XYZ Hemp, Inc. Disclosure Statement. For the Six Months Ended June 30, 2018

Transcription

1 XYZ Hemp, Inc. Disclosure Statement For the Six Months Ended

2 XYZ Hemp, Inc. Disclosure Statement GENERAL COMPANY INFORMATION ITEM 1 NAME OF ISSUER AND PREDECESSOR XYZ Hemp, Inc. as of July 25, 2018 Formerly Gold River Production Services, Inc. (dba Gold River Productions, Inc.) JURISDICTION AND DATE OF ISSUER S INCORPORATION Colorado Originally incorporated in Delaware on September 18, 2006 ITEM 2 ADDRESS OF ISSUER S PRINCIPAL EXECUTIVE OFFICES 1001 Grand Avenue, Suite 207 Glenwood Springs, Colorado SECURITY INFORMATION ITEM 3 - TITLE AND CLASS OF SECURITIES OUTSTANDING Common Stock The Company is authorized to issue 1,000,000,000 shares of $ par value common stock. The Company s common stock is traded through OTC Markets Electronic Quotation Service under the symbol GRPS (Cusip ). As of, there were 941,909,396 shares of the Company s common stock outstanding. Preferred Stock The Company is authorized to issue 20,000,000 shares of $ par value preferred stock. As of, there were 7,782,000 shares of the Company s preferred stock outstanding.

3 DESCRIPTION OF SECURITIES Common Stock (Par Value $ per share) a. Dividends Through, the Company has not declared or paid any dividends. b. Voting Rights one vote per share of common stock c. Preemption Rights None d. Material Rights None e. Provisions in Charter or By-Laws that would delay, defer or prevent a Change in control of the issuer None. Series A Preferred Stock (Par Value $ per share) (1) Dividends. Any dividends (other than dividends on Common Stock payable solely in Common Stock) set aside or paid in any fiscal year shall be set aside or paid among the holders of the Preferred Stock and Common Stock then outstanding in proportion to the greatest whole number of shares of Common Stock which would be held by each such holder if all shares of Preferred Stock were converted at the then-effective Conversion Rate.. (2) Voting Rights. The Series A Preferred Stock shall have superiority in voting rights equal to 100 common votes per share, and furthermore that the majority shareholder(s) of the Series A Preferred shares shall have the right to elect the majority of the Directors to the Board of the Corporation and to amend the Certificate of Incorporation of the Corporation as necessary to ensure the furtherance of the Company. No other Series A Preferred Stock shall be deemed or designated to be superior in class to the Series A Preferred. The holders of shares of the Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. Holders of Preferred Stock shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted), shall be disregarded. (3) Liquidation Rights. In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock shall have priority over the corporation's assets available for distribution in the event of any liquidation or dissolution of the corporation. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the corporation. (4) Conversion Rights. Each share of the Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such shares at the office of the corporation or any transfer agent for such Series A Preferred Stock. Each share of Series A Preferred Stock shall be

4 convertible into one hundred (100) shares of Common Stock ( Conversion Rate ). NUMBER OF SHARES OR TOTAL AMOUNT OF SECURITIES OUTSTANDING FOR EACH CLASS OF SECURITIES AUTHORIZED Common Stock Shares authorized 1,000,000,000 1,000,000,000 1,000,000,000 Shares outstanding 942,009, ,009, ,009,396 Preferred Stock Shares authorized 20,000,000 20,000,000 20,000,000 Shares outstanding 7,782,000 7,782,000 7,782,000 NAME AND ADDRESS OF TRANSFER AGENT Mountain Share Transfer, LLC 2030 Powers Ferry Road SE Atlanta, GA Registered under the Exchange Act There are no restrictions on the transfer of security. There are no trading suspension orders issued by the SEC in the past 12 months. There have been no stock splits, stock dividends, merger, acquisition, spin-off or reorganization within the previous 12 months or currently anticipated. ITEM 4 ISSUANCE HISTORY There have been no changes in the total shares outstanding within the previous two years. ITEM 5 FINANCIAL INFORMATION FOR THE ISSUER S MOST RECENT FISCAL PERIOD SEE EXHIBIT A ATTACHED

5 ITEM 6 ISSUER S BUSINESS, PRODUCTS AND SERVICES Business Development The Company s focus is on developing businesses and products for the hemp and CBD industries, including in particular the ownership of hemp farming operations as well as the processing. We are currently listed with the National Quotation Bureau under the trading symbol GRPS. The Company is on a calendar year-end basis. The Company is not party to any material legal proceedings or administrative actions. Business of Issuer The Company s focus is on developing businesses and products for the hemp and CBD industries including specialty beverages. The Company s SIC Code is The Company is not now a shell company. The Company has two employees. NATURE OF PRODUCTS OR SERVICES OFFERED Principal Products The Company s principal products are being developed, including CBD Pancake/Waffle Syrup, CBD Infused Cookie, CBDTV, CBD Water and CBD Tobacco Free. Distribution and Marketing The Company is developing its distribution and marketing plans. New Products CBD Pancake/Waffle Syrup, CBD Infused Cookie, CBDTV, CBD Water, CBD Tobacco Free Competitive Business Conditions None identified at this time. Sources and Availability of Raw Materials None identified at this time. Major Customers None identified at this time.

6 Patents and Trademarks Government Regulations None identified at this time. MANAGEMENT S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company s focus is on developing businesses and products, with particular emphasis on the hemp and CBD industries and products that are particularly well suited to this sector. Its focus also includes the development of medical products in the distribution of those products for the treatment of specific, identified medical maladies. Issues and Uncertainties None material at this time. Off-Balance Sheet Transactions The Company does not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements. ITEM 7 NATURE AND EXTENT OF ISSUER S FACILITES The Company s current business operations do not require the maintenance of an administrative office or the incurrence of month-to-month rent. ITEM 8 NAME OF CHIEF EXECUTIVE OFFICER, MEMBERS OF THE BOARD OF DIRECTORS AND CONTROL PERSONS Richard Goulding, MD Director, Chief Medical Officer, Stuart Miller, MD Director,Vice President, Treasurer, Secretary There is currently no family relationship between any Director or Executive Officer of the Company.

7 Listed below are the names of all Directors and Executive Officers of the Company, all positions and offices with the Company held by such person, the period during which he has served as such, and the principal occupations and employment of such persons during the last five years: Richard Goulding, Director, Chief Medical Officer, Richard Goulding, M.D. is a Director and Chief Medical Officer. He is a Boardcertified surgeon who, as CEO of POTN, presided over their twelve-fold escalation of stock price. He offers his years of expertise to the project. Dr. Goulding is currently engaged in CBD products testing and effectiveness for proprietary POTN products and oversees physicians actively engaged in the process. Compensation from Issuer: YTD 6/30/18 YE 12/31/17 YE 12/31/16 Salary $ -0- $ -0- $ -0- Restricted Stock Awards Stuart Miller, Director, Vice President, Treasurer, Secretary Stuart Miller, M.D. specializes in stroke rehabilitation, spinal cord injury rehabilitation, Pain Management, orthopedic rehabilitation, oncology rehabilitation and post traumatic injury rehabilitation as well as electrodiagnostic medicine and nerve conduction velocity studies. Dr. Miller is a member of the AMERICAN ASSOCIATION OF NEUROMUSCULAR & ELECTRODIAGNOSTIC MEDICINE, AMERICAN ACADEMY OF PHYSICAL MEDICINE AND REHABILITATION, AMERICAN BOARD OF PHYSICAL MEDICINE AND REHABILITATION and the AMERICAN ACADEMY OF PAIN MANAGEMENT. Compensation from Issuer: YTD 6/30/18 YE 12/31/17 YE 12/31/16 Salary $ -0- $ -0- $ -0- Restricted Stock Awards John Ohlin served as CEO and President until his resignation on effective as of July 26, 2018.

8 Legal/Disciplinary History Within in the last five years, none of the foregoing persons has been convicted in a criminal proceeding or has been named as a defendant in a criminal proceeding; been subject to an order, judgment or decree by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities or banking activities; been subject to a finding or judgment by a court of competent jurisdiction, the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator, of a violation of federal or state securities or commodities law; or been subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person s involvement in any type of business or securities activities. Family Relationships There are no family relationships among or between the issuer s directors, officers or beneficial owners of more than five percent of any class of the issuer s equity securities. Related Party Transactions There are no transactions within the last three fiscal years involving the issuer in which (i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer s total assets at year-end for its last three fiscal years and (ii) any related person had or will have a direct or indirect material interest. Conflicts of Interest There were no conflicts of interest with any executive officer or director with competing professional or personal interests. BENEFICIAL OWNERS None No. of Shares Beneficially Owned None

9 ITEM 9 THIRD PARTY PROVIDERS Counsel John E. Dolkart, Jr., Esq Kettner Blvd, Suite 416 San Diego, CA Tel: (702) Fax: (619) john@dolkartlaw.com Investor Relations None ITEM 10 ISSUER S CERTIFICATIONS 1. I, Richard Goulding, have reviewed this Disclosure Statement dated June 30, 2018 of YZ Hemp, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the disclosure statements; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: September 5, 2018 /s/ Richard Goulding Richard Goulding, Chairman

10 GOLD RIVER PRODUCTIONS, INC. For the Six Months Ended

11 C O N T E N T S Page BALANCE SHEET... 3 STATEMENTS OF OPERATIONS... 4 STATEMENTS OF STOCKHOLDERS EQUITY... 5 STATEMENT OF CASH FLOWS... 6 NOTES TO FINANCIAL STATEMENTS... 7

12 GOLD RIVER PRODUCTIONS, INC. BALANCE SHEET ASSETS Six Months Ended Unaudited CURRENT ASSETS Cash and cash equivalents $ 231 Deferred income taxes 434,500 TOTAL CURRENT ASSETS 434,731 OTHER ASSETS Stockholder notes receivable 25,312 LIABILITIES AND STOCKHOLDERS' EQUITY TOTAL ASSETS $ 460,043 CURRENT LIABILITIES Accrued expenses $ 4,109 Income taxes payable 300 TOTAL CURRENT LIABILITIES $ 4,409 STOCKHOLDERS' EQUITY Common stock, $ par value, 1,000,000,000 shares authorized, 941,909,396 shares issued and outstanding 112,502 Preferred stock, $.001 par value, 20,000,000 shares authorized, 7,782,000 shares issued and outstanding 7,782 Capital in excess of par value - common stock 592,642 Capital in excess of par value - preferred stock 46,568 Retained deficit (303,860) TOTAL STOCKHOLDERS EQUITY 455,634 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 460,043 These financial statements have not been subject to audit, review or compilation engagement and no assurance is provided on them. 3

13 GOLD RIVER PRODUCTIONS, INC. STATEMENTS OF OPERATIONS For The Six Months Ended Six Months Ended INCOME Unaudited Revenues earned $ - Cost of revenues earned - GROSS PROFIT - EXPENSES General and administrative 16 Depreciation & amortization and amortization - 16 OPERATING LOSS (16) OTHER INCOME (EXPENSE) Other income - - Loss before income taxes (16) Income tax expense - NET LOSS $ (16) These financial statements have not been subject to audit, review or compilation engagement and no assurance is provided on them. 4

14 GOLD RIVER PRODUCTIONS, INC. STATEMENTS OF STOCKHOLDERS EQUITY For the Six Months Ended Capital in Capital in Excess of Excess of Total Common Stock Preferred Stock Par Value Par Value Retained Stockholders' Shares Amount Shares Amount Common Preferred Earnings Equity Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Balance January 1, ,909,396 $ 112,502 7,782,000 $ 7,782 $ 592,642 $ 46,568 $ (303,844) $ 455,650 Net income (16) (16) Balance 941,909,396 $ 112,502 7,782,000 $ 7,782 $ 592,642 $ 46,568 $ (303,860) $ 455,634 These financial statements have not been subject to audit, review or compilation engagement and no assurance is provided on them. 5

15 GOLD RIVER PRODUCTIONS, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended Six Months Ended CASH FLOWS FROM OPERATING ACTIVITIES Unaudited Less cash paid for: General and administrative expenses $ (16) Net cash flows from (used by) operating activities (16) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (16) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 247 CASH AND CASH EQUIVALENTS AS OF JUNE, $ 231 These financial statements have not been subject to audit, review or compilation engagement and no assurance is provided on them. 6

16 GOLD RIVER PRODUCTIONS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES The Company s accounting policies conform to U.S. generally accepted accounting principles. The following policies are considered to be significant: Business Organization Gold River Productions, Inc. was incorporated in the State of Delaware before converting to the State of Colorado in July of The Company is currently being reorganized to operate in the medical marijuana industry. The Company has changed its headquarters from Salt Lake City, Utah to Denver, Colorado. Cash and Cash Equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. Equipment Equipment is carried at cost net of accumulated depreciation. Depreciation expense is computed principally on the straight-line method in amounts sufficient to write off the cost of depreciable assets over their estimated useful lives. Normal maintenance and repair items are charged to costs and expenses as incurred. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and gain or loss on disposition is reflected in net income in the period of disposition. Intangible Assets Intangible assets subject to amortization include patents and goodwill. Patents are amortized over the shorter of their legal or useful lives while goodwill is periodically reviewed for impairment. Income Taxes The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities. The Company s income tax returns are subject to examination by the appropriate tax jurisdictions. As of August 6, 2018, the Company needs to file federal and state tax returns for the years ended 2017, 2016, 2015, 2014, 2013, 2012 and Upon filing, those returns would subject to review by federal and state tax authorities for three years from the filing date. 7

17 GOLD RIVER PRODUCTIONS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. In these financial statements assets, liabilities, and earnings involve reliance on management s estimates. Actual results could differ from those estimates. Advertising and Promotion All costs associated with advertising and promoting the Company s goods and services are expensed in the year incurred. The Company incurred no advertising expenses for the six months ended. Sales and Use Taxes The Company is domiciled in the State of Delaware with its headquarters in Utah and is required to collect sales tax on all in-state transactions. During the six month ended, the Company collected and remitted no sales and use tax. Management Review Date In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 10, 2018 the date the financial statements were issued. NOTE 2 - NOTE 3 - NOTE 4 - STOCKHOLDER NOTE RECEIVABLE During 2011 the Company loaned the controlling shareholder $31,418. As of the six month ended the balance on the note was $25,312. COMMON STOCK ACTIVITY The number of issued and outstanding shares was 941,909,396 of par value for the six month ended. PREFERRED STOCK As of December 31, 2017, the Company has authorized the issue of up to 20,000,000 of.001 par value preferred stock. The preferred stock carries a voting right of 100 votes per share and each share is convertible to 100 shares of common stock. As of June 30, 2018, 7,782,000 shares of preferred stock were issued. 8

18 GOLD RIVER PRODUCTIONS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 5 - INCOME TAXES The components of income tax expense (benefit) attributable to continuing operations are as follows: Unaudited Current $ 100 Deferred - $ 100 The Company s income tax expense differed from the statutory federal rate due primarily to state income taxes and surtax exemptions. The net deferred income taxes in the accompanying balance sheet include the following amounts of deferred income tax assets and liabilities: Unaudited Deferred income tax assets: Net operating loss carryforward $ 434,500 Less deferred income tax liabilities: - Net deferred income tax asset (liability) $ 434,500 NOTE 5 - INCOME TAXES - CONTINUED Deferred income taxes disclosed in the financial statements as follows: Unaudited Current deferred income tax assets $ 434,500 Non-current deferred income tax assets - Current deferred income tax liabilities - Non-current deferred income tax liabilities - $ 434,500 The Company has an estimated net operating loss carry forward totaling $1,243,356 as of December 31, 2017 that may be offset against future income. If not used, the carryforwards will begin to expire in

19 GOLD RIVER PRODUCTIONS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 9 - CASH FLOWS FROM OPERATING ACTIVITIES The following schedule reconciles net income as reported in the accompanying statements of operations with net cash flows from operating activities in the statements of cash flows for the six months ended. Unaudited Net loss $ (16) Adjustments to reconcile net loss to net cash flows from (used by) operating activities: - Increase (decrease) in liabilities: - Net cash flows from (used by) operating activities $ (16) NOTE 10 - SUBSEQUENT EVENTS In July 2018, the Company changed its state of incorporation from Delaware to Colorado and changed its name to XYZ Hemp, Incorporated. 10