UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Amendment No. 4

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2013

or

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

For the transition period from to

Commission File Number 333-183239

 

CANNABIS CAPITAL CORP.

(Formerly World Stevia Corp.)
(Exact name of registrant as specified in its charter)

Nevada	99-0373498
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

9107 Wilshire Blvd, Suite 450,

Beverly Hills, CA 90210

(Address of principal executive offices)

 

+1 (866) 784-7239
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) /of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [ ]	Smaller reporting company [ X ]

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

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

Check 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

APPLICABLE ONLY TO CORPORATE ISSUERS:

125,000,000 common shares issued and outstanding as of October 31, 2013

 

Explanatory Note

Amendment No.4 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended October 31, 2013 which the Registrant previously filed with the Securities and Exchange Commission on December 9, 2013 (the “Original Filing”). The Registrant is filing this Amendment because the 5:1 forward split was not properly reflected in the balance sheet. The business overview and exhibit list have also been updated to reflect Form 8-K filed in February 2014.

Except as set forth above, the Original Filing has not been amended, updated or otherwise modified. Other events occurring after the filing of the Form 10-Q/A or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of this Form 10-Q/A.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements
	Condensed Balance Sheets (unaudited)	4
	Condensed Statements of Operations (unaudited)	5
	Condensed Statements of Cash Flows (unaudited)	6
	Notes to the Condensed Financial Statements	7
Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4T. Controls and Procedures PART II – OTHER INFORMATION		12
Item 1.	Legal Proceedings:	12
Item 2.	Unregistered Sales Of Equity Securities	12
Item 4.	Submission Of Matters To A Vote Security Holders:	12
Item 5.	Other Information:	12
Item 6.	Exhibits	12
Item 7.	Signature	12

 

 

PART I – FINANCIAL INFORMATION ITEM 1.  FINANCIAL STATEMENTS The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on July 26, 2013 and can be found on the SEC website at www.sec.gov.    CANNABIS CAPITAL CORP. (Formerly World Stevia Corp.) (A Development Stage Company) Condensed Financial Statements (Expressed in US dollars) October 31, 2013 and April 30, 2013 (unaudited)

 

 

CANNABIS CAPITAL CORP.

(Formerly World Stevia Corp.)

(A Development Stage Company)

Condensed Balance Sheets

 

	October 31, 2013 $	April 30, 2013 $
	(unaudited)	(audited)
ASSETS
Cash and equivalents	267	98
Total current Assets	267	98
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued liabilities	6,944	7,079
Loan payable - stockholder	36,252	33,252
Total current Liabilities	43,196	40,331
Commitments
Stockholders’ Equity
Common Stock, $0,001 par, value; 200,000,000 shares authorized,
125,000,000 and 125,000,000 shares issued and outstanding, respectively	125,000	125,000
Additional paid-in-capital	(100,000)	(100,000)
Deficit accumulated during the development stage	(67,929)	(65,233)
Total Stockholders’ Deficit	(42,929)	(40,233)
Total Liabilities and Stockholders’ Deficit	267	98

 

 

CANNABIS CAPITAL CORP.

(Formerly World Stevia Corp.)

(A Development Stage Company)

Condensed Statement of Operations

(unaudited)

  

	For the Three Months Ended October 31, 2013 $	For the Three Months Ended October 31, 2012 $	For the Six Months Ended October 31, 2013 $	For the Six Months Ended October 31, 2012 $	Accumulated from August 8, 2011 (date of inception) to October 31, 2013 $
Revenue	0	0	0	0	0
Operating Expenses
Advertising and promotion	128	0	128	0	128
General and administrative	1,206	239	862	822	10,516
Professional fees	293	2,097	1,706	13,267	57,285
Total Operating Expenses	1,627	2,336	2,696	14,089	67,929
Loss from operations	(1,627)	(2,336)	(2,696)	(14,089)	(67,929)
Other Income and Expense	0	0	0	0	0
Net Loss	(1,627)	(2,336)	(2,696)	(14,089)	(67,133)
Net Loss per Share – Basic and Diluted	0	0	0	0	0
			125,000,000
Weighted Average Shares Outstanding – Basic and Diluted	125,000,000	125,000,000		125,000,000	93,750,000

 

 

 

CANNABIS CAPITAL CORP.

(Formerly World Stevia Corp.)

(A Development Stage Company)

Condensed Statement of Cash Flows

(unaudited)

 

		For the Six Months Ended October 31, 2013 $	For the Six Months Ended October 31, 2012 $	Accumulated from August 8, 2011 (date of inception) to October 31, 2013 $
Operating Activities
Net loss for the period		(2,696)	(14,089)	(67,929)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(135)	0	6,944
Net Cash Used In Operating Activities		(2,831)	(14,089)	(60,985)
Financing Activities
Due to Shareholder		3,000	0	36,252
Proceeds from sale of common stock		0	0	25,000
Net Cash Provided by Financing Activities		3,000	0	61,252
Increase in Cash		169	(14,089)	267
Cash – Beginning of Period		98	14,440	0
Cash – End of Period		267	351	267
Supplemental Disclosures
Interest paid		0	0	0
Income tax paid		0	0	0

 

 

 

CANNABIS CAPITAL CORP.

(Formerly World Stevia Corp.)

(A Development Stage Company)

Condensed Notes to Financials

(unaudited)

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Cannabis Capital Corp (formerly World Stevia Corp.) ("CBCA" or the "Company") was incorporated in Nevada in August 2011. The Company has been in the development stage since its inception and has not generated any revenue to date.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended April 30, 2013.

 

The balance sheet at April 30, 2013 has been derived from the audited financial statements at that date but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and notes thereto for the fiscal year ended April 30, 2013.

 

Revenue Recognition

 

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

 

Revenue is recognized at the time the product is delivered or services are performed. Provision for sales returns are estimated based on the Company's historical return experience. Revenue is presented net of returns.

 

 

 

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Segment Information

 

The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

 

Net Loss Per Common Share

 

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at October 31, 2013.

 

Income Taxes

 

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

 

SC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

 

 

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Stock-Based Compensation

 

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

 

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At October 31, 2013 the Company had cash equivalents of $150.

 

Recent Pronouncements

 

There are no recent accounting pronouncements that apply to the Company.

 

Note 2. LOAN PAYABLE - STOCKHOLDER

 

During the six period ended October 31, 2013 a stockholder and officer of the Company advanced the Company $3,000 to pay for certain expenses. The loan has a balance of $36,252 at October 31, 2013, bears no interest and is payable on demand.

 

Note 3. STOCKHOLDERS' EQUITY

 

In February 2012, the Company issued 25,000,000 shares of common stock at par value. In August 2013, the Company authorized a 5:1 forward split of the Company's issued and outstanding common shares. Immediately after the split the Company had 125,000,000 shares of common stock issued and outstanding.

 

Note 4. INCOME TAXES

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

 

Income tax provision at the federal statutory rate: 25%

Effect of operating losses: (25)%

Total: 0%

 

As of October 31, 2013, the Company has a net operating loss carryforward of approximately $68,000. This loss will be available to offset future taxable income. If not used, this carryforward will begin to expire in 2032. The deferred tax asset relating to the operating loss carryforward has been fully reserved at October 31, 2013.

 

Note 5. BASIS OF REPORTING

 

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

 

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from inception (August 8, 2011) to October 31, 2013, the Company incurred a net loss of approximately $68,000. In addition, the Company has no significant assets or revenue generating operations.

 

The Company currently does not have sufficient cash to sustain itself for the next 12 months, and will require additional funding in order to execute its plan of operations and to continue as a going concern. To meet its cash needs, management expects to raise capital through a private placement offering. In the event that this funding does not materialize, certain stockholders have agreed, orally, to loan, on a non-interest bearing demand basis, sufficient funds to maintain the Company's operations for the next 12 months.

 

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Note 6. SUBSEQUENT EVENTS

 

In accordance with ASC 855, management has evaluated the subsequent events through the date of issuance of the financial statements. Based upon this evaluation, there are no subsequent events that require disclosure.

 

 

 

 

 

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.   Business Overview Cannabis Capital Corp (CBCA) is a United States company actively pursuing investment opportunities in the rapidly growing global medical cannabis industry. CBCA intends to invest in companies positioned to make a significant impact within the global medical and legal marijuana markets. These early stage investments provide emerging companies with access to larger capital sums to help elevate their status from start-ups to a mature and durable brand leaders. Recent legislative changes around the world are creating compelling investment opportunities in which CBCA is positioned to be an identifier of and an early stage investor in promising companies in the industry.

 

Liquidity and Capital Resources
Cash Flows
		Six Months Ended October 31, 2013		Six Months Ended October 31, 2012		Since inception (August 8, 2011) to October 31, 2013
Net Cash Used by Operating Activities	$	(2,831)	$	(14,089)	$	(60,985)
Net Cash Used by Investing Activities	$	0	$	0	$
Net Cash From Financing Activities	$	3,000	$	0	$	61,252
Net Increase (Decrease) in Cash During the Period	$	169	$	(14,089)	$	267

 

 

Through October 31, 2013, the Company had not carried on any significant operations and had not generated any significant revenues. The Company has incurred losses since inception aggregating approximately $68,000. We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through its financing activities. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company may not be able to raise additional financing to cover operating deficits.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit since inception (August 8, 2011) to the quarter ended October 31, 2013 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations.  However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Results of Operations for the Three Months Ended October 31, 2013 and 2012

Revenues

Revenues for the three months ended October 31, 2013, and October 31, 2012 were $0 and $0, respectively.

Net Loss

For the three months ended October 31, 2013 and October 31, 2012 we incurred net losses of $1,627 and $2,336, respectively.

Expenses

Our total expenses for the three months ended October 31, 2013 were $1,627 which consisted of $1,206 of professional fees, $293 of general and administrative expenses, and $128 in advertising and promotional fees.  Our general and administrative expenses consist of bank charges, phone and postage expenses, and other miscellaneous expenses. Since inception (August 8, 2011) to October 31, 2013, we incurred total expenses of $67,929, which consisted of $57,285 of professional fees, $10,516 of general and administrative expenses, and $128 of advertising and promotional fees.
  

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Off-Balance Sheet Arrangements

 

As of October 31, 2013, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

 

 

ITEM 4T.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2013. Based on the evaluation of these disclosure controls and procedures, our sole officer concluded that our disclosure controls and procedures are ineffective.

 

 

Changes in internal controls

 

There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended October 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us.  None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.  Management is not aware of any other legal proceedings that have been threatened against us.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

N/A.

ITEM 5.  OTHER INFORMATION

None.

 

Exhibit	Exhibit
Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 21, 2014

/s/ Chad S Johnson

 Chad S Johnson 

Chief Executive Officer,

President, Treasurer and Director

 

Date: March 21, 2014

/s/ Robert Kane

 Robert Kane 

Chief Financial Officer and Director