(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

☐ Form N-CSR

For Period Ended: March 31, 2022

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Randy Weaver

450

687-2262

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the prior fiscal year ended March 31, 2021, the Company reported total revenues of $35.4 million and gross loss (cost of sales in excess of total revenues) of $27.4 million. The Company expects to report total revenues of approximately $48.8 million and gross loss of approximately $7.4 million for the year ended March 31, 2022 ("Fiscal 2022").

In the fourth quarter of Fiscal 2022, the Company expects to report impairment charges relating to its Canadian cannabis asset group of approximately $12.1 million, and impairment and related charges (from the revaluation of the Sprout business call option and impairment on Sprout goodwill and intangibles) of approximately $10.4 million arising from the Company's Sprout business. Additionally, there is substantial doubt that the Company will be able to continue as a going concern. The Company is currently required to actively manage its liquidity and expenses. The current cash balance is expected to be sufficient to operate the business for only the next two to three months under the current business plan. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K to be filed.
 

Date: June 30, 2022

By:

/s/ Randy Weaver

Name:

Randy Weaver

Title:

Interim Chief Financial Officer

•

The Company determined that it is required to prepare its financial statements in accordance with U.S. GAAP during the year ended March 31, 2022 and to do so on a retrospective basis. As the Company has only recently become subject to these requirements as a result of becoming a domestic registrant, there is significantly greater effort required to complete the required financial statements than if the Company had continued to prepare its financial statement in accordance with its prior financial reporting framework. The Company will report ineffective disclosure controls and procedures and internal controls over financial reporting as of March 31, 2022 in the Company’s Form 10-K to be filed.