~approximately~~the ~~USD~~options ~~$750~~of 7 years,~~000~~ expected volatility of 226.68%, risk-free rate of 2.12% and no dividend yield. The ~~Company~~expected ~~originally~~volatility ~~amortized~~was estimated by calculating the ~~expense~~standard ~~over~~deviation of daily price changes in our stock from the ~~life~~date of the ~~contract and~~merger ~~recognized~~to ~~approximately~~the ~~$40,000~~date of the ~~expense~~grant ~~during~~and the ~~prior~~seven year ~~quarter;~~constant ~~however,~~maturity ~~during~~treasury rate on the ~~quarter~~date ~~ended~~of ~~September~~the ~~30, 2014~~grant was used for the ~~Company~~risk ~~revised~~free ~~its~~rate. ~~estimate~~An expense of ~~the~~USD ~~service~~$329,852 ~~period~~was recognized ~~and~~based ~~chose~~on tothe ~~recognize~~options ~~the~~that ~~full~~had ~~amount~~vested as of December 31, 2014. During the ~~expense~~quarter ~~and~~ended March 31, 2015 an expense of ~~the~~USD ~~remaining~~28,179 ~~amount~~in ~~during~~recognition of the ~~three~~vesting ~~months~~schedule ~~ended As~~ of ~~September~~the ~~30,~~remaining ~~2014~~options.

On October 1, 2014 the Company issued 50,000 options to another contract employee for services provided 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 as of December 31, 2014.

A summary of the options issued as of March 31, 2015 is as follows:

	March 31, 2015
	Shares		Weighted Average Exercise Price		Intrinsic Value
Outstanding at beginning of period		650,000	$	-	$	-
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

		March 31, 2015
Number of Options		Weighted Average Remaining Life		Weighted Average Exercise Price		Shares Exercisable
	650,000		6.51	$	1.13		300,000

	650,000		6.51	$	1.13		300,000

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.

On January 3, 2015 the Company issued a three year warrant to purchase 28,000 shares of its common stock at USD $2.00 per share. On the date of the grant, the Company valued the warrants at USD $117,941 using the Black-Scholes option pricing model with the following assumptions: expected life of the warrants of 3 years, expected volatility of 147.19%, risk-free rate of 1.67% 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 $117,941 was recognized for the warrants during the period ended March 31, 2015.

On January 15, 2015 the Company issued a three year warrant to purchase 50,000 shares of its common stock at USD $3.00 per share. On the date of the grant, the Company valued the warrants at USD $231,490 using the Black-Scholes option pricing model with the following assumptions: expected life of the warrants of 5 years, expected volatility of 147.19%, risk-free rate of 1.32% 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 $231,490 was recognized for the warrants during the period ended March 31, 2015.

A summary of the warrants issued as of March 31, 2015 is as follows:

March 31, 2015
	Shares		Weighted Average Exercise Price
Outstanding at beginning of period		2,000,000	$	2.70
Issued		151,333	$	1.68
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at end of period		2,151,333	$	2.70
Exercisable at end of period		1,351,333	$	2.52

		March 31, 2015
Number of Warrants		Weighted Average Remaining Life		Weighted Average Exercise Price		Shares Exercisable
	400,000		4.62	$	1.50		400,000
	28,000		2.76	$	2.00		28,000
	40,000		1.84	$	2.50		40,000
	1,683,333		4.63	$	3.00		883,333
	2,151,333		4.56	$	2.52		1,351,333

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 unaudited condensed consolidated financial statements.

The total shares issued and outstanding on ~~September~~ 30March 31, ~~2014~~2015 were 2729,~~092~~910,~~425~~165.

85. ~~INCOME~~ ~~TAXES~~EARNINGS (LOSS) PER SHARE

The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes”. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

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 no650,000 ~~potential~~options ~~dilutive~~and ~~securities issued~~2,401,333 orwarrants outstanding ~~for~~and ~~the~~convertible ~~three~~notes ~~months~~which ~~ended~~are ~~September~~convertible 30into 86,301 ~~2014~~shares as orof ~~the~~March ~~period~~31, ~~from~~2015, ~~inception~~but ~~(January~~due ~~20,~~to ~~2014)~~the ~~through~~Net ~~September 30,~~loss ~~2014~~they are not included. Therefore, there was no difference in the basic and dilutive earnings (loss) per share.

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

	For the Three Months Ended September 30, 2014			Period from Inception (January 20, 2014) Through September 30, 2014
Net loss	$	(1,390,158	)	$	(5,606,473	)
Basic weighted average outstanding shares of common stock		27,008,360			22,919,263
Dilutive effect of common stock equivalents		-			-
Diluted weighted average common stock equivalents		27,008,360			22,919,263
Net loss per share of voting and nonvoting common stock Basic and Diluted	$	(0.05	)	$	(0.24	)

10. RELATED PARTY TRANSACTIONS

Investment in Growlite

On March 31, 2014, the Company entered into an agreement to acquire 45% equity interest in Growlite Canada for total consideration of CAD $4 million, consisting of a CAD $1 million (approximately USD $900,000) cash investment and 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. The remaining 55% of Growlite is owned by an individual who also owns approximately 7.5% of the common shares of the Company and is a director and vice president of the Company and provides services to the Company pursuant to a Consulting and Professional Services contract (further discussed in Notes 3 and 6). See further discussion of this investment in Note 5.

Legal and Other Services

One of the five shareholders disclosed in Note 5 as being under a Consulting and Professional services contract in Note 5 also provides legal and other services for the Company. For the period from inception through September 30, 2014, this shareholder was paid, either as an individual or through entities controlled by the individual, approximately CAD $139,000 (approximately USD $128,000) for services rendered, which includes the amounts paid under the disclosed contract.

Notes Payable to Stockholders

On May 20, 2014, Benjamin Ward advanced a short-term loan in the amount of approximately USD $228,000 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.

On June 18, 2014, the Company issued a promissory note to Mr. Ward for additional funds advanced by Mr. Ward to the Company as a short term note in the approximate amount of CAD $378,000 (USD $354,000), payable upon sufficient capitalization of the company, bearing a zero percent annual interest rate. Mr. Ward is a founding shareholder of the Company, currently owns 7.5% of the Company’s common stock and is the CEO, President and a Director of the Company.

On June 18, 2014, the Company issued a promissory note to John Esteireiro for funds advanced by Mr. Esteireiro to the Company as a short term note in the amount of CAD $1,050,000 (USD $984,000) bearing a zero percent annual interest rate, CAD $1 million (USD $938,000) of which was funded directly to a third party related to a deposit towards the purchase of the Brampton Property (see Note 11). On June 26, 2014, the Company issued a promissory note to Mr. Esteireiro for additional 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. Mr. Esteireiro is a founding shareholder of the Company, currently owns 7.5% of the Company’s common stock and is the Chief Operating Officer and a Director of the Company.

On June 18, 2014, The Company issued a promissory note to Silvio Serrano for funds advanced by Mr. Serrano to the Company as a short term note in the amount of CAD $75,000 (USD $70,000), payable upon sufficient capitalization of the company, bearing a ten percent (10%) annual interest rate. 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 currently owns 7.5% of the Company’s common stock and is a Vice President and a Director of the Company.

~~On July 4, 2014, the Company issued~~The afollowing ~~promissory~~table ~~note~~sets toforth ~~Wildhaus Capital Schweiz AG, in~~ the ~~amount~~computation of ~~USD~~basic ~~$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~~diluted ~~$500,000~~net onloss 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 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 in full satisfaction of the loan amount due under the note.:

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. Mr. Ward owns approximately 7.5% of the Company’s common stock and is a Director, the CEO and President of the Company.

	Period from
	January 1, 2015
	through
	March 31, 2015
Net loss from continued operations	$	(447,872	)
Net loss from discontinued operations		(1,323,721	)
Net loss		(1,771,593	)

Basic weighted average outstanding shares of common stock		29,843,749
Dilutive effect of common stock equivalents		1,231,811
Diluted weighted average common stock equivalents		31,075,560

Loss per share of voting and nonvoting common stock Basic and Diluted
Continued operations	$	(0.02	)
Discontinued operations	$	(0.04	)
Total Loss per share - Basic and Diluted	$	(0.06	)

116. ~~Property~~ ~~and~~RELATED ~~Equipment~~PARTY TRANSACTIONS

~~Brampton~~Legal and ~~Property~~Other ~~Acquisition Closing~~Services

~~On July 4, 2014, 2264793 Ontario Inc.,~~The ~~a consolidated VIE of the~~ Company, ~~closed~~engaged onin ~~the~~a ~~purchase~~Consulting ~~(the~~and ~~“Closing”)~~Professional ofservices ~~real~~contract ~~property~~with ~~located~~a atshareholder ~~98-102~~who ~~Rutherford Road~~also ~~South,~~provided ~~Brampton,~~legal ~~Ontario (the “Brampton Property”) pursuant to that certain Agreement of Purchase~~ and ~~Sale (the~~other ~~“Purchase~~services ~~Agreement”)~~for ~~entered~~the ~~into~~Company. byFor ~~and between~~ the ~~2264793~~three ~~Ontario~~months ~~Inc.~~ended ~~and~~March ~~I.L. Rosen Limited~~31, ~~Time Holdings Limited and Tanak Group Ltd. (collectively~~2015, ~~the~~this ~~“Seller”)~~shareholder onwas ~~April 1~~paid, ~~2014.~~either ~~The~~as ~~Company~~an ~~acquired~~individual ~~the~~or ~~“Brampton Property”~~through ~~for~~entities acontrolled ~~total~~by ~~consideration~~the ~~of CAD $13~~individual,~~885,000~~ ~~(USD~~approximately ~~$13.0 million), which includes the final adjusted purchase price of~~ CAD $1343,~~421~~400,~~000 (USD~~ ~~$12.6 million) and land transfer taxes and related surcharges totaling CAD $464,000~~ (USD $~~435~~31,~~000~~173). ~~The~~for ~~Brampton~~legal ~~Property includes~~services ~~an approximately 312~~rendered,~~000~~ ~~square~~which ~~foot~~includes ~~industrial building and is located approximately 23 kilometers (12 miles) from Pearson~~the ~~International~~amounts ~~Airport,~~paid ~~within~~under the ~~Greater~~disclosed ~~Toronto Area~~contract.

The Company ~~began renovations to the property during the quarter and~~ incurred ~~construction~~an ~~costs~~additional of CAD $~~811~~19,~~997~~072, (USD $~~746~~15,~~306~~107) ~~which~~of ~~were~~legal ~~capitalized~~fees onfrom ~~the~~another ~~Company’s balance~~shareholder. ~~sheet~~That ~~for~~amount ~~the~~was ~~period~~applied ~~ended~~to ~~September~~their respective ~~30,~~note ~~2014~~payable.

~~In connection with the Closing, on July~~Notes 4,Payable ~~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 $8.4 million). 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.Shareholders

~~The~~At various ~~Loan~~times ~~accrues~~throughout ~~interest~~the atyear ~~ten~~ended ~~percent (10%)~~December ~~per~~31, ~~annum~~2014 and isthe ~~due~~quarter inended ~~full~~March ~~on July 15~~31, 2015., ~~The~~our ~~Company~~former isCEO ~~required~~and toshareholder advanced ~~make~~amounts ~~monthly~~to ~~interest~~the ~~only~~Company ~~payments~~ in the ~~approximate amount~~form of ~~CAD~~short-term ~~$78,333~~loans ~~(approximately~~to ~~USD~~help ~~$73,000)~~the Company with operating capital as needed. ~~Approximately~~All ~~CAD~~notes have ~~$156,000~~expired ~~(approximately~~and ~~USD~~are ~~$143,000)~~in ofdefault. ~~interest~~The ~~was~~current ~~expensed during~~amount ~~the~~due ~~three~~as ~~months~~of ~~ended~~March ~~September~~31, 302015 is CAD $433,569, ~~2014~~(USD $341,393).

~~With~~At various ~~respect~~times throughout the year ended December 31, 2014 and the quarter ended March 31, 2015, a shareholder advanced amounts to the ~~individual~~Company ~~guarantors:~~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. The current amount due as of March 31, 2015 is CAD $1,100,000, (USD $866,142).

· Mr. Ward owns approximately 7.5% of the Company’s common stock and is a Director, the CEO and President of the Company.

· Mr. Esteireiro owns approximately 7.5% of the Company’s common stock and is a Director and the COO of the Company.

· Mr. Serrano owns approximately 7.5% of the Company’s common stock and is a Director and a Vice President of the Company.

· Mr. Keevil owns approximately 4.5% of the Company’s common stock.

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 $298,000), 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 $174,000), 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.

~~Item~~On November 2.21, ~~Management’s~~2014 ~~Discussion~~the Company and ~~Analysis~~2264793 Ontario Inc, a consolidated VIE of ~~Financial~~the ~~Condition~~Company, jointly issued a promissory note to Crimson Capital, LLC for CAD $600,000, (USD $472,441) to be used for various expenses related to our Brampton property. The note bears a 54% per annum interest rate and ~~Results~~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 and paid as of ~~Operation~~June 2015 was CAD$183,748.

~~Forward~~In connection ~~Looking~~with ~~Statements~~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 was evidence by a promissory note 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%. 2264793 Ontario Inc. is owned by several of our directors, officers, and shareholders of Canadian Cannabis Corp.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 19347. ~~These forward-looking statements generally are identified by the words “believes”, “project”,~~ ~~“expects”~~Property, ~~“anticipates”,~~Plant ~~“estimates”,~~& “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.Equipment

~~This discussion of our financial condition~~The ~~and~~Company’s ~~results of operations should be read in conjunction with the consolidated financial statements and accompanying notes included in this Quarterly Report~~property, ~~the~~plant ~~Annual Report on Form 10-K for the fiscal year ended September 30, 2013,~~ and ~~the~~equipment ~~Current~~are ~~Report~~summarized ~~on Form~~as ~~8-K filed on May 20, 2014 and amended on Form 8-K/A filed on June 12, 2014 and July 25, 2014.~~follows:

Overview

Description	12/31/14			Change			3/31/15
Buildings and Equipment		3,981,925			363,128			4,345,053
Land		11,859,807			(250,000	)		11,609,807
Impairment		-			(414,428	)		(414,428	)
Accumulated Depreciation		(24,268.00	)		(13,752.00	)		(38,020	)
Total Balances in CAD		15,817,464			(315,052	)		15,502,412

Balances at Cost in USD	$	14,737,960		$	61,309		$	14,799,269

(On December 31, 2014, the Company recorded a CAD $250,000, ($214,975 USD) ~~Business~~accrual ~~Background~~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. As of March 31, 2015, the accrual was reversed as the Company has purchased only minor improvements associated with the general maintenance of the building.

~~Canadian Cannabis Corp~~8. ~~(collectively~~Impairment ~~with~~of ~~its~~Long-Term ~~subsidiaries, “we”, “us”, “our”, or the “Company”) is a development stage company incorporated in Delaware and formerly known as Gold Party Payday, Inc.~~Asset

~~Gold Party Payday, LLC~~In ~~was~~January ~~organized~~2016 asthe ~~a Limited Liability~~ Company onsold ~~August 16, 2011 under~~ the ~~laws~~building ofand ~~the~~land ~~State~~for ofCAD ~~California. Gold Party Payday~~$15, ~~Inc. incorporated on September 19~~500,000 ~~2011~~and ~~under~~recorded ~~the~~a ~~laws~~loss ofon ~~the~~its ~~state~~investment of ~~Delaware~~CAD ~~for~~$414,428, USD ~~the~~$326,321. ~~sole~~As ~~purpose~~a ofresult ~~acquiring all~~ of the ~~outstanding membership units of Gold Party Payday~~loss, ~~LLC~~we ~~and~~impaired ~~engaging in~~ the ~~business~~asset as of ~~Gold~~March ~~Party Payday~~31, ~~LLC.~~2015 ~~Prior~~for to the ~~Merger~~full ~~transaction described~~value ~~more fully below in this Item 2, 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~~loss.

On May 21, 2014, we closed a merger transaction (the “Merger”) with Canada Cannabis Corp., an Ontario (Canada) corporation incorporated on January 20, 2014. 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 Canada Cannabis Corp. The company resulting from the amalgamation is our wholly-owned subsidiary and retains the Canada Cannabis Corp. name (“CCC”).19

~~Also on May 21, 2014 (the “Closing Date”), we closed a business transfer and indemnity agreement (the “Transfer Agreement”) with Tatum L~~9. ~~Morita, who was our President, CEO, CFO, a director of the Company and our majority shareholder (holding 4,000,000 of~~ ~~4,333,350~~Discontinued 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 Effective 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.Operations

19As a result of the Company’s inability to receive an MMPR license and subsequent sale of the Brampton property, the Company determined that revenues and expenses related to this portion of the business would be classified as discontinued operations. As of March 31, 2014, we recognized the sale transaction as part of the discontinued operations and will continue to do so moving forward. Below is a summary of the discontinued operations presented in our Balance Sheet and Statement of Operations.

~~As a result of the transactions~~BALANCE effected by the Merger Agreement and the Transfer Agreement, (i) the business plan of the former Canada Cannabis Corp., to market and manufacture medical marijuana products for sale in Canada, became the sole business of the Company’s wholly-owned subsidiary, CCC, (ii) our sole business became investing in and 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.SHEET

~~On July 16, 2014, we changed~~Discontinuing 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.Operations

(b) Material Transactions.

	March 31, 2015		December 31, 2014
ASSETS
Accounts receivable	$	76,510		$ 45,845
Prepaid expenses		-		201,677
Notes receivable, related parties		-		33,480
Property, plant & equipment, net		14,799,269		14,737,960
Total Assets	$	14,875,779	$	15,022,433

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	-	$	2,253,222
Accrued interest, shareholders		113,456		-
Mortgage payable		7,529,488		8,083,060
Accrued stock payable		-		209,992
Customer deposits		39,352		-
Notes payable		164,491		-
I/C Notes payable		3,725,848		-
Notes payable to shareholders, net of discount		1,794,149		1,951,918
Total Liabilities		13,366,784		12,498,192

Total Stockholders’ Equity		1,508,995		2,524,241
Total Liabilities and Stockholders’ Equity	$	14,875,779	$	15,022,433

On July 4, 2014, we closed on the acquisition of the real property, including an approximately 312,500 square foot industrial building, located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) through our consolidated VIE, 2264793 Ontario Inc., for a total consideration of CAD $13,885,000 (approximately USD $13.0 million), which includes the final adjusted purchase price of CAD $13,421,000 (approximately USD $12.6 million) and land transfer taxes and related surcharges totaling CAD $464,000 (approximately USD $400,000). In connection with the acquisition of the Brampton Property, we incurred financing in the amount of CAD $9,400,000 (approximately USD $8.8 million) (the “Loan”) through 2264793 Ontario Inc., which is secured primarily by mortgage on the Brampton Property. 2264793 Ontario Inc. is required to make monthly interest only payments on the Loan in the amount of CAD $78,333 (approximately USD $73,000). The Company expects to partially offset the monthly interest payments on the Loan with rental income in the amount of approximately CAD $700,000 per year from existing leases of areas of the Brampton Property not presently required for our operations. Additionally, the Brampton Property acquisition was 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 “Acquisition Notes”):20

●STATEMENT OF 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.OPERATIONS

● The Company issued a promissory note to Silvio Serrano in consideration of funds advanced in the amount of CAD $185,000 (approximately USD $174,000), with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof.Discontinuing Operations

The preceding descriptions of the acquisition of the Brampton Property, the Loan and the Acquisition Notes are incomplete and qualified entirely by the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2014, in which more detailed descriptions with respect to the acquisition of the Brampton Property, the Loan and the Acquisition Notes can be found.

	March 31, 2015			March 31, 2014
Rental income	$	102,306		$	-

OPERATING EXPENSES:
Consulting fees		323,932			512,014
Professional fees		45,977			151,842
General and administrative		533,641			78,308
		903,550			742,164

Loss from discontinued operations		(801,244	)		(742,164	)

OTHER INCOME (EXPENSE)
Interest expense, shareholders		(42,534	)		(1,951	)
Interest expense		(116,029	)		-
Interest income		69			-
Loss on impairment of asset		(333,721	)		-
Foreign currency gain (loss), net		(30,262	)		(53,879	)
Total Other Income (Expense)		(522,477	)		(55,830	)
Net loss from discontinued operations	$	(1,323,721	)	$	(797,994	)

Loss per share on discontinued operations - Basic and Diluted	$	(0.04	)	$	(0.72	)

Weighted Average Common Shares Outstanding - Basic		29,843,749			1,107,794

~~On July 4, 2014, the Company issued a promissory note to Wildhaus Capital Schweiz AG in consideration of funds advanced in the amount of USD $1,250,000. The promissory note bears a ten percent (~~10~~%) annual interest rate and is payable within one hundred eighty (180) days of the date of the note~~. ~~On June 30, 2014, the Company reserved 250,000 shares of its common stock to be held as security for the first USD~~ ~~$750,000~~Subsequent loan advance. 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. 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. The foregoing summary of the promissory note made to Wildhaus Capital Schweiz AG is not complete and is qualified in its entirety by reference to the complete text of the promissory note, which was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the second quarter of 2014, filed on September 12, 2014.Events

20In 2015, the Company began renovations on the Brampton property and ultimately received notice that it would not be approved for the MMPR license from Health Canada. At this time, in addition to the CAD 9,400,000 first mortgage the Company had on the building, it had also taken a CAD $2,300,000 second mortgage on the building and an additional CAD $2,000,000 in loans from Avonlea-Drewry Holdings Inc. (“ADH”) and certain related parties of ADH (together with ADH, the “ADH Group”) which were secured by the building. The Company began to market the building for sale in mid-2015 and was able to sell the property in January 2016, for CAD $15,500,000, which after accounting for all accrued fees was enough to satisfy all but approximately CAD $254,000 of the debt on the building to the ADH Group. The Company subsequently entered into a forbearance agreement with the ADH Group with regard to the balance owed that included an agreement for a consulting agreement with ADH for CAD $1,000,000 and a forbearance fee of CAD $250,000. ADH and its affiliates own 3,750.000 shares, approximately 8%, of the Company’s common stock.

In October 2015, the Company entered into a letter of intent to acquire The Hydropothecary Corporation (c“Hydropothecary”). Under ~~Business~~the agreement, the Company paid a non-refundable deposit of ~~Issuer~~CAD $1,000,000 consisting of two CAD $500,000 tranches. If the letter of intent was not followed by a Definitive Agreement, the deposit was to be converted into common shares of Hydropothecary at a price of CAD $4.00 per share. The CAD $1,000,000 deposit was funded by loans from Avonlea Ventures, Inc. (“Avonlea”) which were secured by the Brampton property. On January 29, 2016, the Company sold the Brampton property and repaid all loans that had encumbered the property including the loans to Avonlea. In early 2016, when the Hydropothecary transaction was terminated and the Company was issued 250,000 shares of Hydropothecary stock valued and CAD $1,000,000, the loans used to fund the deposit had already been repaid, so the Company’s then management used those shares to repay another shareholder loan from a former Director in the amount of CAD $1,000,000.

~~Pursuant to the Company’s~~During ~~new~~2015 ~~business~~and ~~plan~~2016, wethe ~~intend~~Company topursued ~~operate~~a ~~under~~number ~~the~~of ~~recently~~merger ~~effective~~and ~~Marihuana~~acquisition ~~for~~candidates ~~Medical~~with ~~Purposes~~various ~~Regulation~~companies (in the ~~“MMPR”)~~Canadian cannabis tospace ~~manufacture~~ and ~~market~~signed ~~medical~~several ~~marijuana~~letters ~~products~~of inintent ~~Canada~~to ~~and~~acquire ~~internationally,~~companies aswith ~~permitted~~existing byMMPR ~~local~~licenses, ~~laws.~~but Wewas ~~recently~~unable ~~changed~~to complete ~~our~~any ~~business~~of ~~plan~~the astransactions. aAt ~~result of~~ the ~~Merger~~same ~~and~~time, ~~have~~the ~~not~~Company ~~yet~~formed ~~commenced~~a ~~material~~wholly ~~operations~~owned ~~accordingly.~~subsidiary Wecalled ~~are~~The ~~currently~~Clinic ~~engaged~~Network in(“TCN”). ~~various~~TCN ~~startup~~was ~~activities~~formed toas ~~establish~~a ~~the~~network ~~business~~of inmedical ~~preparation~~clinics ~~for~~across ~~commencing~~Canada ~~full~~to ~~operations~~offer inmultidisciplinary ~~the~~therapies ~~production~~for ~~and supply~~patients ofthat ~~medical~~suffer ~~marijuana~~from inchronic ~~accordance~~pain, ~~with~~rheumatoid ~~our~~conditions. ~~business~~TCN ~~plan~~was ~~following~~to ~~licensure~~provide bypatients ~~Health~~with ~~Canada,~~access to the ~~Canadian~~latest ~~government~~medical ~~agency~~advancements ~~charged~~as ~~with~~well ~~enforcing~~as ~~the~~pharmaceutical ~~MMPR~~and cannabis-related therapies.

On April 3, 2014, we submitted to Health Canada an application to obtain our initial license to produce and supply medical marijuana under the MMPR. At the request of Health Canada, we subsequently submitted several updates to the application 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.21

~~We recently learned that~~In ~~the~~August ~~Company~~2016, ~~has~~Benjamin ~~completed~~Ward, the ~~initial~~Company’s ~~phase~~CEO ofand ~~licensure~~Director byresigned. ~~satisfying~~Scott ~~the~~Keevil, ~~requirements~~an toexisting beshareholder, ~~licensed~~was appointed as ~~a producer by Health Canada. The Company has moved into~~ the ~~personnel~~new ~~security~~CEO ~~check~~and ~~stage~~Director ofand ~~the~~tasked ~~licensing~~with ~~process~~restructuring ~~during which~~ the ~~Royal Canadian Mounted Police will conduct extensive background checks on the named persons in the~~ Company’s ~~application~~debt, ~~including~~raising ~~our executives~~additional ~~and~~capital ~~primary~~ and ~~alternate~~acquiring ~~responsible~~additional business ~~persons~~in ~~under~~order ~~the MMPR. We have been informed that this process is expected~~ to ~~take~~ arestore ~~few~~shareholder ~~months and we will not receive updates from Health Canada or the Royal Canadian Mounted Police while the process is ongoing~~value.

WeNegotiations to ~~believe~~settle the ~~advancement into~~debts owed to the ~~security~~ADH ~~check~~Group ~~stage~~began isin late 2016 and a ~~significant~~settlement ~~achievement.~~agreement Wewas ~~believe~~reached ~~that~~in March 2017, aswhich was later revised and settled in March 2018. Under the terms of the ~~date~~agreement the Company assigned the assets of ~~this~~TCN ~~Periodic~~to ~~Report~~ADH, ~~very~~agree ~~few~~to make ~~other~~certain ~~new~~payments ~~license~~for ~~applicants~~expenses ~~have~~incurred ~~advanced~~in relation to ~~this~~its ~~stage~~business ofand ~~licensure~~the ~~review~~settlement ~~and~~agreement with the ADH Group, close a private placement financing and listing transaction satisfactory to ADH and take steps to bring the Company’s SEC filings current. In exchange and upon completion of ~~those~~the ~~who~~Company’s ~~have~~requirements ~~advanced~~under the agreement, wethe ~~believe~~ADH weGroup ~~are~~will execute a termination and release agreement, terminating the ~~largest~~various inagreements ~~potential~~among ~~production~~the ~~capacity.~~various ~~While~~ADH ~~this~~parties ~~advancement~~and the Company, and acknowledging that all of the debt owed to the ADH Group are satisfied in full, and releasing the ~~licensure~~Company ~~process~~and ~~does~~its ~~not~~parties ~~guarantee~~from ~~that~~their weobligations under ~~will~~the various agreements and any related claims which the ADH Group may have against the Company and its related parties. ~~ultimately~~In ~~receive~~addition, ADH transferred the ~~producer~~assets ~~license~~of ~~from~~TCN to a related party and delivered 1,750,000 shares of Cura-Can Health ~~Canada~~Corp (“Cura-Can”), wevalued ~~are~~and ~~confident~~CAD ~~that~~$1.00 ~~our~~per ~~personnel~~share, ~~will~~into an escrow account to satisfy the ~~security~~Company’s ~~check~~obligations under ~~requirements~~the ~~and~~settlement ~~the~~agreement. ~~Company~~The shares will ~~pass~~be ~~subsequent~~sold ~~Health~~to ~~Canada~~fund ~~reviews~~the items required to ~~receive~~be ~~final~~paid ~~license~~by ~~approval~~the ~~from~~Company ~~Health~~under ~~Canada~~the settlement agreement. It is anticipated that by the time that all of the Company’s obligations have been met, all of the shares of Cura-Can will have been liquidated.

~~The Brampton Property~~Once ~~includes an approximately 312~~completed,~~000~~ ~~square~~the ~~foot~~settlement ~~industrial~~agreement ~~building~~with ~~and~~the isADH ~~located~~Group ~~approximately~~will 23provide ~~kilometers~~a ~~(12~~clean ~~miles)~~slate ~~from Pearson International Airport, within the Greater Toronto Area. We intend~~ for the ~~Brampton~~Company ~~Property~~ to bepursue ~~our~~new ~~initial~~ business ~~operations~~opportunities ~~base,~~with ~~housing our initial licensed grow and production facility. Accordingly, we have taken possession of~~ the ~~Brampton~~intent ~~Property and commenced phase one~~ of ~~renovations~~restoring toshareholder ~~prepare approximately 120,000 square feet of the facility for such purposes~~value. ~~Title to the Brampton Property is held by 2264793 Ontario Inc., an entity that we have determined to be a consolidated VIE of the Company.~~

In addition to its core business, we also own a 45% interest in 2393245 Ontario Inc. c.o.b. Growlite Canada (“Growlite”). Growlite produces and distributes a patented horticulture lighting system capable of providing substantial energy efficiencies compared to its competitors, as well as replacement bulbs and other horticultural lighting accessories. Silvio Serrano owns the remaining 55% interest in Growlite. Mr. Serrano also holds approximately 7.5% of the Company’s common stock and is currently a Vice President and Director of the Company.22

~~Due to various circumstances,~~Item ~~such~~2. asManagement’s ~~the~~Discussion ~~unknown~~and ~~definitive~~Analysis ~~completion date~~ of ~~renovations~~Financial atCondition ~~the Brampton Property~~ and ~~the~~Results ~~unknown status~~ of ~~our medical marijuana production license application, we cannot currently determine with confidence when we expect to commence operations~~Operation.

21Forward Looking Statements

~~(d)~~Certain statements, ~~Government~~other ~~Regulation~~than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

~~Canada~~This discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes included in this Quarterly Report, the Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and the Current Report on Form 8-K filed on May 20, 2014 and amended on Form 8-K/A filed on June 12, 2014 and July 25, 2014.

In Canada, where we operate, the use of marijuana for medicinal purposes has been legal and regulated by Health Canada since the passage of the Marihuana Medical Access Regulation (the “MMAR”) in 2001. Under the MMAR, patients with physician prescribed authorization could obtain marijuana through Health Canada, grow privately for personal use or designate a third party for private growth.23

On April 1, 2014, the MMAR was replaced by the MMPR (Marihuana 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.Overview

~~Under~~Canadian Cannabis ~~the~~Corp. ~~MMPR~~(“CCC”, ~~Health Canada~~“the ~~will~~Company” ~~license~~“we” ~~entities~~or to“us”) ~~engage~~was inoriginally ~~medical~~incorporated on ~~marijuana~~September ~~production~~19, ~~and~~2011, ~~distribution.~~under ~~Health~~the ~~Canada~~laws ~~will~~of ~~also~~the ~~formulate~~State ~~and enforce~~of ~~production~~Delaware ~~and~~as ~~distribution~~Gold ~~standards~~Party ~~for~~Payday, ~~the licensed producers~~Inc. ~~Patients~~At ~~will~~that ~~continue~~time, tothe beCompany’s business ~~prescribed~~operations ~~authorized~~consisted ~~use by~~of aorganizing ~~physician,~~events and ~~then~~parties ~~authorized~~in ~~users~~which ~~will~~guests bebring ~~required~~their ~~sign~~unwanted upjewelry, ~~with~~scrap agold ~~licensed~~and ~~producer to obtain their prescribed product.~~silver, ~~Because~~coins ~~the~~and ~~MMPR~~other isgold soand ~~new,~~silver ititems isto ~~difficult~~sell to ~~accurately predict with confidence~~ the ~~ongoing~~Company ~~costs~~at ofa ~~compliance~~discount, ~~and~~after ~~developments in~~which the ~~law.~~Company ~~Non-medicinal~~resold ~~use~~the ofitems ~~marijuana~~to ~~remains illegal in Canada~~refineries.

~~United~~Canada Cannabis ~~States~~Corp. was incorporated in the Province of Ontario, Canada on January 20, 2014. Canada Cannabis Corp. planned to cultivate and distribute medical marijuana in Canada pursuant to a license which was expected to be issued by Health Canada. Canada Cannabis Corp.’s planned business was 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 existed for medical marijuana.

AsOn May of21, 2014, the ~~date~~Company ofconsummated ~~this~~a merger agreement (the “Merger Agreement”) with 2418146 Ontario Inc., an Ontario ~~Quarterly~~(Canada) ~~Report~~corporation (“GPAY Sub”), 22which ~~states~~was ~~and~~our ~~the~~wholly-owned ~~District~~subsidiary formed for purposes of ~~Columbia~~consummating the ~~permit~~Merger Agreement, and Canada Cannabis Corp. Pursuant to the ~~use~~terms of ~~medical~~the ~~marijuana.~~Merger ~~Additionally~~Agreement, ~~Colorado~~Canada Cannabis Corp. and ~~Washington~~GPAY ~~have~~Sub ~~passed~~executed ~~laws~~and ~~permitting~~filed ~~non-medicinal~~Articles ~~use~~ of ~~marijuana~~Amalgamation bypursuant ~~adults~~to the Ontario Business Corporations Act to consummate the amalgamation. Pursuant ~~However~~to the terms of the Merger Agreement, ~~marijuana~~the ~~remains~~company resulting from the amalgamation (“CCC-Sub”) is a ~~Schedule~~wholly-Iowned subsidiary ~~controlled~~of ~~substance~~the Company and retained the Canada Cannabis Corp. name and business, and each of the predecessor companies ceased. Pursuant to the ~~use~~Merger Agreement, the Company agreed to exchange the outstanding common stock of ~~which~~Canada Cannabis Corp. held by its Shareholders for ~~any~~shares ~~reason~~of ~~remains~~common ~~illegal~~stock ~~under~~of ~~federal~~the ~~law~~Company on a 1:19.5 ~~Even~~basis. inAt ~~those~~the ~~states~~closing inof 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 ~~use~~Company’s common stock, par value of ~~marijuana~~$0.000001 ~~has~~per ~~been~~share. At the closing of the agreement, Gold Party Payday, Inc. ~~legalized~~had 333,350 ~~its~~shares ~~use~~of ~~remains~~common astock ~~violation~~issued outstanding and no preferred stock. After the effects of ~~federal~~the ~~laws~~merger transaction as discussed, there were 1,349,853 shares of common stock outstanding.

~~Despite~~As a ~~the~~result ~~illegality~~ of ~~marijuana~~the ~~use~~transactions ~~under~~effected ~~United~~by ~~States~~the ~~federal~~Merger ~~law,~~Agreement weand ~~have~~the ~~not~~Transfer ~~discovered~~Agreement, a(i) ~~legal~~the ~~basis~~business ~~under~~plan ~~United~~of ~~States~~the ~~federal law by which~~former ~~our wholly-owned Canadian subsidiary,~~ Canada Cannabis Corp., isto ~~prohibited~~market ~~from~~and ~~producing~~manufacture ormedical ~~supplying~~ marijuana inproducts ~~compliance with~~for ~~Canadian~~sale ~~law.~~in ~~Additionally~~Canada, webecame dothe ~~not~~sole ~~believe~~business ~~there~~of tothe Company’s bewholly-owned asubsidiary, ~~legal~~CCC, ~~basis~~(ii) ~~for~~the ~~any~~Company ~~action~~is ~~against~~ the ~~Company~~parent byand ~~United~~holding ~~States federal~~company ~~authorities~~of ~~for~~the ~~such~~subsidiary ~~activity.~~operating ~~Furthermore~~company, and we(iii) ~~do not believe~~ there towas bea ~~any~~change ~~basis~~of ~~under~~control ~~which~~whereby ~~federal~~the ~~authorities~~former ~~may take~~shareholders ~~action~~of ~~against~~the ~~our~~former ~~shareholders~~Canada ~~based~~Cannabis onCorp. ~~ownership~~obtained ownership of ~~our~~a ~~stock~~controlling ~~and~~75% ~~our~~ownership ~~business~~interest ~~activities,~~in ~~although~~ the ~~position~~Company. ofOn ~~the Department~~July of16, ~~Justice~~2014, ~~(“DOJ”)~~we onchanged ~~the~~our ~~subject~~name ~~and~~to ~~whether~~Canadian ~~the~~Cannabis ~~DOJ~~Corp. ~~will~~to ~~take~~more accurately ~~any~~reflect ~~action~~current ~~based~~business onoperations. ~~such~~On aOctober ~~position~~3, ~~once formalized~~2014, ~~remains~~the ~~unclear.~~Company’s ~~However,~~common ~~because~~shares ofhad ~~the~~a ~~novelty~~forward split of ~~this~~19.5:1 ~~issue~~for ~~and~~all ~~lack~~shareholders of ~~available~~record ~~precedents,~~on wethat ~~can~~date ~~neither predict how current~~ and ~~future~~the ~~federal~~Company ~~authorities~~has ~~will~~reflected ~~interpret~~that ~~and~~split ~~enforce~~in ~~existing~~the ~~laws~~current ~~nor~~share ~~how~~count. ~~laws~~We also ~~adopted~~changed inour ~~the~~trading ~~future~~symbol ~~may~~from ~~affect our~~GPAY ~~ability~~ to ~~carry~~CCAN, oneffective ~~business~~October ~~and~~15, ~~the~~2014, ~~status~~to ofreflect ~~investments~~our inname ~~the Company~~change.

~~Liquidity~~The Company intended to pursue a business plan of operating under the newly effective Marihuana for Medical Purposes Regulation (the “MMPR”) to manufacture and ~~Capital~~market ~~Resources~~medical marijuana products in Canada and internationally, as permitted by local laws. The Company’s former management raised a significant amount of capital through private placements of equity and debt and set out 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.

~~In connection with the~~On ~~Transfer~~April ~~Agreement discussed above~~3, ~~as of May 21,~~ 2014, ~~we divested all~~ the ~~assets~~Company ~~related~~submitted to ~~the~~Health 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~~an ~~Corp.~~application ~~from~~to ~~its~~obtain ~~period~~an ofinitial ~~inception~~license ~~(January~~to ~~20,~~produce ~~2014) through March 31, 2014,~~ and ~~unaudited~~supply ~~pro-forma financial~~medical ~~statements~~marijuana ~~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 business of~~ the ~~Company~~MMPR ~~was wholly different than the current business could be misleading given the complete transition of the Company’s management~~ and ~~business~~began ~~plan,~~to asidentify ~~well~~suitable asproperties ~~the complete~~to ~~discontinuance~~acquire offor the ~~prior~~purpose ~~business and divestiture~~ of ~~related~~establishing ~~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~~large ~~reporting~~scale ~~company as of Canada Cannabis Corp.’s date of inception (January 20, 2014). These discussions of the Company’s~~grow ~~liquidity and capital resources and results of operations should be read in the latter context~~operation.

22On July 4, 2014, the Company closed on the acquisition of real property, including an approximately 312,500 square foot industrial building, located at 98-102 Rutherford Road South, Brampton, Ontario (the “Brampton Property”) through our consolidated VIE, 2264793 Ontario Inc., for a total consideration of CAD $13,885,000 (approximately USD $13.0 million), which included the final adjusted purchase price of CAD $13,421,000 (approximately USD $12.6 million) and land transfer taxes and related surcharges totaling CAD $464,000 (approximately USD $400,000). In connection with the acquisition of the Brampton Property, we incurred financing in the amount of CAD $9,400,000 (approximately USD $8.8 million) (the “Loan”) through 2264793 Ontario Inc., which is secured primarily by mortgage on the Brampton Property. 2264793 Ontario Inc. was required to make monthly interest only payments on the Loan in the amount of CAD $78,333 (approximately USD $73,000). A portion of the building had existing leases which provided some cash flow to the Company while it worked on the MMPR license approval which partially offset the monthly interest payments on the Loan.

We are a company that has not commenced planned operations and are focused on developing our business in the Pharmaceutical sector. Our principal business objective for the next twelve (12) months will be to continue to develop our business plan and continue efforts to obtain our medical marijuana production license and finalize renovations to build out the Brampton Property for use as our grow facility and corporate offices. As we have recently changed our business plan in connection with the Merger and have 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.24

~~Net~~While the ~~cash~~Company ~~provided by~~waited ~~(used~~for ~~in)~~its ~~operating~~MMPR ~~activities.~~license ~~During~~application ~~the~~to ~~period~~be ~~from~~processed, ~~inception~~it ~~(January~~began ~~20,~~renovations ~~2014)~~to ~~ending~~the ~~September~~Brampton ~~30,~~property ~~2014,~~to ~~net~~begin ~~cash~~to ~~used~~prepare infor ~~operating~~a ~~activities~~large ~~was~~scale ~~USD~~grow ~~$(2,545,285)~~operation. ~~The~~In ~~cash~~addition ~~flow~~the ~~used~~Company acquired a 45% stake in ~~operating~~Growlite ~~activities~~Canada ~~during~~for ~~the~~CAD ~~period~~$1 ~~from~~million ~~inception~~ (~~January~~approximately USD 20$900, ~~2014~~000) ~~ending~~cash ~~September~~investment. 30Additionally, ~~2014 was primarily~~ the ~~result~~Company ofmade ~~net~~a ~~loss~~CAD ~~incurred~~$3 ~~during~~million ~~the~~(approximately ~~period~~USD ~~after~~$2.7 ~~add~~million) ~~back~~loan offor operating ~~noncash~~capital ~~expenses~~and ~~related~~business ~~to common shares issued for services~~expansion.

~~Net cash provided~~In bythe ~~(used~~course ~~in)~~of ~~investing~~the ~~activities.~~Company’s ~~During~~audit ~~period~~for ~~from~~the ~~inception~~year ~~(January~~ended 20December 31, 2014), ~~ending~~the ~~September~~Company’s ~~30,~~management ~~2014,~~at ~~net~~the ~~cash~~time ~~used~~reviewed inthis ~~investing~~investment ~~activities~~for ~~was~~impairment ~~USD~~and ~~$(7,832,380).~~had ~~The~~made ~~cash~~the ~~flow~~determination ~~used~~the indue ~~investing~~to ~~activities~~unfavorable ~~during~~changes in the ~~period~~market ~~from~~the ~~inception~~Company ~~(January~~would write 20the investment down to $800,000 ~~2014)~~which ~~ending~~approximated ~~September~~the 30carrying value of Growlite’s inventory at December 31, 2014. ~~was~~Subsequent to ~~primarily~~this analysis the ~~result~~Company ofwas ~~investment~~informed that a manufacturer’s defect has been identified in Growlite’s ~~(approximately~~most ~~USD~~popular fixture $3that resulted in the request for all customers to stop using the product.6 ~~million)~~Given the uncertainty of the value of the remaining inventory and the financial and reputational harm Growlite would incur, the Company chose to write down its investment to zero ~~acquisition~~and offully provide a reserve against the ~~Brampton~~loan ~~Property~~and ~~(approximately~~receivable ~~USD~~due ~~$4.2~~from ~~million)~~Growlite during the period ended December 31, 2014.

~~Net~~In 2015 ~~cash~~the ~~provided by~~Company ~~(used~~had ~~in)~~begun ~~financing~~renovations ~~activities.~~on ~~During~~the Brampton property and ultimately received notice that it would not be approved for the ~~period~~MMPR license from ~~inception~~Health ~~(January~~Canada. 20At this time, ~~2014)~~in ~~ending~~addition ~~September~~to ~~30,~~the ~~2014~~CAD 9,400,000 ~~net~~first ~~cash~~mortgage the Company had on the ~~provided~~building, byit ~~financing~~had ~~activities~~also ~~was~~taken ~~USD~~a CAD $102,~~410~~300,~~800.~~000 ~~The~~second ~~cash~~mortgage ~~flow~~on ~~provided~~the bybuilding ~~financing~~and ~~activities~~an ~~during~~additional ~~the~~CAD ~~period~~$2,000,000 in loans from ~~inception~~Avonlea-Drewry ~~(January~~Holdings ~~20,~~Inc. ~~2014~~(“ADH”) ~~ending~~and ~~September~~certain 30related parties of ADH (together with ADH, ~~2014~~the ~~was~~“ADH ~~primarily~~Group”) which were secured by the ~~result~~building. ofThe ~~proceeds~~Company ~~from~~began to market the building for sale ofin ~~common~~mid-2015 ~~stock~~and ~~(approximately~~was able to sell the property in January ~~USD~~2016 for CAD $~~8.0~~15,500,000, ~~million)and~~which ~~the~~after ~~net~~accounting ~~proceeds~~for ~~from~~all ~~the~~accrued ~~issuance~~fees was enough to satisfy all but approximately CAD $254,000 of ~~notes~~the ~~payable~~debt on the building to ~~shareholders~~the ~~less~~ADH ~~repayments~~Group. The Company subsequently entered into a forbearance agreement with the ADH Group with regard to ~~shareholders~~the ~~(approximately~~balance owed that included an agreement for a consulting agreement with ADH for CAD $1,000,000 and a forbearance ~~USD~~fee of CAD $2250,000.4 ~~million)~~ADH and its affiliates own 3,750.000 shares, approximately 8%, of the Company’s common stock.

AsDuring 2015 ofand ~~September 30~~2016, ~~2014,~~the weCompany ~~had~~pursued ~~cash~~a onnumber ~~hand~~ of ~~USD~~merger ~~$32,436~~and acquisition candidates with various companies in the Canadian cannabis space and ~~current~~signed ~~liabilities~~several letters of ~~USD~~intent ~~$12,501,993.~~to Weacquire ~~have~~companies ~~incurred~~with aexisting ~~loss~~MMPR ~~since~~licenses, ~~inception resulting~~but inwas anunable ~~accumulated~~to ~~deficit~~bring any of ~~USD~~the transactions $5to completion. At the same time,~~606,473~~ ~~and~~the ~~further~~Company ~~losses~~formed ~~are~~a ~~anticipated~~wholly asowned wesubsidiary ~~continue~~called toThe ~~develop~~Clinic ~~and~~Network ~~implement~~(“TCN”). ~~our~~TCN ~~business~~was ~~plan.~~formed Weas doa ~~not~~network ~~have~~of ~~sufficient~~medical ~~capital~~clinics across Canada to ~~operate~~offer ~~our~~multidisciplinary ~~business~~therapies ~~and~~for ~~will~~patients ~~require~~that ~~additional~~suffer ~~funding~~from chronic pain, rheumatoid conditions. TCN was to ~~sustain~~provide ~~operations~~patients with access to the latest medical advancements as well as pharmaceutical ~~through~~and ~~December~~cannabis-related ~~2014~~therapies.

In ~~connection with the acquisition of the Brampton Property, as discussed above, we incurred financing in~~ ~~the~~August ~~amount of CAD $9~~2016,~~400,000~~ ~~(approximately~~Benjamin ~~USD $8.8 million) (the “Loan”) through a related entity~~Ward, ~~2264793 Ontario Inc., which is secured primarily by mortgage on~~ the ~~Brampton Property. The~~ Company’s isCEO ~~required~~and toDirector ~~make~~resigned. ~~monthly~~Scott ~~interest only payments on the Loan in the amount of CAD $78~~Keevil,~~333~~ ~~(approximately~~an ~~USD~~existing ~~$73~~shareholder,~~000)~~ ~~each~~was ~~beginning on August 15, 2014. The Company expects to~~appointed ~~partially~~as ~~offset~~ the ~~monthly~~new ~~interest~~CEO ~~payments~~and onDirector ~~the~~and ~~Loan~~tasked with ~~rental~~restructuring ~~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. The preceding description of the Loan is incomplete and qualified entirely by the Company’s ~~Current~~debt, ~~Report~~raising onadditional ~~Form~~capital ~~8-K~~and ~~filed~~acquiring ~~with the~~additional ~~Securities~~business ~~and Exchange Commission on July 11, 2014,~~ in ~~which~~order ~~a more detailed description with respect~~ to ~~the~~restore ~~Loan~~shareholder ~~can be found~~value.

~~The~~Negotiations to ~~Company’s~~settle ~~ability~~ the debts owed to ~~commence~~the ~~material~~ADH ~~operations~~Group began in ~~the~~late ~~production~~2016 and ~~sale~~a ofsettlement ~~medical~~agreement ~~marijuana~~was ~~products~~reached ~~and~~in ~~generate~~March ~~revenue~~2017, ~~depends~~which ~~upon~~was ~~a number~~later ofrevised ~~variables~~in ~~out~~March 2018. Under the terms of ~~our~~the ~~control,~~agreement ~~including~~the Company assigned the ~~approval~~assets of ~~our~~TCN ~~production~~to ~~license~~ADH, ~~application~~agreed to make certain payments for expenses incurred in relation to its business and ~~issuance~~the ofsettlement agreement with the ADH Group, close a ~~production~~private ~~license~~placement financing and listing transaction satisfactory to ADH and take steps to bring the Company’s bySEC ~~Health~~filings ~~Canada~~current. AsIn ~~previously~~exchange and ~~discussed,~~upon completion of the Company’s ~~has~~requirements ~~met~~under the ~~initial~~agreement, ~~licensure~~the ~~requirements~~ADH ~~and~~Group ~~has~~will ~~advanced~~execute a termination and release toagreement, terminating the ~~personnel~~various ~~security~~agreements ~~check~~among ~~stage~~the ofvarious ~~the~~ADH ~~licensure~~parties ~~process.~~and Wethe ~~are~~Company, ~~confident~~and acknowledging that ~~our~~all ~~personnel~~of ~~will~~the debt ~~satisfy~~owed to the ~~security~~ADH ~~check requirements~~Group are satisfied in full, and releasing the Company ~~will~~and ~~pass~~its ~~subsequent~~parties ~~Health~~from ~~Canada~~their ~~reviews~~obligations tounder ~~receive~~the ~~final~~various agreements ~~license~~and ~~approval~~any ~~from~~related ~~Health~~claims ~~Canada.~~which ~~However, there~~the ~~can~~ADH beGroup nomay ~~assurance~~have asagainst tothe Company and its related parties. In addition, ADH transferred the ~~outcome~~assets of ~~the~~TCN ~~personnel~~to ~~security~~a ~~checks~~related orparty ~~that~~and ~~Health~~delivered ~~Canada~~1,750,000 ~~will~~shares ~~approve~~of ~~our~~Cura-Can ~~license~~Health ~~application~~Corp (“Cura-Can”), valued and ~~issue~~CAD a$1.00 ~~production~~per ~~license~~share, into an escrow account to satisfy the Company,’s ~~nor~~obligations ~~can~~under wethe ~~predict~~settlement ~~with~~agreement. ~~any~~The shares ~~confidence~~will ~~when~~be sold to fund the ~~Royal~~items ~~Canadian~~required ~~Mounted~~to ~~Police~~be ~~will~~paid by the Company under the settlement agreement. It is anticipated that ~~finalize~~by the ~~security~~time ~~checks~~that orall ~~Health~~of ~~Canada~~the ~~will~~Company’s ~~make~~obligations ahave ~~final~~been ~~determination~~met, ~~with~~all ~~respect~~of tothe ~~our~~shares ~~license~~of ~~application~~Cura-Can will have been liquidated.

23Once completed, the settlement agreement with the ADH Group will provide a clean slate for the Company to pursue new business opportunities with the intent of restoring shareholder value.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. In the course of its start-up activities, we have sustained operating and 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.25

Results of Operations

As we are 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 Quarterly 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.

Three Months Ended ~~September~~March 3031, 2015 and March 31, 2014

Revenue. Revenue for the three months ended ~~September~~March 3031, ~~2014~~2015 ~~was~~and ~~USD~~March ~~$47~~31,~~930.~~ ~~Our~~2014 ~~revenue~~ was ~~derived~~USD ~~solely from rental income from our Brampton Property acquired on July 4, 2014~~$0.

~~General~~Consulting ~~and Administrative Expenses~~Fees. ~~General~~Consulting ~~and~~fees ~~administrative expenses~~ for the three months ended ~~September~~March 3031, ~~2014~~2015 ~~were~~and ~~USD~~March ~~$75~~31,~~474.~~ ~~The~~2014 ~~expenditure of~~were ~~funds~~USD ~~for general and administrative expenses is primarily related to business startup and development activities~~$0.

~~Consulting~~Professional Fees. ~~Consulting~~ ~~fees~~Professional fees for the three months ended ~~September~~March 3031, ~~2014~~2015 ~~were~~and ~~USD~~March $131,~~101,664.~~ ~~The~~2014 ~~expenditure~~were ofUSD ~~funds for consulting fees is primarily related to the Health Canada marijuana producer licensing application and developing the Company’s business plan~~$0.

~~Professional~~General and Administrative Expenses. ~~Fees~~General and administrative expenses for the three months ended March 31, 2015 were USD $447,872. ~~Professional~~General ~~fees~~and administrative expenses for the three months ended ~~September~~March 3031, 2014 were USD $~~139~~182,~~548~~739. The expenditure of funds for ~~professional~~general and administrative ~~fees~~expenses is primarily services related to ~~startup~~being ~~legal~~a ~~and~~public ~~accounting fees, the merger transaction and regulatory compliance.~~company

Net Income (loss) from continued operations. For the three months ended ~~September~~March 3031, ~~2014~~2015, we incurred a net loss from continued operations of USD $(1447,~~390,158~~872). ~~The~~For the three months ended March 31, 2014, we incurred a net loss ~~was~~from continued operations of USD $(182,739). The net losses were primarily a result of operating expenses without current revenue.

~~Period~~Net Income (loss) from ~~inception~~discontinued ~~(January~~operations. 20For the three months ended March 31, ~~2014~~2015, we incurred a net loss from discontinued operations of USD $(1,323,721). For tothe ~~September~~three 30months ended March 31, 2014, we incurred a net loss from discontinued operations of USD $(797,994).

~~Revenue.~~Liquidity ~~Revenue~~and ~~for~~Capital the period from inception (January 20, 2014) ending September 30, 2014 ended September 30, 2014 was USD $47,685. Our revenue was derived solely from rental income from our Brampton Property acquired on July 4, 2014.Resources

~~General~~In connection ~~and~~with ~~Administrative~~the Transfer Agreement discussed above, as of May 21, 2014, we divested all the assets related to the former operations ~~Expenses.~~of ~~General~~the Company and ~~administrative~~discontinued ~~expenses~~those ~~for~~operations in favor of pursuing our new business plan. Additionally, the ~~period~~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) ~~ending~~through ~~September~~March 3031, 2014, ~~were~~and unaudited pro-forma ~~USD~~financial $1statements of the combined companies for the three months ended March 31,~~174,570~~ 2014. ~~The~~We ~~expenditure~~believe the inclusion of ~~funds~~comparisons to ~~for~~periods ~~general~~during which the Company was under prior control and ~~administrative~~management ~~expenses~~and isbusiness ~~primarily~~of ~~related~~the toCompany was wholly different than the current business ~~startup~~could be misleading given the complete transition of the Company’s management and ~~development~~business plan, as ~~activities~~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 for the three months ended March 31, 2015 and 2014.

Consulting Fees. Consulting fees for the period from inception (January 20, 2014) ending September 30, 2014 were USD $2,352,182. The expenditure of funds for consulting fees is primarily related to the Health Canada marijuana producer licensing application and developing the Company’s business plan.26

~~Professional~~Net ~~Fees.~~cash ~~Professional~~provided ~~fees~~by ~~for~~(used in) operating activities. During the three ~~period~~months ended March 31, 2015, net cash used in operating activities from ~~inception~~continuing operations and discontinuing operations was USD $(~~January~~179,657) 20and USD $143,453, ~~2014)~~respectively. ~~ending~~During ~~September~~the 30three months ended March 31, 2014, ~~were~~net cash used in operating activities from continuing operations and discontinuing operations was USD $(9,358) and USD $1,~~928~~557,~~941.~~455, ~~The~~respectively. ~~expenditure~~Operating ofactivities ~~funds~~during ~~for~~the ~~professional~~three ~~fees~~months isended March 31, 2015 and 2014 were primarily ~~related~~the toresult ~~startup~~of ~~legal~~net ~~and~~loss ~~accounting~~incurred during ~~fees~~the period, ~~the~~changes ~~merger~~in ~~transaction~~accounts payable and ~~regulatory~~ ~~compliance,~~accrued asaccounts ~~well~~payable, asand ~~expense~~decreases ~~related~~in tobuilding ~~shares~~expenses ~~issued~~associated with ~~for~~discontinuing ~~services~~operations.

24Net cash provided by (used in) investing activities. During the three months ended March 31, 2015 and 2014, net cash used in investing activities from continuing operations was USD $(-0-) and USD $(6,492,141), respectively. The cash flow used in investing activities from discontinuing operations during the three months ended March 31, 2014 was primarily the result of an investment in Growlite (approximately USD $3.6 million) and the acquisition of the Brampton Property (approximately USD $4.2 million).

Net cash ~~Income~~provided by (~~loss~~used in) financing activities. ~~For~~ During the ~~period~~three ~~from~~months ~~inception~~ended ~~(January~~March 2031, ~~2014)~~2015 ~~ending~~and ~~September~~March 3031, 2014, wenet cash ~~incurred~~provided aby ~~net~~financing ~~loss~~activities offrom discontinuing operations was USD $(53,~~606~~533,~~473).~~559 and USD $9367,039, respectively. The ~~net~~cash flow provided by financing activities from discontinued operations during the three months ended March 31, ~~loss~~2014 was primarily athe result of ~~operating~~proceeds ~~expenses~~from ~~without~~the ~~current~~sale ~~revenue~~of common stock (approximately USD $7.5 million) and the net proceeds from the issuance of notes payable to shareholders less repayments to shareholders (approximately USD $1.8 million). During the three months ended March 31, 2015, financing activities from discontinuing operations was the result of proceeds from notes payable and notes payable, shareholders.

~~Seasonality~~As of March 31, 2015, we had cash on hand of USD $3,471, and current liabilities of USD $14,461,419. We have incurred a loss since inception resulting in an accumulated deficit of USD $16,150,898. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2015.

~~Although~~In connection with the acquisition of the Brampton Property, as discussed above, we ~~are~~incurred ~~not~~financing ~~yet~~in the amount of CAD $9,400,000 ~~engaged~~(approximately USD $8.8 million) (the “Loan”) through a related entity, 2264793 Ontario Inc., which is secured primarily by mortgage on the Brampton Property. The Company is required to make monthly interest only payments on the Loan in ~~material~~the ~~operations~~amount of ~~with~~CAD ~~respect~~$78,333 (approximately USD $73,000) each beginning on August 15, 2014. The Company expects to ~~our~~partially ~~new~~offset ~~business~~the ~~plan~~monthly interest payments on the Loan with rental income in the amount of approximately CAD $700,000 we(approximately doUSD $657,000) per year from existing leases of areas of the Brampton Property not ~~expect~~presently ~~that~~required for our ~~business~~operations. ~~will~~The preceding description of the Loan is incomplete and qualified entirely by the Company’s Current Report 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 ~~seasonal~~found.

~~Contractual~~As a ~~Obligations~~result of the Company’s inability to receive an MMPR license and subsequent sale of the Brampton property, the Company determined that revenues and expenses related to this portion of the business would be classified as discontinued operations. As of March 31, 2014, we recognized the sale transaction as part of the discontinued operations and will continue to do so moving forward. Below is a summary of the discontinued operations presented in our Balance Sheet and Statement of Operations.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company ~~had~~will continue as a going concern. In the ~~following~~course ~~contractual~~of ~~obligations~~its start-up activities, we have sustained operating and cash flow losses and expect to incur an operating and cash flow losses for 2015. 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 ~~September~~additional financing to provide continuation of our operations. There can be no 30assurance that the Company will be able to continue to obtain funding with acceptable terms, ~~2014~~or (that we will be able to achieve revenues sufficient to become profitable, in ~~USD):~~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.

			Amounts Due in
Description	Total		2014		2015		2016		2017		2018		Thereafter
Notes Payable to Stockholders, zero interest	$	1,947,785		1,947,785		-		-		-		-		-
Notes Payable to Stockholders, 10% interest	$	1,276,839		1,276,839		-		-		-		-		-
Notes Payable to Employees, zero interest	$	23,425		23,425		-		-		-		-		-
Mortgage Payable	$	8,413,940	$	8,413,940		-		-		-		-		-

Seasonality

~~Off-Balance~~Although we ~~Sheet~~are ~~Arrangements~~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 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 of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.27

~~Inflation~~Recent Developments

WeIn 2015 dothe ~~not~~Company ~~believe~~had begun renovations on the Brampton property and ultimately received notice that it would not be approved ~~inflation~~for ~~has~~the MMPR license from Health Canada. At this time, in addition to the CAD 9,400,000 first mortgage the Company had on the building, it had also taken a CAD $2,300,000 second mortgage on the building and an additional CAD $2,000,000 in loans from Avonlea-Drewry Holdings Inc. (“ADH”) and certain related parties of ADH (together with ADH, the ~~past~~“ADH orGroup”) ~~will~~which ~~have~~were secured by the building. The Company began to market the building for sale in mid-2015 and was able to sell the ~~future~~property ~~any~~in ~~significant~~January 2016 ~~negative~~for ~~impact~~CAD $15,500,000, which after accounting for all accrued fees was enough to satisfy all but approximately CAD $254,000 of the debt on ~~our~~the ~~operations~~building to the ADH Group. The Company subsequently entered into a forbearance agreement with the ADH Group with regard to the balance owed that included an agreement for a consulting agreement with ADH for CAD $1,000,000 and a forbearance fee of CAD $250,000. ADH and its affiliates own 3,750.000 shares, approximately 8%, of the Company’s common stock.

~~Item~~In October 32015, the Company entered into a letter of intent to acquire The Hydropothecary Corporation (“Hydropothecary”). Under ~~Quantitative~~the agreement, the Company paid a non-refundable deposit of CAD $1,000,000 consisting of two CAD $500,000 tranches. If the letter of intent was not followed by a Definitive Agreement, the deposit was to be converted into common shares of Hydropothecary at a price of CAD $4.00 per share. The CAD $1,000,000 deposit was funded by loans from Avonlea Ventures, Inc. (“Avonlea”) which were secured by the Brampton property. On January 29, 2016, the Company sold the Brampton property and ~~Qualitative~~repaid ~~Disclosures~~all ~~About~~loans that ~~Market~~had ~~Risk~~encumbered the property including the loans to Avonlea. In early 2016, when the Hydropothecary transaction was terminated and the Company was issued 250,000 shares of Hydropothecary stock valued and CAD $1,000,000, the loans used to fund the deposit had already been repaid, so the Company’s then management used those shares to repay another shareholder loan from a former Director in the amount of CAD $1,000,000.

AsDuring 2015 weand ~~are~~2016, the Company pursued a ~~smaller~~number ~~reporting~~of merger and acquisition candidates with various companies in the Canadian cannabis ~~company~~space and signed several letters of intent to acquire companies with existing MMPR licenses, webut ~~are~~was ~~not~~unable ~~required~~to bring any of the transactions to completion. At the same time, the Company formed a wholly owned subsidiary called The Clinic Network (“TCN”). TCN was formed as a network of medical clinics across Canada to offer multidisciplinary therapies for patients that suffer from chronic pain, rheumatoid conditions. TCN was to provide patients with access to the ~~information~~latest ~~required~~medical byadvancements ~~this~~as ~~item~~well as pharmaceutical and cannabis-related therapies.

~~Item~~In August 42016, Benjamin Ward, the Company’s CEO and Director resigned. ~~Controls~~Scott Keevil, an existing shareholder, was appointed as the new CEO and ~~Procedures~~Director and tasked with restructuring the Company’s debt, raising additional capital and acquiring additional business in order to restore shareholder value.

(Negotiations to settle the debts owed to the ADH Group began in late 2016 and a) ~~Evaluation~~settlement agreement was reached in March 2017, which was later revised and settled in March 2018. Under the terms of ~~disclosure~~the ~~controls~~agreement the Company assigned the assets of TCN to ADH, agree to make certain payments for expenses incurred in relation to its business and ~~procedures~~the settlement agreement with the ADH Group, close a private placement financing and listing transaction satisfactory to ADH and take steps to bring the Company’s SEC filings current. In exchange and upon completion of the Company’s requirements under the agreement, the ADH Group will execute a termination and release agreement, terminating the various agreements among the various ADH parties and the Company, and acknowledging that all of the debt owed to the ADH Group are satisfied in full, and releasing the Company and its parties from their obligations under the various agreements and any related claims which the ADH Group may have against the Company and its related parties. In addition, ADH transferred the assets of TCN to a related party and delivered 1,750,000 shares of Cura-Can Health Corp (“Cura-Can”), valued and CAD $1.00 per share, into an escrow account to satisfy the Company’s obligations under the settlement agreement. The shares will be sold to fund the items required to be paid by the Company under the settlement agreement. It is anticipated that by the time that all of the Company’s obligations have been met, all of the shares of Cura-Can will have been liquidated.

~~We maintain disclosure~~Once ~~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~~completed, ~~processed, summarized and reported within~~ the ~~time~~settlement ~~periods~~agreement 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~~ADH ofGroup ~~our~~will ~~principal~~provide 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-Q due to limited accounting and reporting personnel and a ~~lack~~clean ofslate ~~expertise~~for ~~and segregation of duties due to limited financial resources and~~ the ~~size~~Company ~~of our company. We will need~~ to ~~adopt~~pursue ~~additional~~new ~~disclosure~~business ~~controls and procedures~~opportunities ~~prior~~with ~~to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate~~ the ~~adequacy~~intent of ~~our~~restoring ~~controls and~~shareholder ~~procedures~~value.

25Related Party Transactions

~~Management is committed~~Legal ~~to improving its internal controls~~ and ~~will~~Other continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities. At this time, however, management has not established a time table for when it intends to address the aforementioned material weaknesses.Services

The Company engaged in a Consulting and Professional services contract with a shareholder who also provided legal and other services for the Company. For the three months ended March 31, 2015, this shareholder was paid, either as an individual or through entities controlled by the individual, approximately CAD $43,400, (bUSD $31,173) ~~Changes~~for inservices ~~internal~~rendered, ~~control~~which ~~over~~includes ~~financial~~the ~~reporting~~amounts paid under the disclosed contract.

~~There were no changes in~~The ~~our~~Company ~~internal~~incurred ~~control~~an ~~over~~additional ~~financial~~CAD ~~reporting~~$19,072, ~~during~~(USD ~~the~~$15,107) ~~fiscal~~of ~~quarter~~legal ~~covered~~fees byfrom ~~this~~another ~~report~~shareholder. ~~that~~That ~~has~~amount ~~materially~~was ~~affected,~~applied ~~or is reasonably likely~~ to ~~materially~~their respective ~~affect,~~note ~~our internal control over financial reporting~~payable.

~~PART II--OTHER INFORMATION~~28

~~Item~~Notes Payable 1.to ~~Legal Proceedings.~~Shareholders

~~There~~At various ~~are~~times nothroughout ~~legal~~the ~~proceedings that~~year ~~have~~ended ~~occurred~~December ~~within~~31, 2014 and the ~~past~~quarter ~~five~~ended ~~years~~March ~~concerning~~31, 2015, our ~~directors~~former orCEO ~~control~~and ~~persons~~shareholder advanced ~~which~~amounts ~~involved~~to athe ~~criminal~~Company ~~conviction, a~~in ~~criminal~~the ~~proceeding,~~form anof ~~administrative~~short-term orloans ~~civil~~to ~~proceeding~~help ~~limiting~~the ~~one’s~~Company ~~participation~~with inoperating ~~the~~capital ~~securities~~as orneeded. ~~banking~~All ~~industries,~~notes orhave aexpired ~~finding~~and are in default. The current amount due as of ~~securities~~March or31, ~~commodities~~2015 ~~law~~is ~~violations~~CAD $433,569, (USD $341,393).

~~Item~~At various 1Atimes throughout the year ended December 31, 2014 and the quarter ended March 31, 2015, a shareholder advanced amounts to the Company in the form of short-term loans to help the company with operating capital as needed. ~~Risk~~On ~~Factors~~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. The current amount due as of March 31, 2015 is CAD $1,100,000, (USD $866,142).

AsOn November we21, ~~are~~2014 the Company and 2264793 Ontario Inc, a ~~smaller~~consolidated ~~reporting~~VIE of the Company, jointly issued a promissory note to ~~company~~Crimson Capital, weLLC ~~are~~for ~~not~~CAD ~~required~~$600,000, (USD $472,441) to ~~provide~~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 ~~information~~Company ~~required~~had the ability to extend the note on a month-by-month ~~this~~basis. ~~item~~The loan was repaid in June 2015. The total interest accrued and paid as of June 2015 was CAD$183,748.

~~Item~~In connection 2with the acquisition of the Brampton Property, the Company loaned to 2264793 Ontario Inc. ~~Unregistered~~ ~~Sales~~the amount of CAD $4,259,222, (approximately USD $3,933,000) to fund a portion of ~~Equity~~the ~~Securities~~down payment on the Brampton Property (the “Down Payment Loan”). This Down Payment Loan was evidence by a promissory note 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%. 2264793 Ontario Inc. is owned by several of our directors, officers, and ~~Use~~shareholders of ~~Proceeds~~Canadian Cannabis Corp.

~~(a) Unregistered~~Off-Balance ~~Sales~~Sheet ~~of Equity Securities.~~Arrangements

~~On June 30, 2014, the Company~~We ~~reserved~~have ~~250,000~~not ~~shares~~entered ofinto ~~its~~any ~~common~~off-balance ~~stock~~sheet toarrangements bethat ~~held~~have asor ~~security~~are ~~for~~reasonably ~~the~~likely ~~first~~to ~~USD~~have ~~$750,000 loan advance of~~ a ~~loan~~current inor ~~the~~future ~~total~~effect ~~amount~~on ofour ~~USD~~financial $1condition,~~250,000~~ ~~made~~changes toin ~~the~~financial ~~Company by Wildhaus Capital Schweiz AG. On August 15~~condition, ~~2014,~~revenues ~~Wildhaus~~or ~~Capital Schweiz AG agreed to a convert USD $750~~expenses,~~000~~ ofresults ~~the debt to equity for the 250,000 shares~~ of ~~the Company’s common stock at a price of USD $3.00 per share. In September 2014~~operations, ~~Wildhaus Capital Schweiz AG agreed to convert the remaining USD $500~~liquidity,~~000~~ ofcapital ~~the debt for an additional~~expenditures ~~166,667~~or ~~shares~~capital ofresources ~~the~~and ~~Company’s~~would ~~common~~be ~~stock~~considered inmaterial ~~full~~to ~~satisfaction of the loan amount due under the note~~investors.

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 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 June 30, 2014, in the amount of 19.5 shares of common stock per one (1) share of common stock held. The effects of the dividend have been reflected in the financial statements accompanying this Quarterly Report of the Company on Form 10-Q.Inflation

~~During~~We do ~~the~~not ~~three~~believe ~~month period~~that ~~ending~~inflation ~~September~~has ~~30,~~had ~~2014,~~in the ~~Company~~past ~~sold~~or anwill ~~aggregate~~have ofin ~~382,400~~the ~~shares~~future ofany ~~its~~significant ~~common~~negative ~~stock~~impact ofon ~~accredited~~our ~~investors at a purchase price of USD $3~~operations.~~00 per share for a total purchase price of USD $1,147,200.~~

~~The transactions described~~Item ~~above~~3. Quantitative and ~~the~~Qualitative ~~shares~~Disclosures ofAbout ~~common~~Market ~~stock involved were exempt from registration provided by Section 4(2) of the Securities Act~~Risk.

26As we are a smaller reporting company, we are not required to provide the information required by this item.

~~(b) Use~~Item of4. ~~Proceeds~~Controls and Procedures.

~~Not~~(a) Evaluation ~~Applicable~~of disclosure controls and procedures.

We maintain disclosure controls and procedures (cas defined in Exchange Act Rule 13a-15(e) ~~Affiliated~~) that are designed to assure that information ~~Purchases~~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 ~~Common~~the ~~Stock~~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-Q 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.

~~None.~~29

~~Item~~Management is 3committed to improving its internal controls and will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities. ~~Defaults~~At ~~Upon~~this ~~Senior~~time, ~~Securities~~however, management has not established a time table for when it intends to address the aforementioned material weaknesses.

~~None~~(b) Changes in internal control over financial reporting.

~~Item~~There were 4.no ~~Mine~~changes ~~Safety~~in ~~Disclosures~~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.

~~Not~~PART II—OTHER ~~applicable.~~INFORMATION

Item 5 1. ~~Other~~Legal ~~Information~~Proceedings.

~~None~~There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

27Item 1A. Risk Factors.

~~Item~~As we 6.are ~~Exhibits~~a smaller reporting company, we are not required to provide the information required by this item.

~~INDEX~~Item 2. TOUnregistered ~~EXHIBITS~~Sales of Equity Securities and Use of Proceeds.

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

(a) Unregistered Sales of Equity Securities.

*10.1		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
*10.2		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
*10.3		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
*10.4		Promissory Note, by and between Canadian Cannabis Corp. and Benjamin Ward, entered into on July 4, 2014
*10.5		Promissory Note, by and between Canadian Cannabis Corp. and Silvio Serrano, entered into on July 4, 2014
*10.6		Promissory Note, by and between Canadian Cannabis Corp. and Wildhaus Capital Schweiz AG, entered into on July 4, 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

Prior management conducted the following private placements:

*	Included in previously filed reporting documents.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
†	Filed herewith
‡	Furnished herewith

Equity Transactions:

28On January 9, 2015, the Company issued 75,000 shares of its common stock for cash consideration of CAD $2.00 per share for a total of approximately CAD $150,000 (USD $127,500).

~~SIGNATURES~~On January 12, 2015, the Company issued 10,000 shares of its common stock for cash consideration of USD $3.00 per share for a total of approximately CAD $35,300 (USD $30,000).

~~Pursuant~~On January to30, 2015, the ~~requirements~~Company issued 40,000 shares of ~~the~~its ~~Securities~~common stock for cash consideration of CAD $2.50 per share for a total ~~and~~of ~~Exchange~~approximately ~~Act~~CAD $100,000 (USD $79,000). As part of ~~1934~~the transaction, the ~~registrant~~investor ~~has~~also ~~duly~~received ~~caused~~a ~~this~~two ~~report~~year warrant to bepurchase an ~~signed~~additional on40,000 ~~its~~shares ~~behalf~~of by the ~~undersigned~~Company’s ~~thereunto~~common ~~duly authorized~~stock at USD $3.00 per share.

	Canadian Cannabis Corp.
Dated: November 14, 2014	By:	/s/ Benjamin Ward
		Benjamin Ward
		Chief Executive Officer (Principal Executive Officer & Principal Financial Officer), President and Director

On February 8, 2015, the Company issued 40,000 shares of its common stock for cash consideration of CAD $2.50 per share for a total of approximately CAD $100,000 (USD $80,000). As part of the transaction, the investor also received a five year warrant to purchase an additional 40,000 shares of the Company’s common stock at USD $2.50 per share.

29On March 5, 2015, the Company issued 8,000 shares of its common stock for cash consideration of USD $3.00 per share for a total of approximately CAD $30,350 (USD $24,000).

On March 10, 2015 the Company issued 18,333 shares of its common stock for cash consideration of CAD $3.00 per share for a total of approximately CAD $55,000 (USD $43,450).

On March 31, 2015 the Company issued 15,000 shares of its common stock for cash consideration of CAD $3.00 per share for a total of approximately CAD $45,000 (USD $35,550).

Convertible Notes:

In March 2015, the Company issued two separate convertible promissory notes, each in the amount of CAD $50,000 to two separate investors. Each of the notes carried an interest rate of 10% per annum and mature on December 31, 2016. Under the agreements, each of the notes are convertible into common shares of the Company at the option of the Holders at a conversion rate of CAD $2.00 per share.

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

(b) Use of Proceeds.

Not Applicable.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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 $932,526, entered into on December 31, 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 31, 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.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
†	Filed herewith
‡	Furnished herewith

(a)	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.

(b)	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 November 15, 2018.

Canadian Cannabis Corp.

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

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