Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was formed as a Colorado corporation in April 2004. On December 31, 2018 the Company acquired all of the outstanding common stock of Pure Harvest Cannabis Producers, Inc., (“PHCP”) in exchange for 17,906,016 (post-split) shares of the Company’s common stock. The transaction was accounted for as a reverse acquisition. The accompanying consolidated financial statements are those of PHCP prior to December 31, 2018 and exclude the financial position, results of operations, cash flows and stockholders’ equity of the Pocket Shot Company prior to December 31, 2018. See “Reverse Acquisition” below for additional information. As a result of the acquisition of PHCP, the Company’s new business involves the acquisitions and operations of licensed marijuana cultivation facilities, manufacturing facilities and dispensaries. The Company will continue to collect royalties for licensing the Company’s patent and the trademarks in connection with manufacturing and sale of Pocket Shot branded specialty alcohol beverage pouches. The Company changed its name to Pure Harvest Cannabis Group, Inc. in February 2019. On March 15, 2019, shareholders owning a majority of the Company’s outstanding shares approved the following amendments to the Company’s Articles of Incorporation: Increasing the authorized capital stock of the Company to 250,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value. The preferred stock may be issued in one or more series as may be determined by the Company’s Board of Directors. The designations, powers, rights, preferences, qualifications, restrictions and limitations of the preferred stock shall be established from time to time by the Company’s Board of Directors; and Forward splitting the outstanding shares of the Company’s common stock on a two-for-one basis. The Company’s accounting year end is December 31. Reverse Acquisition On December 31, 2018 the Company (“The Pocket Shot Company”) acquired all of the outstanding common stock of PHCP in exchange for 17,906,016 (post-split) shares of the Company’s common stock. In addition, the shareholders of PHCP were issued warrants to purchase 17,906,016 (post-split) shares of the Company’s common stock. The warrants have an exercise price of $4.00 per share and a life of three years. The issuance of the warrants did not have an impact on the financial statements and was reflected similar to the shares issued to PHCP as discussed below. The transaction was accounted for as a reverse acquisition since: (i) the shareholders of PHCP owned the majority of the outstanding common stock of the Company after the share exchange; (ii) a majority of the directors of the Company are also directors of PHCP; and (iii) the old officers of the Company were replaced with officers designated by PHCP. Effective December 31, 2018, the Company’s stockholders’ equity was retroactively recapitalized as that of PHCP, while the stockholders’ equity of the Company was recorded as being acquired in the reverse acquisition. The Company and PHCP remain separate legal entities (with the Company as the parent of PHCP). The accompanying consolidated financial statements are those of PHCP prior to December 31, 2018 and exclude the financial position, results of operations, cash flows and stockholders’ equity of The Pocket Shot Company prior to December 31, 2018. All references to common stock, share and per share amounts have been retroactively restated to reflect as if the transaction had taken place as of the beginning of the earliest period presented. The Company’s assets and liabilities pre- reverse acquisition: Net Assets Acquired: Cash $ 22,501 Accounts receivable 22,802 Inventory 63,940 Machinery & equipment 30,550 Total Assets $ 139,793 Accounts payable and other current liabilities $ 14,765 Due to related parties 11,358 Total Liabilities $ 26,123 Net Assets Acquired $ 116,670 The following summarized unaudited consolidated pro forma information shows the results of operations of the Company had the reverse acquisition occurred on January 1, 2017: Pro-forma: 2018 2017 Revenues $ 105,869 $ 87,663 Net Loss $ (103,460 ) $ (284,532 ) Net loss per common share – basic and diluted $ (0.01 ) $ (1.81 ) The summarized consolidated pro forma results are not necessarily indicative of results which would have occurred if the reverse acquisition had been in effect for the periods presented. Further, the summarized unaudited consolidated pro forma results are not intended to be a projection of future results. Restatement On April __, 2020, management of Pure Harvest Cannabis Group, Inc. (the “Company”) that previously filed consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 required restatement. In May 2019, the Company leased a property which the Company intends to use as a marijuana retail dispensary. The initial term of the lease is for a period of three years. The Company has an option to purchase the property at prices ranging between $1,400,000 and $1,600,000 at various dates prior to May 1, 2022. The Company issued the landlord 400,000 shares of its post-split common stock in consideration for the option to purchase the property. At inception of the lease on May 1, 2019, the Company should have recorded a “right of use” asset and liability due to the Company adopting Accounting Standards Codification 842- Leases on January 1, 2019. In addition, the 400,000 shares issued for the option to purchase the property should have been recorded as deferred rent and amortized to rent expense using the straight-line method over the term of the lease. The following is the impact of the restatement on the consolidated balance sheet as of September 30, 2019: September 30, 2019 September 30, 2019 Change (as reported) (as restated) Deferred rent $ - $ 93,333 $ 93,333 Total Current Assets - 244,691 93,333 Deferred rent, net of current portion - 147,778 147,778 Right of use asset - 200,207 200,207 Total Assets $ 468,882 $ 910,201 $ 441,318 Accrued Liabilities $ - $ 75,131 $ 75,131 Total Current Liabilities - 1,154,506 1,154,506 Right of Use Liabilities, net of Current Portion - 140,076 140,076 Total Liabilities 1,079,375 1,294,582 215,207 Common Stock 322,034 326,034 4,000 Additional Paid-in Capital 313,861 589,861 276,000 Accumulated Deficit (1,246,387 ) (1,300,276 ) (53,889 ) Total Stockholders’ Deficit (610,492 ) (384,381 ) 226,111 Total Liabilites and Stockholders’ Deficit $ 468,882 $ 910,201 $ 441,318 The following is the impact of the restatement on the consolidated statements of operations for the three and nine months ended September 30, 2019: Three Months Ended September 30, 2019 Change (as reported) (as restated) General and Administrative Expenses $ 213,917 $ 246,251 $ 32,333 Total Costs and Expenses 222,401 254,734 32,333 Net Loss $ (212,885 ) $ (245,219 ) $ (32,333 ) Basic and Diluted Net Loss per Common Share $ (0.01 ) $ (0.01 ) $ (0.00 ) Nine Months Ended September 30, 2019 Change (as reported) (as restated) General and Administrative Expenses $ 938,777 $ 992,666 $ 53,889 Total Costs and Expenses 1,015,115 1,069,003 53,889 Net Loss $ (995,073 ) $ (1,048,962 ) $ (53,889 ) Basic and Diluted Net Loss per Common Share $ (0.03 ) $ (0.03 ) $ (0.00 ) The following is the impact of the restatement on the consolidated statement of cash flows for the nine months ended September 30, 2019: Nine Months Ended September 30, 2019 Change (as reported) (as restated) Net Loss $ (995,073 ) $ (1,048,962 ) $ (53,889 ) Deferred Rent - 38,889 38,889 Right of Use Asset and Liability - 15,000 15,000 Net Cash Used in Operating Activities $ (399,105 ) $ (399,105 ) $ (0 ) Non-Cash Investing and Financing Actity Common Stock Issued in Connection with Operating Lease $ - $ 280,000 $ 280,000 See Note 5 for additional information. |