10-Q 1 plantation_2019sept30-10q.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2019

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number: 000-53625

 

Plantation Corp.
(Exact name of registrant as specified in its charter) 

 

Wyoming   82-1370054
(State or other jurisdiction of incorporation)   (IRS Employer Identification Number)

 

514 Grand Avenue, Suite 161

Laramie, WY 82070

(Address of principal executive offices)

 

(307) 370-1717

(Registrant's telephone number, including area code)

 

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 was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ¨ Yes    x No

 

Indicate  by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes    ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

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

 

As of November 13, 2019, the Company had 53,830,477 shares of common stock oustanding.

 

 

 

 
 

PLANTATION CORP.

INDEX

 

 

  Page
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements  
  Condensed Consolidated Balance Sheets at December 31, 2018 and September 30, 2019 (unaudited) 3
  Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and September 30, 2019 (unaudited) 4
  Condensed Consolidated State of Stockholder’s Deficit for the three and nine months ended September 30, 2018, and September 30, 2019 (undaudited) 5
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018, and September 30, 2019 (unaudited)   6
  Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                     24
Item 3. Quantitative and Qualitative Disclosures about Market Risks 27
Item 4. Controls and Procedures 27
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 28
Item 1A. Risk Factors 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 32
     

 

 

 

 

2

 

 
 
PLANTATION CORP.
BALANCE SHEETS
       
   September 30, 2019  December 31, 2018
   (unaudited)  (audited)
ASSETS
Current assets          
Cash  $603   $—   
Accounts receivable   —      220 
Inventory   5,065    —   
Prepaid inventory - related party   45,000    —   
Total current assets   50,668    220 
           
Notes receivable - related party   —      —   
           
Total assets  $50,668   $220 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current liabilities          
Accounts payable and accrued expenses  $304,787   $4,773 
Accounts payable - related party   52,000    —   
Interest payable   1,391    353 
Interest payable - related party   5,373    524 
Notes payable   25,000    25,000 
Notes payable - related party   119,857    25,318 
Total current liabilities   508,408    55,968 
           
Commitments and contingencies   —      —   
           
Stockholders' deficit          
Preferred stock, $0.01 par value; 10,000,000 shares authorized; 0 and 0 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively   —      —   
Common stock, $0.01 par value; 100,000,000 shares authorized; 53,830,477 and 46,330,477 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively   538,305    463,305 
Additional paid in capital   1,243,646    879,177 
Accumulated deficit   (2,239,691)   (1,398,230)
Total stockholders' deficit   (457,740)   (55,748)
           
Total liabilities and stockholders' deficit  $50,668   $220 
           
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

 

 
 

 

PLANTATION CORP.
STATEMENTS OF OPERATIONS
UNAUDITED
   Three Months Ended September 30, 2019  Three Months Ended September 30, 2018  Nine Months Ended September 30, 2019  Nine Months Ended September 30, 2018
                     
Revenues  $ —     $ —     $ —     $ —   
Cost of revenues   —      —      —      —   
Net margin   —      —      —      —   
             
Operating expenses                    
General and administrative   35,145    18,831    481,244    35,090 
Consulting Fees   58,500    —      88,500    —   
Officer services   72,200    3,000    265,000    13,150 
Total operating expenses   165,845    21,831    834,744    48,240 
                     
Net loss from operations   (165,845)   (21,831)   (834,744)   (48,240)
                     
Other expense                    
Interest expense   2,732    207    6,456    317 
Total other expense   2,732    207    6,456    317 
                     
Net loss from continued operations  $(168,577)  $(22,038)  $(841,200)  $(48,557)
                     
Net loss from discontinued operations  $—     $64   $(261)  $(327)
                     
Net loss  $(168,577)  $(21,974)  $(841,461)  $(48,884)
                     
Net loss per common share, basic and diluted  $(0.00)  $(0.00)  $(0.02)  $(0.00)
                     
Weighted average common shares outstanding, basic and diluted   53,830,477    46,330,477    49,160,147    45,838,260 
                     
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

 

 
 

PLANTATION CORP.
STATEMENT OF STOCKHOLDERS' DEFICIT
UNAUDITED
                         
   Preferred Stock  Common Stock  Additional Paid in Capital  Stock Payable  Accumulated Deficit  Total
   Number  Amount  Number  Amount            
Balance, December 31, 2017   —     $—      45,000,000   $450,000   $826,897   $40,000   $(1,332,271)  $(15,374)
                                         
Shares issued for cash   —      —      —      —      —      12,903    —      12,903 
Adjustment to actual for rounding in 10-1 split, retroactive             262    2    (2)             —   
Donated services   —      —      —      —      3,000    —      —      3,000 
Net loss, period ended March 31, 2018   —      —      —      —      —      —      (13,857)   (13,857)
Balance, March 31, 2018   —     $—      45,000,262   $450,002   $829,895   $52,903   $(1,346,128)  $(13,328)
                                         
Shares issued for cash   —      —      1,255,290    13,303    39,600    (52,903)   —      —   
Donated services   —      —      —      —      3,000    —      —      3,000 
Net loss, period ended June 30, 2018   —      —      —      —      —      —      (13,053)   (13,053)
Balance, June 30, 2018   —     $—      46,255,552   $463,305   $872,495   $—     $(1,359,181)  $(23,381)
                                         
Donated services   —      —      —      —      3,000    —      —      3,000 
Net loss, period ended September 30, 2018   —      —      —      —      —      —      (21,974)   (21,974)
Balance, September 30, 2018   —     $—      46,255,552   $463,305   $875,495   $—     $(1,381,155)  $(42,355)
                                         
                                         
Balance, December 31, 2018   —     $—      46,330,477   $463,305   $879,177   $—     $(1,398,230)  $(55,748)
                                         
Imputed interest on related party loans   —      —      —      —      187    —      —      187 
Donated services   —      —      —      —      3,000    —      —      3,000 
Net loss, period ended March 31, 2019   —      —      —      —      —      —      (15,199)   (15,199)
Balance, March 31, 2019   —     $—      46,330,477   $463,305   $882,364   $—     $(1,413,429)  $(67,760)
                                         
Imputed interest on related party loans   —      —      —      —      190    —      —      190 
Issuance of non-qualified stock options             7,500,000    75,000    360,901              435,901 
Net loss, period ended June 30, 2019   —      —      —      —      —      —      (657,685)   (657,685)
Balance, June 30, 2019   —     $—      53,830,477   $538,305   $1,243,455   $—     $(2,071,114)  $(289,354)
                                         
Imputed interest on related party loans   —      —      —      —      191    —      —      191 
Net loss, period ended September 30, 2019   —      —      —      —      —      —      (168,577)   (168,577)
Balance, September 30, 2019   —     $—      53,830,477   $538,305   $1,243,646   $—     $(2,239,691)  $(457,740)
                                         
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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PLANTATION CORP.
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2019 AND SEPTEMBER 30, 2018
UNAUDITED
   Nine Months Ended September 30, 2019  Nine Months Ended September 30, 2018
       
Cash flows from operating activities          
Net loss from continued operations  $(841,200)  $(48,557)
Net loss from discontinued operations   (261)   (327)
Net loss   (841,461)   (48,884)
Adjustments to reconcile net loss to net cash provided by operating activities          
Fair value of services provied by related parties   3,000    9,000 
Fair value adjustment on warrants/options exercised   435,901    —   
Imputed interest on notes receivable - related party   568    —   
Changes in operating assets and liabilities          
Accounts receivable   220    700 
Inventory   (5,065)   —   
Prepaid inventory - related party   (45,000)   —   
Accounts payable   300,014    (11,528)
Accounts payable - related party   52,000    —   
Accrued interest   1,038    38 
Accrued interest - related party   4,849    279 
Net cash used in operating activities   (93,936)   (50,395)
           
Cash flows from investing activities          
Notes receivable - related party   —      —   
Net cash used in investing activities   —      —   
           
Cash flows from financing activities          
Proceeds from notes payable   —      —   
Proceeds from notes payable - related party   94,539    37,018 
Cash from issuance of stock   —      12,903 
Net cash provided by financing activities   94,539    49,921 
           
Net change in cash   603    (474)
Cash, beginning of period   —      550 
Cash, end of period  $603   $76 
           
Supplemental cash flow information          
Cash paid for income taxes  $—     $—   
Cash paid for interest  $—     $—   
           
Supplemental disclosure of non-cash investing activities          
Adjustment to actual for rounding in 10-1 split, retroactive  $—     $2 
           
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PLANTATION CORP.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

This summary of accounting policies for Plantation Corp. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

The Company, originally named “Continental Exchange Corporation” was originally incorporated on October 26, 1927 under the laws of the State of Delaware. Later than year the corporation changed its name to “Northern Exchange Corporation”. Its original purpose was to use its acquired capital to merge with or acquire any other lawful business or enterprise, the nature of which was left unstated. Being unable to achieve its intended purpose, the company ceased operations and became dormant in 1943 having no assets or liabilities.

The Company remained in this condition until, December 30, 1980, when the company was reinstated in the State of Delaware and the name was changed to “Everest International Incorporated”. In 1988, the name of the corporation was changed to “Comstock Resources Corporation” and then “Comstock International, Inc.”. In 2000, the name of the corporation was changed to “Copernicus International, Inc.”.

In 2001, An Agreement Merger was signed between Copernicus International, Inc., a Delaware Corporation, and Plantation Lifecare Developers, Inc., a Delaware Corporation. The surviving corporation is named Plantation Lifecare Developers, Inc. On November 8, 2001, a certificate of Merger and Amended and Restated Certificate of Incorporation were filed with the State of Delaware. The company was intended to construct and operate life care communities which combine modern, specially designed resort villas, access to assisted-care living and modern skilled nursing hospitals in the Caribbean and South America.

On October 29, 2008 a Certificate of Revival and Renewal was filed with the State of Delaware.

On April 14, 2009 the Company filed a Registration Statement to become a reporting company.   For the previous 28 years, we had been a dormant company, and accordingly, a development stage company, having not attained any significant revenue or operations. The financial statements have been presented in a “development stage” format. Since reorganization, our primary activities have been raising of capital, obtaining financing. We have not commenced our principal revenue producing activities and currently have no employees.

On September 1, 2010, the Company’s President contributed payphones and payphone equipment. In the years ended December 31, 2017 and December 31, 2018, the Company was primarily in the business of providing the use of outdoor payphones, and providing telecommunication services. In 2019, the Company has discontinued operations with all payphone customers and is no longer in the telecommunications business.

On July 27, 2017, an Agreement Merger was signed and executed between Plantation Lifecare Developers, Inc., a Delaware Corporation, Epic Events Corp., a Wyoming Corporation, and Plantation Corp., a Wyoming Corporation. On July 27, 2017, a certificate of Merger and Amended and Restated Certificate of Incorporation were filed with the State of Wyoming. The surviving corporation is “Plantation Corp.”,a Wyoming Corporation.

Nature of Operations and Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Plantation Corp. (hereto referred to as the “Company”) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

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Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of $2,239,691 since inception, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern.

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a going concern. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Financial Instruments

The Company’s financial assets and liabilities consist of cash and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the sort-term maturities of these instruments.

Income Taxes

The Company accounts for income taxes under the provisions of ASC 740, “Accounting for Income Taxes.” ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loss per Share

Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding as of the three and nine months ended September 30, 2019 and September 30, 2018.

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Stock-Based Compensation

 

Effective June 1, 2006, the company adopted the provisions of ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. No stock options were granted to employees during the years ended December 31, 2017 and 2018. During the six months ended September 30, 2019, non-qualified stock options were granted to three key individuals of the company and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees.

 

Nature of Business

The Company is primarily in the business of developing and selling modified atmosphere packaging for the storage of cannabis andrelated commodities. The company was until 2017 primarily in the business of providing the use of outdoor payphones and providing telecommunication services. All telephone service operations were discontinued as of January 31, 2019.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2019 and September 30, 2018, respectively.

Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to un-collectability. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of September 30,2019, and December 31, 2018, the Company has determined an allowance for doubtful accounts is not necessary.

Accounts Receivable

Accounts Receivable consists of Local Service payphone revenue. The Accounts Receivable was $0 as of September 30, 2019 and $220 as of December 31, 2018.

Fixed Assets

Fixed assets are stated at cost. Depreciation and amortization are computed using the straight-line and accelerated methods over the estimated economic useful lives of the related assets as follows. On September 1, 2010, Joseph Passalaqua, President of the Company contributed payphone equipment valued at $20,000 in exchange for a promissory note. As of September 30, 2019, and December 31, 2018, the payphone equipment is fully depreciated and depreciation expense for those periods was $0 respectively.

Property and Equipment

It is the Organization's policy is to capitalize assets with a useful life of greater than one year and a value of $5,000 or more at cost. Contributed property and equipment is recorded at fair value at the date of donation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or, in the case of leasehold improvements, over the lesser of the useful life of the related asset or the lease term. Estimated useful lives range from three to ten years. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is recognized in the current period financial statements.

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Recent Accounting Pronouncements

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.  There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the twelve months ended December 31, 2017 and December 31, 2018.

Effective August 1, 2018, the Company adopted ASU 2018-13 Fair Value Measurement (Topic 820).This ASU improves the effectiveness of fair value disclosures in the notes to financial statements. Amendments in this ASU impact the disclosure requirements in Topic 820, including the removal, modification and addition to existing disclosure requirements. It is effective for fiscal years beginning after December 15, 2019 but early adoption is permitted, with the option to early adopt amendments to remove or modify disclosures, with full adoption of additional disclosure requirements delayed until the stated effective date. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. Management currently is evaluating the impact of the guidance on the Company’s financial statement disclosures but has concluded that this guidance will not impact the Company’s consolidated financial position or results of operations for the twelve months ended December 31, 2017 and December 31, 2018.

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for us on January 1, 2019, with early adoption permitted. We expect to adopt the new standard on its effective date. We currently do not have any leases and thus this pronouncement does not currently apply to the Company.

NOTE 2 - INCOME TAXES

In the nine months ended September 30, 2019, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $2,240,937 that may be offset against future taxable income. In the year ended December 31, 2018, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $1,382,237 that may be offset against future taxable income. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

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   December 31, 2018
Net Operating Losses  $469,961 
Valuation Allowance   (469,961)
   $—   

 

 

 

   September 30, 2019
Net Operating Losses  $470,986 
Valuation Allowance   (470,986)
   $—   

 

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

NOTE 3 – RELATED PARTY TRANSACTIONS

On July 27, 2017, a Certificate of Merger and Amended Certificate of Incorporation were filed with the State of Wyoming. The Merger was between Plantation Lifecare Developers, Inc., a Delaware Corporation, Epic Events Corp., a Wyoming Corporation and Plantation Corp., a Wyoming Corporation. The surviving corporation is Plantation Corp. and is a Wyoming corporation. These entities are under common control. See additional disclosures at Notes 4 and 6.

On February 25, 2019, the Company purchased some prepaid inventory from a related party in the amount of $45,000. The prepaid inventory is still yet to be received and will be manufactured and received by the Company in the fourth quarter of 2019. Soon thereafter the inventory will be available for sale.

The principal stockholders provided, without cost to the Company, their services, valued at $800 per month up until March 31, 2019 which totaled $9,600 for the year ended December 31, 2018 and $2,400 for the nine months ended September 30, 2019. Thereafter, the principal stock holders ceased providing these services without cost to the Company, and instead the Company accrued $20,000 per month compensation for its officers as an expense. The principal stockholders also provided, without cost to the Company, office space valued at $200 per month up until March 31, 2019 which totaled $2,400 for the year ended December 31, 2018 and $1,200 for the three months ended March 31, 2019. Thereafter, the Company accrued $7,000 a month for office space provided by its officers as an expense. Up until March 31, 2019 the total of these expenses was reflected in the statement of operations as officer services with a corresponding contribution of paid-in capital and after that date these expenses were reflected as accrued wages and accrued payables.

On April 18, 2018, 316,718 shares of Common Stock, valued at $3,168 and 25,000 shares of Common Stock, valued at $250 were issued for cash, to related parties of an officer of the Company.

On April 25, 2018, a related party paid a Company expense of $2,212, this Related Party Payable was non-interest bearing. As of March 31, 2019, the Company has repaid this amount and owes $0.

From April 2018 – June 2019, a related party loaned the Company $89,300, these notes payable are on demand and accruing 5% & 8% interest annually. In August 2018, $5,000 of this amount was repaid. As of September 30, 2019, the Company owes $84,300 in principal, and $2,835 in interest related to these notes.

In June 2018 and July 2018, a related party loaned the Company $6,518, these notes are payable on demand and accruing 5% interest annually. As of September 30, 2019, the Company owes $6,518 in principal and $312 in interest, related to these notes.

In August 20, 2018, a related party was paid $11,500 from the Company, this note receivable is payable upon demand and accruing 5% interest annually. As of December 31, 2018, the Company recorded an impairment related to the note in the amount of $11,500 and $0 interest was accrued.

As of December 31, 2018, the Company recorded additional imputed interest of $682 for the $25,318 in notes payable due to related parties.

As of September 30, 2019, the Company recorded additional imputed interest of $568 for the $119,857 in notes payable due to related parties.

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As of September 30, 2019, all activities of Plantation Corp. have been conducted by corporate officers from either their homes or business offices. Currently, $52,000 is owed by Plantation Corp. for the use of these facilities but there are no commitments for future use of the facilities.

NOTE 4 – NOTE PAYABLE

On August 20, 2018, an outside party loaned the Company $25,000, this note is payable on demand and accruing 5% interest annually. As of September 30, 2019, the Company owes $25,000 in principal and $1,391 in interest, related to these notes.

NOTE 5 – NOTE RECEIVABLE RELATED PARTY

In the year ended December 31, 2018, the Company loaned $11,500 (the “Note”) to FreshTec, Inc. a California company. Pursuant to the Promissory Note, effective August 20, 2018, FreshTec, Inc was expected to repay the principal and any interest due under the Note, payable upon demand. Interest will accrue on the unpaid principal balance of the Note at the rate of five percent (5%) per annum. All outstanding principal and any accumulated unpaid interest due under the Note is due and payable upon demand. In the year ended December 31, 2018, the Company recorded an impairment related to the note receivable in the amount of $11,500. This entity is controlled by our CFO. The reason for the loan was to protect our leased patents that are owed by FreshTec.

In the nine months ended September 30, 2019, the Company issued non-qualified stock options to three related individuals. These stock options were exercised on May 31, 2019 by the parties executing full-recourse promissory notes of $125,000 each totaling $375,000. The notes receivable bear interest of 1% per annum on the unpaid balance. The term of the notes are five years from the stock issuance date of May 31, 2019. Late payment is subject to a late charge of 5% of said payment.

NOTE 6 – MERGER AND ACQUISITIONS

On July 27, 2017, a Certificate of Merger and Amended Certificate of Incorporation were filed with the State of Wyoming. The Merger was between Plantation Lifecare Developers, Inc., a Delaware Corporation, Epic Events Corp., a Wyoming Corporation and Plantation Corp., a Wyoming Corporation. The surviving corporation is Plantation Corp. and is a Wyoming corporation. These entities are controlled by related parties.  As result of the Merger on July 27, 2017, the Company had a 10-1 reverse split of the Company’s outstanding shares, with approximately 3,530,000 shares issued and outstanding after the split. This is stated retroactively in the company’s financial statements. The split resulted in the Company issued an additional 13,436 shares as rounding shares. The actual number, round up to a minimum of 100 shares per shareholder is 3,543,436. In addition, in the Merger Agreement, a shareholder retired 1,877,924 shares of common stock and the Company issued 43,334,488 shares as Founders Shares in Plantation Corp.  This merger was accounted for as an acquisition by related party entities due to the fact that the Company is not majority owned by one individual, has similar members of management and Board of Directors, the shareholders of Plantation Lifecare Developers, Inc. did not receive majority shares post-merger and no shareholder of Plantation Lifecare Developers, Inc. gained a majority share post-merger. The ownership structure of the Company did not change as a result nor did any of its officers change positions. Neither Epic Events Corps or Plantation Corp had revenue or any outstanding liabilities on the date of the merger. Plantation Corp. had $200 in cash on the date of the merger. Epic Events Corp had 43,334,488 Founder’s shares issued and outstanding and held a license to various patents, which was valued at $0.  See additional disclosures at Note 6. 

As the assets acquired were from a related party entity, the assets from Plantation Corp. and Epic Events Corp. have been combined at historical cost for all periods presented, with no step-up in basis.

Also pursuant to ASC Section 805-50-45, financial statements and financial information presented for 2017 have been retrospectively adjusted to furnish comparative information. Therefore, the accompanying combined financial statements as of and for the fiscal year ended 2017 present the combined financial position and results of operations of Plantation Corp. and Plantation Lifecare Developers, Inc.

Intercompany transactions occurred on or after July 27, 2017 have been eliminated. Likewise, for the period from January 1, 2017 through November 30, 2017, effects of any intra-entity transactions (between the Company, Epic Events Corp. and Plantation Lifecare Developers, Inc.) have been eliminated, resulting in operations for the period prior to merger date essentially being on the same basis as operations post merger date.

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NOTE 7 – DISCONTINUED OPERATIONS

As of January 31, 2019, the Company has terminated all payphone customers and is no longer in telecommunications. As a result, the Company has discontinued all payphone service related operations. Pursuant to the report’s requirements of ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company has determined that the payphone business qualifies for presentation as a discontinued operation because represents a component of our entity and the discontinuance of the telecommunications business represents a strategic shift in our business plans. Therefore, the Company has reclassified the assets and liabilities for payphone service as discontinued operations in the accompanying Balance Sheet and presents the operating results for payphone services as discontinued operations in the accompanying Statement of Operations and Statement of Cash Flows for the three months ended March 31, 2019 and March 31, 2018.

NOTE 8 – COMMON STOCK TRANSACTIONS AND STOCKHOLDERS’ DEFICIT

As of January 1, 2001, the Company had issued 3,000,170 shares of common stock in exchange for cash valued at $1,200.

On October 22, 2001, the Company issued 1,870,707 shares of common stock in exchange for cash valued at $748.

On November 8, 2001, the Company filed an Amended Certificate of Incorporation and there was reverse stock split 1 to 2.4371. This change is retro-actively applied. The par value remains at $ .0004 per share.

On November 8, 2001, the Company issued 25,129,123 shares of common stock in exchange for cash valued at $10,052.

On November 27, 2001, the Company issued 5,000,000 shares of common stock in exchange for cash valued at $2,000.

On November 3, 2010, the Company issued 300,000 shares of common stock in exchange for cash valued at $120.

On July 27, 2017, a Certificate of Merger and Amended Certificate of Incorporation were filed with the State of Wyoming. The Merger was between Plantation Lifecare Developers, Inc., a Delaware Corporation, Epic Events Corp., a Wyoming Corporation and Plantation Corp., a Wyoming Corporation. The surviving corporation is Plantation Corp. and is a Wyoming corporation.

On July 27, 2017, the Company had a 10-1 reverse split of the Company’s outstanding shares, with approximately 3,530,000 shares issued and outstanding after the split. This is stated retroactively in the company’s financial statements. The split resulted in the Company issued an additional 13,436 shares as rounding shares. The actual number round up to a minimum of 100 shares per shareholder is 3,543,436. As of the date of the merger, there are 100,000,000 authorized shares for Common Stock, with a par value of $.01 and 10,000,000 authorized shares of Preferred Stock, with a par value of $.01.

On July 27, 2017, a shareholder retired 1,877,924 shares of common stock.

On July 27, 2017, the Company issued an aggregate 43,334,488 shares of common stock as Founder’s shares related to the merger. The Company issued 29,790,153 shares of common stock in as Founders Shares in Plantation Corp. The Company issued 11,044,335 shares of common stock as Founders Shares, in exchange for acquiring the License Agreement for Atmosphere Packaging Technology, which was valued at $0 due to the fact that the Company does not own the patents associated with the license agreement and has not invested capital in to the legal defense of any of the patents. The Company issued 2,500,000 shares of common stock as Founders Shares, in exchange for the forgiveness of Related Party Debt. The shares were valued at the total of the forgiven related party liabilities, $153,433.

On September 30, 2017, the Company had a Stock Payable related to shares issued for cash, valued at $40,000.

On March 31, 2018, the Company had 252 additional shares from an adjustment in the rounding from the previous 10-1 split.

On April 17, 2018, the Company issued 40,000 shares of common stock, thus satisfying the Stock Payable of $40,000.

On April 18, 2018, the Company issued 1,290,215 shares of common stock for cash, valued at $12,903.

The officers provided, without cost to the Company, their services, valued at $800 per month up until March 31, 2019. Thereafter, compensation for their services has been accrued at $20,000 a month. The officers also provided, without cost to the Company, office space valued at $200 per month until March 31, 2019. Thereafter, reimbursement for the use of their home offices has been accrued at $7,000 per month. Up until March 31, 2019, the total of these expenses was reflected in the statement of operations as officer services with a corresponding contribution of paid-in capital and accrued wages. Contributions totaled $12,000 for both years ended December 31, 2017 and December 31, 2018.

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On May 30, 2019 the Company granted options to acquire a total of 7,500,000 shares of Common Stock to two of its officers and one vendor to the company. The options term is for five years, the exercise price was $0.05 cents a share.

The fair value of these options has been calculated as $60,901 and this figure is shown as a warrant/option expense in the Income Statement for the three months ended September 30, 2019. All these options were exercised on May 31, 2019 by the grantees executing full recourse promissory notes in the aggregate amount of $375,000, and consequently 7,500,000 new shares were issued

There were 53,830,477 shares of Common Stock issued and outstanding as of September 30, 2019 and 46,330,477 outstanding as of December 31, 2018.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

NOTE 10 – SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued, and determined that there are no such events that warrant disclosure or recognition in the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Certain statements in this report, including statements in the following discussion, are what are known as “forward looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results. 

 

Corporate Background

 

The Company, Plantation Corp., was incorporated in the State of Wyoming on April 27, 2017. Effective July 27, 2017, Plantation Lifecare Developers, Inc., a Delaware corporation (“Plantation Delaware”), and Epic Events Corp., a Wyoming corporation (“Epic Wyoming”) merged with and into the Company (the “Merger”). Plantation Delaware was historically engaged in providing payphones and related equipment to its customers, and Epic Wyoming was focused on developing novel packaging to protect, preserve and extend the life of marijuana in those U.S. States where consumption of marijuana is legal for medicinal purposes. As the payphone business had limited prospects for expansion and profitability, management observed increasing demand for marijuana packaging accompanying increasing state legalization of medical and recreational marijuana and determined to focus its primary efforts on marijuana packaging. Accordingly, the Company currently has both payphone operations and packaging operations, and the Company intends to continue both its marijuana packaging operations and payphone operations while primarily focusing on its packaging operations.

Plantation Delaware, originally named “Continental Exchange Corporation,” incorporated on October 26, 1927, under the laws of the State of Delaware. It changed its name to “Northern Exchange Corporation,” and it ceased operations and became dormant in 1943. On or about December 31, 1980, Plantation Delaware was reinstated in the State of Delaware, and its name was changed to “Everest International Incorporated.” In 1988, its name was changed to “Comstock Resources Corporation,” and then to “Comstock International, Inc.” In 2000, its name was changed to “Copernicus International, Inc.” In 2001, it merged with Plantation Lifecare Developers, Inc., a Delaware corporation, and the surviving corporation was named “Plantation Lifecare Developers, Inc.” On September 1, 2010, one of the Company’s officers contributed payphones and payphone equipment assets to Plantation Delaware.

On January 30, 2017, Robert McGuire Sr. (“McGuire), President of Epic Wyoming, acquired a license from FreshTec, Inc. (“FreshTec”), a Delaware corporation controlled by our CFO and Director, Adrian Bray (and therefore a related party of the Company), to use FreshTec’s modified atmosphere packaging technology SmartPac® for marijuana packaging. FreshTec’s technology is protected by patents in the United States and many foreign countries. The principals of Epic Wyoming immediately commenced the development of the Company’s marijuana packaging products. On May 17, 2017, this license was assigned by McGuire to Epic Wyoming, and in consideration of consenting to the assignment, the parties agreed that FreshTec would receive 11,650,347 shares of Epic Wyoming’s common stock. The parties subsequently negotiated a reduction in the number of shares issued to FreshTec, and 11,044,335 shares were ultimately issued in consideration of the license assignment. The license granted Epic Wyoming exclusive worldwide rights to use FreshTec’s SmartPac® modified atmosphere technology for marijuana packaging on an exclusive basis worldwide.

Following the effective date of the Merger, July 27, 2017, the Company continued development of its marijuana packaging technology pursuant to the license obtained by Epic Wyoming and has developed and owns a number prototypes of the first product, the BudLife container, which are not capitalized in the financial statements.

 

The Merger was accounted for as an acquisition by related party entities due to the fact that the Company and Epic Wyoming were and continue to be managed and controlled by Plantation Delaware and its affiliates. The ownership structure of the Company did not change as a result nor did any of its officers change positions. Neither Epic Wyoming nor the Company had revenue or any outstanding liabilities on the date of the Merger.

  

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Legacy Payphone Operations

 

As of December 31, 2018, we owned, operated and managed privately owned public payphones in the State of New York, although our primary focus was development of our marijuana packaging technology. As of January 31, 2019, the Company terminated all payphone customers and was no longer involved telecommunications operations. As a result, the Company has discontinued all payphone service related operations. Pursuant to the reports requirements of ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company has determined that the payphone business qualifies for presentation as a discontinued operation because represents a component of our entity and the discontinuance of the telecommunications business represents a strategic shift in our business plans. Therefore the Company has reclassified the assets and liabilities for payphone service as discontinued operations in its Balance Sheets and presented the operating results for payphone services as discontinued operations in the accompanying Statement of Operations and Statement of Cash Flows for the nine months ended September 30, 2018 and September 30, 2019.

 

Marijuana Packaging Operations

 

No revenue has yet been earned from the sale of packaging for marijuana since the BudLifeTM containers are still under development.

 

Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the year ending December 31, 2018 and nine months ending September 30, 2019, and related management discussion, filed by the Company in its Registration Statement on Form S-1/A, Amendment No. 3, filed with the United States Securities and Exchange Commission (the “SEC”) on August 27, 2018, and declared effective by the SEC on September 14, 2018.

 

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”). 

 

Going Concern Qualification

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern.  The Company has incurred net losses of approximately $2,239,691 for the period from January 1, 2001 to September 30, 2019, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis.  The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern.  At December 31, 2018, we had $0 cash on hand, and an accumulated deficit of $1,398,230. At September 30, 2019, we had $603 cash on hand, and an accumulated deficit of $2,239,691. See “Liquidity and Capital Resources” below.

 

Net Loss from Operations

 

The Company has a cumulative net loss of $2,239,691 as of September 30, 2019. The Company had a net loss of $168,577 and $841,461 for the three and nine months ended September 30, 2019, as compared to a net loss of $21,974 and $48,884 for the three and nine months ended September 30, 2018. 

 

Liquidity and Capital Resources

 

At September 30, 2019, we had $603 cash on hand and an accumulated deficit of $2,239,691. Our primary source of liquidity has been from borrowing from shareholders and the sale of common stock. As of September 30, 2019, the Company owed $119,857 in outstanding related party notes, with $5,373 in accrued interest on those notes, and $25,000 in outstanding notes due to an outside party, with $1,391 in accured interest on these notes.

 

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Net cash used in operating activities was $93,936 during the nine months ended September 30, 2019.

        

Net cash provided by investing activities was $0 during the nine months ended September 30, 2019.

 

Net cash provided by financing activities was $94,539 during the nine months ended September 30, 2019.

 

Our expenses to date are largely due to professional fees that include accounting and legal fees. To date, we have had minimal revenues, and we require additional financing in order to finance our business activities on an ongoing basis.  

 

The principal stockholders provided, without cost to the Company, their services, valued at $800 per month up until March 31, 2019 which totaled $9,600 for the year ended December 31, 2018 and $2,400 for the nine months ended September 30, 2019. Thereafter, the principal stock holders ceased providing these services without cost to the Company, and instead the Company accrued $20,000 per month compensation for its officers as an expense. The principal stockholders also provided, without cost to the Company, office space valued at $200 per month up until March 31, 2019 which totaled $2,400 for the year ended December 31, 2018 and $1,200 for the three months ended March 31, 2019. Thereafter, the Company accrued $7,000 a month for office space provided by its officers as an expense. Up until March 31, 2019 the total of these expenses was reflected in the statement of operations as officer services with a corresponding contribution of paid-in capital and after that date these expenses were reflected as accrued wages and accrued payables.

Loss from Impairment on Note Receivable

 

During the year ended December 30, 2018, the Company loaned $11,500 (the “Note”) to FreshTec, Inc. a California company. Pursuant to the Note, effective August 20, 2018, FreshTec, Inc was expected to repay the principal and any interest due under the Note, payable upon demand. Interest will accrue on the unpaid principal balance of the Note at the rate of five percent (5%) per annum. All outstanding principal and any accumulated unpaid interest due under the Note is due and payable upon demand. As of December 31, 2018, the Company recorded an impairment related to the note receivable in the amount of $11,500.

 

Cash Flow

 

Our primary source of liquidity has been cash from shareholder loans and the cash from the issuance of common stock.

 

Working Capital

 

We had current assets of $220 and current liabilities of $55,968, resulting in a working capital deficit of $55,748 at December 31, 2018. We had current assets of $50,668 and current liabilities of $508,408, resulting in a working capital deficit of $457,740 at September 30, 2019.

 

Results of Operations for the six months ended June 30, 2019, compared with the six months ended June 30, 2018

 

Revenues

 

Our total revenue, omiting discontinued operations, was $0 for both the nine months ended September 30, 2018 and the nine months ended September 30, 2019. 

 

Cost of Sales

 

Our overall cost of services, omiting discontinued operations, was $0 in both the three and nine months ended September 30, 2018 and the three and nine months ended September 30, 2019. 

 

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Operating and Administrative Expenses

 

Operating expenses increased by $786,504, from $48,240 in the nine months ended September 30, 2018, to $834,744 in the nine months ended September 30, 2019. Operating expenses primarily consist of other general and administrative expenses (G&A), and the fair value of services rendered by officers. G&A expenses, made up primarily of options expense consisting of $481,244, consulting, office expense, incorporating services, postage and delivery expense, travel expense and the fair value of services rendered by officers, increased by $446,154 from $35,090 in the nine months ended September 30, 2018, to $481,244 in the nine months ended September 30, 2019.

 

Interest Expense

 

Interest expense increased by $3,614, from $110 in the six months ended June 31, 2018, to $3,724 in the six months ended June 30, 2019. Interest expense primarily consists of interest related to notes payable and notes payable related party. There were no notes in the prior period.

 

Common Stock

 

Our board of directors is authorized to issue 100,000,000 shares of common stock, with a par value of $0.01. On July 27, 2017, the Company had a 10-1 reverse split of the Company’s outstanding shares, with an approximately 3,530,000 shares issued and outstanding after the split. This is stated retroactively in the company’s financial statements. The split resulted in the Company issuing an additional 13,436 shares as rounding shares. The actual number, rounded up to a minimum of 100 shares per shareholder, is 3,543,436.

 

On July 27, 2017, a shareholder retired 1,877,924 shares of common stock.

 

On July 27, 2017, the Company issued an aggregate of 43,334,488 shares of common stock as founders shares related to the Merger as follows: the Company issued 29,790,153 shares of common stock as founders shares in Plantation Corp.; the Company issued 11,044,335 shares of common stock as founders shares in exchange for acquiring the license agreement for modified atmosphere packaging technology, which was valued at $0 due to the fact that the Company does not own the patents associated with the license agreement and has not invested capital in the legal defense of any of the patents; and the Company issued 2,500,000 shares of common stock as founders shares, in exchange for the forgiveness of related party debt, with those shares valued at the total of the forgiven related party liabilities, or $153,433.

On March 31, 2018, the Company had a Stock Payable related to shares issued for cash, valued at $40,000.

On March 31, 2018, the Company had 252 additional shares from an adjustment in the rounding from the previous 10-1 split.

On April 17, 2018, the Company issued 40,000 shares of common stock, thus satisfying the Stock Payable of $40,000.

On April 18, 2018, the Company issued 1,290,215 shares of common stock for cash, valued at $12,903.

On May 31, 2019, the Company granted 7,500,000 stock options that were valued at $60,901 using the Black Scholes method. An additional $375,000 of compensation expense was recognized on the same date.

As of December 31, 2017, there were 45,000,000 shares of common stock issued and outstanding, and as of June 30, 2019, there were 53,830,477 shares of common stock issued and outstanding.

 

All shares of our common stock have one vote per share on all matters, including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company's assets available for distribution to them after satisfaction of creditors and preferred stockholders, if any. The holders of our common stock are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.

 

Preferred Stock

 

Our board of directors is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.01. As of December 31, 2010 and June 30, 2019, there were 0 shares of preferred stock issued and outstanding.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures are not designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our CEO and CFO also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

 

During the period, we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. The Company does not have an Audit Committee to oversee management activities, and the Company is dependent on third party consultants for the financial reporting function.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

 

There were no unregistered sales of equity securities during the three month period ending September 30, 2019.

 

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

   

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 6. EXHIBITS.

 

Number   Description
2.1   Agreement and Plan of Merger (incorporated by reference to our Registration Statement on Form S-1/A filed on August 27, 2018)
     
3.2   Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2018)
     
3.3   Certificate of Amendment to Articles of Incorporation ((incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2018)
     
3.4   By-Laws (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2018)
     

 

10.1   License Agreement with FreshTec, Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2018)
     

 

10.2   Distribution Agreement with Sugarmade Inc. (incorporated by reference to our Registration Statement on Form S-1/A filed on July 3, 2018)
     
31.1*   Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*   Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1*   Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
     
32.2*   Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
     

 

101.INS**   XBRL Instance Document
     
101.SCH**   XBRL Taxonomy Extension Schema Document
     
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

____________ 

* Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

21

 

 
 

 

 

  

SIGNATURES

 

Pursuant to the requirements 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.

 

  PLANTATION CORP.  
       
Date: November 14, 2019 By: /s/ Robert McGuire Sr.  
    Robert McGuire Sr.  
    CEO