UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2014
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to___________
For the transition period from to
Commission File Number 333-183239
CROWN BAUS CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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Nevada | 99-0373498 |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) | |
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9107 Wilshire Blvd, Suite 450, Beverly Hills, CA | 90210 |
(Address of principal executive offices) | (Zip Code) |
(866) 784-7239
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No þ
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 o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No þ
As of June 30, 2013, which was the last business day of the registrants most recent second fiscal quarter, the aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was $545,000 based on the closing sale price of $0.0545 per share on that date. For the purposes of the foregoing calculation only, all directors, executive officers, related parties and holders of more than 10% of the issued and outstanding common stock of the registrant have been deemed affiliates.
Number of common shares outstanding at September 15, 2014: 143,550,000
TABLE OF CONTENTS
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PART I | |
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Item 1. Business | 3 |
Item 1A. Risk Factors | 4 |
Item 1B. Unresolved Staff Comments | 4 |
Item 2. Properties | 5 |
Item 3. Legal Proceedings | 5 |
Item 4. Mine Safety Disclosures | 5 |
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PART II | |
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Item 5. Market for Common Equity and Related Stockholder Matters | 6 |
Item 6. Management Discussion and Analysis of Financial Condition and Result of Operations | 7 |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation | 7 |
Item 8. Controls and Procedures | 8 |
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PART III | |
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Item 10. Directors, Executive Officers and Corporate Governance | 10 |
Item 11. Executive Compensation | 10 |
Item 12. Security Ownership of Certain Beneficial Owners and Management | 11 |
Item 13. Certain Relationships, Related Transactions and Director Independence | 12 |
Item 14. Principal Accountant Fees and Services | 12 |
Item 15. Exhibits and Financial Statement Schedules | 13 |
Signatures | 14 |
PART I
ITEM 1. Business
Forward-looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.
As used in this annual report, the terms "we", "us", "our", the Company, and "Cannabis Science" mean Cannabis Science, Inc., unless otherwise indicated.
All dollar amounts refer to U.S. dollars unless otherwise indicated.
Overview
Crown Baus Capital Corp. (We or the Company) was incorporated pursuant to the laws of the State of Nevada on August 8, 2011 as Flow Tech Solutions, Inc. The Company changed its name from Cannabis Capital Corp. to Crown Baus Capital Corp. on June 10, 2014.
The Company is focused on becoming a global acquisition-based company targeting five primary industries: high-tech, pharmaceutical development, entertainment & media, education, and financial services.
High-Tech
The Company is working on high-tech development for growing technology business from the incubation stage, consulting and expanding your business to a level of profitability that exceeds your expectations.
The Company acquired WebCongress, Inc. (WC) on May 1, 2014, a wholly-owned subsidiary of Crown Baus Capital, is both a high-tech services and marketing company and a well-known series of digital marketing events covering technical innovations and high value networking. WebCongress Conferences attract web and high-tech professionals and media throughout Europe and North/South America from start-ups to Fortune 100 corporations, including such companies as Google, Facebook, Twitter, YouTube, Spotify, Blackberry, Microsoft, Skype, Samsung, Intel, and Ericsson. WC has one principal goal: teaching online marketing strategies by involving leading companies in the industry. Each year a series of events is organized in different cities, such as in Spain, the U.S., Colombia, and The Netherlands. Currently, WC is hosting its 2014-2015 Americas Tour. WC also has an academy, consulting, and other educational platforms to complement its high profile events. Through the touch of all of WC's activities, more than 500,000 people have been inspired and educated in tech and online marketing on a global scale.
Pharmaceutical Development
The Company is focusing on pharmaceutical development, including: horticulture, laboratories, manufacturing, distribution, patient education, and tracking. Crown Baus Capital focuses on global markets and participates in both national and state markets. Crown Baus intends to have product lines in its portfolio that represent nutraceuticals, cosmetics, and food supplements. Nutraceuticals typically are described capsules, oils, food products, and powders. Cosmetic products include creams, lip balms, anti-aging serums, and makeup.
Entertainment & Media
The Company is working on entertainment and media focused on providing resources for motion pictures, web movies, and television which includes the documentary and reality TV markets. Our resources focus on production, distribution, and finance. The Company has developed a niche business model for production, artist management, distribution, events and concerts, and finance.
Education
The Company provides educational resources and services to professionals where the focus is on higher education and efficiency through technology. The thirst for our knowledge allowed us to put together an educational program that is sought after worldwide. Accreditation models motivate existing professionals and educators to maintain their careers through professional development to stay at the top of their game.
Entry-level education is paramount for the health of any industry, as we recognize that misinformation hurts everyone.
Financial Services
The Company is working on worldwide financial and banking solutions as an alternative to traditional banking for various industries.
Employees
We have two (2) executives under management contracts and six (6) consultants under contract. There are currently no employees in the Company.
Government Regulation
We are currently not subject to any government regulations.
Subsidiaries
We did not have any subsidiaries as of the fiscal year ended April 30, 2014. On May 1, 2014, the Company completed the acquisition of Web Congress, Inc. in exchange for 100,000 Rule 144 restricted common shares with a fair market value of $1,854,000. See subsequent events Note 7 to the financial statements incorporated in Item 7 on this Form 10-K for further details.
Intellectual Property
We have no intellectual property except we own our own domain address which signifies our online presence. Our trade name is our company name which is legally incorporated in the state of Nevada.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive office is located at 9107 Wilshire Boulevard, Suite 450, Beverly Hills, CA 90210.
As of the year ended April 30, 2014, the Company had $50,000 on deposit towards acquiring properties for the development of new business opportunities.
ITEM 3. LEGAL PROCEEDINGS
No officer, director or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
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Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
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Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. Market for Common Equity, Related Stockholder Matters and Purchase of Equity Securities
Our common stock is not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board, under the trading symbol CBIS.OB. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
The following table shows the high and low prices of our common shares on the OTC Bulletin Board for each quarter within the two most recent fiscal years. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:
Fiscal Year Ending April 30, 2013
HIGH
LOW
Quarter Ending July 31, 2012
3.00 3.00
Quarter Ending October 31, 2012
3.00 3.00
Quarter Ending January 31, 2013
3.00 3.00
Quarter Ending April 30, 2013
3.00 3.00
Fiscal Year Ending April 30, 2014
HIGH
LOW
Quarter Ending July 31, 2013
3.00 3.00
Quarter Ending October 31, 2013
3.00 3.00
Quarter Ending January 31, 2014
3.00 3.00
Quarter Ending April 30, 2014
28.0
3.00
Holders
As of the date of this registration statement, we had approximately 62 shareholders of record of our common stock, including CEDE & Co., which holds shares for the beneficial interest of an unknown number of stockholders in brokerage accounts.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Stock Option Grants
As of the date of this prospectus, we had not granted any stock options.
Stock Repurchases
The Company did not make any stock repurchases.
ITEM 6. Selected Financial Data.
Forward Looking Statements
This report on Form 10-K 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.
The following selected financial data should be read in conjunction with Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes appearing in Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
The statements of income data for the years ended April 30, 2013 and 2014 and the balance sheet data at April 30, 2013 and 2014 are derived from our audited financial statements appearing in Item 8 of this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results to be expected in any future period.
ITEM 7. MANGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REULTS OF OPERATION
Liquidity and Capital Resources
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Cash Flows | | | | |
| | April 30, 2014 | | April 30, 2013 |
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Net Cash From (Used by) Operating Activities | $ | (54,055) | $ | (47,594) |
Net Cash Used by Investing Activities | $ | | $ | |
Net Cash From Financing Activities | $ | 56,600 | $ | 33,252 |
Net Increase (Decrease) in Cash During the Period | $ | 2,545 | $ | (14,342) |
Through April 30, 2014, the Company had not carried on any significant operations and had not generated any revenues.
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 of $45,435,412 since inception (August 8, 2011) to the year ended April 30, 2014 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 Year Ended April 30, 2013 and 2012
Revenues
Revenues for the year ended April 30, 2014, and April 30, 2013 were $0.
Net Loss
For the year ended April 30, 2014 and April 30, 2013 we incurred net losses of $ 45,370,179 and $49,094, respectively.
Expenses
Our total expenses for the year ended April 30, 2014 were $ 45,370,179 which consisted of $45,000,000 in stock-based officers and management consultant's compensation, $352,037 in management fees, $16,633 of professional fees, and $1,509 of general and administrative expenses.
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 April 30, 2014, 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CROWN BAUS CAPITAL CORP.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | F-1 |
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Balance Sheets | F-2 |
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Statements of Income | F-3 |
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Statements of Cash Flows | F-4 |
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Statements of Stockholders Equity | F-5 |
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Notes to Financial Statements | F-6 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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Stockholders and Board of Directors |
Crown Baus Capital Corp. |
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We have audited the accompanying balance sheets of Crown Baus Capital Corp. (Formerly: Cannabis Capital Corp.) as of April 30, 2014 and 2013, and the related statements of operations, stockholders' (deficit) and cash flows for the years then ended, and the period from inception (August 8, 2011) to April 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. |
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. |
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crown Baus Capital Corp., as of April 30, 2014 and 2013, and results of its operations and its cash flows for the years then ended, and for the period from inception (August 8, 2011) to April 30, 2014, in conformity with accounting principles generally accepted in the United States of America. |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 2 and 6 to the financial statements, the Company has suffered a loss from operations and is in the development stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Notes 2 and 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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/s/ David A. Aronson, CPA, P.A. |
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David A. Aronson, CPA. P.A. |
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North Miami Beach, Florida |
September 15, 2014 |
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Crown Baus Capital Corp. |
(Formerly Cannabis Capital Corp.) |
(A Development Stage Company) |
Balance Sheets |
April 30, 2014 and 2013 |
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ASSETS | | | | |
| | 2014 | | 2013 |
Current Assets: | | | | |
Cash and equivalents | | $ 2,643 | | $ 98 |
Prepaid expenses | | 40,465,963 | | - |
Total current assets | | 40,468,606 | | 98 |
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Other Assets | | | | |
Deposit | | 50,000 | | - |
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TOTAL ASSETS | | $ 40,518,606 | | $ 98 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Liabilities | | | | |
Accounts payable and accrued expenses | | $ 51,166 | | 7,079 |
Loans payable - stockholders | | 89,852 | | 33,252 |
Total current and total liabilities | | 141,018 | | 40,331 |
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Commitments | | | | |
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Stockholders' Equity: | | | | |
Common stock, $0.001 par value; 200,000,000 shares authorized, | | | | |
142,200,000 and 125,000,000 shares issued and outstanding, respectively | 142,200 | | 125,000 |
Additional paid in capital | | 85,670,800 | | (100,000) |
Deficit accumulated during development stage | | (45,435,412) | | (65,233) |
Total Stockholders' Equity | | 40,377,588 | | (40,233) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ 40,518,606 | | $ 98 |
See accompanying notes to financial statements
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Crown Baus Capital Corp. |
(Formerly Cannabis Capital Corp.) |
(A Development Stage Company) |
Statements of Operations |
For the Years Ended April 30, 2014 and 2013 and for the Period |
From August 8, 2011 (Inception) to April 30, 2014 |
| | From August 8, 2011 (Inception) to April 30, 2014 | | 2014 | | |
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Revenue | | $ - | | $ - | | $ - |
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Expenses: | | | | | | |
Officers compensation | | 45,000,000 | | 45,000,000 | | - |
Management fees | | 352,037 | | 352,037 | | - |
Professional fees | | 72,212 | | 16,633 | | 40,000 |
Other | | 11,163 | | 1,509 | | 9,094 |
| | 45,435,412 | | 45,370,179 | | 49,094 |
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Net loss before provision for income taxes | (45,435,412) | | (45,370,179) | | (49,094) |
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Provision for income taxes | | - | | - | | - |
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Net loss | | $ (45,435,412) | | $ (45,370,179) | | $ (49,094) |
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Basic and diluted loss per share | | $ (0.46) | | $ (0.35) | | $ (0.00) |
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Basic and diluted weighted average number | | | | | |
of shares outstanding | | 99,784,353 | | 128,004,933 | | 125,000,000 |
See accompanying notes to financial statements
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Crown Baus Capital Corp. |
(Formerly Cannabis Capital Corp.) |
(A Development Stage Company) |
Statement of Stockholders' Equity |
For the Period from August 8, 2011 (Inception) to April 30, 2014 |
| | | | | | | Additional Paid in Capital | | Accumulated Deficit During Development Stage | | Total Stockholders' Equity |
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| | Common Stock | | | | |
| | Shares | | Amount | | | | |
Balance at - August 8, 2011 (inception) | | - | | $ - | | | $ - | | $ - | | $ - |
Issuance of common shares for cash at | | | | | | | | | | | |
at $0.0002 per share as restated for 5:1 forward split | | 125,000,000 | | 125,000 | | | (100,000) | | - | | 25,000 |
Net loss | | - | | - | | | - | | (16,139) | | (16,139) |
Balance - April 30, 2012 | | 125,000,000 | | 125,000 | | | (100,000) | | (16,139) | | 8,861 |
Net loss | | - | | - | | | - | | (49,094) | | (49,094) |
Balance - April 30, 2013 | | 125,000,000 | | 125,000 | | | (100,000) | | (65,233) | | (40,233) |
Issuance of common shares for services | | 15,000,000 | | 15,000 | | | 44,985,000 | | - | | 45,000,000 |
Issuance of common shares for services | | 1,000,000 | | 1,000 | | | 18,539,000 | | - | | 18,540,000 |
Issuance of common shares for services | | 1,200,000 | | 1,200 | | | 22,246,800 | | - | | 22,248,000 |
Net loss | | - | | - | | | - | | (45,370,179) | | (45,370,179) |
Balance - April 30, 2014 | | 142,200,000 | | $ 142,200 | | | $ 85,670,800 | | $ (45,435,412) | | $ 40,377,588 |
See accompanying notes to financial statements
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Crown Baus Capital Corp. |
(Formerly Cannabis Capital Corp.) |
(A Development Stage Company) |
Statements of Cash Flows |
For the Years Ended April 30, 2014 and 2013 and for the Period |
From August 8, 2011 (Inception) to April 30, 2014 |
| | | | From August 8, 2011 (Inception) to April 30, 2014 | | 2014 | | |
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| | | | | | 2013 |
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Cash flows from operating activities: | | | | | |
Net loss | $ (45,435,412) | | $ (45,370,179) | | $ (49,094) |
Adjustments to reconcile net loss to net cash used | | | | |
by operating activities: | | | | | |
Prepaid expenses | (40,465,963) | | (40,465,963) | | - |
Security deposit | (50,000) | | (50,000) | | - |
Accounts payable and accrued expenses | 51,166 | | 44,087 | | 1,500 |
Common stock issued for services | 85,788,000 | | 85,788,000 | | |
Net cash used by operating activities | (112,209) | | (54,055) | | (47,594) |
Cash flows from financing activities: | | | | | |
Proceeds from issuance of common stock | 25,000 | | - | | - |
Stockholder's loans | 89,852 | | 56,600 | | 33,252 |
Net cash provided by financing activities | 114,852 | | 56,600 | | 33,252 |
Net increase in cash | 2,643 | | 2,545 | | (14,342) |
Cash at beginning of period | - | | 98 | | 14,440 |
Cash at end of period | $ 2,643 | | $ 2,643 | | $ 98 |
Supplemental cash flow information: | | | | | |
Cash paid during the period for: | | | | | |
Interest | $ - | | $ - | | $ - |
Income taxes | $ - | | $ - | | $ - |
Non-cash transactions For the year ended April 30, 2014, the Company issued 2,200,000 shares of the Company's common stock, or $40,788,000, to certain consultants, pursuant to the terms of their consulting agreements, for services to be provided in future periods. For the year ended April 30, 2014, $322,037 had been expensed. |
During February 2014, the Company issued 15,000,000 shares of its common stock, or $45,000,000, pursuant to the terms of three agreements with officers and stockholders of the Company who are providing management services to the Company. |
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Crown Baus Capital Corp.
Notes to Financial Statements
April 30, 2014
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated under the laws of the State of Nevada, U.S. on August 8, 2011 as Flow Tech Solutions Inc. The Company changed its name to World Stevia Corp on August 15, 2013. The Company changed its name to Cannabis Capital Corp. on March 3, 2014 and subsequently changed its name to Crown Baus Capital Corp. ("CBCA" or the "Company") on June 10, 2014.
On May 1, 2014, the Company acquired WebCongress, Inc. (see Note 7 Subsequent Events).
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.
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 April 30, 2014.
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.
ASC 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.
The Company has unfiled corporate tax returns and has not made any allowances or contingencies for possible penalties for late filing. The Company anticipates filing outstanding tax returns by the end of fiscal 2015.
Stock-Based Compensation
Under ASC Topic 718, Compensation-Stock Compensation, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) as of January 1, 2006 and recognizes stock-based compensation expense using the modified prospective method.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Recent Pronouncements
During the year ended April 30, 2014 and through September 15, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Companys financial statements.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $45,435,412 and had a stockholders equity of $40,377,588 at April 30, 2014.
In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. At April 30, 2014, the Company had insufficient operating revenues and cash flow to meet its financial obligations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire research and growing facilities, and to cover costs of operations, we intend to do so through additional public or private offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings.
Any future financing may involve substantial dilution to existing investors. We had been relying on our common stock to pay third parties for services which has resulted substantial dilution to existing investors.
NOTE 3. RELATED PARTY TRANSACTIONS
During the year ended April 30, 2014 a stockholder of the Company loaned the Company $56,600 to pay for certain expenses. Total loans payable to stockholders at April 30, 2014 totaled $89,852. The loans bear no interest and are payable on demand.
Management Agreements
On February 18, 2013, the Company signed five-year management agreements with Chad S. Johnson, CEO, Robert Kane, CFO, and Raymond Dabney, Managing Consultant. Pursuant to the agreements, the executives and managing consulting were each issued 5,000,000 shares of Rule 144 restricted common stock each with a fair market value of $15,000,000, or $3 per share, in addition to being paid $5,000 each per month for management fees. Only 20,000 shares are deemed vested in 2014 for Mr. Johnson and Mr. Kane, with additional restrictions going forward.
On April 15, 2014, the Company signed a five-year management agreement with Ouali Benmeziane, President of WebCongress, Inc. Pursuant to the agreement Mr. Benmeziane was issued 900,000 shares of Rule 144 restricted common stock with a fair market value of $16,686,000 or $18.54 per share. On May 1, 2014, the Company acquired WebCongress, Inc. from Mr. Benmeziane (see Note 7).
On April 16, 2014, the Company signed five-year management agreements with Alex Frejrud, Chief Creative Officer and Drue Young, Chief Strategy Officer. Pursuant to the agreement Mr. Frejrud and Mr. Young were each issued 500,000 shares of Rule 144 restricted common stock each with a fair market value of $9,270,000 or $18.54 per share.
On April 16, 2014, the Company signed five-year management agreements with Manuel A. Rodriguez Izquierdo, Dir., European Business Development, and Teala D. Smith, Creative Director. Pursuant to the agreement Mr. Rodriguez Izquierdo and Ms. Smith were issued 100,000 shares of Rule 144 restricted common stock each with a fair market value of $3,708,000 or $18.54 per share.
For the year ended April 30, 2014, the following executive compensation was recorded:
| | | |
Related Party | Position | Stock-based Compensation | Management Fees |
Chad S. Johnson | CEO, COO, General Counsel, Director | $ 15,000,000 | $ 10,000 |
Robert Kane | CFO, Director | 15,000,000 | 10,000 |
Raymond Dabney | Managing Consultant | 15,000,000 | 10,000 |
| | $ 45,000,000 | $ 30,000 |
NOTE 4. STOCKHOLDERS' EQUITY
In February 2012, the Company issued 25,000,000 shares of common stock at par value of $0.001.
On August 15, 2013, the Company did a 1:5 forward split 1:5 of its common stock bringing the issued and outstanding common stock to 125,000,000.
During February 2014, the Company issued 15,000,000 shares of its common stock with a fair market value of $45,000,000, as bonuses pursuant to the terms of three management agreements with officer's and stockholders for management services rendered to the Company.
For the year ended April 30, 2014, the Company issued 2,200,000 shares of the Company's common stock with a fair market value of $40,788,000 to certain consultants, pursuant to the terms of their consulting agreements, for services to be provided in future periods. For the year ended April 30, 2014, $322,037 had been expensed.
The Company has not issued any warrants or stock options.
NOTE 5. 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: 35%
Effect on operating losses: (35%)
Total: 0%
As of April 30, 2014, the Company has a net operating loss carry forward of approximately $45,000,000. This loss will be available to offset future taxable income. If not used, this carry forward will begin to expire in 2033. The deferred tax asset relating to the operating loss carry forward has been fully reserved at April 30, 2014.
NOTE 6. 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 April 30, 2014, the Company incurred a net loss of approximately $45,000,000. In addition, the Company has no significant assets or revenue generating operations at April 30, 2014. Notwithstanding, the Company acquired WebCongress, Inc. on May 1, 2014 (see Note 7)
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 7. SUBSEQUENT EVENTS
On May 1, 2014, the Company closed the acquisition of WebCongress, Inc., a Florida corporation and Miami based technology, education and consulting company. Pursuant to the April 15, 2014 Share Purchase Agreement, the Company issued 100,000 Rule 144 Restricted shares of common stock with a fair market value of $1,854,000 or $18.54 per share to the principals, to acquire WebCongress. The Company also committed to funding a total of $3,000,000 to cover operating costs over three years.
On June 24, 2014, the Company entered into a Property Purchase Agreement to acquire properties in Washington State and California for business operations. A total of $200,000 in deposits were paid towards to acquisition of the properties in addition to issued 100,000 Rule 144 restricted shares of common stock with a fair market value of $1,250,000.
On June 24, 2014, the Company entered into a five-year Consulting Agreement with a consultant to perform services related to acquiring properties in Washington, Florida, Colorado and California in addition to managing them for the Company in exchange for 1,150,000 Rule 144 restricted shares of common stock with a fair market value of $14,375,000.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. 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 January 31, 2013. Based on the evaluation of these disclosure controls and procedures, our executive officers 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 year ended April 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
| | | | |
| | | | |
Name | | Age | | Position |
Chad S. Johnson, Esq. | | 47 | | CEO, President, COO & Director |
Robert Kane | | 40 | | CFO & Director |
Raymond Dabney | | 49 | | Managing Consultant |
Family Relationships
There are no family relationships among our officers or directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
We cannot confirm that such forms for reporting persons were filed as required during fiscal year ended April 30, 2014, applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our Executive Officers and Managing Consultant, restricted and unrestricted. Our most highly compensated executive officers other than those reported herein who occupied such positions at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the latest fiscal year ended April, 2014.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Name | | Title | | Year | | Management Fees | Stock Awards | | | Total |
Chad S. Johnson | | CEO | | 2014 2013 | | $10,000 - | $15,000,000 - | | | $15,010,000 - |
Robert Kane | | CFO | | 2014 2013 | | $10,000 - | $15,000,000 - | | | $15,010,000 - |
Raymond Dabney | | Managing Consultant | | 2014 2013 | | $10,000 - | $15,000,000 - | | | $15,010,000 - |
| | | | | | | | | | $45,030,000 |
Stock Option Grants
We have not granted any stock options to the executive officers since our inception.
Compensation Agreements
We have management agreements with executive officers. Members of our Board of Directors do not receive compensation for their services as Directors.
Audit Committee Financial Expert
Our board of directors does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.
| | | | | | |
| | | | | | |
| | | | | | |
Name and Address | | # of Shares Beneficial Held | | Percentage* |
Chad S. Johnson 9107 Wilshire Blvd, Suite 450 Beverly Hills, CA 90210 | | | 5,000,000 | | | 3.5% |
Robert Kane 9107 Wilshire Blvd, Suite 450 Beverly Hills, CA 90210 | | | 5,000,000 | | | 3.5% |
Castor Management Services, Inc.(1) 9107 Wilshire Blvd, Suite 450 Beverly Hills, CA 90210 | | | 75,000,000 | | | 52.2% |
Raymond Dabney(2) 9107 Wilshire Blvd, Suite 450 Beverly Hills, CA 90210 | | | 80,000,000 | | | 55.7% |
All directors and executive officers as a group | | | | | | |
The table above is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
* Based on 143,550,000 issued and outstanding shares of common stock at September 15, 2014.
(1)
Raymond Dabney, Managing Consultant, is trustee of Castor Management Services, Inc.
(2)
Includes shares beneficially held in Castor Management Services, Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Our president has orally agreed to provide us necessary funding to maintain minimal operations and fund the cost of our becoming a public company at interest of 5%, payable upon demand. The anticipated amount of this loan will be not be known at until the time a loan is determined to be needed. The amount will be based on the amount of funding needed to maintain minimal operation and the cost of becoming a public company from that point in time going forward. She is not obligated to make any further advances. We have no agreement, commitment or understanding to secure any such funding from any other source.
On February 18, 2013, the Company signed five-year management agreements with Chad S. Johnson, CEO, Robert Kane, CFO, and Raymond Dabney, Managing Consultant. Pursuant to the agreements, the executives and managing consulting were issued 5,000,000 shares of Rule 144 restricted common stock each with a fair market value of $15,000,000, or $3 per share, in addition to being paid $5,000 each per month for management fees. Only 20,000 shares are deemed vested in 2014 for Mr. Johnson and Mr. Kane.
On April 15, 2014, the Company signed a five-year management agreement with Ouali Benmeziane, President of WebCongress, Inc. Pursuant to the agreement Mr. Benmeziane was issued 900,000 shares of Rule 144 restricted common stock with a fair market value of $16,686,000 or $18.54 per share. On May 1, 2014, the Company acquired WebCongress, Inc. from Mr. Benmeziane (see Note 7).
On April 16, 2014, the Company signed five-year management agreements with Alex Frejrud, Chief Creative Officer and Drue Young, Chief Strategy Officer. Pursuant to the agreement Mr. Frejrud and Mr. Young were issued 500,000 shares of Rule 144 restricted common stock each with a fair market value of $9,270,000 or $18.54 per share.
On April 16, 2014, the Company signed five-year management agreements with Manuel A. Rodriguez Izquierdo, Dir., European Business Development, and Teala D. Smith, Creative Director. Pursuant to the agreement Mr. Rodriguez Izquierdo and Ms. Smith were issued 100,000 shares of Rule 144 restricted common stock each with a fair market value of $3,708,000 or $18.54 per share.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2014 and for fiscal year ended April 30, 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| | |
| Year Ended |
| April 30, 2014 | April 30, 2013 |
Audit Fees | $7,500 | $7,500 |
Audit Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | 6,000 | 2,500 |
Total | $13,500 | $10,000 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Form 10-K:
(1)
Financial Statements: Consolidated Balance Sheets, Consolidated Statements of Operations, Statement of Stockholders Equity (Deficit), Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements.
(2)
Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(1) or Item 15(3).
(3)
Exhibits
The exhibits listed in the Exhibit Index are incorporated herein by reference and/or are filed as part of this Form 10-K.
Exhibit No. | Document Description | Filed Herewith |
(10)(1) | Management Agreements | X |
(10)(2) | Executive Agreement | X |
(23)(1) | Consent of David A. Aronson, CPA, PA | |
(31)(1) | Certification by Chad S. Johnson, Chief Executive Officer, as required under Section 302 of Sarbanes-Oxley Act of 2002. | X |
(31)(2) | Certification by Robert Kane, Chief Financial Officer, as required under Section 302 of Sarbanes-Oxley Act of 2002. | X |
(32)(1) | Certification as required under Section 906 of Sarbanes-Oxley Act of 2002. | X |
(32)(2) | Certification as required under Section 906 of Sarbanes-Oxley Act of 2002. | X |
EX-101.INS | XBRL Instance Document | X |
EX-101.SCH | XBRL Taxonomy Extension Schema | X |
EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X |
EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | X |
EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | X |
| | |
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.
| |
| Cannabis Science, Inc. By: /s/ Chad S. Johnson |
| Chad S. Johnson, Chief Executive Officer, Director Date: September 15, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
Signature | Title | Date |
|
/ s/ Chad S. Johnson | Chief Executive Officer and Director | September 15, 2014 |
Chad S. Johnson | | |
|
/ s/ Robert Kane | Chief Financial Officer and Director | September 15, 2014 |
Robert Kane | | |
MANAGEMENT CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") effective as of this Eighteenth (18th) day of February 2014 (the Effective Date), entered into between Cannabis Capital Corp., a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the Company or "WSTV") and Raymond C. Dabney (the "Consultant"), with address of 1060-1055 W Hastings St., Vancouver, BC V6E 2E9, CANADA.
WHEREAS:
A.
The Company is a portfolio cannabis-related operations, enterprise, and holding company;
B.
The Company wishes to engage the services of the Consultant as an independent contractor of the Company; and
C.
The Company and the Consultant have agreed to enter into a consulting agreement for their mutual benefit.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. ENGAGEMENT AS A CONSULTANT
1.1 The Company hereby engages the Consultant as an independent contractor of the Company, to undertake the duties and title of Managing Consultant, and the Consultant agrees to exercise those powers as requested by the Company, its Board, or its subsidiaries from time to time, (collectively the Services) and the Consultant accepts such engagement on the terms and conditions set forth in this Agreement.
2. TERM OF THIS AGREEMENT
2.1 The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the Term). Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Consultant during the renewal term.
3. SERVICES
3.1 The Consultant shall undertake and perform the duties and responsibilities commonly associated with acting in the capacity as Managing Consultant. The Consultant agrees that the Consultant's duties may be reasonably modified by written agreement of both the Company and the Consultant from time to time.
3.2 In providing the Services the Consultant shall:
-
comply with all applicable local statutes, laws and regulations;
-
not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;
-
not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and
-
not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.
4. COMPENSATION
4.1 Management Fees. As compensation for services, the Company shall pay the Consultant or the Consultant's assigns $5,000 per month. All Management Fee payments shall be paid to the Consultant or the Consultant's assigns semi-monthly on the 15th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday (or as otherwise decided by the Consultant and the Company).
4.2 Bonus Shares. As a signing bonus for the Consultant's appointment, the Company shall, within seven (7) days of the Consultant's signing of this Agreement, or as soon as possible to this time frame, pay the Consultant or the Consultants assigns five million (5,000,000) Rule 144 restricted common shares of the Company common stock. All bonus shares are considered fully earned on signing and issuance. The Companys common stock, par value $0.001 per share, currently trades on the OTC under the symbol WSTV, although a symbol change is being applied for with top choice being CBCA.
4.3 Performance Bonus. As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Consultant or the Consultant's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow. The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.
4.4 Additional Compensation Provisions. Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the Compensation. The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time.
5. REIMBURSEMENT OF EXPENSES
5.1 The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Consultant on the Companys behalf pursuant to this Agreement including the costs of rendering the Services. The Company shall reimburse the Consultant for any bona fide expenses including but not limited to travel and telephone incurred by the Consultant on behalf of the Company in connection with the provision of the Services upon the Consultant submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 20 days after the Consultant incurs such expenses or within a time period agreed to by the Parties.
6. CONFIDENTIALITY
6.1 The Consultant shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its Directors, officers, shareholders, employees, or consultants (the "Confidential Information"). The Consultant shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Consultant is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order. As a material inducement to the Company entering into this Agreement, the Consultant shall, at the Companys request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Consultant.
7. GRANTS OF RIGHTS AND INSURANCE
7.1 The Consultant agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All intellectual property rights and any other rights which the Consultant may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created. The Consultant hereby waives any moral rights of authors or similar rights the Consultant may have in or to the results and proceeds of the Consulting Services hereunder.
7.2 The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Consultant, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Consultant. The Consultant shall not have any right, title, or interest in or to such insurance.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Consultant represents, warrants and covenants to the Company as follows:
(a) the Consultant is not under any contractual or other restriction which is inconsistent with the execution of this Agreement,
(b) the performance of the Services hereunder or any other rights of the Company hereunder;the Consultant is not under any physical or mental disability that would hinder the performance of the Consultant 's duties under this Agreement; and
(c) the Company will provide and disclose all legal and commercial information to the Consultant that is necessary to perform the Consultants duties.
9. INDEMNIFICATION
9.1 The Consultant shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Consultant of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Consultant.
9.2 The Company shall indemnify and hold harmless the Consultant, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.
10. NO OBLIGATION TO PROCEED.
10.1 Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Consultant is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Consultant the Compensation. All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Companys right of termination, disability and default).
11. RIGHT OF TERMINATION.
11.1 The Company and the Consultant shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Consultant must be paid in full prior to any termination taking effect upon which all monies due to the Consultant will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Consultant shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement. All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Consultant and any options shall remain exercisable until expiry.
12. DEFAULT/DISABILITY.
12.1 No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Consultant shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). Upon any material breach or default by the Consultant of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Consultant for the services of the Consultant, the Consultant may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Consultant for the services of the Consultant.
13. COMPANY'S REMEDIES.
13.1 The services to be rendered by the Consultant hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Consultant of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Consultant expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Consultant. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.
14. RELATIONSHIP.
14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever. Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.
15. MISCELLANEOUS PROVISIONS
a) Time. Time is of the essence of this Agreement.
b) Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
c) Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.
d) Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.
e) Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
f) Assignment. The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; provided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Consultant in writing. The Consultant may assign this Agreement with the prior consent of the Company, such consent which shall not be unreasonably withheld.
g) Notices. All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.
h) Entire Agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.
i) Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.
j) Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts delivered by electronic means or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.
k) Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.
l) Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.
m) Choice of Law. The parties agree that this Agreement shall be governed by the laws of the State of Nevada.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.
CANNABIS CAPITAL CORP.
Per:
/s/ Chad S. Johnson, Esq
Chad S. Johnson, Esq.,
Director, President & CEO
/s/ Robert Kane
Robert Kane, Director and CFO
MANAGING CONSULTANT:
Per:
/s/ Raymond C. Dabney
Raymond C. Dabney
EXECUTIVE MANAGEMENT AGREEMENT
THIS AGREEMENT (the "Agreement") effective as of this eighteenth (18th) day of February 2014 (the Effective Date), entered into between World Stevia Corporation, a Nevada Corporation, to be renamed Cannabis Capital Corp., a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the Company or WSTV) and Robert Kane (the "Executive"), 1093 Wernimont Circle, Colorado Springs, CO 80916.
WHEREAS:
A.
The Company is a portfolio cannabis-related operations, enterprise, and holding company;
B.
The Company wishes to engage the services of the Executive as an independent contractor of the Company; and
C.
The Company and the Executive have agreed to enter into a consulting agreement for their mutual benefit.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. ENGAGEMENT AS AN EXECUTIVE
1.1 The Company hereby engages the Executive as an independent contractor of the Company, to undertake the duties and title of Member, Board of Directors, and to undertake the duties and title of Chief Financial Officer (CFO), and the Executive agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the Services) and the Executive accepts such engagement on the terms and conditions set forth in this Agreement.
2. TERM OF THIS AGREEMENT
2.1 The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the Term). Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Executive during the renewal term.
3. EXECUTIVE SERVICES
3.1 The Executive shall undertake and perform the duties and responsibilities commonly associated with acting in the capacities of Director and CFO. The Executive agrees that the Executive's duties may be reasonably modified by written agreement of both the Company and the Executive from time to time.
3.2 In providing the Services the Executive shall:
-
comply with all applicable local statutes, laws and regulations;
-
not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;
-
not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and
-
not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.
4. COMPENSATION
4.1 Management Fees. As compensation for services provided for the executive roles in the Company, the Company shall pay the Executive or the Executive's assigns $5,000 per month. All Management Fee payments shall be paid to the Executive or the Executive's assigns semi-monthly on the 15th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday (or as otherwise decided by the Executive and the Company).
4.2 Bonus Shares. As a signing bonus for the Executive's appointments as Director and CFO of the Company, the Company shall, within seven (7) days of the Executive's signing of this Agreement, or as soon as possible to this time frame, pay the Executive or the Executives assigns five million (5,000,000) Rule 144 restricted common shares of the Company common stock. All such shares are considered fully earned on signing and issuance but these shares shall only fully vest without restriction in such amounts and at such times as are permissible for sale pursuant to the one (1) percent limitation of stock that can be sold based on average volume rules applicable to public company officers, directors, and affiliates. Regardless of the foregoing, twenty thousand (20,000) shares shall fully vest without restriction as soon as permissible under Rule 144 and relevant law. In the event that the Company terminates the Executive for any reason or at the termination of this Agreement, then at the sole discretion of the Executive expressed in writing to the Company, any number of shares not already fully vested of the remaining four million nine hundred eighty thousand (4,980,000) shares shall immediately fully vest without restriction. The Companys common stock, par value $0.001 per share, currently trades on the OTC under the symbol WSTV, although a symbol change is being applied for with top choice being CBCA.
4.3 Performance Bonus. As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Executive or the Executive's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow. The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.
4.4 Additional Compensation Provisions. Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the Compensation. The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time.
5. REIMBURSEMENT OF EXPENSES
5.1 The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Executive on the Companys behalf pursuant to this Agreement including the costs of rendering the Services. The Company shall reimburse the Executive for any bona fide expenses including but not limited to travel and telephone incurred by the Executive on behalf of the Company in connection with the provision of the Services upon the Executive submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 180 days after the Executive incurs such expenses or within a time period agreed to by the Parties.
6. CONFIDENTIALITY
6.1 The Executive shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its Directors, officers, shareholders, employees, or consultants (the "Confidential Information"). The Executive shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Executive is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order. As a material inducement to the Company entering into this Agreement, the Executive shall, at the Companys request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Executive.
7. GRANTS OF RIGHTS AND INSURANCE
7.1 The Executive agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All intellectual property rights and any other rights which the Executive may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created. The Executive hereby waives any moral rights of authors or similar rights the Executive may have in or to the results and proceeds of the Consulting Services hereunder.
7.2 The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Executive. The Executive shall not have any right, title, or interest in or to such insurance.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Executive represents, warrants and covenants to the Company as follows:
(a)
the Executive is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;
(b)
the Executive is not under any physical or mental disability that would hinder the performance of The Executive's duties under this Agreement; and
(c)
the Company will provide and disclose all legal and commercial information to the Executive that is necessary to perform the Executives duties.
9. INDEMNIFICATION
9.1 The Executive shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Executive of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Executive.
9.2 The Company shall indemnify and hold harmless the Executive, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.
10. NO OBLIGATION TO PROCEED.
10.1 Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Executive is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Executive the Compensation. All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Companys right of termination, disability and default).
11. RIGHT OF TERMINATION.
11.1 The Company and the Executive shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Executive must be paid in full prior to any termination taking effect upon which all monies due to the Executive will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Executive shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement. All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Executive and any options shall remain exercisable until expiry, consistent with Section 4.2.
12. DEFAULT/DISABILITY.
12.1 No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Executive shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). Upon any material breach or default by the Executive of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Executive for the services of the Executive, the Executive may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Executive for the services of the Executive.
13. COMPANY'S REMEDIES.
13.1 The services to be rendered by the Executive hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Executive of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Executive expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Executive. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.
14. RELATIONSHIP.
14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever. Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.
15. MISCELLANEOUS PROVISIONS
a) Time. Time is of the essence of this Agreement.
b) Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
c) Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.
d) Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.
e) Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
f) Assignment. The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; provided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Consultant in writing. The Consultant may assign this Agreement with the prior consent of the Company, such consent which shall not be unreasonably withheld.
g) Notices. All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.
h) Entire Agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.
i) Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.
j) Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts delivered by electronic means or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.
k) Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.
l) Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.
m) Choice of Law. The parties agree that this Agreement shall be governed by the laws of the State of Nevada.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.
WSTV
Per:
/s/ Chad S. Johnson, Esq
Chad S. Johnson, Esq.,
Director, President & CEO
EXECUTIVE:
Per:
/s/ Robert Kane
Robert Kane
EXECUTIVE MANAGEMENT AGREEMENT
THIS AGREEMENT (the "Agreement") effective as of this eighteenth (18th) day of February 2014 (the Effective Date), entered into between World Stevia Corporation, a Nevada Corporation, to be renamed Cannabis Capital Corp., a Nevada Corporation, with its principal offices located at 9107 Wilshire Blvd, Suite 450, Beverly Hills, CA 90210 (the Company or WSTV) and CSJ Group LLC, represented by its sole owner and president, Chad S. Johnson (the "Executive"), of 1754 Willard Street NW #3, Washington, DC 20009.
WHEREAS:
A.
The Company is a portfolio cannabis-related operations, enterprise, and holding company;
B.
The Company wishes to engage the services of the Executive as an independent contractor of the Company; and
C.
The Company and the Executive have agreed to enter into a consulting agreement for their mutual benefit.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. ENGAGEMENT AS AN EXECUTIVE
1.1 The Company hereby engages the Executive as an independent contractor of the Company, to undertake the duties and title of Member, Board of Directors, and to undertake the duties and title of President and Chief Executive Officer, and the Executive agrees to exercise those powers as requested by the Company or its subsidiaries from time to time, (collectively the Services) and the Executive accepts such engagement on the terms and conditions set forth in this Agreement.
2. TERM OF THIS AGREEMENT
2.1 The term of this Agreement shall begin as of the Effective Date and shall continue for five (5) years or until terminated earlier pursuant to Sections 10 and 11 herein (the Term). Any renewal period for this Agreement shall be at the sole discretion of the Company including any compensation or stock/stock option compensation for services paid to the Executive during the renewal term.
3. EXECUTIVE SERVICES
3.1 The Executive shall undertake and perform the duties and responsibilities commonly associated with acting in the capacities of Director and President/CEO. The Executive agrees that the Executive's duties may be reasonably modified by written agreement of both the Company and the Executive from time to time.
3.2 In providing the Services the Executive shall:
-
comply with all applicable local statutes, laws and regulations;
-
not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;
-
not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and
-
not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.
4. COMPENSATION
4.1 Management Fees. As compensation for services provided for the executive roles in the Company, the Company shall pay the Executive or the Executive's assigns $5,000 per month. All Management Fee payments shall be paid to the Executive or the Executive's assigns semi-monthly on the 15th and last day of each calendar month, or prior business day if any of those days fall on a week or statutory holiday (or as otherwise decided by the Executive and the Company).
4.2 Bonus Shares. As a signing bonus for the Executive's appointments as Director, President and CEO of the Company, the Company shall, within seven (7) days of the Executive's signing of this Agreement, or as soon as possible to this time frame, pay the Executive or the Executives assigns five million (5,000,000) Rule 144 restricted common shares of the Company common stock. All such shares are considered fully earned on signing and issuance but these shares shall only fully vest without restriction in such amounts and at such times as are permissible for sale pursuant to the one (1) percent limitation of stock that can be sold based on average volume rules applicable to public company officers, directors, and affiliates. Regardless of the foregoing, twenty thousand (20,000) shares shall fully vest without restriction as soon as permissible under Rule 144 and relevant law. In the event that the Company terminates the Executive for any reason or at the termination of this Agreement, then at the sole discretion of the Executive expressed in writing to the Company, any number of shares not already fully vested of the remaining four million nine hundred eighty thousand (4,980,000) shares shall immediately fully vest without restriction. The Companys common stock, par value $0.001 per share, currently trades on the OTC under the symbol WSTV, although a symbol change is being applied for with top choice being CBCA.
4.3 Performance Bonus. As further compensation based on job and Company performance, product development, new patents, branding, product sales, achievement of project or operational milestones, the Company is committed to providing additional cash and stock bonuses to the Executive or the Executive's assigns, typically to be considered at least annually. Such bonuses will be at the sole discretion of the Company based on overall performance and available operating cash flow. The Company reserves the right to issue equivalent after-tax value in free-trading common stock in lieu of cash bonuses.
4.4 Additional Compensation Provisions. Hereinafter, Sections 4.1 through 4.4 are collectively referred to as the Compensation. The Compensation shall not be adversely affected by any change of title with or corporate duties within the Company, so long as Services continue to be provided to the Company, as it is expected that positions within the Company may evolve over time.
5. REIMBURSEMENT OF EXPENSES
5.1 The parties agree that the Compensation hereunder is not inclusive of any and all fees or expenses incurred by the Executive on the Companys behalf pursuant to this Agreement including the costs of rendering the Services. The Company shall reimburse the Executive for any bona fide expenses including but not limited to travel and telephone incurred by the Executive on behalf of the Company in connection with the provision of the Services upon the Executive submitting to the Company an itemized written account of such expenses and corresponding expense receipts in a form acceptable to the Company within 180 days after the Executive incurs such expenses or within a time period agreed to by the Parties.
6. CONFIDENTIALITY
6.1 The Executive shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its Directors, officers, shareholders, employees, or consultants (the "Confidential Information"). The Executive shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Executive is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order. As a material inducement to the Company entering into this Agreement, the Executive shall, at the Companys request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Executive.
7. GRANTS OF RIGHTS AND INSURANCE
7.1 The Executive agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under United Kingdom, France, Netherlands, or Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All intellectual property rights and any other rights which the Executive may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created. The Executive hereby waives any moral rights of authors or similar rights the Executive may have in or to the results and proceeds of the Consulting Services hereunder.
7.2 The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company's interest hereunder with prior notice given to the Executive. The Executive shall not have any right, title, or interest in or to such insurance.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Executive represents, warrants and covenants to the Company as follows:
(a)
the Executive is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;
(b)
the Executive is not under any physical or mental disability that would hinder the performance of The Executive's duties under this Agreement; and
(c)
the Company will provide and disclose all legal and commercial information to the Executive that is necessary to perform the Executives duties.
9. INDEMNIFICATION
9.1 The Executive shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Executive of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Executive.
9.2 The Company shall indemnify and hold harmless the Executive, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.
10. NO OBLIGATION TO PROCEED.
10.1 Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Executive is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Executive the Compensation. All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Companys right of termination, disability and default).
11. RIGHT OF TERMINATION.
11.1 The Company and the Executive shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 90 days written notice. All Compensation due to the Executive must be paid in full prior to any termination taking effect upon which all monies due to the Executive will be considered paid in full for the term the services were performed. Upon termination of this Agreement the Executive shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement. All stock bonuses and stock and options vested at the time of termination shall remain under the ownership of the Executive and any options shall remain exercisable until expiry, consistent with Section 4.2.
12. DEFAULT/DISABILITY.
12.1 No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Executive shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). Upon any material breach or default by the Executive of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Executive for the services of the Executive, the Executive may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Executive for the services of the Executive.
13. COMPANY'S REMEDIES.
13.1 The services to be rendered by the Executive hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Executive of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Executive expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Executive. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.
14. RELATIONSHIP.
14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever. Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner.
15. MISCELLANEOUS PROVISIONS
a) Time. Time is of the essence of this Agreement.
b) Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
c) Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.
d) Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.
e) Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
f) Assignment. The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; provided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Consultant in writing. The Consultant may assign this Agreement with the prior consent of the Company, such consent which shall not be unreasonably withheld.
g) Notices. All notices required, or permitted to be given, under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.
h) Entire Agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.
i) Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.
j) Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts delivered by electronic means or which contain electronic signatures shall be permitted and form valid counterparts or validly executed counterparts, respectively.
k) Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.
l) Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.
m) Choice of Law. The parties agree that this Agreement shall be governed by the laws of the State of Nevada.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.
WSTV
Per:
/s/ Robert Kane
Robert Kane, Director and CFO
EXECUTIVE:
Per:
/s/ Chad S. Johnson,
Chad S. Johnson
, President CSJ Group LLC
Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of
the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Chad S. Johnson, certify that:
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1. | I have reviewed this Quarterly Report on Form 10-K of Crown Baus Capital Corp. |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. |
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4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have: |
| | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
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5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
| | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
| | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
By: /s/ Chad S. Johnson
Chad S. Johnson
Chief Executive Officer and Director
September 15, 2014
Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Robert Kane, certify that:
| |
1. | I have reviewed this Quarterly Report on Form 10-K of Crown Baus Capital Corp. |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report. |
| |
4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have: |
| | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the quarter report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
| |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
| | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and |
| | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
By: /s/ Robert Kane
Robert Kane
Chief Financial Officer and Director
September 15, 2014
|
Exhibit 32.1 |
|
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to |
Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Quarterly Report of Crown Baus Capital Corp., (the Company) on Form 10-K for the period ended April 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Chad S. Johnson, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
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1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: /s/ Chad S. Johnson
Chad S. Johnson
Chief Executive Officer and Director
September 15, 2014
|
Exhibit 32.2 |
|
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to |
Section 906 of the Sarbanes-Oxley Act of 2002 |
In connection with the Quarterly Report of Crown Baus Capital Corp., (the Company) on Form 10-K for the period April 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert Kane, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: /s/ Robert Kane
Robert Kane
Chief Financial Officer and Director
September 15, 2014
Crown Baus Capital (CE) (USOTC:CBCA)
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부터 5월(5) 2024 으로 6월(6) 2024
Crown Baus Capital (CE) (USOTC:CBCA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024