RESTATEMENT | NOTE 3 - RESTATEMENT In preparing the financial statements for the year ended December 31, 2014, the Company (through procedures performed by its independent auditors) determined that it had failed to properly value shares issued for services and shareholder conversions and properly identify and value derivatives related to a convertible note with associated warrants. As the result of this error, we are restating our financial statements ("The Restatement") and associated disclosures to include the cost associated with the shares issued and the derivatives associated with the convertible note and warrants. The error resulted in the understatement of non-cash expenses and a corresponding understatement of net loss by $1,699,129, for the year ended December 31, 2014. Also in this restatement, the Company has reclassified the accounts and operations related to Mamaki of Hawaii, Inc., a wholly-owned subsidiary, that was sold in 2015 as discontinued operations as discussed in Note 13. Balance Sheet Accounts As Previously Stated Reclassify Mamaki Correction of Derivative and Stock Valuations As Restated Cash $ 82.400 $ (4,896 ) $ 77,504 Accounts receivable 780 (780 ) 0 Prepaid expenses 32,700 (32,700 ) 0 Land 150,000 (150,000 ) 0 Buildings 871,842 (871,842 ) 0 Equipment 1,084,755 (996,052 ) 88,703 Accumulated depreciation (312,946 ) 298,885 (14,061 ) Mine Properties 100,000 (100,000 ) 0 Investments 90,000 (90,000 ) 0 Debt issue costs 55,427 (55,427 ) 0 Assets related to discontinued operations 0 1,757,643 1,757,643 Total $ 2,155,214 $ 0 $ (233,302 ) $ 1,909,789 Accounts payable $ 70,568 $ (35,582 ) $ 34,986 Advances from shareholders 181,272 181,272 Accrued expenses 733,316 (579,725 ) 153,591 Convertible note payable, net 136,801 (89,601 ) 47,200 Derivative liability 0 239,789 239,789 Term notes 1,245,211 (1,245,211 ) 0 Liabilities related to discontinued operations 0 1,860,518 1,860,518 Total $ 4,189,845 $ 0 $ 150,189 $ 4,340,034 Class B common $ 1,574 $ 0 $ 0 $ 1,574 Class A common 14,557 0 0 14,557 Additional paid-in-capital 4,679,538 0 1,303,515 5,983,53 Accumulated deficit (6,730,300 ) 0 (1,699,129 ) (8,429,429 ) Total $ 2,034,631 ) $ 0 $ (383,489 ) (2,418,120 ) Statement of Operations As Previously Stated Mamaki Reclassification Correction of Derivative and Stock Valuations As Restated Sales $ 24,581 $ (24,581 ) 0 $ 0 Cost of sales 54,696 (54,696 ) 0 0 Gross profit (30,115 ) (30,115 ) 0 0 Expenses General and administrative 2,092,746 (415,009 ) 563,339 2,241,076 Research and development 218,000 0 0 218,000 Depreciation 119,350 (118,954 ) 0 396 2,430,096 (533,963 ) 563,339 2,459,472 Operating loss Other expenses (2,460,211 ) (564,078 ) (563,339 ) (2,459,472 ) Impairment on investments 0 0 (190,000 ) (190,000 ) Loss on derivative 0 0 (91,395 ) (91,395 ) Interest expense (225,135 ) (150,756 ) (842,270 ) (928,774 ) Operating loss from continuing operations (2,685,346 ) (714,834 ) (1,687,004 ) (3,669,641 ) Loss from discontinued operations 0 (714,834 ) 0 (714,834 ) Loss before income taxes (2,685,346 ) 0 (1,687,004 ) (4,384,475 ) Provision for income taxes 0 0 0 0 Net loss $ (2,685,346 ) $ (714,834 ) (1,687,004 ) $ (4,384,475 ) Basic loss per share Operating loss $ (0.03 ) Loss from discontinued operations $ (0.00 ) Statement of Cash Flows Accounts As Previously Stated Mamaki Reclassification Correction of Derivative and Stock Valuations As Restated Net loss from operations $ (2,685,346 ) $ (714,834 ) $ (269,461 ) $ (3,669,641 ) Depreciation 119,350 (118,955 ) 0 395 Interest and amortization of debt discounts 0 64,836 64,836 Stock issued for services 738,842 0 563,409 1,302,251 Impairment provisions 0 0 190,000 19,000 Warrants 89,568 0 (89,568 ) 0 Debt issue costs amortized 0 0 12,125 12,125 Accounts receivable 900 (900 ) 0 0 Prepaid expenses 21,149 (21,149 ) 0 0 Accounts payable (9,287 ) (10,532 ) 0 (19,819 ) Accrued management fees 493,851 0 0 493,851 Derivative liability 0 0 239,789 239,789 Accrued expenses 262,332 (240,240 ) 22,092 Net Cash Provided by Operations (968,641 ) 323,056 1,081,812 (1,455,517 ) Advances and conversions from shareholders 729,029 0 798,151 1,582,049 Proceeds from convertible note 136,801 0 (89,601 ) 47,200 Decrease in notes payable (120,393 ) 90,393 0 (30,000 ) Proceeds from sale of common stock 336,500 0 0 336,500 Net Cash Provided by Financing 1,049,855 90,393 157,859 1,935,749 Cash used in discontinued operations (402,823 ) (402,823 ) Net Increase in Cash $ 81,214 $ (3,805 ) $ 77,409 |