RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | 2. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS We are restating our previously issued consolidated financial statements for the 3 and 6 months ended September 30, 2014 (the Original Statements). On March 20, 2015, we received a comment letter from the SEC advising us of a number of filing deficiencies. In particular, they stated that with the acquisition of River Ridge Sunshine Farms LLC we no longer met the criteria of Rule 3-11 of Regulation S-X. Therefore, we were required to have the interim financial statements included in the Forms 10-Q for the quarter ended September 30, 2014 reviewed by our independent accountant. All amounts and disclosures in this Quarterly Report on Form 10-Q/A, Amendment No. 1, have been restated to correct any misstatements found by our independent accountant as a result of their review. The effect of the restatement to the Original Statements is set forth in this footnote. Comparison of restated financial statements to financial statements as originally issued UNAUDITED CONSOLIDATED BALANCE SHEET September 30, 2014 (Original) Adjustments September 30, 2014 (Restated) ASSETS Current Assets Cash $ 12,124 $ - $ 12,124 Accounts receivable 29,245 (29,245) - Notes receivable 8,849 (8,849) - Total current assets 50,218 (38,094 12,124 Non-current assets Acquisition of subsidiary 46,500,000 (46,500,000) - Buildings and infrastructure, net 284,871 2,005 286,876 Total non-current assets 46,784,871 (46,497,005) 286,876 TOTAL ASSETS $ 46,835,089 $ (46,536,089) $ 299,000 LIABILITIES AND STOCKHOLDERS DEFICIENCY Current Liabilities Accounts payable and accrued liabilities $ 75,176 $ 17,543 $ 92,719 Convertible notes payable 409,327 (5,603) 403,724 Due to related parties 51,459 (6,850) 44,609 Total current liabilities 535,962 5,090 541,053 Long Term Liabilities Deferred vendor incentive, net - 4,764 4,764 TOTAL LIABILITIES 535,962 9,854 545,817 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS DEFICIENCY Common Stock 148,660 (7,778) 140,882 Additional paid-in capital 190,476,920 (76,571,145) 113,905,775 Accumulated deficit (144,326,453) 30,032,980 (114,293,473) Total stockholders deficiency 46,299,127 (46,545,943) (246,817) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY $ 46,835,089 $ (46,536,089) $ 299,000 UNAUDITED CONSOLIDATED INCOME STATEMENTS For the Three Months Ended September 30, 2014 (Original) Adjustments September 30, 2014 (Restated) REVENUE $ 29,245 $ (29,245) $ - EXPENSES Management fees - 2,930 2,930 General and administrative 18,218 8,682 26,900 Interest - 153,295 153,295 Professional fees 7,700 (1,130) 6,570 TOTAL OPERATING EXPENSES 25,918 163,777 189,695 NET INCOME (LOSS) FROM OPERATIONS 3,327 (193,022) (189,695) OTHER EXPENSE Investment loss - - - Loss on extinguishment of debt (61,812,500) 61,812,500 - Impairment of goodwill - - - TOTAL OTHER EXPENSE (61,812,500) 61,812,500 - NET INCOME (LOSS) $ (61,809,173) $ 61,619,478 $ (189,695) GAIN (LOSS) PER COMMON SHARE $ (0.46) $ (0.00) WEIGHTED AVERAGE OUTSTANDING SHARES Basic and diluted 134,923,472 340,756,360 UNAUDITED CONSOLIDATED INCOME STATEMENTS For the Six Months Ended September 30, 2014 (Original) Adjustments September 30, 2014 (Restated) REVENUE $ 29 ,245 $ (29,245) $ - EXPENSES Management fees 48,200,000 (17,106,518) 31,093,482 General and administrative 30,573 3,736 34,309 Interest - 399,715 399,715 Professional fees 58,120 (43,185) 14,935 TOTAL OPERATING EXPENSES 48,288,693 (16,746,252) 31,542,441 NET INCOME (LOSS) FROM OPERATIONS (48,259,448) 16,717,007 (31,542,441) OTHER EXPENSES Investment loss (156,212) - (156,212) Loss on extinguishment of debt (64,850,500) 64,850,500 - Impairment of goodwill - (51,482,198) (51,482,198) TOTAL OTHER EXPENSES (65,006,712) 13,368,302 (51,638,410) NET INCOME (LOSS) $ (113,266,159) $ 30,085,309 $ (81,180,850) GAIN (LOSS) PER COMMON SHARE $ (2.05) $ (0.24) WEIGHTED AVERAGE OUTSTANDING SHARES Basic and diluted 55,381,868 340,756,360 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW For the Six Months Ended September 30, 2014 (Original) Adjustments September 30, 2014 (Restated) OPERATING ACTIVITIES Net income (loss) $ (113,266,159) $ 30,085,159 $ (83,180,150) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash management fees 48,200,000 (17,127,778) 31,072,222 Non-cash interest expense - 392,279 392,279 Non-cash impairment of goodwill - - 51,460,000 Depreciation - 1,196 1,196 Investment loss 156,212 - 156,212 Changes in operating assets and liabilities: Accounts payable and accrued liabilities 48,738 20,295 69,033 Accounts receivable (29,245) 29,245 - Note receivable (8,849) 8,849 - Shares issued in debt conversion 64,850,500 (64,850,500) - Deferred vendor incentive - (572) (572) Net cash used in operating activities (48,803) 18,323 (30,480) INVESTING ACTIVITIES Investment in Indie Growers Union - (106,212) (106,212) Buildings and infrastructure (284,871) (3,201) (288,072) Net cash used in investing activities (284,871) (109,413) (394,284) FINANCING ACTIVITIES Advances from (payments to) related parties 13,209 31,400 44,609 Advances for convertible debt, net 295,270 97,009 392,279 Net cash provided by financing activities 308,479 128,409 436,888 Net change in cash (25,195) 37,319 12,124 CASH, BEGINNING OF PERIOD 37,319 (37,319) - CASH, END OF PERIOD $ 12,124 $ - $ 12,124 |