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 such 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 þ No o

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 such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

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. o Yes þ No

The number of shares of the registrant’s only class of common stock issued and outstanding as of ~~November 9, 2020,~~May 12, 2021, was ~~42,654,399~~50,163,895 shares.

This Report includes statements that are, or may be deemed to be, “forward-looking statements,” as defined in the Private Securities Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “projects,” “expects,” “intends,” “may,” “will,” “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or in relation to discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Quarterly Report and include statements regarding Issuer’s current intentions, beliefs or expectations concerning, among other things, the Issuer’s future plans for the Project, results of operations, financial condition, prospects, growth, strategies and the markets in which the Issuer intends to operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not an assurance of future performance. The Issuer’s actual results of operations and financial condition may differ materially from those suggested by the forward-looking statements contained in this document. In addition, even if the Issuer’s future results of operations and financial condition are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. The information in this ~~Private Placement Memorandum, including, but not limited to, the information under “Risk Factors,”~~Quarterly Report identifies important factors that could cause such differences (including, but not limited to, a change in overall economic conditions in the United States, a change in the Issuer’s financial condition, changes in tax law or the interpretation thereof, interest rate fluctuations and other market conditions, and the effect of new legislation or government directives).

Forward-looking statements include, but are not limited to, information concerning possible or assumed future results of the Issuer’s operations set forth under the section entitled “Business of the Issuer”. Such statements, estimates and projections reflect various assumptions by the Issuer concerning anticipated results and are subject to significant business, financing, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Issuer and are based upon assumptions with respect to future business decisions that are subject to change. Accordingly, there can be no assurance that such statements, estimates and projections will be realized or that actual results will not vary considerably from those anticipated, expected or projected. The Issuer, its accountants, its legal advisers and its agents or affiliates do not make any representations as to the accuracy or completeness of such statements, estimates and projections, or that any forecasts will be achieved.

The Issuer is not obliged to, and does not intend to, update or revise any forward-looking statements made in this Quarterly Report whether as a result of new information, future events or otherwise. All subsequent written forward-looking statements attributable to the Issuer, or persons acting on behalf of the Issuer, are expressly qualified in their entirety by the cautionary statements contained throughout this ~~Private Placement Memorandum.~~Quarterly Report. As a result of these risks, prospective investors of the Convertible Bonds should not place undue reliance on these forward-looking statements. Neither the forward-looking statements nor the underlying assumptions have been verified or audited by any third party.

	September 30,			December 31,
	2020			2019
							March 31,			December 31,
ASSETS							2021			2020

Current assets
Cash	$	243,314		$	1,547		$	30,078		$	334,969
Deposit		–			1,308,830
HST Receivable		663			28,361			1,480			551
Prepaid expenses		2,622			592,473			409,638			132,031
Total current assets		246,599			1,931,211			441,196			467,551

Construction in progress		1,495,119			1,540,918			1,585,860			1,566,316
Land		139,444			143,201
Office equipment		2,712			3,978			8,368			2,435
Investments		6,672,019			4,193,597			6,750,779			6,711,289
Intangible assets		1,690,371			1,834,176
Goodwill		6,203,194			6,370,333
Total Assets	$	16,449,458		$	16,017,414		$	8,786,203		$	8,747,591


LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	1,244,678		$	902,854		$	2,733,393		$	2,447,848
Accounts payable related party		349,024			154,291			376,019			380,413
Accrued interest		102,253			27,630			152,189			96,477
Accrued legal settlement		190,000			190,000			190,000			190,000
Accrued expense - related party		1,049,307			606,356			804,126			756,738
Notes payable current		1,059,921			2,800,559			9,138,619			8,728,749
Convertible Notes -net of discount		1,750,039			552,603			1,053,133			997,558
Derivative liability		1,748,237			–			1,046,169			3,676,649
Loan payable - related party		295,000			427,805			142,893			274,758
Total current liabilities		7,788,459			5,662,098			15,636,540			17,549,190
Notes payable long-term		7,199,931			5,501,118
Total Liabilities		14,988,391			11,163,216			15,636,540			17,549,190

Commitments and contingencies		–			–			–			–

Stockholders' Equity
Preferred stock, Series A, $0.0001 par value, 60,000 shares authorized, 60,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		60,000			60,000
Preferred Stock Series B, $0.0001 par value, 3,000,000 shares authorized 475,000 and -0- shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		475,000			475,000
Common stock, $0.0001 par value; 300,000,000 shares authorized, 42,654,399 and 36,486,999 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		4,265			3,649
Treasury stock, 133,200 and -0- shares as of September 30, 2020 and December 31, 2019, respectively		(13	)		(13	)
Preferred stock, Series A, $1.00 par value, 60,000 shares authorized, 59,800 and 60,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively								59,800			60,000
Preferred Stock Series B, $1.00 par value, 3,000,000 shares authorized 475,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively								475,000			475,000
Common stock, $0.0001 par value; 300,000,000 shares authorized, 49,538,895 and 46,986,794 issued and outstanding as of March 31, 2020 and December 30, 2020, respectively								4,954			4,699
Treasury stock, 133,200 shares as of March 31, 2021 and December 31, 2020, respectively								(13	)		(13	)
Additional paid in capital		66,673,255			61,619,415			69,186,061			68,336,249
Retained earnings (deficit)		(65,781,637	)		(57,441,549	)		(76,133,846	)		(77,331,820	)
Accumulated other comprehensive income (loss)		30,197			137,696			(442,293)			(345,714)
Total Stockholders' Equity (Deficit)		1,461,067			4,854,198			(6,850,337	)		(8,801,599	)
Total Liabilities and Stockholders' (Equity)	$	16,449,458		$	16,017,414		$	8,786,203		$	8,747,591

The accompanying notes are an integral part of these consolidated financial statements.

													Three Months			Three Months
	Three months ended						Nine months ended						Ended			Ended
	September 30,			September 30,			September 30,			September 30,			March 31,			March 31,
	2020			2019			2020			2019			2021			2020

Revenue	$	–		$	–		$	–		$	–		$	–		$	–

Operating Expenses:
General & administrative		575,585			34,659			803,835			94,684			42,848			42,328
Acquisition expenses		68,984			5,834,000			1,931,621			5,957,347			–			1,881,126
Amortization and depreciation		36,308			32,222			99,450			96,009			408			31,664
Stock based compensation		204,600			199,035			617,758			521,704			96,700			206,579
Travel and entertainment		5,471			18,090			13,413			83,331			–			6,537
Rent - related parties		9,011			17,528			26,608			42,684
Rent														9,478			–
Professional fees		313,486			166,508			585,610			468,707			418,603			153,729
Consulting fees		–			16,761			–			261,352
Consulting fees and payroll-related parties		99,345			38,196			591,989			466,967			153,309			248,046
Total operating expenses		1,312,790			6,356,998			4,670,284			7,992,785			721,345			2,570,009
Income (loss) from operations		(1,312,790	)		(6,356,998	)		(4,670,284	)		(7,992,785	)		(721,345	)		(2,570,009	)

Other income (expense)
Interest (expense)		(358,950	)		(2,897,523	)		(1,719,651	)		(3,078,510	)		(428,872	)		(719,325	)
Loss on conversion of convertible note		(201,916	)		–			(201,916	)		–
(Loss) on conversion of convertible notes														(282,289	)		(925,484	)
Change in the fair value of derivative liability		(779,134	)		(66,016	)		(1,748,237	)		(66,016	)		2,630,480			–
Other income		–			–			–			25
Other income (expense) net		(1,340,000	)		(2,963,539	)		(3,669,804	)		(3,144,501	)		1,919,319			(1,644,809	)
Income (loss) before provision for income taxes		(2,652,790	)		(9,320,537	)		(8,340,088	)		(11,137,286	)		1,197,974			(4,214,818	)
Provision (credit) for income tax		–			–			–			–			–			–
Net income (loss)	$	(2,652,790	)	$	(9,320,537	)	$	(8,340,088	)	$	(11,137,286	)		1,197,974		$	(4,214,818	)

Basic and diluted earnings(loss) per common share	$	(0.07	)	$	(0.27	)	$	(0.20	)	$	(0.38	)	$	0.02		$	(0.12	)

Weighted average number of shares outstanding		39,720,700			33,921,191			42,583,650			29,444,513			48,043,065			36,486,999

Comprehensive loss:
Net income (loss)	$	(2,652,790	)	$	(9,320,537	)	$	(8,340,088	)	$	(11,137,286	)	$	1,197,974		$	(4,214,818	)
Foreign currency translation adjustment		(53,706	)		217,349			(107,499	)		73,153			(96,578	)		(145,898	)
Comprehensive income (loss)	$	(2,706,496	)	$	(9,103,188	)	$	(8,447,587	)	$	(11,064,133	)	$	1,101,396		$	(4,360,716	)

The accompanying notes are an integral part of these consolidated financial statements.

~~UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (continued)~~

The accompanying notes are an integral part of these consolidated financial statements.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (continued)

The accompanying notes are an integral part of these consolidated financial statements.

For the Three ~~and Nine~~ Month Interim Periods Ended ~~September 30,~~March 31, 2021 and 2020 ~~and September 30, 2019~~

CannaPharmaRx, Inc. (the “Company”) is a Delaware corporation. In November 2018 it formed an Ontario corporation, Hanover CPMD Acquisition Corporation, to facilitate the acquisition described below. As of the date of this Report, the Company intends to engage in acquisitions or joint ventures with a company or companies that will allow it to become a national or internationally branded cannabis cultivation company, or otherwise engage in the cannabis industry. Management is engaged in seeking out and evaluating businesses for acquisition. However, if an opportunity in another industry arises the Company will review that opportunity as well.

The Company was originally incorporated in the State of Colorado in August 1998 under the name “Network Acquisitions, Inc.” It changed its name to Cavion Technologies, Inc. in February 1999 and subsequently to Concord Ventures, Inc. in October 2006. On December 21, 2000, the Company filed for protection under Chapter 11 of the United States Bankruptcy Code. In connection with the filing, on February 16, 2001, the Company sold its entire business, and all of its assets, for the benefit of its creditors. After the sale, the Company still had liabilities of $8.4 million and was subsequently dismissed by the Court from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of the Company’s then remaining directors resigned. On March 13, 2001, the Company had no business or source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million, and had terminated its duty to file reports under securities law. In February 2008, after filing of a Form 10 registration statement pursuant to the Securities Exchange Act of 1934, as amended, we were re-listed on the OTC Bulletin Board.

In April 2010, the Company re-domiciled in Delaware under the name CCVG, Inc. (“CCVG”). Effective December 31, 2010, the Company completed an Agreement and Plan of Merger and Reorganization (the “Reorganization") which provided for the merger of two of the Company’s wholly-owned subsidiaries. As a result of this reorganization, the Company’s name became “Golden Dragon Inc.,” which became the surviving publicly quoted parent holding company.

On May 9, 2014, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with ~~CannapharmaRx,~~CannaPharmaRx, Inc., a Colorado corporation (“Canna Colorado”), and David Cutler, a former President, Chief Executive Officer, Chief Financial Officer, and director of the Company. Under the Share Purchase Agreement, Canna Colorado purchased 1,421,120 restricted shares of the Company’s common stock from Mr. Cutler and an additional 9,000,000 common shares directly from the Company.

In October 2014, the Company changed its legal name to “CannaPharmaRx, Inc.”

In April 2016, the Company ceased operations. As a result, the Company was then considered a “shell” company as defined under the Securities Exchange Act of 1934, as amended, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Effective December 31, 2018, the Company and Hanover CPMD Acquisition Corp. (“CPMD Hanover”) a newly formed, wholly-owned subsidiary, entered into a Securities Purchase Agreement with Alternative Medical Solutions, Inc., an Ontario, Canada corporation (“AMS”), its shareholders, wherein the Company acquired all of the issued and outstanding securities of AMS. AMS is a corporation organized under the laws of the Province of Ontario, Canada. It is a late-stage marijuana licensed producer applicant in Canada. It is currently in the Pre-License Inspection and Licensing phase, which is Stage 5 of 6, with a fully approved license. Upon completion of the final construction of the facility, Health Canada will inspect the facility and relevant operating procedures to ensure it meets the standards that have been approved in the application. There can be no assurances that the Company will receive this license.

The facility is a 48,750 square foot marijuana grow facility built on a 6.7-acre parcel of land located in Hanover, Ontario Canada. To date, the exterior construction of the building has been completed. However, no interior construction has begun. Upon full completion, the facility will contain up to 20 separate growing rooms which we believe will provide an annual production capacity of 9,500 kilos of marijuana (20,900 lbs.). Completion of the build-out of the facility is expected to take an estimated 20 weeks. Together with the remaining equipment needed to complete the grow the Company estimates that it will require approximately CAD$20.0 million in additional financing which it may seek to raise via equity and debt. There can be no assurances that the Company will successfully raise the financing required to complete the construction of the facility and begin cultivation.

As a result of the completion of the acquisition of AMS on December 31, 2019, the Company no longer fits the definition of a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. It filed the required disclosure on Form 8-K/A with the SEC on February 14, 2019, advising that it was no longer a shell company pursuant to the aforesaid Rule.

On January 6, 2021, the Company executed an Agreement of Purchase and Sale through its wholly owned subsidiary, Alternative Medical Solutions Inc. for the sale of the lands and premises located at Hanover, Ontario, Canada. The price is $2,000,000 CAD and the closing is expected to be on May 28, 2021. As a result, and in anticipation of the closing, the Company recorded an impairment of goodwill and fixed assets relating to the property of $7,962,694 at December 31, 2020. This property is security for a $1,000,000 US Note with Koze Investments, LLC by way of a first-ranking charge. At closing the Note will be retired with the proceeds from the sale. Should the transaction not close, the Company will re-evaluate the potential to develop the property as originally planned in light of current market conditions in the industry.

Effective February 25, 2019, the Company acquired ~~3,712,500~~3,936,500 shares and 2,500,000 Warrants to purchase 2,500,000 shares of Common Stock of GN Ventures, Ltd, Alberta, Canada, f/k/a Great Northern Cannabis, Ltd. (“GN”), in exchange for an aggregate of 7,988,963 shares of its Common Stock, from a former shareholder of GN who is now the Company’s President and CEO. While no assurances can be provided, the Company believes this is the initial step in its efforts to acquire all or a significant portion of the issued and outstanding stock of GN. In May 2020, the Company exchanged 5,507,400 of its shares for 3,671,597 shares of GN.

GN owns a 60,000 square foot cannabis cultivation and grow facility located on 38 acres in Stevensville, Ontario, Canada. Because the Company is a minority shareholder of GN and GN is a privately held company, the Company cannot confirm that the information it currently has on GN’s operations is complete or fully reliable. GN estimates annual total production capacity from the Stevensville facility of up to 12,500 kilograms of cannabis. GN believes the Stevensville facility to be complete, and GN’s subsidiary, 9869247 Canada Limited, received a license to cultivate from the Canadian Ministry of Health on July 5, 2019. As a result, in October 2019, GN commenced cultivation activities and began generating revenues during the first calendar quarter of 2020. The Company expects that it will obtain additional information on the business activities of GN as it has renewed discussions to acquire additional interests and is performing its due diligence procedures.

Effective June 11, 2019, the Company entered into a Securities Purchase Agreement with Sunniva, Inc, a British Columbia, Canada corporation (“Sunniva”) wherein the Company agreed to acquire all of the issued and outstanding securities of Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc. (“SMI”) and 1167025 B.C. LTD (“1167025”) for CAD $16.0 million in cash and a note in the principal amount of CAD $4.0 million. These companies are the current owners of the Sunniva Canada Campus, which includes construction assets for a planned 759,000 square-foot greenhouse located on an approximately 114-acre property in Okanagan Falls, British Columbia.

On June 8, 2020, the Company received a notice of termination of this Purchase Agreement, as amended, from Sunniva. As a result, the Company incurred a charge of $1,881,126 due to the write-off of its deposit to Sunniva, banking fees, and prepaid expenses associated with the failed acquisition of Sunniva. The Company is in discussions with Sunniva, as well as an investment banker who received deposits from the Company, about recovering all or a portion of its deposits, banking fees, and prepaid expenses. The accompanying financial statements as of ~~September 30,~~December 31, 2020, do not reflect potential recovery amounts related to Sunniva and other parties if any.

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our ~~operations.~~

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements on December 31, 2019, and 2018, as presented in the Company’s Form 10-K filed on May 27, 2020 with the SEC.operations

The accompanying ~~unaudited consolidated~~ financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. Certain amounts in prior periods have been reclassified to conform to the current presentation.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported ~~assets and~~amounts of expenses during the reporting period. The most significant estimates relate to ~~investments,~~ purchase price allocation of acquired ~~assets,~~businesses, impairment of long-lived assets ~~intangibles,~~ and ~~goodwill.~~goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the ~~Company’s~~Company cash and cash equivalents totaled ~~$243,314~~$30,078 and ~~$1,547,~~$334,969 respectively.

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the Company determined that it had items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible and other promissory notes are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

~~During~~ For the ~~nine months~~periods ended ~~September 30,~~March 31, 2021, and December 31, 2020, the Company ~~entered into ten~~had derivative liabilities of $1,046,169 and $3,676,649, respectively. These derivative liabilities arose in 2020 due to the issuance of variably priced convertible note instruments amounting to $1,205,000 that contained embedded derivative features. As a result, the Company performed a Black Scholes analysis and recorded a derivative liability and an expense amounting to $1,748,237.notes.

In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.

The functional currency and the reporting currency of ~~the Company’s~~CannaPharmaRx’s US operations is United States dollars, (“USD”). The functional currency of the Company’s Canadian operations is in Canadian dollars (“CAD”), Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity.

The Harmonized Sales Tax (“HST”) is a combination of the Canadian Goods and Services Tax (“GST”) and Provincial Sales Tax (“PST”) that is applied to taxable goods and services. By fusing sales tax at the federal level with sales tax at the provincial level, the participating provinces harmonized both taxes into a single federal-provincial sales tax. HST is a consumption tax paid by the consumer at the point of sale (POS). The vendor or seller collects the tax proceeds from consumers by adding the HST rate to the cost of goods and services. They then remit the total collected tax to the government periodically.

The HST is in effect in five of the ten Canadian provinces: New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island. The HST is collected by the Canada Revenue Agency (CRA), which remits the appropriate amounts to the participating provinces. The HST may differ across these five provinces, as each province will set its own PST rates within the HST. In provinces and territories which have not enacted the HST, the CRA collects only the 5% goods and services tax. The current rate in Ontario is 13%.

As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the Company had ~~$1,495,120~~$1,585,860 and ~~$1,540,918~~$1,566,316 in construction in progress (“CIP”), respectively, comprised entirely of the ~~construction in progress~~building acquired relating to ~~the building acquired with~~ the acquisition of AMS. ~~Additionally, the~~The Company ~~had $139,444 and $143,201, respectively, in the land upon which the construction in process was situated.~~

~~Depreciation~~did not record any depreciation expense ~~related to the construction in progress amounted to $-0- and $-0-~~on CIP for the periods ended ~~September 30, 2020,~~March 31, 2021, and ~~September 30, 2019, respectively.~~March 31, 2020.

The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

The Company has adopted ASC Topic 718, (~~Compensation-Stock~~Compensation—Stock Compensation), which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and ~~non- employees~~non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option-pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The fair value of stock warrants was determined at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. ~~Stock~~The Company had no stock options ~~and warrants~~ outstanding ~~shares of common stock are excluded from the calculations of diluted net loss per share since their effect is anti-dilutive.~~at March 31, 2021.

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of ~~a marijuana license with a~~customer relationships and non-compete agreements. Their useful ~~life~~lives range from 10 to 15 years. The Company’s indefinite-lived intangible assets consist of ~~15 years.~~trade names.

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market ~~approach~~approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental ~~in nature~~ and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test ~~prior to~~before scheduled annual impairment tests.

The Company performed its annual fair value assessment on December 31, ~~2019,~~2020, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined ~~that~~an impairment had arisen at its Hanover facility. As a result of its assessment, the Company recorded an impairment of goodwill, intangible assets, and amounting to $7,815,891 on its Consolidated Statements of Operations for the year ended December 31, 2020. The Company had no ~~impairment exists.~~goodwill recorded at March 31, 2021.

The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value.

The Company evaluated the recoverability of its long-lived assets on ~~September 30, 2020, and on~~ December 31, ~~2019, respectively~~2020 on its subsidiaries with material amounts on their respective balance sheets and determined that noan impairment ~~exists.~~$146,084 in land had occurred.

The Company had a net balance at March 31, 2021 of $8,368 relating to office equipment.

The Company ~~has adopted the guidance under ASC Topic 820 for~~groups its financial ~~instruments~~assets and financial liabilities generally measured onat fair value ~~on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)~~ in ~~the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants~~three levels, based on the ~~measurement date. Valuation techniques~~markets in which the assets and liabilities are traded, and the reliability of the assumptions used to ~~measure~~determine fair value.

The fair value ~~must~~hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable ~~inputs.~~inputs when measuring fair value.

The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. During the period ended December 31, 2020, the Company wrote down its fixed assets at the Hanover facility of approximately $186,000 which was included in the impairment charge of goodwill and intangibles noted above.

The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involve uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, accounts payable, and the related party loan, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates.

The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Our cost method investment consists of an investment in a private company in which we do not have the ability to exercise significant influence over its operating and financial activities. The investment is tested for impairment quarterly.

Income (loss) per share is presented in accordance with Accounting Standards Update (“ASU”), Earning per Share ~~(Topic~~(Topic 260) which requires the presentation of both basic and diluted earnings per share (“EPS”) on the income statements. Basic EPS would exclude any dilutive effects of options, warrants, and convertible securities but does include the restricted shares of common stock issued. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted to common stock. Basic EPS calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

The Company’s activities during the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021 and the year ended December 31, ~~2019,~~2020, comprised a single segment.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company adopted ASC 842 on January 1, 2019. However, the adoption of the standard had no impact on the Company’s financial statements since all Company leases are month to month or short-term rental.

As of ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019,~~2020, the Company had ~~$243,314~~$30,078 and ~~$1,547 in~~$334,969 cash on hand, respectively, and no revenue-producing business or other sources of income. Additionally, as of ~~September 30, 2020,~~March 31, 2021, the Company had ~~outstanding liabilities~~negative working capital totaling ~~$14,988,391~~$15,195,364 and ~~$246,599 in short term liquid assets.~~a retained earnings deficit of $76,133,846.

In the Company’s financial statements for the fiscal years ended December 31, 2019, and 2018, the Reports of the Independent Registered Public Accounting Firm include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on ~~the Company’s~~its current financial projections, itthe Company believes it does not have sufficient existing cash resources to fund its current limited operations.

It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by the Company to successfully implement these plans would have a material adverse effect on its business, including the possible inability to continue operations.

As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, the Company had deposits of ~~$-0-~~$39,768 and ~~$1,308,830~~$0, respectively. On June 8, 2020, the Company received a notice of termination of from Sunniva. The $1,308,830 deposit related to this potential Sunniva acquisition, which was not consummated, was non-refundable and was ~~intended~~subsequently written off.

On January 6, 2021 the Company executed an Agreement of Purchase and Sale through its wholly owned subsidiary, Alternative Medical Solutions Inc. for the sale of lands and premises located at Hanover, Ontario, Canada. A description of the property is detailed in Note 1 of these financial statements. The purchase price is $2,000,000 CAD and the closing of this transaction is expected to be ~~credited against~~on May 28, 2021. As a result, and in anticipation of the closing, the Company has recorded an impairment of goodwill and fixed assets relating to the property of $7,962,694 at December 31, 2020. This property is the security for a $1,000,000 US Note with Koze Investments, LLC by way of a first-ranking charge. At closing, the Note will be retired with the proceeds for the sale. Should the transaction not close, the Company will re-evaluate the potential to develop the property as originally planned when it was acquired, in light of current market conditions in the industry. The Company has received a deposit of $39,768 towards the purchase ~~price~~ of ~~the Sunniva acquisition (referenced throughout~~ this ~~Report) if it had been successfully consummated. This balance was written off by the Company due to the termination of the Sunniva Purchase Agreement on June 8, 2020.~~property.

The following table sets forth the components of the Company’s prepaid expenses on ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019:~~2020:

~~The prepaid acquisition expenses for Sunniva were written off during the period ended March 31, 2020 due to the termination of the Sunniva Agreement.~~

The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

~~The Company’s financial instruments consist principally~~As of ~~cash, accounts payable,~~March 31, 2021, and ~~accrued liabilities. The carrying values~~December 31, 2020, the balance of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company.

~~The Company analyzes all financial instruments with features of both liabilities~~investments was 6,750,779 and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging.” Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. Also, the fair value of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes simulation model.

~~The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs.~~

~~The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2020:~~

On February 25, 2019, the Company acquired ~~3,712,500~~3,936,500 shares and 2,500,000 Warrants to purchase 2,500,000 shares of common stock at a price of CAD$1.00 of GN Ventures, Ltd., Alberta, Canada, f/k/a Great Northern Cannabis, Ltd. (“GN”), in exchange for an aggregate of 7,988,963 shares of the Company’s Common Stock from a former shareholder of GN. On the date of purchase, the Company’s Common Stock was trading at $1.41 which values the purchase at $11,264,438. For balance sheet purposes the Company has treated this purchase using the cost method because the purchase consists of an investment in a private company in which the Company does not have the ability to exercise significant influence over GN’s operating and financial activities.

The Company conducted an impairment test on December 31, 2019, and determined that an impairment existed resulting in a write-down of the investment by $7,070,841 to a current value of $4,193,597.

On May, 8, 2020, the Company exchanged 5,507,400 of its common shares for 3,671,597 common shares of GN. These shares were ~~value~~valued at ~~$.67~~$0.675 each which represents the value of the GN shares as determined by the Company’s ~~year-end~~year end impairment analysis and were recorded as an investment of $2,478,422. As of ~~September 30,~~December 31, 2020 the Company’s investment in GN was $6,672,019.

~~Additionally,~~On October 6, 2020, the Company ~~conducted~~invested $50,000 CAD in exchange for 83,333 Class A Common Shares at $0.60 CAD per share. The Company entered into a cooperation agreement with Klonetics Plant Science Inc, a Company that engages in the business of genetics research and development, tissue culture propagation, plantlet production, ready to flower production within the cannabis industry throughout the world. The parties consider it advantageous to pool their respective experience, expertise, knowhow and capabilities in the area of land acquisition, financing, development, operations, and respective areas of industry focus. The parties wish to commence their intended long-term cooperation by pursuing projects in selected areas of focus initially before extending it to a larger scale merger between the parties, which may be discussed at a later date with terms to be determined and agreed to by the parties. CannaPharmaRx will invest up to a maximum percentage of Thirty Percent (30%) of the issued and outstanding shares of Klonetics.

On January 15, 2021, the Company invested an ~~impairment test on September 30, 2020, and determined that no further impairment existed.~~additional $50,000 CAD in exchange for an additional 83,333 Class A Common Shares at $0.60 CAD per share.

The following table sets forth the components of the Company’s property and equipment on ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019:~~2020:

															March 31, 2021							December 31, 2020
	September 30, 2020							December 31, 2019							Gross Carrying Amount		Accumulated Depreciation			Net Book Value		Gross Carrying Amount		Accumulated Depreciation			Net Book Value
	Gross Carrying Amount		Accumulated Depreciation			Net Book Value		Gross Carrying Amount		Accumulated Depreciation			Net Book Value
Computers, software, and office equipment	$	4,648	$	(1,936	)	$	2,712	$	4,757	$	(779	)	$	3,978	$	11,244	$	(2,876	)	$	8,368	$	4,869	$	(2,435	)	$	2,435
Land		139,444		–			139,444		143,201		–			143,201		–		–			–		–		–			–
Construction in progress		1,495,120		–			1,495,120		1,540,918		–			1,540,918		1,585,860		–			1,585,860		1,566,316		–			1,566,316
Total fixed assets	$	1,639,212	$	(1,936	)	$	1,637,276	$	1,688,876	$	(779	)	$	1,688,097	$	1,597,104	$	(2,876	)	$	1,594,228	$	1,571,185	$	(2,435	)	$	1,566,316

For the ~~nine months~~periods ended ~~September 30,~~March 31, 2021, and 2020, ~~and 2019,~~ the Company recorded depreciation expense of ~~$1,146~~$408 and ~~$-0-,~~$385 respectively.

As of March 31, 2021 and December 31, 2020, the Company had $1,585,860 and $1,566,316 respectively, in construction in progress. The facility acquired as part of the AMS acquisition is a 48,750 square foot marijuana grow facility built on a 6.7-acre parcel of land located in Hanover, Ontario Canada. To date, the exterior construction of the building has been ~~completed;~~completed, however, no interior construction has begun.

For construction in-progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the asset should be reclassified as building, building improvements, or land improvement and should be capitalized and depreciated. Construction in progress includes all costs related to the construction of a medical cannabis facility. Cost also includes soft costs such as loan fees and interest and consulting fees and related expenses. The facility is not available for use and therefore not being amortized. The Company entered into a Purchase and Sale Agreement with a prospective buyer on January 6, 2021.

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the Company had ~~$6,203,194~~$-0- and $-0- in goodwill, respectively. Additionally, the Company had $-0- and ~~$1,690,371~~$-0- in intangible assets, ~~compared to $6,370,333~~respectively, for the same periods, ended March 31, 2021 and ~~$1,834,176,~~December 31, 2020, respectively. The goodwill and intangible assets arose as a result of the acquisition of AMS. ~~Based on a valuation study performed on the acquisition,~~On December 31, 2020, the Company conducted an impairment test at AMS and determined that all of the ~~marijuana license~~goodwill, intangible assets, and the land had been impaired, resulting in ~~process at AMS had~~ a ~~value~~charge of ~~$1,871,000 which will be amortized over a fifteen-year~~$7,962,694 to the Company’s consolidated statements of operations for the period ~~or approximately $124,733 per year.~~ended December 31, 2020. Amortization expense for the three month periods ended March 31, 2021 and March 31,2020 were $-0- and $31,349 respectively.

~~The Company has recorded amortization expense of $98,293 and $96,009, respectively, for the nine months ended September 30, 2020, and September 30, 2019.~~

Accounts payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability.

The following table sets forth the components of the Company’s accrued liabilities on ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019.~~2020.

					March 31, 2021		December 31, 2020
	September 30, 2020		December 31, 2019
Accounts payable and accrued expenses	$	1,244,678	$	902,854	$	2,733,393	$	2,447,848
Accrued interest (a)		102,253		27,630		152,189		96,477
Accrued legal settlement (b)		190,000		190,000		190,000		190,000
Total accounts payable and accrued liabilities	$	1,536,931	$	1,120,484	$	3,075,582	$	2,734,325

The following table sets forth the components of the Company’s related party liabilities on ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019.~~2020.

From April 1, 2018 through March 2019, the Company’s principal place of business was located at 2 Park Plaza, Suite 1200 – B. Irvine, CA 92614. This space was provided to the Company on a twelve-month term by a company of which Mr. Nicosia, one of the Company’s directors, serves as the President and CEO. The monthly rent at that location was $1,000; however, as of the date of this report, the Company has not made any rent payments and continues to accrue those amounts as accounts payable.

Effective on March 1, 2019, the Company changed its principal place of business to Suite 206, 1180 Sunset Drive, Kelowna, BC, Canada Z1Y 9W6, which the Company has rented pursuant to an oral sublease from PLC International Investments Inc, a company owned and controlled by Dominic Colvin, the Company’s current CEO, President and a director. This location consists of approximately 500 sq. feet. The Company paid a monthly rent of $1,500 (CAD).

Effective March 22, 2019, the Company ~~changed~~established its principal place of business and leases ~~three~~ offices at 3600, 888 3– 3rd St SW, Calgary, Alberta, Canada, T2P 5C5. The lease may be terminated by either party on 30 days’ notice. Rent is $4,000 CAD per month. This space was provided by a company to which, Mr. Orman, one of the Company’s directors, serves as a Director.

See Note 16, Subsequent Events, below, for additional related party transactions.

The following tables set forth the components of the Company’s, convertible debentures as of ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019:~~2020:

On July 8, 2019, the Company commenced a private offering of Units at a price of $50,000 per Unit, each Unit consisting of 50,000 shares of the Company’s Common Stock and one $50,000 unsecured Convertible Note (“a Convertible Note”), which mature one year from the date of issuance and accrue interest at 5% per annum. These Convertible Notes are convertible into shares of the Company’s Common Stock at a conversion price of $1.00 per share. During the year ended December 31, 2019, the Company issued 31 Units in this offering for and received proceeds of $1,550,000 from six accredited investors. Since the Company’s stock price exceeded the conversion feature of the Convertible Notes and was immediately exercisable, the Company recorded a beneficial conversion feature (“BCF”) and expense of $1,550,000 which was charged to interest expense with an offset to paid-in capital.

In addition, the 5,505,530 shares of Common Stock included in the Units were valued at $5,075,000. The excess above the $1,550,000 face value of the Convertible Notes or, $3,525,000, was charged to interest expense with an offset to paid-in capital. The remaining $1,550,000 was recorded as a Note discount of $1,550,000 to be amortized over the three years from the date of the Note to the maturity date. The Company recorded $552,602 in interest expense related to the amortization of note discount during the year ended December 31, 2019. During the nine months ended September 30, 2020 the Company recorded $58,179 in interest expense on these Notes and amortized $1,003,233 of note discount which was charged to interest expense. As of September 30, 2020, there was $85,808 in accrued interest on these notes, and $12,329 in unamortized note discount related to these notes. All of these notes are past due their maturity dates. The Company has not received any notice of default on these note and continues to accrue interest on these notes past the maturity date

During the ~~three months~~year ended September 30, 2020, the Company issued $157,500 in unsecured 8% convertible notes to one accredited investor, and $513,500 in unsecured 10% convertible notes to three accredited investors. Under the terms of each convertible note, the investors received the right to convert their note to common stock commencing six months after the date of issuance ranging from 55% to 61%, respectively, of the lowest closing price for the Company’s common stock measured 20 business days prior to conversion. Additionally, these notes were issued with an original issue discount of $35,000 which were immediately expensed. The Company recorded a note discount of $649,527 on these notes. During the nine months ended September 30, 2020, the Company recorded $3,931 in interest expense on these four new notes and amortized $43,108 of note discount which was charged to interest expense. As of September 30, 2020, there was $3,931 in accrued interest on these notes, and $606,419 in unamortized note discount related to these notes.

~~During the nine months ended September 30,~~December 31, 2020, the Company issued a total of ~~ten~~24 notes to ~~eight~~ accredited investors of which ~~$595,500~~$582,500 was in the form of unsecured 5% convertible notes, and $595,500 was in unsecured 8% convertible notes, and ~~$609,500 was in unsecured~~$1,000,500 at 10% ~~convertible notes.~~. Under the terms of each convertible note, the investors received the right to convert their to common stock commencing ~~nine months~~the year after the date of issuance ranging from 55%-75%, respectively, of the lowest closing price for the Company’s common stock measured 20 business days prior to conversion. ~~Additionally, these notes were issued with an original issue discount of $53,000 which were immediately expensed.~~ One of the noteholders also received 153,940 “returnable” shares in connection with issuance of the convertible notes. These shares are returnable to the Company if the underlying convertible note ($160,000) is redeemed before the passage of 180 days. During the three months ended September 30, 2020 the Company repaid the $160,000 Note, received the 153,940 shares back from the noteholder, and converted a $100,000 note plus accrued interest into 135,000 Common Shares of the Company.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2020 the Company recorded ~~$27,696~~$257,345 in interest expense on these ~~ten new notes~~Notes and amortized ~~$280,593~~$1,690,933 of note discount which was charged to interest expense. As of ~~September 30,~~December 31, 2020, there was ~~$16,444~~$35,048 in accrued interest on these ~~ten~~ notes, and ~~$732,632~~$664,442 in unamortized note discount related to these notes. As of the date of this Report, there was one note for $100,000 that past due its maturity date. The Company has not received any notice of default on these note and continues to accrue interest on these notes past the maturity date.

During the year ended December 31, 2020 the Company issued 4,067,332 common shares upon the conversion of $1,984,000 in convertible notes and recorded a gain of $566,408.

During the three month period ended March 31, 2021, the Company received proceeds from convertible notes of $53,500.

During the three months ended ~~September 30, 2020~~March 31, 2021 the ~~$160,000~~Company recorded $28,004 in interest expense on its convertible notes and amortized $224,525 of note discount which was ~~paid off,~~charged to interest expense. As of March 31, 2021, there was $59,620 in accrued interest on these notes, and $439,917 in unamortized note discount related to these notes. As of the date of this Report, there was one note ~~holder with a~~for $100,000 ~~convertible~~that past due its maturity date. The Company has not received any notice of default on these note ~~converted their note~~and continues to ~~equity and received 135,000~~accrue interest on these notes past the maturity date.

During the three months ended March 31, 2021 the Company issued 1,442,101 common shares ~~pursuant to~~upon the conversion ~~terms on his note. The Company~~of $222,450 in convertible notes and recorded a loss on ~~this~~ conversion of ~~debt of $201,916.~~$282,289.

The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion prices of the Notes described above were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or they were variable. Since the number of shares is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to settle the conversion option. In accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

As of ~~September 30, 2020,~~March 31, 2021, derivative liabilities were valued using a probability-weighted average Black-Scholes-Merton pricing model with the following assumptions:

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and March 31, 2020, the Company recognized a ~~loss~~gain of ~~$1,748,237~~$2,630,480, and $-0- respectively as “Other Expense” on its Consolidated Statements of Operations, which represented the net change in the value of the derivative liability.

The following tables set forth the components of the Company’s, ~~secured~~ notes payable as of ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019:~~2020:

Pursuant to the terms of the Securities Purchase Agreement with AMS the Company issued a non-interest bearing CAD $10,000,000 ($7,330,000 USD) promissory note secured only by the shares acquired in AMS. Principal payments under the Promissory Note are due quarterly commencing upon AMS receiving a license to cultivate and are computed based upon 50% of AMS' cash flow, defined as EBITDA less all capital expenditures, taxes incurred, non-recurring items, and other non-cash items for the relevant fiscal quarter, including the servicing of all senior debt payment obligations of the Company. The Promissory Note matures the earlier of two years from the date AMS receives a license to cultivate, or December 31, 2021. Since AMS had not received its cultivation license as of ~~September 30,~~December 31, 2020, the Note Payable will have a maturity date of December 31, 2021.

The Company performed a valuation study as part of the AMS acquisition. The valuation study determined that the Promissory Note should be valued at $6,632,917 since it was non-interest bearing. As a result, the Company recorded a note discount of $697,083. The note discount will be amortized to interest expense over the three-year term of the Promissory Note. During the ~~year~~three months ended ~~December~~March 31, ~~2019, the Company recorded $244,058 in interest expense related to the amortization of the note discount. During the nine months ended~~2021, the Company has recorded ~~$175,721~~$287,544 in amortization expense related to Note discount.

On July 3, 2019, the Company entered into a 12% $1,000,000 Loan Agreement with Koze Investments LLC (“Koze”), payable in full on June 28, 2020. The Company is currently in discussions with Koze to extend the maturity date of the Note. While the Company believes it will be successful in extending the maturity date, there are no assurances this will occur. Under the terms of the 12% Note, Koze took a first security interest against the Company’s Hanover, Ontario cannabis facility in progress and required the Company to pay off its existing mortgage of approximately $650,000 CAD. Additionally, the Company agreed to pay a 3% origination fee, prepay ~~nine months~~the year of interest ($60,000) and to issue to Koze five-year warrants to purchase 1,001,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. After paying the origination fees, the prepayment and paying off the original mortgage, the Company used a portion of the remaining proceeds as payment against the SMI purchase price of CAD $1,000,000. During the period ended December 31, 2020, the Company recorded an additional amount of $890,570 relating to penalties for late payment. As of the date this Report the Company has continued to accrue interest on the Koze Note and is in discussion to ~~extend its term.~~renegotiate the final payout amount, which is anticipated to occur when the property is sold. Koze has not asserted that a default has occurred.

On April 21, 2020, the Company received a loan from the Government of Canada under the Canada Emergency Business Account program (CEBA). This loan was in the amount of $40,000 CAD (USD $29,352). These funds are interest-free until December 31, 2022, at which time the remaining balance will convert to a 3-year term loan at an interest rate of 5% per annum. An additional amount of $20,000 CAD (USD $15,708) was received on December 29, 2020. If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of ~~25%~~33% or ~~$10,000~~$20,000 CAD.

During the three months ended March 31, 2021 the Company entered into Note Agreements with a secured investor amounting to $238,560. These notes are non-interest bearing and mature in 12 months. Repayment includes principal amount plus $50,000 CAD settlement cash fee plus 58,140 Common Shares at $0.43 per share plus 59,524 Common Shares at $0.42 per share. These notes are secured by a GSA over all present and after acquired property, assets, and undertakings.

As of ~~September 30, 2020,~~March 31, 2021, the Company has approximately ~~$65,700,000~~$75,600,000 of federal net operating loss ~~carryforwards.~~carryforwards (“NOLS”) in the United States. The federal net operating loss carryforwards begin to expire in 2030. State net operating loss carryforwards begin to expire in 2034. Due to the change in ownership provisions of the Internal Revenue Code, the availability of the Company’s net operating loss carryforwards could be subject to annual limitations against taxable income in future periods which could substantially limit the eventual utilization of such carryforwards. The Company has not analyzed the historical or potential impact of its equity financings on beneficial ownership and therefore no determination has been made whether the net operating loss carryforward is subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation there could be a substantial reduction in the deferred tax asset with an offsetting reduction in the valuation allowance. As of ~~September 30, 2020,~~March 31, 2021, the Company has no unrecognized income tax benefits.

The tax years from 2014 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. Since the company has never been profitable, the Company has established a full valuation allowance against the deferred tax asset associated with the NOLS.

On April 1, 2018, the Company changed its principal place of business to 2 Park Plaza, Suite 1200 – B. Irvine, CA 92614. This space is provided on a twelve-month term by a company to which Mr. Nicosia, one of the Company’s directors, serves as Chief Executive Officer. Monthly rent is $1,000; however, as of the date of this filing, the Company has not made any rent payments and continues to accrue those amounts as accounts payable.

In March 2019, the Company temporarily moved its principal place of business to Suite 206, 1180 Sunset Drive, Kelowna, BC, Canada Z1Y 9W6, which the Company rented under an oral sublease from PLC International Investments Inc, a company owned and controlled by Dominic Colvin, the Company’s current CEO, President, and a director. This location consists of approximately 500 sq. feet. The Company continues to occupy this location as of the date of this Report and pays a monthly rent of $1,500 (CAD).

Effective March 22, 2019, the Company ~~moved into a new principal place of business and~~ entered into a lease agreement to lease three offices at ~~Suite~~ 3600 888 3 St SW, Calgary, Alberta, Canada, T2P 5C5. The lease may be terminated by either party on 30 days’ notice. Rent is $4,000 CAD per month. This space was provided by a company to which, Mr. Orman, one of the Company’s directors, serves as a Director.

On March 29, 2021, the Company received the acceptance our Offer to Purchase certain assets and facilities located in Cremona, Alberta, Canada. The purchase price is $12,550,000 CAD. The Company has paid a $200,000 CAD deposit and closing is expected on April 29, 2021. The 55,200 square foot facility is capable of producing 5,200 kilograms of cannabis biomass per year. The facility previously held Health Canada licenses for cultivation and sales of medical dried flower, as well as extract and edible sales. After closing of the transaction, the Company intends to apply for new Health Canada licenses. Funding for this acquisition is in the due diligence phase.

The Company is authorized to issue up to 10,000,000 shares of one or more series of Preferred Stock, par value of $0.0001 per share. The Board of Directors may, without stockholder approval, determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights, and any other preferences.

In April 2018, the Company issued 60,000 shares of its Series A Convertible Preferred Stock for $1.00 per share to certain investors who then became members of management and the board of directors. Each share of Series A Convertible Preferred Stock is convertible into 1,250 shares of Common Stock and vote on an as-converted basis. The rights and designations of these Preferred Shares include the following:

The beneficial conversion (“BCF”) feature attributed to the purchase of Preferred Stock was deemed to have no value on the date of purchase because there was no public trading market for the Convertible Preferred Stock, and none is expected to develop in the future. Therefore, the BCF related to the Preferred Shares was considered to have no value on the date of issuance.

There were ~~60,000~~59,800 shares of Series A Preferred Stock issued and outstanding as of ~~September 30, 2020,~~March 31, 2021 and 60,000 shares outstanding at December 31, ~~2019,~~2020, respectively.

In February 2019, the Company commenced an offering of up to $3 million in principal amount of Units at a price of $1.00 per Unit, each Unit consisting of one share of Series “B” Convertible Preferred Stock, each Convertible Preferred Share convertible into one share of the Company’s Common Stock at the election of the holder and one Common Stock Purchase Warrant exercisable to purchase one share of Common Stock at an exercise price of $2.00 per share, which offering is to be offered only to “accredited investors,” as that term is defined in Rule 501 of Regulation D. This Offering was closed at the end of August 2019. As of ~~September 30,~~December 31, 2020, the Company had accepted $475,000 in subscriptions in this offering.

There were 475,000 shares of Series B Convertible Preferred Stock issued and outstanding as of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, respectively.

The Company is authorized to issue 300,000,000 shares of Common Stock, par value $0.0001 per share. As of ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019, 42,654,399~~2020, 49,538,895 and ~~36,486,999~~46,986,794 shares of Common Stock were issued and outstanding, respectively.

In January 2019, the Company closed a private offering of 12% Convertible Debentures where it accepted subscriptions in the aggregate amount of $2,072,000 from 35 accredited investors, as that term is defined in Rule 501 of Regulation D. Each Convertible Debenture is convertible into shares of common stock at the lesser of $0.40 or 50% of the closing market price on the date a business combination valued at greater than $5,000,000 is completed., The Company used the proceeds from this offering for the purchase of AMS, as well as working capital, including costs associated with the preparation of over three years of reports that had not been filed with the SEC. During the three-month period ended June 30, 2019, the Company entered into a Qualified Financing with its minority purchase of GN stock and warrants described in Note 4 “Investment.” As a result on June 30, 2019, the convertible notes amounting to $2,072,000 along with $130,212 of accrued interest were converted, pursuant to the automatic conversion terms described above, to equity at ~~a price of~~ $0.40 per share, or a total of 5,505,530 shares.

On July 8, 2019, the Company commenced a private offering of Units at a price of $50,000 per Unit, each Unit consisting of 50,000 shares of the Company’s Common Stock and one $50,000 unsecured Convertible Note (“Unit Convertible Note”), which mature in one year from the date of issuance and accrue interest at 5% per annum. These Unit Convertible Notes are convertible into one share of the Company’s Common stock at a conversion price of $1.00 per share. During the ~~three months~~year ended ~~September 30,~~December 31, 2019, the Company issued $1,200,000 in Unit Convertible Notes to two accredited investors. Since the Company’s stock price exceeded the conversion feature of the Unit convertible Notes and was immediately exercisable, the Company recorded a beneficial conversion feature (“BCF”) and expense of $1,200,000 which was charged to interest expense with an offset to paid-in capital.

Additionally, 1.2 million shares of Common Stock were issued in connection with the sale of the Units which were valued at $2,598,000. The excess above the $1,200,000 face value of the Unit Convertible Notes or, $1,398,000 was charged to interest expense with an offset to paid-in capital. The remaining $1,200,000 was recorded as a Note discount of $1,200,000 to be amortized over one year at the rate of $100,000 per month. $200,000 in interest expense related to this discount was recorded during the ~~three months~~year ended ~~September 30,~~December 31, 2019.

Shares Issued in Connection with the Assignment Agreement with Great Northern Ltd

On September 28, 2018, Great Northern Cannabis, Ltd (“GN”), entered a Letter of Intent with P2P Green Power Energy Solutions and certain individuals to acquire all of the issued and outstanding shares of AMS. On October 10, 2018, the Company entered into an Assignment and Assumption Agreement (“the AA Agreement”) with GN. Under the terms of the AA Agreement, the Company essentially purchased the right to acquire AMS from GN for the following consideration:

All of the above consideration was expressly contingent upon the closing of the AMS acquisition which was consummated by the Company on December 31, 2019. The payments of $200,000 and $300,000 were made to GN. On August 30, 2019, the parties determined that no management agreement had been entered into so the Company issued 2,500,000 shares to GN valued at $5,800,000 as required pursuant to the Agreement. Under the guidelines of ASC 805, Business Combinations, since we disclosed that the AMS transaction was complete, the goodwill re-measurement period ended and therefore we could not adjust goodwill for this transaction. As a result, we recorded an acquisition expense on the Company’s income statement for $5,800,000.

As of ~~September 30, 2020,~~March 31, 2021, the Company had ~~82,435,087~~85,353,320 Common Shares reserved for issuance. These shares are comprised of 75,000,000 Common Shares issuable upon the conversion of the Series A Preferred Stock; 475,000 Common Shares issuable upon the conversion of Series B Preferred Stock; ~~750,000 Common Shares upon the exercise of stock options, 4,640,337~~7,558,570 shares issuable upon a conversion of the convertible notes, and 2,319,750 Common Shares issuable upon the exercise of warrants. None of these shares were used in the calculation of earnings per share because their inclusion would be anti-dilutive since the Company is operating at a loss. There are no assurances that the conversion rights will be utilized or that the options or the warrants will be exercised.

During the period ended ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019,~~2020, the Company did not record any stock-based compensation expense related to stock ~~options. As of September 30, 2020,~~ options, as there were ~~outstanding to purchase 750,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. These stock options expire on November 1, 2024.~~none outstanding.

The following table reflects all outstanding and exercisable warrants on ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019:~~2020:

	Number of Warrants Outstanding (a)			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Number of Warrants Outstanding (a)			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Warrants outstanding, January 1, 2018		–		$	–		–		–		$	–		–
Warrants issued		350,000			0.57		2.50		350,000			0.57		1.50
Warrants exercised		–			–		–		–			–		–
Warrant forfeited		–			–		–		–			–		–
Warrants outstanding, December 31, 2018		350,000		$	0.57		1.12		350,000		$	0.57		.12
Warrants issued (a)		1,519,750		$	1.01		1.59		1,519,750		$	1.01		.59
Warrants outstanding December 31, 2019		1,869,750		$	0.92		1.80		1,869,750		$	0.92		.80
Warrants exercised		(25,000	)		–		–		(25,000	)		–		–
Warrants outstanding September 30, 2020		1,844,750		$	0.92		1.50
Warrants outstanding December 31, 2020									1,844,750		$	0.92		.50

Stock purchase warrants are exercisable for ~~a period of~~ two-five years from the date of issuance.

(a) The number of warrants reflected in this table does not include 475,000 warrants that were issued at various times during 2019 in connection with the issuance of the Company’s Series B Preferred stock. These warrants are exercisable for a period of three years at a strike price of $2.00 per share. The Company accounts for warrants issued to purchase shares of its common stock or preferred stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Therefore, no stock-based compensation expense was recorded for the issuance of these 475,000 warrants.

The value of the stock purchase warrants for the periods ended ~~September 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, was determined using the following Black-Scholes methodology:

During the ~~three-month periods~~three month period ended ~~September 30,~~March 31, 2021 and March 31, 2020, ~~and 2019,~~ the Company recorded ~~$204,579~~$96,700 and ~~$199,035,~~$206,759, respectively, ~~in stock-based compensation. During the nine-month period ended September 30, 2020 and 2019, the Company recorded 617,758 and 521,704~~ in stock-based compensation.

On ~~October 1, 2020, $35,000 of a convertible debenture was converted at $0.3172 into 110,340 common shares of~~April 14, 2021, the Company ~~and the remainder of this $78,000 debenture was repaid~~issued $53,500 in ~~full with interest on October 6, 2020 in the amount of $64,669.87.~~

The Company entered into a cooperation agreement with Klonetics Plant Science Inc., a Company that engages in the business of genetic research and development, tissue culture propagation, plantlet production, ready to flower production within the cannabis industry throughout the world. The parties consider it advantageous to pool their respective experience, expertise, knowhow and capabilities in the area of land acquisition, financing, development, operations, and respective areas of industry focus. The parties wish to commence their intended long-term cooperation by pursuing projects in selected areas of focus initially before extending itnew convertible debentures to a ~~larger scale merger between the parties, which may be discussed~~secured investor, bearing interest at ~~a later date with terms to be determined and agreed by the parties. CannapharmaRx will invest up to a maximum percentage~~10%, for net proceeds of ~~Thirty Percent (30%) of the issued and outstanding shares of Klonetics. On October 6, 2020, CannapharmaRx Inc invested~~ $50,000, ~~CAD in exchange for 83,333 Class A Common Shares at $0.60 CAD per share.~~

On October 21, 2020, we executed a Common Stock Purchase Agreement with Granite Global Value Investments Ltd. (“Granite”) whereby Granite would agree to purchase $4,000,000 of our Common Stock at a price equal to 80% of the lowest trading price of the prior ten trading days. Triton would purchase shares of our Common Stock in tranches of between $25,000 and $250,000. In order to consummate this financing, we will be required to file, and have declared effective, a Registration Statement on Form S-1 with the Securities and Exchange Commission.

On October 10, 2020, the Herick Parties filed a Motion to Dismiss the Fourth and Fifth Claims for Relief. On October 30, 2020, the Parties filed a Stipulated Motion for an Extension of Time, through and including November 16, 2020, for us to respond to the Herick Parties’ Motion to Dismiss the Fourth and Fifth Claims for Relief. We and the Herick Parties are currently in active settlement negotiations which we believe are likely to result in a written settlement agreement and dismissal of all claims. The Parties currently anticipate completion of such settlement agreement on or before November 16, 2020.

~~On October 15, 2020 the Company entered into a convertible debenture with an accredited investor in the amount of $110,000 with a $10,000 OID.~~maturing April 14, 2022. This debenture ~~bears 10% interest and~~ is convertible into common shares at ~~40%~~any time after 180 days at 61% of ~~the lowest closing~~market price during the previous 20 day trading ~~days to the date of conversion. Prepayment of this note~~period. This debenture is ~~authorized at 0-60 days at 115%, 61-90 days at 125%, 91-120 days at 130%, 121-150 days at 135%, 151-180 days at 140% and after~~elibible for repayment between 0 – 180 days ~~at 145%~~between 115% and 135%. In the event of default interest increases to ~~18%~~22%.

On ~~October 23, 2020,~~April 22, 2021, the Company ~~entered into~~issued $45,500 in new convertible debentures to a ~~convertible debenture with an accredited~~secured investor, ~~in the amount of $82,500 with a $3,750 OID and 12 months of prepaid~~bearing interest at ~~$3,750 or~~ 5%., for net proceeds of $40,000. This debenture matures April 22, 2022. This debenture is convertible into common shares at ~~70% of~~any time at 39% discount to the lowest ~~closing~~trading price ~~during~~in the ~~previous 25 trading~~prior 20 days. Repayment authorized between 0 – 180 days ~~prior~~between 110% and 135%. In addition, 25,000 commitment shares are to ~~conversion date. Prepayment is authorized~~be granted.

On May 6, 2021, the Company issued 400,000 Common Shares to an accredited investor at ~~0-60 days at 115%, 61-180 days at 130%. No prepayment after 180 days. Interest increases to 24% if default occurs.~~$0.15 per share for gross proceeds of $60,000, less fees of $13,040, for net proceeds of $46,960.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q includes a number of forward-looking statements that reflect management's current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~May 27, 2020~~April 14, 2021 any of which may cause our company’s 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 in our forward-looking statements. These risks and factors include, by way of example and without limitation:

During the three ~~and nine~~ month period ending ~~September 30, 2020~~March 31, 2021 the Company had no revenues from operations. Loss from operations for the three months ended ~~September 30, 2020~~March 31, 2021 was ~~$1,312,790~~$721,345 compared with a loss in the prior year of ~~$6,356,998,~~$2,570,009, for a net ~~loss~~income of ~~$2,652,790~~$1,197,974 for the most recent quarter, compared with a prior year loss of ~~$9,320,537.~~

The Company reported a loss from operations for the nine month period ended September 30, 2020 of $4,670,284 compared with a loss during the prior year of $7,992,785 with a net loss of $8,340,088 compared with the prior year loss of $11,137,286.$4,214,818.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “CannaPharmaRx,” “Company,” “we,” “us,” and “our” refer to CannaPharmaRx, Inc. and our wholly-owned subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

The following discussion should be read in conjunction with our financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

We were originally incorporated in the State of Colorado in August 1998 under the name “Network Acquisitions, Inc.” We changed our name to Cavion Technologies, Inc. in February 1999 and subsequently to Concord Ventures, Inc. in October 2006.

On December 21, 2000, we filed for protection under Chapter 11 of the United States Bankruptcy Code. In connection with the filing, on February 16, 2001, we sold our entire business, and all of our assets, for the benefit of our creditors. After the sale, we still had liabilities of $8.4 million and were subsequently dismissed by the Court from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of our remaining directors resigned. On March 13, 2001, we had no business or other source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million and had terminated our duty to file reports under securities law. In February 2008, we were re-listed on the OTC Bulletin Board.

In April 2010, we re-domiciled in Delaware under the name CCVG, Inc. (“CCVG”). Effective December 31, 2010, CCVG completed an Agreement and Plan of Merger and Reorganization (the “Reorganization") which provided for the merger of two of our ~~wholly-owned~~wholly owned subsidiaries. As a result of this reorganization our name was ~~changed~~changes to “Golden Dragon Inc.”,” which became the surviving publicly quoted parent holding company.

On May 9, 2014, we entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with ~~CannaPharmaRx,~~CannaPharmaRX, Inc., a Colorado corporation (“Canna Colorado”), and David Cutler, a former President, Chief Executive Officer, Chief Financial Officer and director of our Company. Under the Share Purchase Agreement, Canna Colorado purchased 1,421,120 shares of our common stock from Mr. Cutler and an additional 9,000,000 restricted common shares directly from us.

On May 15, 2014, as amended and effective January 29, 2015, we entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which Canna Colorado became a subsidiary of our Company. In October 2014, we changed our legal name to “CannaPharmaRx, Inc.”

Pursuant to the Merger, all of the shares of our common stock previously owned by Canna Colorado were cancelled. As a result of the aforesaid transactions we became an early-stage pharmaceutical company whose purpose was to advance cannabinoid research and discovery using proprietary formulation and drug delivery technology then under development.

Our executive offices are located at Suite 3600, 888 3^rd Street SW, Calgary, Alberta Canada, T2P 5C5 phone (949) 652-6838. Our website address is www.cannapharmarx.com.

We have not generated any revenues during the past five years. Following is our current Plan of Operation.

We are involved in the cannabis industry in Canada and are reviewing opportunities in other jurisdictions where cannabis has been legalized, including the US. Our principal business activities to date have been to negotiate, acquire and develop various cannabis cultivation projects throughout Canada. As of the date of this Report we do not own or operate any businesses in the US.

Our activities to date have centered around ~~four~~three projects, including (i) the Hanover Project; (ii) the Great Northern Project; (iii) ~~the acquisition of Sunniva Medical, Inc.;~~ and ~~(iv)~~(iii) the acquisition of Ramon Road Production Campus ~~LLC.~~

~~On June 8, 2020, we received a notice of termination of the relevant Purchase Agreement with Sunniva.~~LLC

Following is a description of the projects we are pursuing as of the date of this Report:

Effective November 19, 2018, we entered into a Securities Purchase Agreement with Alternative Medical Solutions, Inc., an Ontario, Canada corporation (“AMS”), its shareholders and Hanover CPMD Acquisition Corp., wherein we acquired all of the issued and outstanding securities of AMS. As part of the material terms of this transaction, we also agreed to acquire all of the outstanding shareholder loans held by the principal shareholder of AMS. The purchase price was CAD$12,700,000, of which CAD$1,012,982 was paid at closing and we assumed debt of approximately CAD$650,000. The principal shareholders of AMS elected to receive 971,765 shares of our Common Stock in lieu of CAD$985,000 in additional cash. We granted the holders of these shares “piggyback” registration rights but we have not yet filed a registration statement to cause us to register these shares with the SEC. The balance of approximately CAD$10,000,000 is to be paid pursuant to the terms of a relevant subordinated non-interest bearing promissory note, secured only by the shares acquired in AMS Principal payments under the Promissory Note, are due quarterly and are computed based upon 50% of AMS' cash flow, defined as EBITDA less all capital expenditures, taxes incurred, non-recurring items and other non-cash items for the relevant fiscal quarter, including the servicing of all senior debt payment obligations of the company. The Promissory Note matures the earlier of two years from the date AMS receives a license to cultivate or December 31, 2021. As of the date of this report, we are not producing any cannabis on this property. We are currently reviewing our proposed activities on this project.

~~Relevant thereto, in~~On January ~~2019 we also entered into a two-year Consulting~~6, 2021, the Company executed an Agreement ~~with Stephen Barber, a founder~~of Purchase and ~~principal shareholder of AMS, to assist us in our ongoing discussions and negotiations with various governmental agencies, including~~Sale through its wholly owned subsidiary, Alternative Medical Solutions Inc. for the City of Hanover and Province of Ontario, whereby we agreed to pay (i) a consulting fee of US$225,000, payable on or before April 30, 2019, along with a monthly fee of CAD$1,500 and (ii) an option to purchase up to 500,000 shares of our common stock at an exercise price of USD$1.00 per share, which option shall expire November 19, 2020. Further, we agreed to repurchase 45,000 sharessale of the ~~stock issued~~lands and premises located at Hanover, Ontario, Canada. The price is $2,000,000 CAD and the closing is expected to ~~him as part~~occur by the end of the ~~AMS acquisition for CAD$33,750 (USD$0.75 per share)~~second quarter ending on ~~or before April~~June 30, ~~2019.~~2021. As ~~of September 30, 2020, per the terms of these agreements we owed the balance of $$237,409 to Mr. Barber, which is past due as~~a result, and in anticipation of the ~~date~~closing, the Company recorded an impairment of ~~this Report. However, we are currently reviewing whether Mr. Barber has performed pursuant~~goodwill and fixed assets relating to the ~~terms~~property of $7,962,694 during the ~~Consulting Agreement. See “Part II, Item 1, Legal Proceedings” below.~~year ended December 31, 2020. This property is security for a $1,000,000 US Note with Koze Investments, LLC by way of a first-ranking charge. At closing the Note will be retired with the proceeds from the sale. Should the transaction not close, the Company will re-evaluate the potential to develop the property as originally planned in light of current market conditions in the industry.

The AMS cultivation facility is a 48,750 square foot cannabis grow facility built on a 6.7-acre parcel of land located in Hanover, Ontario Canada. To date, exterior construction of the building has been completed; however, no interior construction has begun. Upon full completion, the facility will contain up to 20 separate growing rooms which we believe will provide annual production capacity of 9,500 kilos of cannabis (20,900 lbs.). Together with the remaining equipment needed to complete the grow facility we estimate that we will require approximately CAD$20 million in additional financing which we will seek to raise via equity and debt. While no definitive decision has been made, as of the date of this Report we are considering converting the building to a cannabis extraction facility or sell the property.

In early 2019, we retained new members of management who are actively engaged in the Canadian cannabis industry, including former management of GN Ventures, Ltd, Alberta, Canada, f/k/a Great Northern Cannabis, Ltd. (“GN”). Not coincidentally, effective February 25, 2019, we acquired 3,712,500 shares and 2,500,000 Warrants to purchase 2,500,000 shares of Common Stock of GN in exchange for an aggregate of 7,988,963 shares of our Common Stock, from our current CEO, who is a former shareholder of GN. We believe this is the initial step in our efforts to acquire all of the issued and outstanding stock of GN. Based upon various discussions that have taken place we anticipate making additional purchases of stock from other shareholders of GN during 2020 but there are no assurances this will occur.

We cannot state any definitive information concerning Great Northern because it is a privately held Canadian company who is keeping its business activities confidential. We expect that we will obtain additional information on the business activities of GN as we renew discussions to acquire additional interests and can perform our due diligence.

Based on information currently available in the marketplace we believe that GN owns a 60,000 square foot cannabis cultivation and grow facility located on 38 acres in Stevensville, Ontario, Canada. ~~Because we are minority shareholders of GN and GN is a privately held company, we cannot confirm that the information we currently have on their operations is complete or fully reliable.~~ GN estimates annual total production capacity from the Stevensville facility of up to 12,500 kilograms of cannabis. GN advised that the Stevensville facility is complete, and GN’s subsidiary, 9869247 Canada Limited, received a license to cultivate from the Canadian Ministry of Health on July 5, 2019. As a result, in October 2019 GN commenced cultivation activities, with the initial harvest in the first quarter of 2020. Additionally, it is our current understanding that GN intends to increase cannabis production by building additional cannabis cultivation facilities on the excess land presently owned adjacent to the existing Stevensville facility, provided that additional funding can be obtained on commercially reasonable terms. Neither we nor GN have any firm commitment to provide any of the funds necessary for expansion as of the date of this report. We cannot state any definitive information concerning Great Northern because it is a privately held Canadian company who is keeping its business activities confidential. We expect that we will obtain additional information on the business activities of GN as we renew discussions to acquire additional interests and can perform our due diligence.report..

On May 8, 2020, we agreed to acquire an additional 3,671,597 shares of GN common stock in exchange for an aggregate of 5,507,400 shares of our Common Stock. We presently own 7,384,097 shares of GN common stock which we believe, based on information provided by the management of GN, equals approximately 10% of the total issued and outstanding shares of GN common stock. Additionally, we own Warrants to purchase an additional 2,500,000 shares of GN common stock with each Warrant having an exercise price of CAD$1.00 per share. We intend to continue to acquire the common stock of GN in one or multiple additional transactions.

On June 26, 2020, the Company signed a Purchase Agreement with Bristol Capital Investors, LLC to acquire all of their membership interests in Ramon Road Production Campus LLC. This LLC owns the Cathedral City Cannabis Campus, located in Coachella Valley, California, a state-of-the-art cannabis cultivation and production facility consisting of 325,599 square feet situated on nearly 20 acres, designed with long term automation methodologies, efficiency and a focus on sustainability of cannabis production. The sale of this property is being made on an “as is, where is” basis. The purchase price is $10 million. We have no commitment from any financing source to provide this funding as of the date of this Report. In addition, we would require an additional $20 million of financing to complete construction and place the facility into operational status. As of the date of this filing, we continue to negotiate this transaction with the relevant parties.

Effective June 11, 2019, ~~we along with a wholly-owned subsidiary of our~~the Company entered into a Securities Purchase Agreement with Sunniva, Inc, a British Columbia, Canada corporation (“Sunniva”) wherein ~~we have~~the Company agreed to acquire all of the issued and outstanding securities of Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc. (“SMI”) and 1167025 B.C. LTD (“1167025”)~~.SMI~~ for CAD $16.0 million in cash and ~~1167025~~a note in the principal amount of CAD $4.0 million. These companies are the current owners of ~~real estate~~the Sunniva Canada Campus, which includes construction assets for a planned 759,000 square-foot greenhouse located on ~~properties that are subject to late-stage marijuana licensed producer applications~~an approximately 114-acre property in ~~Canada. We entered into various amendments to the Securities Purchase Agreement, however, on~~Okanagan Falls, British Columbia.

On June 8, 2020, wethe Company received a notice of termination of this Purchase Agreement, as amended, from ~~Sunniva, Inc.~~Sunniva. As a result, the Company incurred a charge of $1,881,126 due to the write-off of its ~~exercise~~deposit to Sunniva, banking fees and prepaid expenses associated with the failed acquisition of Sunniva. The Company is in discussions with Sunniva, as well as an investment banker who received deposits from the Company, about recovering all or a portion of its ~~rights to terminate that Purchase Agreement dated June 11, 2019, as amended, wherein we had agreed to purchase Sunniva’s wholly-owned subsidiaries Sunniva Medical Inc.~~deposits, banking fees, and ~~1167025 B.C. LTD.~~prepaid expenses.

On March 29, 2021, the Company received the acceptance our Offer to ~~list~~Purchase certain assets and facilities located in Cremona, Alberta, Canada. The purchase price is $12,550,000 CAD. The Company has paid a $200,000 CAD deposit and closing is expected on April 29, 2021. The 55,200 square foot facility is capable of producing 5,200 kilograms of cannabis biomass per year. The facility previously held Health Canada licenses for cultivation and sales of medical dried flower, as well as extract and edible sales. After closing of the transaction, the Company intends to apply for new Health Canada licenses. Funding for this acquisition is in the due diligence phase.

The Company does not currently sell or market any products and did not have any sales in the three months ended March 31, 2021 or 2020. The Company will commence actively marketing products after the products have been cleared or approved by Health Canada, but there can be no assurance, however, that we will be successful in obtaining Health Canada clearance or approval for our ~~Common Stock~~products.

The Company did not have sales for ~~trading on~~ the ~~OTCQB. We also intend to dual list our Common Stock for trading on~~three months ended March 31, 2021 or 2020 and, accordingly, there were no cost of goods sold.

For the ~~Canadian Securities Exchange (“CSE”) as a condition~~fiscal years ended March 31, 2021 and 2020, the Company had no gross profit or gross margin.

Our operating expenses consist primarily of ~~consummating a transaction with GN. We anticipate filing our initial listing application~~general and administrative expenses, which include salaries, stock-based compensation expense and legal and professional fees associated with the ~~CSE~~costs for services or employees in finance, accounting, sales, administrative activities and the formation and compliance of a public company.

Overall operating expenses in three months ended March 31 2021 was $721,345 compared to $2,570,009 for the three months ended March 31, 2020, a decrease of 1,848,664. The decrease in the ~~near future and, while no assurances can be provided, we anticipate receiving approval for trading~~2021 period is primarily attributable to acquisition expenses of $1,881,126 in the 2020 with zero acquisition expenses during the ~~fourth quarter~~three months ended March 31, 2021.

Other income was $1,919,319 for the three months ended March 31, 2021, compared to other expense of ~~2020.~~$1,644,809, an improvement of $3,564,128. The increase in other income is primarily attributable to a reduction in the derivative liability of $2,630,480 in the 2021 period compared to zero in the prior year, and a reduction in interest expense in in three months ended March 31, 2021 of $290,453 compared to the 2020 period due to a reduction in amortization of note discount.

As a result of the foregoing, the Company had a net profit of 1,197,974, and a net loss of $4,214,818, for the periods ended March 31, 2021, and March 31, 2020, respectively.

As of ~~September 30, 2020,~~March 31, 2021, we had ~~$243,314~~$30,078 in ~~cash.~~cash as compared to $334,969 at December 31, 2020.

In April 2018, we issued 60,000 shares of our Series A Convertible Preferred Stock at a price of $1.00 per share. Each share of Series A Convertible Preferred Stock is convertible into 1,250 shares of common stock and vote on an as-converted basis. The rights and designations of these Preferred Shares include the following:Cash flows from operating activities

The Company used $779,251 in operating activities for the first three months ended March 31, 2021 as compared to $365,680 during the prior year comparable quarter. During the first quarter ended March 31, 2021 the Company had net income of $1,197,974, stock based compensation expense of $96,700, amortization of debt discount of $287,544, loss on the extinguishment of debt of $282,289, change in the fair value of derivatives of $2,630,480, an increase to prepaid assets of $277,582 and an increase to payables and accruals of $243,896. During the prior year quarter ended March 31, 2020 the Company had a net loss of $4,214,818, stock based compensation expense of $206,579, amortization of intangible assets and debt discount of $666,042, change in fair value of derivatives of $925,484, a decrease to prepaid expenses of $1,839,953 and an increase to accounts payable and accruals of $210,696.

~~During 2018 we conducted a private offering of 12% Convertible Debentures where we accepted subscriptions~~Cash flows from investing activities

The Company used $45,804 during the first three months ended March 31, 2021 in investing activities as compared to $1,676 during the aggregate amount of $2,072,000 from 35 accredited investors, as that term is defined in Rule 501 of Regulation D. Each Convertible Debenture is convertible into shares of our Common Stock at the lesser of $0.40 or a 50% of the closing market price on the date a business combination valued at greater than $5,000,000 is completed. We relied upon the exemption from registration provided by Rule 506 of Regulation D to issue the Convertible Debentures. We used the proceeds from this offering forthree month period ended March 31, 2020. This included the purchase of AMS, as well as working capital, including costs associated with the preparation of over three years of reports that had not been filed with the SEC. During the initial calendar quarter of 2019 we entered intooffice equipment and a ~~Qualified Financing with our minority purchase of GN stock and warrants described~~further investment in Note 6, “Investment” to our Notes to our Financial Statements include herein. This offering closed in January 2019. On March 31, 2019, the convertible notes amounting to $2,072,000 along with $130,212 of accrued interest were converted, pursuant to the automatic conversion terms included in the Convertible Debentures, to shares of our Common Stock at a price of $0.40 per share, or a total of 5,505,530 shares.Klonetics.

In the first quarter of 2019 we commenced a private offering of Units to accredited investors only at a price of $1.00 per Unit, each Unit consisting of one share of Series B Convertible Preferred Stock convertible into one share of our Common Stock and one Common Stock Purchase Warrant exercisable to purchase one share of our Common Stock at an exercise price of $2.00. In August 2019 we closed this offering after accepting aggregate subscriptions totaling $475,000. The Units were offered in reliance upon the exemptionCash flows from ~~registration provided by Rule 506 of Regulation D. We use these funds for working capital purposes.~~financing activities

On July 8, 2019, we commenced a private offering of Units at a price of $50,000 per Unit, each Unit consisting of 50,000 shares of our Common Stock and one $50,000 unsecured Convertible Note (a “Convertible Note”), which mature one year from the date of issuance and accrue interest at 5% per annum. These Convertible Notes are convertible into shares of our Common Stock at a conversion price of $1.00 per share. During the year ended December 31, 2019, we issued 31 Units in this Offering for net proceeds of $1,550,000 to six accredited investors. Since our stock price exceeded the conversion feature of the Convertible Notes and was immediately exercisable, we recorded a beneficial conversion feature (“BCF”) and expense of $1,550,000 which was charged to interest expense with an offset to paid-in capital.

The 5,505,530 million shares of Common Stock included in the Units were valued at $5,075,000. The excess above the $1,550,000 face value of the Convertible Notes, or $3,525,000, was charged to interest expense with an offset to paid-in capital. The remaining $1,550,000 was recorded as a Note discount of $1,550,000 to be amortized over the three year period from the date of the Note to the maturity date. We recorded $552,602 in interest expense related to the amortization of note discount during the year ended December 31, 2019.

We estimate that in order to complete development of the cultivation facilities we presently own located in Hanover, Ontario, we would require approximately CAD $20 million However, our ability to arrange such financing has been significantly impaired by the collapse of the cannabis sector in late 2019 in addition to the arrival of the COVD19 Pandemic in 2020. While no decision whether to proceed or not has been made, we will either elect to sell this property, or if it makes economic sense, develop an extraction facility.

As disclosed above, in June 2019 we executed an SPA with Sunniva in consideration for the payment of CAD $20 million. In order to fully develop this property we would need to raise both the purchase price, plus approximately CAD $225 million to complete the development of this property.

On July 3, 2019, we entered into a 12% $1,000,000 Loan Agreement with Koze Investments LLC (“Koze”), payable in full on June 28, 2020. Under the terms of the 12% Note, Koze took a first security interest against our Hanover, Ontario cannabis facility in progress and required us to pay off the existing mortgage of approximately CAD $650,000. Additionally, we agreed to pay a 3% origination fee, prepay six months of interest ($60,000) and to issue to Koze five-year warrants to purchase 1,001,000 shares of our Common Stock at an exercise price $1.00 per share. After paying the origination fees, the prepayment and paying off the original mortgage, we used a portion of the remaining proceeds as payment against the SMI purchase price of CAD $1,000,000. We are currently in discussion with Koze to extend the maturity date of the Note. As of the date of this Report, Koze has not asserted that a default has occurred and we believe we will be successful in extending the maturity date; however there can be no assurance.

In May 2019, a director loaned us the principal amount of $75,000. In October 2019, our Chief Executive Officer extended a loan to us in the principal amount of $250,000. Subsequent partial repayments have reduced the $250,000 loan balance to $220,000 as of September 30, 2020. Both of these loans are non-interest bearing and are due upon demand.

On January 8, 2020, we issued two $100,000 Senior OID Convertible Promissory Notes (“OID Notes) to two accredited investors (“Holders”) and received $190,000 in proceeds. Under the provisions of the OID Notes, each Holder was granted the right at their sole discretion to fund up to another $150,000 each under the same terms. The maturity date for each additional tranche of these OID Notes funded shall be twelve (12) months from the date of funding. One of these debentures, $100,000 with accrued interest, was converted into common shares of the Company, 30,000 Common Shares were issued on July 28, 2020 and 105,000 Common Shares were issued on August 24^th ~~to retire this debenture.~~

These Notes were issued with a one-year maturity date, an 8% interest rate. The OID Notes are convertible into our Common Stock at a price equivalent to the lower of $1.25/share at any time after 180 days, or 75% times the lowest closing price of Common Stock for 20 consecutive trading days prior to conversion. In the event of a change of control, the conversion price is 75% of the closing price. We have the right to redeem these Notes at any time prior to maturity at 110% multiplied by the principal plus accrued interest plus outstanding accrued interest plus default interest if any. These OID Notes, which also include anti-dilution features, are senior obligations with priority over future debt, excluding mortgage debt.

On February 27, 2020, we issued another OID Note for $160,000 to a third accredited investor under comparable terms and received proceeds of $152,000. This Note is convertible into shares of our Common Stock at a price equivalent to: the lower of $1.25/share for the first 180 days from issuance, seventy-five percent (75%) of the lowest closing price of our Common Stock during the twenty (20) trading days immediately preceding Conversion Date. At issuance, we delivered a stock certificate representing half the purchase price in a restricted form (the “Returnable Shares”) in the name of the investor (153,940 shares based on the low closing price of $0.812). The Returnable Shares will only be returned to our treasury if the Note is prepaid in full within the initial 180 days after issuance. This note was repaid in full with interest on September 3, 2020 and 153,940 shares were returned.

On March 25, 2020, we issued an OID Note for $78,000 to an accredited investor and received proceeds of $75,000. The Note was issued with a one-year maturity date and a 10% interest rate. The OID Note is convertible into shares of our Common Stock at a price equal to 61% multiplied by the Market Price/share (the lowest closing price of our Common Stock form 20 consecutive trading days prior to conversion) at any time after 180 days. The borrower has the right to prepayment up to 180 days at a premium of between 115% and 135%.

On April 21, 2020, we received a loan from the Government of Canada under the Canada Emergency Business Account program (CEBA). This loan was in the amount of $40,000 CAD (USD $29,352 ). These funds are interest-free until December 31, 2022, at which time the remaining balance will convert to a 3-year term loan at an interest rate of 5% per annum. If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of 25% or $10,000 CAD.

On May 11, 2020, we issued another OID note for $53,000 from an accredited investor (March 25, 2020 above) and received $50,000 in proceeds. This note has a maturity date of May 11, 2021, an interest rate of 10% and conversion at any time after 180 days at 61% multiplied by the lowest market price during the preceding 20 trading days.

On June 4, 2020, we issued another OID note for $43,000 from an accredited investor (March 25, 2020 above) and received $40,000 in proceeds. This note has a maturity date of June 4, 2021, an interest rate of 10% and conversion at any time after 180 days at 61% multiplied by the lowest market price during the preceding 20 day trading period.

On May 22, 2020, we paid a fee of CAD $30,000 to InSpire Capital relating to a Letter of Interest to provide financing for the purchase of the Sunniva property. As the SPA to acquire Sunniva was terminated on June 8, 2020 as discussed above, we did not proceed with this financing.

On May 25, 2020, we received $26,000 in proceeds in aggregate from non-interest bearing promissory notes from three officers of the Company on an interest-free basis. These notes are payable on demand, with no fixed payment terms.

On June 26, 2020, the Company engaged Teneo Securities to raise capital to finance current acquisition targets with a closing date on any such financing on September 15, 2020. The Company has paid a retainer of $25,000, with an additional $25,000 fee per month going forward to act as the Company’s financial advisor.

Between July 8, 2020 and October 22, 2020, a series of convertible debentures totaling $1,550,000 reached their maturity dates. These notes remain outstanding and we continue to accrue the required interest on the principal balance. As of the date of this Report, the noteholders have not asserted that a default has occurred and, while there can be no assurance, we believe we will be successful in extending the maturity dates of these notes.

On August 17, 2020, we issued a $157,500 8% convertible debenture to an accredited investor for proceeds of $150,000. This note matures on August 17, 2021 and converts at 55% of lowest trading price 20 days prior to conversion.

~~On August 25, 2020, we issued 25,000 common shares on conversion of warrants at $0.40 per common share for proceeds of $10,000.~~

On September 1, 2020, we issued a $220,000 10% convertible debenture to an accredited investor for proceeds of $200,000. This note matures June 1, 2021 with 5 equal principal/interest repayments of $48,400 between February 1 and June 1, 2021. Conversion is at $0.75 per share.

On September 3, 2020, we issued a $43,500 10% convertible debenture to an accredited investor for proceeds of $40,000. This note matures September 3, 2021 and converts at any time after 180 days. Conversion price is the variable conversion price of 61% multiplied by the lowest market price during the 20 day trading period prior to conversion.

On September 25, 2020, we issued a $250,000 10% convertible debenture to an accredited investor for proceeds of $235,000. This note matures June 25, 2021 and converts at any time after 180 days. Conversion price is 60% multiplied by the lowest trading price during the preceding 20 day trading period.

During the three months ended ~~September 30, 2020, we recorded $52,767 in interest expense~~March 31, 2021, $496,723 was provided from financing activities, including $292,060 from convertible loans and notes payable, $244,104 from the sale of Common Stock, offset by $39,441 from the sale of Preferred Stock. During the prior year quarter the Company received $438,000 from the sale of Preferred Stock, offset by $95,000 repayment of related party loans.

In general, based on ~~these Notes~~historical losses, the Company will be required to continue raising operating capital through debt and ~~amortized $306,183 of note discount which was charged to interest expense.~~equity.

Currently, we have no committed source for any funds to allow us to complete any of our proposed acquisitions or projects. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan. Our inability to obtain funding for our projects will have a negative impact on our anticipated results of operations.

On October 21, 2020, we executed a Common Stock Purchase Agreement with Granite Global Value Investments Ltd. (“Granite”) whereby Granite would agree to purchase $4,000,000 of our Common Stock at a price equal to 80% of the lowest trading price of the prior ten trading days. Granite would purchase shares of our Common Stock in tranches of between $25,000 and $250,000. In order to consummate this financing, we will be required to file, and have declared effective, a Registration Statement on Form S-1 with the Securities and Exchange Commission.

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three-month period ended ~~September 30, 2020.~~March 31, 2021.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September 30, 2020~~March 31, 2021 at the reasonable assurance level. We believe that our financial statements presented in this Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting - There were no changes in our internal control over financial reporting during the period ended ~~September 30, 2020,~~March 31, 2021, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As part of our acquisition of AMS, we assumed an action filed against AMS by Ataraxia Canada, Inc., alleging breach of contract, specifically, breach of a nonbinding term sheet providing for Ataraxia to acquire controlling interest in AMS and they are seeking $15 million in damages. A Statement of Claim was prepared by Ataraxia Canada, Inc., as plaintiff, and circulated to Alternative Medical Solutions Inc., as defendant, on August 2, 2018, under the Ontario Superior Court of Justice (Court file no. CV-17-580157). The parties have engaged in discussions with respect to a potential settlement of this matter. Counsel has advised that it believes it is premature to speculate on any outcome of this litigation, including the likelihood of a settlement or any potential liability at this time.

Our agreement to acquire AMS contained a provision requiring us to diligently defend against the claims brought forth in, and assume full and complete control of, the Ataraxia litigation, provided that we shall not enter into any compromise or settlement in respect of the Ataraxia litigation without the prior written consent of the sellers, which consent is not to be unreasonably withheld, conditioned or delayed. The sellers are obligated to cooperate fully and make available to us all pertinent information and witnesses under their control, make such assignments and take such other steps as in the opinion of our counsel are reasonably necessary to enable us to defend against the claims brought forth in the Ataraxia litigation.

We are currently reviewing ~~a situation~~two separate situations with our legal counsel in order to ascertain whether we have claims against Steven Barber arising out of his default of the Consulting Agreement we entered into as part of the AMS acquisition more fully described ~~in “Part~~in” Part I, Item 1,” Business, ~~above.~~above and various claims against Gary Herick, a former officer and director. In January 2020, we received correspondence from counsel for Mr. Barber demanding payment on amounts purported to be due pursuant to his Consulting Agreement with us. We are currently reviewing whether Mr. Barber has performed pursuant to the terms of the Consulting Agreement.

No decision on whether to proceed ~~against Mr. Barber~~on either of these situations has been reached as of the date of this Report.

On July 9, 2020, we filed a lawsuit in the United States District Court for the District of Colorado (1:20-cv-01999-RM-GPG) against Gary Herick, Arrowhead Consulting, LLC, Whitemoon Energy LLC., Jamie Huttrer a/k/a Jamie Huttrer-Herick, and ZeroRMW, LLC (collectively, the “Herick Parties”). The lawsuit alleges, among other things, the Herick Parties engaged in various legal violations including breach of fiduciary duty, common law fraud, conversion, usurpation of corporate opportunities, securities violations pursuant to Section 10b-5 of the Securities Exchange Act of 1934, and civil conspiracy. Mr. Herick was a former officer and director of the Company. On September 8, the Herick Parties filed a Motion to Dismiss the Sixth Claim for Relief (§ 10b-5 Federal Securities Law). On September 28, 2020, we filed a First Amended Complaint. On October 10, 2020, the Herick Parties filed a Motion to Dismiss the Fourth and Fifth Claims for Relief. On October 30, 2020, the Parties filed a Stipulated Motion for an Extension of Time, through and including November 16, 2020, for us to respond to the Herick Parties’ Motion to Dismiss the Fourth and Fifth Claims for Relief.

On July 9, 2020, we made a demand of Gary Herick, Arrowhead Consulting, LLC, Whitemoon Energy LLC., Jamie Huttrer a/k/a Jamie Huttrer-Herick, and ZeroRMW, LLC (collectively, the “Herick Parties”) for a return of with seeking the return of profits made between the period of August 2018, to January 2019. During this period, Gary Herick was the Chief Financial Officer and Director of the Issuer. Gary Herick was also the owner of approximately twenty-six percent (26%) of the Issuer’s common stock. Pursuant to the Securities Exchange Act of 1934, §16(b), 15 U.S.C.S. § 78p(b), an issuer may recover any profits realized by a beneficial owner from the sale of the issuer's equity securities within a six (6) month period. All unlawful profits must be returned to the Issuer on or before Tuesday, September 8, 2020. If Herick does not return such profits by that date, the Company will file a lawsuit to recover such profits.

WeOn February 17, 2021, a Settlement Agreement and Release together with a Lock Up Agreement were signed by all parties to the ~~Herick Parties are currently~~lawsuit. As a result, the litigation has been discontinued.

On April 15, 2021, Bristol Capital Investors, LLC (BCI) filed a lawsuit in ~~active settlement negotiations~~the Superior Court of the State of California, County of Los Angeles against Cannapharmarx Inc. and Does 1 – 50, inclusive (Case No. 21^st CV1 3696). The lawsuit alleges that Cannapharmarx Inc. (CPMD) breached the Amended and Restated Limited Liability Company Membership Purchase Agreement it had entered into with Bristol Capital Investors, LLC (BCI) to purchase BCI’s interest in Ramon Road Production Campus, LLC (RRPC), a single asset entity which ~~we believe are likely~~owned an improved property, known as the Glass House, located in Cathedral City, California. BCI alleges causes of action for Fraud, Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing, and Negligent Misrepresentation, and seeks compensatory and consequential damages in the amount of $10.5 millions dollars plus attorneys’ fees and costs. CPMD intends to ~~result in a written settlement agreement and dismissal of all claims. The Parties currently anticipate completion of such settlement agreement on or before November 16, 2020.~~ vigorously defend against BCI’s lawsuit, going forward.

We are not a party to any other legal proceeding or aware of any other threatened action as of the date of this Report.

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

~~On May 8, 2020, we issued 5,507,400 shares~~We did not issue any of our ~~Common Stock to multiple shareholders of GN in exchange for 3,671,597 shares of GN common stock.~~

~~On May 20, 2020, and June 30, 2020 we issued 200,000 and 100,000 shares, respectively, to an investor relations firm.~~

~~On July 28, 2020, and August 26, 2020 we issued 100,000 and 100,000 shares, respectively, to an investor relations firm.~~

~~On August 25, 2020, we issued 25,000 shares on conversion of 25,000 common share purchase warrants at $0.40 per common share for total proceeds of $10,000.~~

~~On July 28, 2020 and August 24, 2020, we issued 30,000 and 105,000 on~~equity securities during the ~~conversion of a convertible debenture into common shares.~~three months ended March 31, 2021, or subsequent thereto.

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~November 12, 2020.~~May 17, 2021.

Delaware		27-4635140
(State of other jurisdiction of incorporation)		(IRS Employer ID No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~None~~Common Stock	~~N/A~~CPMD	~~N/A~~OTC Pink Sheets

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ	Smaller reporting company	þ
Emerging growth company	þ

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Unaudited Consolidated Balance Sheets as of ~~September 30, 2020,~~March 31, 2021 and December 31, ~~2019~~2020	1

	Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2021 and ~~Nine months ended September 30,~~ 2020 ~~and 2019~~	2

	Unaudited Consolidated Statement of Cash Flows for the Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	3

	Unaudited Consolidated Statements of Stockholders Equity (Deficit) ~~for the Three and Nine months ended September 30, 2020, and 2019~~	4

	Notes to Unaudited Consolidated Financial Statements	86

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation	2724

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3530

Item 4.	Controls and Procedures	3530

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3631

Item 1A.	Risk Factors	3732

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3732

Item 3.	Defaults Upon Senior Securities	3732

Item 4.	Mine Safety Disclosures	3732

Item 5.	Other Information	3732

Item 6.	Exhibits	3732

	Signatures	3833

	Nine months ended
	September 30,			September 30,
	2020			2019
Cash Flows From Operating Activities:
Net income (loss)	$	(8,340,088	)	$	(11,137,286	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Stock-based compensation expense		617,758			521,704
Amortization of intangible assets		98,304			96,009
Advertising expense paid with common stock		554,000			–
Acquisition consideration paid in common stock		–			5,800,000
Common stock issued in connection with financing
Change in the fair value of derivatives		1,748,237			–
Depreciation		1,146			–
Amortization of debt discount		1,704,907			3,068,510
Changes in operating assets and liabilities
(Increase)/decrease in prepaid expenses and deposit		1,824,558			(1,147,796	)
HST Receivable		26,954			–
Accrued interest		74,623			(58,052	)
Mortgages payable		–			(476,450	)
Accounts payable/loan payable related party		198,780			95,382
Loan payable related party		(15,158	)		75,000
Accrued expense related party		442,951			294,591
Accounts payable and accrued expense		230,706			46,994
Net cash provided by (used for) operating activities		(832,322	)		(2,821,394	)

Cash Flows From Investing Activities:
Purchase of fixed assets		–			(2,766	)
Changes in intangible assets		95,681			–
Capitalized mortgage interest and changes in construction in progress		–			(36,673	)
Net cash provided by (used for) investing activities		95,681			(39,439	)

Cash Flows From Financing Activities:
Proceeds from the sale of preferred stock		–			475,000
Proceeds from convertible loans, net of repayments		945,000			1,200,000
Proceeds from loans, net of repayment		(3,566	)		1,000,000
Purchase of treasury shares		–			(98,955	)
Proceeds (repayment of related party loans), net		(15,158	)		75,000
Net cash provided by (used for) financing activities		926,276			2,651,045

Effect of exchange rates on cash and cash equivalents		52,132			(61,827	)
Net Increase (Decrease) In Cash		189,635			(209,788	)
Cash At The Beginning Of The Period		1,547			464,118
Cash At The End Of The Period		243,314			192,503

Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,744		$	66,016
Cash paid for income taxes	$	–		$	–
					��
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for advertising expense	$	554,000		$	–
Common stock issued related to investment in Great Northern Cannabis	$	2,478,422		$	11,264,438
Common stock issued to convert convertible notes and accrued interest into equity	$	306,750		$	2,202,213

	Three Months Ended March 31, 2021			Three Monts Ended March 31, 2020
Cash Flows From Operating Activities:
Net income (loss)	$	1,197,974		$	(4,214,818	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Stock-based compensation expense		96,700			206,579
Amortization of intangible assets		–			31,664
Amortization of debt discount		287,544			634,378
Loss on the extinguishment of debt		282,289			–
Change in the fair value of derivatives		(2,630,480	)		925,484
Depreciation		408			385
Changes in operating assets and liabilities
(Increase)/decrease in prepaid expenses		(277,582	)		1,839,953
HST Receivable		(922	)		7,030
Accrued interest		54,945			24,220
Notes payable		–			(31,549	)
Accounts payable/loan payable related party		(84,477	)		–
Accrued expense related party		(9,141	)		142,951
Accounts payable and accrued expense		283,491			68,044
Net cash provided by (used for) operating activities		(799,251	)		(365,680	)

Cash Flows From Investing Activities:
Purchase of fixed assets		(6,314	)		–
Purchase of private company equity		(39,490	)		–
Changes in intangible assets		–			(1,676	)
Net cash provided by (used for) investing activities		(45,804	)		(1,676	)

Cash Flows From Financing Activities:
Proceeds from the sale of preferred stock		(39,441	)		438,000
Proceeds from convertible loans, net of repayments		53,500			–
Proceeds from notes payable, net of repayment		238,560			–
Proceeds from the sale of common stock in private placement		244,104			–
Proceeds (repayment of related party loans), net					(95,000	)
Net cash provided by (used for) financing activities		496,723			343,000

Effect of exchange rates on cash and cash equivalents		43,441			106,006
Net Increase (Decrease) In Cash		(348,332	)		(24,356	)
Cash At The Beginning Of The Period		334,969			1,547
Cash At The End Of The Period	$	30,078			83,197

Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

Supplemental disclosure of non-cash investing and financing activities:
Common stock issued to convert convertible notes and accrued interest into equity	$	508,919		$	130,849

	Preferred Stock Series A				Preferred Stock Series B				Common Stock
	Shares		Value		Shares		Value		Shares		Value
Balances at December 31, 2018		60,000	$	60,000		–	$	–		18,942,506	$	1,894

Net loss

Issuance of Series B Preferred Stock						178,000		178,000

Conversion of convertible notes and accrued interest to common shares										5,505,530		551

Issuance of shares to purchase non-controlling interest in GN										7,988,963		799

Stock based compensation related to warrant issuance

Repurchase of shares from investor

Balance at March 31, 2019		60,000	$	60,000		178,000	$	178,000		32,436,999	$	3,244

Net loss

Issuance of Series B Preferred Stock						110,000		110,000

Stock-based compensation related to warrant issuances

Change in foreign currency translation

Balance at June 30, 2019		60,000	$	60,000		288,000	$	288,000		32,436,999	$	3,244

Net loss

Change in foreign currency translation

Issuance of Series B Preferred Stock						187,000		187,000

Issuance of common stock in connection with the issuance of convertible debt										1,200,000		120

Issuance of common stock for acquisition fees										2,500,000		250

Stock based compensation related to warrant issuances

Balance at September 30, 2019		60,000	$	60,000		475,000	$	475,000		36,136,999	$	3,614

	Treasury Stock					Paid in			Retained earnings			Other comprehensive			Equity/
	Shares		Value			Capital			(Deficit)			income (loss)			Deficit
Balances at December 31, 2018		–	$	–		$	36,642,275		$	(36,990,469	)	$	–		$	(286,299	)

Net loss										(1,068,669	)		(73,552	)		(1,142,221	)

Issuance of Series B Preferred Stock																178,000

Conversion of convertible notes and accrued interest to common shares							2,201,662									2,202,213

Issuance of shares to purchase non-controlling interest in GN							11,263,639									11,264,438

Stock based compensation related to warrant issuance							161,133									161,133

Repurchase of shares from investor		133,200		(13	)		(98,942	)								(98,955	)

Balance at March 31, 2019		133,200	$	(13	)	$	50,169,767		$	(38,059,138	)	$	(73,552	)	$	12,278,509

Net loss										(748,079	)					(748,079	)

Issuance of Series B Preferred Stock																110,000

Stock-based compensation related to warrant issuances							161,335									161,335

Change in foreign currency translation													(70,644	)		(70,644	)

Balance at June 30, 2019		133,200	$	(13	)	$	50,331,103		$	(38,807,217	)	$	(144,196	)	$	11,731,121

Net loss										(9,320,537	)					(9,320,537	)

Change in foreign currency translation													217,349		$	217,349

Issuance of Series B Preferred Stock																187,000

Issuance of common stock in connection with the issuance of convertible debt							3,797,880									3,798,000

Issuance of common stock for acquisition fees							5,799,750									5,800,000

Stock based compensation related to warrant issuances							199,035									199,035

Balance at September 30, 2019	$	133,200	$	(13	)	$	60,127,768		$	(48,127,754	)	$	73,153		$	12,611,968

	Level 1:		Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

	Level 2:		Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments.

	Level 3:		Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts.

		Level 1				Level 2				Level 3				Total
Derivative financial instruments		$	–			$	–			$	1,748,237			$	1,748,237

	September 30, 2020		December 31, 2019
Accounts payable and accrued payroll-related party(a)	$	644,024	$	582,096
Accrued expense - related party (b)		1,049,307		606,356
Total accounts payable and accrued liabilities	$	1,693,331	$	1,188,452

	March 31, 2021		December 31, 2020

Accounts payable and accrued payroll, related party(a)	$	518,912	$	655,171
Accrued expense - related party(b)		804,126		756,738
Total accounts payable and accrued liabilities	$	1,323,038	$	1,411,909

	(a)	Accounts payable and accrued payroll-related parties as of ~~September 30, 2020,~~March 31, 2021, is comprised of the following:

		Interest-free loans of ~~$295,000~~$123,135 from the Company’s CEO and a director, respectively, amounting and $19,758 due to former directors ~~and officers and~~to a total of $142,893, accrued salaries for officers and employees ~~of $349,024.~~and other payables amounting to $376,019.


	(b)	Accrued expense related parties of ~~$1,049,307~~$804,126 is comprised of ~~accrued~~ bonuses and fees due to current and former directors and officers of the Company. As of ~~September 30,~~March 31, 2021, and December 31, 2020, there was $150,000 ~~included with the $899,307 amount~~ due to claims received from two former directors, which was purported to be accrued salaries arising out of services provided in 2015 and 2016. Management is in the process of reviewing these claims.

	March 31, 2021			December 31, 2020

Principal value of convertible notes	$	1,493,050		$	1,662,000
Note discount		(439,917	)		(664,442	)
Total convertible notes, net current	$	1,053,133		$	997,558

	September 30, 2020
Exercise Price		0.30–0.41
Stock Price	$	0.60
Risk-free interest rate		.19%
Expected volatility		352.70%
Expected life (in years)		1.00
Expected dividend yield		0%
Fair Value:	$	1,748,237

	March 31, 2021
Exercise Price	$	0.132 – 0.18
Stock Price	$	0.25
Risk-free interest rate		.06%
Expected volatility		121.90%
Expected life (in years)		1.00
Expected dividend yield		0%
Fair Value:	$	1,046,169

	September 30, 2020			December 31, 2019
Principal value of Promissory Notes	$	8,556,920		$	8,789,794
Loan discounts		(297,068	)		(488,117	)
Less: current portion		(1,059,921	)		(2,800,559	)
Promissory Notes, long term net of discount	$	7,199,931		$	5,501,118

	March 31, 2021			December 31, 2020
Principal value of Promissory Note	$	9,327,678		$	8,977,721
Loan discounts		(189,059	)		(248,972	)
Promissory Note, long term net of discount	$	9,138,619		$	8,728,749

	·	A refundable payment of CAD $200,000
	·	An accountable reimbursement of GN expenses and fees related to the AMS acquisition not to exceed CAD $300,000
	·	In the event that we didn’t enter into a management agreement with GN post-closing, we agreed to issue GN, 2,500,000 shares of our Common Stock trading under symbol “CPMD”

Expected dividend yield (1)	0.00%
Risk-free interest rate range (2)	1.75 - 2.91%
Volatility range (3)	1.23% - 442.92%
Expected life (in years)	2.00 - 5.00

	(1)	The Company has no history or expectation of paying cash dividends on its Common Stock.
	(2)	The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.
	(3)	The volatility of the Company’s Common Stock is based on trading activity for the previous three year period ended at each stock purchase warrant contract date.

	·	~~entitles the holder thereof to 1,250 votes on all matters submitted to a vote of the shareholders;~~
	·	The holders of outstanding Series A Convertible Preferred Stock shall only be entitled to receive dividends upon declaration by the Board of Directors of a dividend payable on our Common Stock whereupon the holders of the Series A Convertible Preferred Stock shall receive a dividend on the number of shares of Common Stock in to which each share of Series A Convertible Preferred Stock is convertible;
	·	~~Each Series A Preferred Share is convertible into 1,250 shares of Common Stock; and~~
	·	~~not redeemable.~~

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instances 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

	CannapharmaRx, Inc.


~~Dated: November 12, 2020~~	By:	/s/ Dominic Colvin
		Dominic Colvin,
		Principal Executive Officer

			��
~~Dated: November 12, 2020~~	By:	/s/ John Cassels
		John Cassels, Principal Financial Officer and
		Principal Accounting Officer