RESTATEMENT

3 Months Ended

Mar. 31, 2019

Accounting Changes and Error Corrections [Abstract]

NOTE 4: RESTATEMENT

This Amendment No. 1 to the Period Ended as of March 31, 2019, on this Form (the "Amendment") amends the Quarterly Report filed to the U.S. Securities and Exchange Commission of Canna Corporation for the period ended March 31, 2019 (the "Original Filing"), that was originally filed with the U.S. Securities and Exchange Commission on June 26, 2019.

The Amendment is being filed to correct entries in the Original Filing pertaining to the sale and transfer on March 14, 2019 of certain convertible promissory notes, originally issued to Eagle Equities, LLC on August 10, 2018 in the amount of $300,000 and $100,000. On March 14, 2019, Eagle Equities, LLC, declared default on the $300,000 and $100,000 notes resulting in interest and penalties equal to $142,884 and $47,198, respectively. All principal, accrued interest, and penalties were purchased by four investors and the Company recognized the new debts totaling $590,082. As a result, the Company determined this transaction should be accounted for as a debt extinguishment in accordance with ASC 470-50-40, “Debt - Modifications and Extinguishments,” in that the new principal amount adjusted the net present value of the notes’ remaining cash flows by an excess of 10% from the terms of the original notes. The $190,082 in additional principal, netted with settlement of existing accrued interest on the notes of $23,787, resulted in a loss on settlement of debt of $166,295.

The revised principal balances on these notes resulted in following adjustments;

Convertible notes

	Adjustment
Settled notes	$	(400,000	)
Debt discount of settled notes		144,657
New assigned notes		590,082
Debt discount of new assigned notes		(522,759	)
	$	(188,020	)

Accrued interest

	Adjustment
Settled accrued interest	$	(23,787	)
Accrued interest from new assigned notes		4,937
	$	(18,850	)

Interest expense and amortization of debt discount

	Adjustment
Amortization of settled notes	$	144,657
Amortization of new assigned notes		67,323
Interest expense from new assigned notes		4,937
	$	216,917

Derivative liabilities

	Adjustment
Derivative liabilities from settled notes	$	(1,202,512	)
Derivative liabilities from new assigned notes		1,688,499
	$	485,987

Change in fair value of derivative

	Adjustment
Gain on change in fair value of derivative from settled notes	$	1,202,512
Loss on change in fair value of derivative from new assigned notes		(82,872	)
Day 1 loss from new assigned notes		(1,015,545	)
	$	104,095

Also, $51 originally reported as other current assets was charged to expense.

Except as described above, the Amendment does not modify any other disclosures presented in, or exhibits to, the Original Filing in any way.

	March 31, 2019 (Unaudited as Filed)			March 31, 2019 (Adjustments)			March 31, 2019 (Unaudited and Restated)
Balance Sheet
Other current assets	$	51		$	(51	)	$	—
Total assets		1,485,637			(51	)		1,485,586

Accrued interest		26,813			(18,850	)		7,963
Derivative liabilities		1,559,814			485,987			2,045,801
Convertible notes payable		292,709			(188,020	)		104,689
Total liabilities		4,591,628			279,119			4,870,747

Accumulated deficit		(5,302,562	)		(279,168	)		(5,581,732	)
Total shareholders' deficit	$	(2,566,707	)	$	(279,168	)	$	(2,845,877	)

	March 31, 2019 (Unaudited as Filed)			March 31, 2019 (Adjustments)			March 31, 2019 (Unaudited and Restated)
Statements of Operations (Unaudited)
General and administrative expense	$	103,161		$	51		$	103,212
Total operating expenses		131,626			51			131,677
Interest expense and amortization of debt discount		(804,507	)		(216,917	)		(1,021,424	)
Change in fair value of derivative liability		(418,664	)		104,095			(314,569	)
Loss on extinguishment of debt		(32,108	)		(166,295	)		(198,403	)
Total other expenses		(1,261,468	)		(279,117	)		(1,540,585	)
NET LOSS	$	(1,819,106	)	$	(279,168	)	$	(2,098,274	)

	March 31, 2019 (Unaudited as Filed)			March 31, 2019 (Adjustments)			March 31, 2019 (Unaudited and Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,819,106	)	$	(279,168	)	$	(2,098,274	)
Adjustment to reconcile net income (loss) to net cash provided operating activities:
(Gain) loss on extinguishment of debt		32,108			166,295			198,403
Amortization of debt discount		555,717			211,980			767,697
(Gain) loss in fair value of derivative		418,664			(104,095	)		314,569
Write-off of other current asset		—			51			51
Change in operating assets and liabilities:
Accrued interest		8,956			4,937			13,893
Net cash used in operating activities	$	(95,805	)	$	—		$	(95,805	)

RESTATED SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred from the date of the Original Filing through the date these financial statements were issued, and has determined there are additional subsequent events requiring disclosure as follows:

On July 1, 2019 the Company sold any and all interest of Northway Mining, LLC to Dror Svorai, under common control.

On January 16, 2020, the Company entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"), a Colorado corporation, having a registered business address of 67 SW 12th Ave, Ste 500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company acquires seventy-seven and one-half percent (77.5%) of the issued and outstanding shares of common stock of Agra to be transferred to it from the majority shareholder of Agra, SBS Eco Trust. In consideration of the acquisition of the Agra shares, Dror Svorai, the Registrant's majority shareholder, President, CEO and sole officer and director transferred his 803,000 shares of the Registrant's Series A Preferred Stock and 197,000,000 shares of its common stock to SBS Eco.

In connection with the Acquisition Agreement, the Company underwent a change of control. As a result of the Acquisition, the SBS Eco Trust, whose trustee is Esther Bittelman, an individual, and Secretary of Agra, became controlling and majority shareholder of the Registrant (the "Change of Control").

As a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of an Information Statement to shareholders pursuant to Schedule 14.

There are a total of 1,000,000 shares designated as Series A Preferred Stock. Each share of Series A Preferred converts to 1,000 shares of common. Each share of the Series A Series A Preferred Stock has the voting rights equivalent of 20,000 shares of common stock (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders).