CYBERSPACE VITA, INC. (OTCMKTS:CYVA) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

CYBERSPACE VITA, INC. (OTCMKTS:CYVA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Share Exchange Agreement

On May 11, 2017, Cyberspace Vita, Inc., a Nevada corporation (the
Company) entered into a share exchange agreement
(the Exchange Agreement) with Peter Zachariou,
the majority shareholder of the Company (the
Shareholder), Project 1493, LLC, a limited
liability company organized under the laws of the Commonwealth of
Puerto Rico (), and the sole member of 1493 (the Member),
to which the Member transferred all of the outstanding membership
interests of 1493 to the Company in exchange for 16,690,912
restricted shares of common stock of the Company (the Exchange
Shares), warrants to purchase up to 3,000,000 shares of common
stock at an exercise price of $0.50 per share for a period of
three (3) years from the date of issuance (the Exchange Warrants)
and 1,000 shares of Series A Preferred Stock that grants the
holders thereof fifty-one percent (51%) voting power (the
Preferred Shares and together with the Exchange Shares, and the
Exchange Warrants, the Exchange Securities). The transaction
closed on May 11, 2017 (the Closing Date).

In connection with the Exchange Agreement, the Company is
withholding one hundred thousand (100,000) shares of common stock
of the Shareholder for a period of six (6) months, subject to
certain post-closing conditions.

As a result, 1493 became a wholly-owned subsidiary of the
Company, and the Member acquired a controlling interest in the
Company (the Share Exchange). For accounting
purposes, the Share Exchange was treated as an acquisition of
Cyberspace Vita and a recapitalization of 1493. 1493 is the
accounting acquirer, and the results of its operations carryover.
Accordingly, the operations of Cyberspace Vita are not carried
over and have been adjusted to $0.

In issuing the Exchange Securities to the Member, the Company
relied upon the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, as, among
other things, the transaction did not involve a public offering
and the securities were acquired for investment purposes only and
not with a view to or for sale in connection with any
distribution thereof.

In connection with the Exchange Agreement, Alexander Diener, our
previous Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary and sole director resigned from all of his
positions with the Company effective May 11, 2017. Concurrently
therewith, Leslie Ball was appointed to serve as our Chief
Executive Officer and sole director, and Thomas Gingerich was
appointed to serve as our Chief Financial Officer.

Debt Exchange Agreement

On May 11, 2017, the Company also entered into a debt exchange
agreement (the Debt Exchange) with Fountainhead
Capital Management Limited (Fountainhead), a
related party, whereby Fountainhead agreed to cancel a promissory
note in the aggregate amount of $510,652 plus accrued interest of
$129,265, which represents all amounts owed to Fountainhead as of
the date of the Debt Exchange. As consideration, Fountainhead
received an aggregate of 1,800,000 shares of the Companys common
stock, of which 200,000 shares of common stock has previously
issued.

Private Placement Offering

On May 11, 2017, the Company entered into a subscription
agreement (the Subscription Agreement) with
selected accredited investors (each, an Investor
and, collectively, the Investors). to the terms
of the Subscription Agreement, the Company offered in a private
placement (the Offering) a minimum of $1,000,000
and up to a maximum of $3,300,000 of its securities, consisting
of (i) shares of its common stock (Shares); and
(ii) warrants to purchase shares of the Companys common stock
(the Warrants). Each Warrant shall be
exercisable at any time on or after the date of issuance for a
period of three (3) years at an exercise price per share equal to
$0.50 per share, subject to adjustment as provided in the
agreement evidencing the Warrants. The number of shares of common
stock underlying the Warrants is equal to 30% of the number of
Shares issued to each Investor in the Offering (the
Warrant Shares).

The Offering closed on May 11, 2017. The Company issued a total
of 8,461,538 Shares and 2,538,462 Warrants to purchase up to
2,538,462 shares of the Companys common stock, for total gross
proceeds of $3,300,000.

The foregoing descriptions of the Exchange Agreement, Debt
Exchange and Subscription Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Exchange Agreement, Debt Exchange and
Subscription Agreement, filed as Exhibits 10.1, 10.2, and 10.3,
respectively, hereto and incorporated herein by reference.

Other Issuances

In connection with the Exchange Agreement, Debt Exchange and
Subscription Agreement, the Company issued to certain consultants
an aggregate of 3,000,000 shares of common stock and warrants to
purchase up to an aggregate of 500,000 shares of common stock at
an exercise price of $0.50 per share for a period of three (3)
years from the date of issuance.

In connection with the foregoing issuances, the Company relied
upon the exemption from securities registration provided by
Section 4(a)(2) under the Securities Act of 1933, as amended (the
Securities Act) for transactions not involving a
public offering.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

As described in Item 1.01 above, on May 11, 2017, we acquired all
the issued and outstanding shares of 1493 to the Exchange
Agreement and 1493 became our wholly-owned subsidiary. The
acquisition was accounted for as a recapitalization effected by a
share exchange, wherein 1493 is considered the acquirer for
accounting and financial reporting purposes. The assets and
liabilities of 1493 have been brought forward at their book value
and no goodwill has been recognized.

As a result of the acquisition of all the issued and outstanding
membership interest of 1493, we have now assumed 1493s business
operations as our own and we are no longer a shell corporation as
the term is defined in Rule 405 of the Securities Act and Rule
12b-2 of the Exchange Act.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Current Report, on May 11, 2017,
we acquired 1493 in a reverse merger acquisition transaction.
Item 2.01(f) of Form 8-K states that if the registrant were a
shell company before a reverse merger transaction disclosed under
Item 2.01, then the registrant must disclose the information that
would be required if the registrant were filing a general form
for registration of securities under the Exchange Act on Form 10.

As we were a shell company defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the Exchange
Act) immediately before the transaction, we provide
below the information that would be included for the registration
of securities on Form 10.

Description of Business

Effective on the Closing Date, to the Exchange Agreement, 1493
became a wholly-owned subsidiary of the Company. The acquisition
of 1493 is treated as a reverse acquisition, and the business of
1493 became the business of the Company. At the time of the
reverse acquisition, Cyberspace Vita was not engaged in any
business activity.

References to the Company, Project 1493, 1493, we, us, our and
similar words refer to the Company, unless the context indicates
otherwise. References to Cyberspace Vita refers to the Company
and its business prior to the reverse acquisition.

Summary

Project 1493, LLC is a limited liability company organized under
the laws of the Commonwealth of Puerto Rico on March 17, 2017.
Cyberspace Vita is a Nevada corporation formed on November 7,
2006. Our offices are located at Cond. Madrid Suite 304, 1760
Loiza Street, San Juan, Puerto Rico 00911, and our telephone
number at such address is (787) 641-8447.

Business Overview

Cyberspace Vitas initial business plan was related to the online
sale of vitamins and supplements. Effective May 5, 2008,
Cyberspace Vita discontinued these operations. Prior to the
reverse acquisition, Cyberspace Vita did not have any significant
assets or operations.

Project 1493 is a limited liability company organized in Puerto
Rico on March 17, 2017. 1493s business plan relates to the
acquisition, development and operation of medical marijuana
dispensaries. 1493 intends to initially operate in Puerto Rico
and may potentially expand into other markets located within the
U.S. and U.S. territories in the future. However, there can be no
assurance that we will expand into such other markets.

As described in Item 1.01 above, on May 11, 2017, Cyberspace Vita
acquired all of the issued and outstanding membership interests
in 1493 to the Exchange Agreement, in exchange for 16,690,912
restricted shares of common stock of Cyberspace Vita, warrants to
purchase up to 3,000,000 shares of common stock at an exercise
price of $0.50 per share for a period of three (3) years from the
date of issuance, and 1,000 shares of Series A Preferred Stock
that grants the holders thereof fifty-one percent (51%) voting
power. Thereafter, 1493 became Cyberspace Vitas wholly owned
subsidiary.

Our Business

Cyberspace Vita is a holding company that, through its
wholly-owned subsidiary, 1493, is in the business of acquiring,
developing and operating medical marijuana dispensaries in Puerto
Rico and as of the date of this report, is in the process of
acquiring four medical marijuana dispensaries, with a plan to
acquire an additional 15 dispensaries over the next 12-18 months.
The four facilities that are in the process of being acquired are
modelled after those in Denver, Colorado. The four dispensary
locations are in the following cities: (1) Fajardo, which is a
hub for boating and fishing and a launching port for islands
Vieques, Culebra, the U.S. Virgin Islands and the British Virgin
Islands; (2) Carolina, which is tourist center near Puerto Ricos
international airport and home of top luxury hotels and casinos;
(3) Dorado, which is deemed to be an affluent residential area in
Puerto Rico; and lastly (4) San Juan, the capital of Puerto Rico
and among the largest cruise destination ports.

We anticipate that all four dispensaries will be operational by
July 30, 2017. It is anticipated that costs associated with
operating the dispensaries will be approximately $600,000 per
dispensary, $100,000 of which will be used to obtain the license
to operate, $300,000 for operating capital, $200,000 to complete
the facility and for stock inventory. We also anticipate
requiring approximately $900,000 for working capital over the
next twelve months.

The Company anticipates earning revenue by selling medical
marijuana, edibles, pills, creams, patches and oral drops, and
paraphernalia such as vaporizes, The average net profit for
medical marijuana dispensaries is 20% in the U.S., according to a
study conducted by Marijuana Business Daily and the media annual
revenue is $1,200,000. We aim to undercut our competition by
acquiring our goods at a lower than average cost which we
anticipate will allow us to achieve 30% net margins, 50% higher
than the industry average.

The Four Dispensaries

The dispensaries that we are in the process of purchasing are
located in the following areas, which were chosen based on their
strategic location relevant to important factors such as
population density, disposable income, and proximity to key
commercial and district tourist destinations:

	(1)	*Carolina*: The municipality of Carolina is home to Luis Munos Marin Airport, Puerto Ricos main airport. With a population density of 177,000, Carolina is a center of manufacturing and commerce. The township has one of the islands largest shopping areas, Plaza Carolina. Carolina also has a high concentration of young professionals, whom industry trends suggest is a growing user class of medical marijuana. Carolina is also strategically located between San Juan and the east coast of the island. The east coast is home to many of the islands most spectacular beaches, and a heavy tourist area.

	(2)	*Fajardo*: Fajardo is located in the Northeast coast of the island. It is known for its luxury hotels such as the Waldorf Astoria and the Puerto Del Rey Marina. While its population is only 36,000 it is the watersports capital of the island as well as the primary access point to the Keys of Puerto Rico and the British and U.S. Virgin Islands and thus is a popular tourist spot and a favorite vacation and recreational area for Puerto Rican citizens.

	(3)	*Dorado*: Dorado, situated 15 miles west of San Juan, is a township located on the north shore of Puerto Rico and the wealthiest community on the island with a population of approximately 38,165 people. The municipalitys demographic consists of upper-income and retired residents as well as upper-income tourists. It is also the home to several resort hotels such as Embassy Suites, Sheraton and the Reserve at Ritz Carlton.

	(4)	*San Juan*: the capital of Puerto Rico, is the cultural and historic center of Puerto Rico with the islands largest population center of 395,326. Well known for the port at Old San Juan, and cruise ships that bring thousands of tourists daily to the island. The hotels, beaches and points of interest in the area attract millions of visitors each year. Our goal in San Juan is to create a flagship store to capitalize on the tourism in this area and build a large local following of patients.

Business Model

We plan to operate as a service business specializing in the sale
of medical marijuana, edibles and paraphernalia, including, oils,
lotions, THC pills, vaporizers, rigs, grinders, t-shirts, hats,
logo items, and bongs and pipes with vaporizer attachments
through our strategically located dispensaries in Puerto Rico.

We intend to purchase our products from the largest and most
sophisticated grower on the island, who operates a state-of-the
art facility and currently has over 36 strands available and is
able to produce up to 2,000 pounds a week. We anticipate
procuring products at a 20% discount to current wholesale market
prices. We anticipate that based on such prices, we will realize
gross margins of approximately 75%.

We intend to sell and keep inventory of the top 5 selling brands,
which will be determined by sales velocity. We intend to use a
state-of-art CRM to track our customers, their buying habits and
monthly spend. Customer Segments will be categorized by age,
occupation and medical condition.

In addition, we will focus on providing the best and most
friendly customer service, and provide the highest quality brands
and widest variety possible in order to attract repeat business.
We expect to realize, although no assurance can be given,
approximately 30% net margins on edibles, with 50% net margins on
edibles and paraphernalia.

Revenue Streams:

We anticipate that revenues will be generated from the following:

		Medical Cannabis, up to 10 strains in each dispensary.
		Derivatives (oils, lotions, edibles, THC pills)
		Paraphernalia (vaporizers, grinders, rigs, bongs and pipes with vaporizer attachments)
		Clothing (hats, t-shirts, logos)

Cost Structure: We intend to price our product at below
market rates, however we intend to market certain items as
boutique items, such as gourmet >

Marketing

Our marketing and sales strategy will be aimed at generating
long-term, repeat customers, as well as attracting tourists who
visit the island who wish to purchase medical marijuana. In order
to generate repeat customers, we intend to provide the highest
quality medical marijuana, at the lowest possible cost to insure
we build a loyal customer base. Further, we intend to train all
of our employees to provide excellent customer service.

At this time Puerto Rico only allows digital advertising for
medical marijuana. Thus, we intend to leverage the Internet and
social media platforms, including, Instagram, Facebook, Twitter,
YouTube, Google , LinkedIn, the Yellow Pages online, YELP and
over 50 marijuana websites we have identified. Our marketing will
focus on the wide variety of our cannabis products and their high
quality and low cost point relative to our competition.

We also intend to utilize blogs, micro-ads, testimonial
interviews, articles and deploy this media across all social
media channels and websites accessed by our customer targets.

Capital Requirements and Use of Proceeds

On May 11, 2017, we completed the Offering in which we sold to
shares of our common stock and warrants to selected accredited
investors for total gross proceeds of $3,300,000, the proceeds of
which will be used for opening and the operation of our four (4)
dispensaries.

As noted above, we anticipate that the costs associated with
opening and operating the dispensaries will $600,000 for each
dispensary, as follows:

	1.	$100,000 representing costs associated with obtaining the business license;
	2.	$300,000 for working capital for the next 12 months;
	3.	$100,000 to complete the build out of each dispensary; and
	4.	$100,000 for equipment and starting inventory,

It is also anticipated that the remainder from the proceeds
received from the Offering will be used for general working
capital.

Competition

We face significant competition in all aspects of our business.
Specifically, we face competition from a number of companies that
operate dispensaries in the legal cannabis market within the
United States and U.S. territories.

While such competition exists within the industry as a whole,
there is limited competition in Puerto Rico. Currently, there are
seven dispensaries with approved licenses in Puerto Rico, and one
of the seven is currently closed for lack of proper permits.
There are 170 pre-qualified dispensary licenses, but it is
expected that only 70-80 of those pre-qualified dispensary
licenses will meet all the government criteria and will have the
necessary funding to operate.

We also anticipate additional competition from the unauthorized
sale and purchase of cannabis through the black market in Puerto
Rico, which is estimated by the government at $200 million
annually. While we deem the black market to be a major
competitor, we believe, although no assurance can be given, that
we can transition those consumers by offering a greater variety
of product at competitive prices.

Competitive Strengths

Consumers generally choose their dispensary based on several
factors, including proximity to where they live and work, price,
quality, variety and the overall service experience. We believe
that our advantage stems from our relationships with our
supplier. Our supplier, who operates a state-of-the art facility,
has over 36 strands available and can produce up to 2,000 pounds
a week. Our supplier, the largest in Puerto Rico in total
production capacity, has agreed to sell products to us at reduced
prices which we believe will allow us to achieve 75% gross
margins, all while maintaining a major price advantage over
competitors.

We also believe we possess certain other competitive strengths
and advantages in the industries in which we operate:

Range of Services. We are able to leverage our breadth
of services and resources to deliver comprehensive, integrated
solutions to companies in the cannabis industryfrom operational,
compliance and marketing consulting to products, security and
financing services.

Strategic Alliances. We are dedicated to growing through
strategic acquisitions, partnerships and agreements that will
enable us to enter and expand into new markets. Our strategy is
to pursue alliances with potential targets that have the ability
to generate positive cash flow, effectively meet customer needs
and supply desirable products, services or technologies, among
other considerations. We anticipate that strategic alliances will
play a significant role as more states pass legislation
permitting the cultivation and sale of hemp and cannabis.

Regulatory Compliance. The state laws regulating the
cannabis industry are changing at a rapid pace. Currently, there
are 28 U.S. states, the District of Columbia and the territories
of Guam and Puerto Rico that have created a legislative body to
manage the medical cannabis industry. Eight of those states also
allow recreational use. We plan to take such steps necessary to
ensure that all aspects of our operations are in compliance with
all laws, policies, guidance and regulations to which we are
subject and providing an opportunity to our customers and allies
to use our services in order to ensure that they, too, are in
full compliance are both critical components of our business
plan.

Industry Knowledge. We continue to create, share and
leverage information and experiences with the purpose of creating
awareness and identifying opportunities to increase shareholder
value. Our management team has business expertise, extensive
knowledge of the cannabis industry and closely monitors changes
in legislation. We intend to work with partners who will enhance
the breadth of our industry knowledge.

Lending Capabilities. In February 2014, the Treasury
Department issued guidelines for financial institutions dealing
with cannabis-related businesses. Nevertheless, many banks and
traditional financial institutions refuse to provide financial
services to cannabis-related businesses. We plan to provide
finance and leasing solutions to market participants using the
FinCEN guidelines as a primary guide for compliance with federal
law.

The Cannabis IndustryMarket Opportunity

The legal cannabis markets in the United States are expanding
rapidly. There are now twenty-eight states and Washington, D.C.,
with medical cannabis programs and eight of these states (Alaska,
California, Colorado, Maine, Massachusetts, Nevada, Oregon and
Washington), plus Washington, D.C. have also legalized cannabis
for recreational use.

We believe the market will continue to rapidly expand as existing
states broaden the definition of the approved uses for cannabis
(i.e. from medicinal to recreational use) and additional states
legalize cannabis for at least some other purposes. Despite the
fact that the Federal Controlled Substances Act makes the use and
possession of marijuana illegal on a national level, recent
guidance from the federal government suggests that it will
continue to tolerate legalization at the state level, especially
when backed by strong and effective regulation. We believe it is
significant that in 2016, the Congressional Spending Bill
specifically prevented the Justice Department from spending money
to enforce the federal ban on growing or selling cannabis in
states where cannabis has been approved.

The Company believes that not since the repeal of Prohibition in
1933, has a consumer product business opportunity of this
magnitude been created simply by changes in the law. According to
an IBISWorld report, the cannabis industry is expected
to achieve rapid growth over the next five years. We believe the
industry will continue to benefit from increasingly favorable
attitudes towards medical cannabis-based treatments and
applications as acceptance and legitimacy of cannabis continues
to grow.

Our target markets are those where states or U.S. territories
have legalized the production and use of cannabis, such as Puerto
Rico and, eventually, Colorado. According to published reports,
Colorados cannabis industry reported estimated wholesale and
retail sales during calendar years 2016 and 2015 of $1,313
million and $996 million, respectively.

Most recently, voters in California, Nevada, Maine and
Massachusetts approved ballot measures to legalize cannabis for
adult recreational use, bringing the total number of states with
legalized recreational cannabis use to eight, in addition to the
District of Columbia.

As of December 31, 2016, 28 U.S. states, the District of Columbia
and the territories of Guam and Puerto Rico have legalized the
use of cannabis for medical use in some form, including five
states in 2016 alone. While it is difficult to estimate the
amount of time it would take for a state to establish regulations
relating to the sale of cannabis, or for those businesses engaged
in this activity to begin generating revenue from operations, we
anticipate, but no assurance can be given, that for new states
legalizing the medical use of cannabis, revenues will begin to be
realized in 2018 and 2019.

Continued development of the regulated cannabis industry depends
on continued legislative authorization at the state level.
Progress, while encouraging, is not assured and any number of
factors could slow or halt progress in the cannabis industry.

Puerto Rico a Unique Market Opportunity

Puerto Rico benefits from a large and growing tourism industry.
According to an article published by Travel Pulse in March 2016
and by PRT Newswire dated December 2016, Puerto Ricos tourism
doubled from 5 million visitors in 2015 to 10 million in 2016.
Importantly, patients who hold a license to buy medical marijuana
in the 28 states where it is now legal may use their patient
license to purchase marijuana at Puerto Ricos dispensaries.

The Academic Sciences of Puerto Rico (ASPR), in collaboration
with the Cannabis Doctors of Puerto Rico, conducted a
certification program for doctors to obtain the Health Department
(HD) license and recommended medicinal cannabis to nearly 200,000
patients. Based on such, and considering that Puerto Rico is an
island with a population of 3.5 million, there is a potential
market of 200,000 patients, or 6% of Puerto Ricos current
population. In addition, there is a potentially very large market
opportunity presented by the burgeoning tourist industry. If only
2% of the tourist visiting Puerto Rico purchase medical
marijuana, that would add another 200,000 patients on an annual
basis or an average of approximately 18,000 patients per month.

We believe our initial locations present significant revenue
potential and growth opportunity. We have strategically picked
our initial locations based on the following factors: population
density, disposable income, and proximity to commercial and
districts tourist destinations.

Medical Cannabis Market

The last five years have seen a dramatic shift in public opinion
on medical marijuana, which is reflected in the direction of
individual states toward legalization. A Quinnipiac Poll
published by Politico on June 6, 2016 showed 89% of registered
voters in the United States favor the use of medically prescribed
cannabis. Twenty-eight states and Washington, D.C., have enacted
medical cannabis laws, and there are approximately 1.2 million
registered patients within these states. The five states with the
largest known current medical marijuana patient populations are:
California, Colorado, Michigan, Oregon and Washington.

Cannabis is used for medicinal purposes and has proven to be an
effective treatment for pain relief, inflammation and a number of
other medical disorders. According to an IBISWorld
report, new medical research and changing public opinion have
boosted industry growth.

Doctors may prescribe legalized medical cannabis in approved
states where patients can receive a recommendation from a
state-approved, licensed physician for the treatment of certain
conditions specified by the state. Medical cannabis is being used
to treat severe or chronic pain, inflammation, nausea and
vomiting, neurologic symptoms (including muscle spasticity),
glaucoma, cancer, multiple sclerosis, post-traumatic stress
disorder, anorexia, arthritis, Alzheimers, Crohns disease,
fibromyalgia, ADD, ADHD, Tourettes syndrome, spinal cord injury
and numerous other conditions. Cannabis oil has also been proven
effective in treating epileptic seizures in children.

Recreational Cannabis Market

Eight states have legalized recreational cannabis Alaska,
California, Colorado, Maine, Massachusetts, Nevada, Oregon,
Washington, plus Washington, D.C. In November 2012, Colorado
voters legalized recreational marijuana use. This
history-changing legislation created a window of opportunity for
the commercialization and state taxation of a plant group that
has, until recently, been virtually untouchable and has set the
wheels in motion for other states to follow. In July of 2014,
Washington State launched its recreational program, while Oregon
and Alaska and the District of Columbia voted to introduce
recreational programs commencing in 2015. In November 2016,
California, Maine, Massachusetts, and Nevada all passed ballot
initiatives for the legalization of recreational cannabis. A
Gallup Poll survey from October 2016 showed that 60% of Americans
are in favor of legalizing cannabis.

Government and Industry Regulation

Cannabis is currently a Schedule I controlled substance under the
CSA and is, therefore, illegal under federal law. Even in those
states in which the use of cannabis has been legalized to state
law, its use, possession or cultivation remains a violation of
federal law. A Schedule I controlled substance is defined as one
that has no currently accepted medical use in the United States,
a lack of safety for use under medical supervision and a high
potential for abuse. The U.S. Department of Justice (the
DOJ) defines Schedule I controlled substances as
the most dangerous drugs of all the drug schedules with
potentially severe psychological or physical dependence. If the
federal government decides to enforce the CSA in Colorado with
respect to cannabis, persons that are charged with distributing,
possessing with intent to distribute or growing cannabis could be
subject to fines and/or terms of imprisonment, the maximum being
life imprisonment and a $50 million fine.

Notwithstanding the CSA, as of the date of this filing, 28 U.S.
states, the District of Columbia and the U.S. territories of Guam
and Puerto Rico allow their residents to use medical cannabis.
Voters in the states of Alaska, California, Colorado, Maine,
Massachusetts, Nevada, Oregon and Washington have approved ballot
measures to legalize cannabis for adult recreational use. Such
state and territorial laws are in conflict with the federal CSA,
which makes cannabis use and possession illegal at the federal
level.

In light of such conflict between federal laws and state laws
regarding cannabis, the previous administration under President
Obama had effectively stated that it was not an efficient use of
resources to direct federal law enforcement agencies to prosecute
those lawfully abiding by state-designated laws allowing the use
and distribution of medical cannabis. For example, the prior DOJ
Deputy Attorney General of the Obama administration, James M.
Cole, issued a memorandum (the Cole Memo) to all
United States Attorneys providing updated guidance to federal
prosecutors concerning cannabis enforcement under the CSA. The
Cole Memo ultimately emphasizes the need for robust state
regulation of marijuana. The memorandum rests on its expectation
that state and local governments that have enacted laws
authorizing marijuana-related conduct will implement strong and
effective regulatory and enforcement systems that will address
the threat those state laws could pose to public safety, public
health, and other law enforcement interests. In addition, the
Financial Crimes Enforcement Network (FinCEN)
provided guidelines (the FinCEN Guidelines) on
February 14, 2014, regarding how financial institutions can
provide services to cannabis-related businesses consistent with
their Bank Secrecy Act (BSA) obligations.

Additional existing and pending legislation provides, or seeks to
provide, protection to persons acting in violation of federal law
but in compliance with state laws regarding cannabis. The
Rohrabacher-Farr Amendment to the Commerce, Justice, Science and
Related Agencies Appropriations Bill, which funds the DOJ,
prohibits the DOJ from using funds to prevent states with medical
cannabis laws from implementing such laws. The Rohrabacher-Farr
Amendment is effective through April 28, 2017, but as an
amendment to an appropriations bill, it must be renewed annually.
The Compassionate Access Compassionate Access, Research
Expansion, and Respect States Act (the CARERS
Act) has been introduced in the U.S. Senate, which
proposes to reclassify cannabis under the CSA to Schedule II,
thereby changing the plant from a federally criminalized
substance to one that has recognized medical uses. More recently,
the Respect State Marijuana Laws Act of 2017 has been introduced
in the U.S. House of Representatives, which proposes to exclude
persons who produce, possess, distribute, dispense, administer or
deliver marijuana in compliance with state laws from the
regulatory controls and administrative, civil and criminal
penalties of the CSA.

However, as of the date of this filing, neither the CARERS Act
nor the Respect State Marijuana Laws Act of 2017 has been
enacted, the Rohrabacher-Farr Amendment has not yet been renewed
beyond April 28, 2017, and the new administration under President
Trump has not yet indicated whether it will change the previously
stated policy of low-priority enforcement of federal laws related
to cannabis set forth in the Cole Memo or the FinCEN Guidelines.
The Trump administration could change this policy and decide to
strongly enforce the federal laws applicable to cannabis. Any
such change in the federal governments enforcement of current
federal laws could cause significant financial damage to us.
While we do not currently harvest, distribute or sell cannabis,
we may be irreparably harmed by a change in enforcement policies
of the federal government. However, once we commence operations,
we could be deemed to be aiding and abetting illegal activities,
a violation of federal law.

Absent any future changes in cannabis-related policies under the
Trump administration, we intend to remain within the guidelines
outlined in the Cole Memo and the FinCEN Guidelines, where
applicable; however, we cannot provide assurance that we are in
full compliance with the Cole Memo, the FinCEN Guidelines or any
applicable federal laws or regulations.

Licensing and Local Regulations

Where applicable, we will apply for state licenses that are
necessary to conduct our business in compliance with local laws.
Local laws at the city, county and municipal levels add a layer
of complexity to legalized cannabis. Despite a states adoption of
legislation legalizing cannabis, cities, counties and
municipalities within the state may have the ability to otherwise
restrict cannabis activities, including but not limited to
cultivation, retail or consumption.

Zoning sets forth the approved use of land in any given city,
county or municipality. Zoning is set by local governments or
local voter referendum, and may otherwise be restricted by state
laws. For example, under certain state laws a seller of liquor
may not be allowed to operate within 1,000 feet of a school.
There may be similar restrictions imposed on cannabis operators,
which will restrict where cannabis operations may be located and
the manner and size to which they can grow and operate. Zoning
can be subject to change or withdrawal, and properties can be
re-zoned. The zoning of our properties will have a direct impact
on our business operations.

Regulatory Environment

The regulatory status of the cannabis industry is shifting
rapidly at the state level, with momentum toward a change at the
federal level through pressure on the U.S. Congress and the White
House. Current federal regulations classify cannabis as a
Schedule 1 substance, defined as drugs with no currently accepted
medical use and a high potential for abuse. This drug
classification also includes heroin, LSD and ecstasy.

The legal cannabis industry has evolved considerably over the
past 3-5 years. We believe the industry has reached the tipping
point for legalization through pressure from citizens groups in
individual states for the legalization of medical and/or
recreational marijuana. As reported by Pew Research Center in
April 2015, nearly half (49%) of Americans say they have tried
marijuana, and 12% have tried it within the past year.

In a national poll in October 2014 by Third Way, a public policy
think tank, 78% of respondents favored allowing individuals to
use marijuana for medical purposes if recommended by a doctor.
This trend is further illustrated in recent surveys of public
opinion for marijuana legalization rapidly outpacing opposition.
A majority of Americans now favor broad legalization of
marijuana. Opinions have changed drastically since 1969, when
Gallup first asked the question and found that just 12% favored
legalizing marijuana use compared to 89% as of June 6, 2016
showed 89%.

Millennials (currently 18-34) have been in the forefront of this
change: 68% favor legalizing marijuana use, by far the highest
percentage of any age group. But across all generations – except
for the Silent Generation (ages 70- 87) support for legalization
has risen sharply over the past decade. Third Way also found that
67% of respondents favor Congress passing a bill giving states
that have legalized marijuana a safe haven from federal marijuana
laws, so long as they have a strong regulatory system, and when
given an option of state or federal control, 60% favor states
control in deciding whether to legalize marijuana.

Public support has given rise to the passage of new marijuana
laws and regulations in a number of states, as well as multiple
legal reforms on legislative dockets. Each states legal
environment is unique, making it critical for businesses to know
and understand the regulatory landscape on a state-by-state
basis.

Another regulatory variable adding to the complexity of the legal
cannabis market are the local laws at the municipality and county
levels. Even when a state enacts legislation legalizing cannabis,
each level of local government has the right to exercise
restrictions on cannabis activities, such as retail, consumption,
transportation and cultivation. Zoning is an area of particular
concern, which is set forth at the local level. This can restrict
where businesses can be located and the manner and size in which
they operate. Understanding individual states laws and local
regulations requires business operators and investors to account
for multiple levels of regulatory compliance, such as how
marijuana may be sourced, processed, distributed, and to whom,
where and how it may be sold.

State Legal Status

While new state-level legalization efforts continue to expand the
number of states involved in the cannabis industry, only a
handful of existing states have any meaningful full-scale
operations for the cultivation and distribution of cannabis. This
presents a significant growth opportunity for investment over the
next several years as the existing legalized states and new
states markets come online.

		Medical Cannabis Legalization – 28 states have legalized medical marijuana, plus Washington, D.C. and the U.S. territories of Guam and Puerto Rico
		Recreational Cannabis Legalization – 8 states (AK, CA, CO, ME, MA, NV, OR, WA, plus Washington, D.C.) have passed laws that allow for adult recreational use of marijuana

Federal Legal Status

Cannabis is still classified as an illegal substance in the U.S.
The Drug Enforcement Agency (DEA) and the Food
and Drug Administration (FDA) currently classify
cannabis as a Schedule 1 drug under the Controlled Substances
Act. The classification makes cannabis illegal under federal law
to cultivate, manufacture, distribute or possess cannabis, and
has created a discrepancy between states rights and federal law.

This discrepancy has created a complicated environment for
cannabis businesses in regards to restrictive banking
regulations, interstate trade, IRS tax code and federal
bankruptcy laws, especially for companies that directly touch the
plant such as growers and distributors. For example, FinCEN
provided guidance regarding how financial institutions can
provide services to cannabis-related businesses consistent with
their BSA obligations. While we believe we do not qualify as a
financial institution in the United States, we cannot be certain
that we do not fall under the scope of the FinCEN guidelines. We
plan to use the FinCEN Guidelines, as may be amended, as a basis
for assessing our relationships with potential tenants, clients
and customers. As such, as we engage in financing activities, we
intend to adhere to the guidance of FinCEN in conducting and
monitoring our financial transactions. Because this area of the
law is uncertain but expected to evolve rapidly, we believe that
FinCENs guidelines will help us best operate in a prudent,
reasonable and acceptable manner. There is no assurance, however,
that our activities will not violate some aspect of the CSA. If
we are found to violate the federal statute or any other in
connection with our activities, our company could face serious
criminal and civil sanctions.

Additionally, because the possession or distribution of cannabis
violates federal law, banks that provide services may face the
threat of prosecution or sanctions and thus we may have
difficulty acquiring or maintaining bank accounts and insurance,
and our stockholders may find it difficult to deposit their stock
with brokerage firms.

The banking issues created by the federal laws have required the
cannabis industry to focus on viable alternatives and have
created opportunities for new providers, from finance companies
to security and software firms. The issue of interstate trade
requires companies that grow or distribute cannabis to duplicate
efforts within each state they wish to legally operate and has
limited the development of national brands. These laws do not
directly affect companies operating in ancillary businesses.

In February 2014, the White House and the Department of the
Treasury gave a roadmap for conducting transactions with cannabis
companies operating within state regulations. The most sweeping
federal reforms to date, however, have come from Congress in the
federal spending bill that passed both Houses in June 2015 and
continued in June 2016. Congress voted to protect state medical
marijuana and hemp laws from federal interference and cut the
DEAs budget. As an example of increased support for the removal
of federal laws banning medical marijuana, the medical
marijuana-protecting amendment passed the House 219-189 and
became law last year and was accepted by a larger 242-186
majority this year, with even more Republican members support.

The Senate also introduced The Compassionate Access, Research
Expansion and Respect States (CARERS) Act in March 2015,
co-sponsored by Senator Rand Paul (R-Ky.) and now by 19 total
U.S. Senators, which seeks to drastically reduce the federal
governments ability to crack down on state-legal medical
marijuana programs, open the banking system, reclassify cannabis
Schedule 1 drug rating and encourage more research through
several major changes in federal law. This legislation currently
is waiting for the Senate Judiciary Chair to grant the bill a
hearing.

Ancillary Cannabis-Related Businesses

As more states enact cannabis legislation, the demand for
cannabis-related products and services grows. The rapid expansion
of the cannabis market combined with more sophisticated
management teams and business models entering the market has
spurred the development of numerous cannabis-related niche
markets. These ancillary markets that do not physically touch the
plant include infrastructure and support for the cannabis
industry in such areas as social media, security, consulting,
delivery systems, financial services, software high-tech,
electronic hardware, infused products, extracts oils, hemp
production, ancillary cultivation solutions, and retail.

As mentioned, the federal government still classifies cannabis as
a Schedule 1 substance, which leaves many traditional businesses
fearing reputational and legal risks of serving the cannabis
industry. However, ancillary businesses that do cater to the
legal cannabis industry are well positioned to benefit from the
growth in the industry.

FORWARD-LOOKING STATEMENTS

Statements in this current report on Form 8-K may be
forward-looking statements. Forward-looking statements include,
but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future
events or conditions. These statements are based on current
expectations, estimates and projections about our business based,
in part, on assumptions made by management. These statements are
not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to,
differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including
those described above and those risks discussed from time to time
in this report, including the risks described under Risk Factors,
and Managements Discussion and Analysis of Financial Condition
and Plan of Operations in this report and in other documents
which we file with the Securities and Exchange Commission. In
addition, such statements could be affected by risks and
uncertainties related to:

		our ability to raise funds for general corporate purposes and operations;
		the commercial feasibility and success of our technology;
		our ability to recruit qualified management and technical personnel; and
		the other factors discussed in the Risk Factors section and elsewhere in this report.

Any forward-looking statements speak only as of the date on which
they are made, and except as may be required under applicable
securities laws, we do not undertake any obligation to update any
forward-looking statement to reflect events or circumstances
after the date of this current report.

RISK FACTORS

An investment in the Companys common stock involves a
high degree of risk. In determining whether to purchase the
Companys common stock, an investor should carefully consider all
of the material risks described below, together with the other
information contained in this report. An investor should only
purchase the Companys securities if he or she can afford to
suffer the loss of his or her entire investment.

We have a limited operating history and face many of
the risks and difficulties frequently encountered by an early
stage company.

Although our management team has extensive knowledge of the
cannabis industry and closely monitors changes in legislation, we
also operate in an evolving industry that may not develop as
expected. Furthermore, our operations continue to evolve under
our business plan as we continually assess new strategic
opportunities for our business within our industry. Assessing the
future prospects of our business is challenging in light of both
known and unknown risks and difficulties we may encounter. Growth
prospects in our industry can be affected by a wide variety of
factors including:

		Competition from other similar companies;
		Regulatory limitations on the products we can offer and markets we can serve;
		Other changes in the regulation of medical and recreational cannabis use;
		Changes in underlying consumer behavior;
		Our ability to access adequate financing on reasonable terms and our ability to raise additional capital in order to fund our operations;
		Challenges with new products, services and markets; and
		Fluctuations in the credit markets and demand for credit.

We may not be able to successfully address these factors, which
could negatively impact our growth, harm our business and cause
our operating results to be worse than expected.

We may need to secure additional
financing.

While we have raised funds that we believe will be sufficient to
fund our operations for the next twelve months, we anticipate
that we may require additional funds for our operations in the
future. If we are not successful in securing additional financing
when needed, we may be unable to execute our business strategy,
which could result in curtailment of our operations.

Our ability to raise additional capital is uncertain and
dependent on numerous factors beyond our control including, but
not limited to, economic conditions and availability or lack of
availability of credit. We currently do not have any committed
external source of funds.

If we need additional capital and cannot raise it on acceptable
terms, we may not be able to, among other things:

		continue to expand our development, sales and marketing teams;
		acquire complementary technologies, products or businesses;
		if determined to be appropriate, expand our global operations;
		hire, train and retain employees; and
		respond to competitive pressures or unanticipated working capital requirements.

To the extent that we raise additional capital through the sale
of equity or convertible debt securities, then-existing
stockholders interests may be materially diluted, and the terms
of such securities could include liquidation or other preferences
that adversely affect their rights as common stockholders. Debt
financing and preferred equity financing, if available, may
involve agreements that include restrictive covenants that limit
our ability to take specified actions, such as incurring
additional debt, making capital expenditures or declaring
dividends.

Cannabis remains illegal under federal law, and any
change in the enforcement priorities of the federal government
could render our current and planned future operations
unprofitable or even prohibit such operations.

We operate in the cannabis industry, which is dependent on state
laws and regulations pertaining to such industry; however, under
federal law, cannabis remains illegal.

The United States federal government regulates drugs through the
Controlled Substances Act (the CSA), which
places controlled substances, including cannabis, on one of five
schedules. Cannabis is currently classified as a Schedule I
controlled substance, which is viewed as having a high potential
for abuse and having no currently accepted medical use in
treatment in the United States. No prescriptions may be written
for Schedule I substances, and such substances are subject to
production quotas imposed by the United States Drug Enforcement
Administration (the DEA). Because of this,
doctors may not prescribe cannabis for medical use under federal
law, although they can recommend its use under the First
Amendment.

Currently, 28 U.S. states, the District of Columbia and the U.S.
territories of Guam and Puerto Rico allow the use of medical
cannabis. Voters in the states of Alaska, California, Colorado,
Maine, Massachusetts, Nevada, Oregon and Washington have approved
ballot measures to legalize cannabis for adult recreational use.
Such state and territorial laws are in conflict with the federal
CSA, which makes cannabis use and possession illegal at the
federal level. Because cannabis is a Schedule I controlled
substance, the development of a legal cannabis industry under the
laws of these states is in conflict with the CSA, which makes
cannabis use and possession illegal on a national level. The
United States Supreme Court has confirmed that the federal
government has the right to regulate and criminalize cannabis,
including for medical purposes, and that federal law
criminalizing the use of cannabis preempts state laws that
legalize its use.

In 2014, the United States House of Representatives passed an
amendment (the Rohrabacher-Farr Amendment) to
the Commerce, Justice, Science, and Related Agencies
Appropriations Bill, which funds the United States Department of
Justice (the DOJ). The Rohrabacher-Farr
Amendment prohibits the DOJ from using funds to prevent states
with medical cannabis laws from implementing such laws. In August
2016, a 9^th Circuit federal appeals court ruled in
United States v. McIntosh that the Rohrabacher-Farr
Amendment bars the DOJ from spending funds on the prosecution of
conduct that is allowed by state medical cannabis laws, provided
that such conduct is in strict compliance with applicable state
law. In March 2015, bipartisan legislation titled the
Compassionate Access, Research Expansion, and Respect States Act
(the CARERS Act) was introduced, proposing to
allow states to regulate the medical use of cannabis by changing
applicable federal law, including by reclassifying cannabis under
the Controlled Substances Act to a Schedule II controlled
substance and thereby changing the plant from a
federally-criminalized substance to one that has recognized
medical uses. More recently, the Respect State Marijuana Laws Act
of 2017 has been introduced in the U.S. House of Representatives,
which proposes to exclude persons who produce, possess,
distribute, dispense, administer or deliver marijuana in
compliance with state laws from the regulatory controls and
administrative, civil and criminal penalties of the CSA.

Although these developments have been met with a certain amount
of optimism in the cannabis industry, neither the CARERS Act nor
the Respect State Marijuana Laws Act of 2017 have yet been
adopted. In addition, the Rohrabacher-Farr Amendment, being an
amendment to an appropriations bill that must be renewed
annually, has not been renewed beyond April 28, 2017.
Furthermore, the ruling in United States v. McIntosh is
only applicable in the 9^th Circuit, which does not
include Colorado, the state where we currently primarily operate.
The new administration under President Trump has not yet
indicated whether it will change the previously stated policy of
low-priority enforcement of federal laws related to cannabis set
forth in the Cole Memo or FinCEN Guidelines. The Trump
administration could change this policy and decide to strongly
enforce the federal laws applicable to cannabis. Any such change
in the federal governments enforcement of current federal laws
could cause significant financial damage to us. While we do not
currently harvest, distribute or sell cannabis, we may be
irreparably harmed by a change in enforcement policies of the
federal government.

Additionally, as we are always assessing potential strategic
acquisitions of new businesses, we may in the future also pursue
opportunities that include growing and distributing medical or
recreational cannabis, should we determine that such activities
are in the best interest of the Company and our stockholders. Any
such pursuit would involve additional risks with respect to the
regulation of cannabis.

Any potential growth in the cannabis industry
continues to be subject to new and changing state and local laws
and regulations.

Continued development of the cannabis industry is dependent upon
continued legislative legalization of cannabis at the state
level, and a number of factors could slow or halt progress in
this area, even where there is public support for legislative
action. Any delay or halt in the passing or implementation of
legislation legalizing cannabis use, or its sale and
distribution, or the re-criminalization or restriction of
cannabis at the state level could negatively impact our business.
Additionally, changes in applicable state and local laws or
regulations could restrict the products and services we offer or
impose additional compliance costs on us or our customers and
tenants. Violations of applicable laws, or allegations of such
violations, could disrupt our business and result in a material
adverse effect on our operations. We cannot predict the nature of
any future laws, regulations, interpretations or applications,
and it is possible that regulations may be enacted in the future
that will be materially adverse to our business.

The cannabis industry faces significant opposition,
and any negative trends will adversely affect our business
operations.

We are substantially dependent on the continued market
acceptance, and the proliferation of consumers, of medical and
recreational cannabis. We believe that with further legalization,
cannabis will become more accepted, resulting in a growth in
consumer demand. However, we cannot predict the future growth
rate or future market potential, and any negative outlook on the
cannabis industry may adversely affect our business operations.

Large, well-funded business sectors may have strong economic
reasons to oppose the development of the cannabis industry. For
example, medical cannabis may adversely impact the existing
market for the current cannabis pill sold by mainstream
pharmaceutical companies. Should cannabis displace other drugs or
products, the medical cannabis industry could face a material
threat from the pharmaceutical industry, which is well-funded and
possesses a strong and experienced lobby. Any inroads the
pharmaceutical or any other potentially displaced, industry or
sector could make in halting or impeding the cannabis industry
could have a detrimental impact on our business.

We operate in a highly competitive
industry.

The markets for ancillary businesses in the medical marijuana and
recreational marijuana industries are competitive and evolving.
There is no material aspect of our business that is protected by
patents, copyrights, trademarks, or trade names, and we face
strong competition from larger companies that may offer similar
products and services to ours. Many of our current and potential
competitors have longer operating histories, significantly
greater financial, marketing and other resources and larger
client bases than us, and there can be no assurance that we will
be able to successfully compete against these or other
competitors.

Given the rapid changes affecting the global, national, and
regional economies generally and the medical marijuana and
recreational marijuana industries, in particular, we may not be
able to create and maintain a competitive advantage in the
marketplace. Our success will depend on our ability to keep pace
with any changes in our markets, particularly, legal and
regulatory changes. Our success will also depend on our ability
to respond to, among other things, changes in the economy, market
conditions, and competitive pressures. Any failure by us to
anticipate or respond adequately to such changes could have a
material adverse effect on our financial condition and results of
operations.

We may be unable to obtain capital to fully execute
our business plan.

Our business plan involves the acquisition of an additional 15
dispensaries over the next 12-18 month. We anticipate that we
will need additional capital in the future to fully execute our
business plan. However, there can be no assurance that we will be
able to obtain financing on agreeable terms, if at all, and any
future sale of our equity securities will dilute the ownership of
our existing stockholders and could be at prices substantially
below the price of the shares of common stock sold in the past.
If we are unable to obtain the necessary capital, we may need to
delay the implementation of, or curtail our business plan.

We face risks associated with strategic
acquisitions.

As an important part of our business strategy, we intend to
acquire additional dispensaries. These acquisitions involve a
number of financial, accounting, managerial, operational, legal,
compliance and other risks and challenges, including the
following, any of which could adversely affect our results of
operations:

		The applicable restrictions on cannabis industry and its participants may limit the number of available suitable businesses and dispensaries that we can acquire;
		Any acquired dispensary could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable;
		We may incur or assume significant debt in connection with our acquisitions;
		Acquisitions could cause our results of operations to differ from our own or the investment communitys expectations in any given period, or over the long term; and
		Acquisitions could create demands on our management that we may be unable to effectively address, or for which we may incur additional costs.

Additionally, following any business acquisition, we could
experience difficulty in integrating personnel, operations,
financial and other systems, and in retaining key employees and
customers.

Our future success depends on our ability to grow and
expand our customer base and operational territory.

Our success and the planned growth and expansion of our business
depend on our products and services achieving greater and broader
acceptance, resulting in a larger customer base, and on the
expansion of our operations into new areas and markets. However,
there can be no assurance that customers will purchase our
products, or that we will be able to continually expand our
customer base. Additionally, if we are unable to effectively
market or expand our product offerings, we will be unable to grow
and expand our business or implement our business strategy.

Operating in new markets may expose us to new operational,
regulatory or legal risks and subject us to increased compliance
costs. We may need to modify our existing business model and cost
structure to comply with local regulatory or other requirements.
Facilities we open in new markets may take longer to reach
expected revenue and profit levels on a consistent basis, may
have higher construction, occupancy or operating costs, and may
present different competitive conditions, consumer preferences
and spending patterns than we anticipate.

Any of the above could materially impair our ability to increase
sales and revenue.

Conditions in the economy, the markets we serve and
the financial markets generally may adversely affect our business
and results of operations.

Our business is sensitive to general economic conditions. Slower
economic growth, volatility in the credit markets, high levels of
unemployment, and other challenges that affect the economy
adversely could affect us and our customers and suppliers. If
growth in the economy or in any of the markets we serve slows for
a significant period, if there is a significant deterioration in
the economy or such markets or if improvements in the economy do
not benefit the markets we serve, our business and results of
operations could be adversely affected.

We depend on our management, certain key personnel
and board of directors, as well as our ability to attract, retain
and motivate qualified personnel.

Our future success depends largely upon the experience, skill,
and contacts of our officers and directors, and the loss of the
services of these officers or directors may have a material
adverse effect upon our business. Additionally, shortages in
qualified personnel could also limit our ability to successfully
implement our growth plan. As we grow, we will need to attract
and retain highly skilled experts in the cannabis industry, as
well as managerial, sales and marketing, security and finance
personnel. There can be no assurance, however, that we will be
able to attract and retain such personnel.

Our reputation and ability to do business may be
negatively impacted by the improper conduct by our business
partners, employees or agents.

We depend on third party suppliers to produce and timely deliver
our inventory. Products purchased from our suppliers are resold
to our customers. These suppliers could fail to produce products
to our specifications or quality standards and may not deliver
units on a timely basis. Any changes in our suppliers to resolve
production issues could disrupt our ability to fulfill orders.
Any changes in our suppliers to resolve production issues could
also disrupt our business due to delays in finding new suppliers.

Furthermore, we cannot provide assurance that our internal
controls and compliance systems will always protects us from acts
committed by our employees, agents or business partners in
violation of U.S. federal or state laws. Any improper acts or
allegations could damage our reputation and subject us to civil
or criminal investigations and related shareholder lawsuits,
could lead to substantial civil and criminal monetary and
non-monetary penalties, and could cause us to incur significant
legal and investigatory fees.

If we do not effectively manage changes in our
business, these changes could place a significant strain on our
management and operations.

Our ability to grow successfully requires that we have an
effective planning and management process. The expansion and
growth of our business could place a significant strain on our
management systems, infrastructure and other resources. To manage
our growth successfully, we must continue to improve and expand
our systems and infrastructure in a timely and efficient manner.
Our controls, systems, procedures and resources may not be
adequate to support a changing and growing company. If our
management fails to respond effectively to changes and growth in
our business, including acquisitions, this could have a material
adverse effect on the Companys business, financial condition,
results of operations and future prospects.

Catastrophic events may disrupt our
business.

Our inventory, dispensaries and overall operations are vulnerable
to damage or interruption from fires, floods, power losses,
telecommunications failures, cyber-attacks, terrorist attacks,
acts of war, human errors, break-ins and similar events.
Additionally, we rely on our third-party suppliers for our
inventory . In the event of a catastrophic event, we may be
unable to continue our operations and may endure system
interruptions, reputational harm, delays in our product
development, and lengthy interruptions in our services, breaches
of data security and loss of critical data, all of which could
have an adverse effect on our future operating results.

Any new or changes made to laws, regulations, rules
or other industry standards affecting our business may have an
adverse impact on our financial results.

We are subject to a number of foreign and domestic laws and
regulations that affect companies conducting business within the
cannabis industry, many of which are still evolving and could be
interpreted in ways that could harm our business. In the United
States, cannabis is currently classified as a Schedule I
controlled substance under the CSA and is, therefore, illegal
under federal law. Even in those states in which the use of
cannabis has been legalized to state laws, its use, possession or
cultivation remains a violation of federal law. A Schedule I
controlled substance is defined as one that has no currently
accepted medical use in the United States, a lack of safety for
use under medical supervision and a high potential for abuse. The
U.S. Department of Justice (the DOJ) defines Schedule I
controlled substances as the most dangerous drugs of all the drug
schedules with potentially severe psychological or physical
dependence.

Such conflict between federal laws and state laws regarding
cannabis has created a complicated environment for cannabis
businesses in regards to restrictive banking regulations,
interstate trade, IRS tax code and federal bankruptcy laws,
especially for companies that directly touch the plant such as
growers and distributors. For example, since the possession or
distribution of cannabis violates federal law, banks that provide
services may face the threat of prosecution or sanctions. As a
result of being denied banking services or direct access to
conventional loans, many of the companies that grow or distribute
cannabis directly are forced to transact business on a cash-only
basis.

The banking issues created by the federal laws have required the
cannabis industry to focus on viable alternatives and have
created opportunities for new providers, from finance companies
to security and software firms. The issue of interstate trade
requires companies that grow or distribute cannabis to duplicate
efforts within each state they wish to legally operate and has
limited the development of national brands. If we are unable to
raise capital or conduct operations as a result of various laws
and regulations, we may be unable to finance our activities which
would have an adverse impact on our operations and financial
results.

Our success will be dependent on our ability to
attract and retain key personnel.

We believe our success depends on the continued service of our
management personnel and upon our ability to attract and retain
qualified employees, independent contractors and consultants,.
The competition for qualified personnel is intense, and the loss
of key personnel or the inability to hire such personnel when
needed could have a material adverse impact on our results of
operation and financial condition.

Laws and regulations affecting the cannabis industry
are constantly changing, and this may affect our consumer base in
ways that we are unable to predict.

Local, state and federal medical cannabis laws and regulations
are broad in scope and subject to evolving interpretations. We
cannot predict the nature of any future laws, regulations,
interpretations or applications that may affect us, nor can we
determine what effect additional governmental regulations or
administrative policies and procedures, when and if promulgated,
could have on the vitality of the cannabis legalization movement
or the unification or popularity of the community in favor of
legalization, the members of which community form our anticipated
consumer base and underpin our business model.

Risks Related to Our Common Stock

There is not an active liquid trading market for the
Companys common stock.

The Companys common stock is quoted on the OTC Pink Market under
the symbol CYVA. However, there has been minimal reported trading
to date in the Companys common stock, and we cannot give an
assurance that an active trading market will develop. As a
result, investors may find it difficult to dispose of, or to
obtain accurate quotations of the price of, our securities. This
severely limits the liquidity of the common stock, and may
adversely affect the market price of our common stock. A limited
market may also impair our ability to raise capital by selling
shares of capital stock and may impair our ability to acquire
other companies or assets by using common stock as consideration.

If an active market for the Companys common stock develops, there
is a significant risk that the Companys stock price may fluctuate
dramatically in the future in response to any of the following
factors, some of which are beyond our control:

		variations in our quarterly operating results;
		announcements that our revenue or income are below analysts expectations;
		general economic slowdowns;
		sales of large blocks of the Companys common stock; and
		announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

Our common stock is subject to the penny stock rules
of the Securities and Exchange Commission, which may make it more
difficult for stockholders to sell our common
stock.

The SEC has adopted Rule 15g-9 which establishes the definition
of a penny stock, for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require that a broker or
dealer approve a persons account for transactions in penny
stocks, and the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.

In order to approve a persons account for transactions in penny
stocks, the broker or dealer must obtain financial information
and investment experience objectives of the person, and make a
reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prescribed by the SEC
relating to the penny stock market, which, in highlight form sets
forth the basis on which the broker or dealer made the
suitability determination, and that the broker or dealer received
a signed, written agreement from the investor prior to the
transaction.

Generally, brokers may be less willing to execute transactions in
securities subject to the penny stock rules. This may make it
more difficult for investors to dispose of the Companys common
stock if and when such shares are eligible for sale and may cause
a decline in the market value of its stock.

Because we became a public by means of a reverse
acquisition, we may not be able to attract the attention of
brokerage firms.

Because we became public through a reverse acquisition,
securities analysts of brokerage firms may not provide coverage
of us since there is little incentive to brokerage firms to
recommend the purchase of our common stock. No assurance can be
given that brokerage firms will want to conduct any secondary
offerings on behalf of the Company in the future.

Applicable regulatory requirements, including those
contained in and issued under the Sarbanes-Oxley Act of 2002, may
make it difficult for the Company to retain or attract qualified
officers and directors, which could adversely affect the
management of its business and its ability to obtain or retain
listing of its common stock.

We may be unable to attract and retain those qualified officers,
directors and members of board committees required to provide for
effective management because of the rules and regulations that
govern publicly held companies, including, but not limited to,
certifications by principal executive officers. The enactment of
the Sarbanes-Oxley Act has resulted in the issuance of a series
of related rules and regulations and the strengthening of
existing rules and regulations by the SEC, as well as the
adoption of new and more stringent rules by the stock exchanges.
The perceived increased personal risk associated with these
changes may deter qualified individuals from accepting roles as
directors and executive officers.

Further, some of these changes heighten the requirements for
board or committee membership, particularly with respect to an
individuals independence from the corporation and level of
experience in finance and accounting matters. We may have
difficulty attracting and retaining directors with the requisite
qualifications. If we are unable to attract and retain qualified
officers and directors, the management of its business and its
ability to obtain or retain listing of our shares of common stock
on any stock exchange (assuming we elect to seek and are
successful in obtaining such listing) could be adversely
affected.

Voting power of our shareholders is highly
concentrated in one shareholder.

Peach Management LLC currently beneficially owns 11% of our
outstanding common stock, as well as one thousand (1,000) shares
of Series A Preferred Stock which entitles it to 51% of the
voting power. In addition, to the Certificate of Designation for
of the Series A Preferred Stock, the Company is prohibited from
designating any other class or series of preferred stock without
first obtaining prior approval from the holder of the Series A
Preferred Stock. Such concentrated control of the Company may
adversely affect the price of our common stock. A shareholder
that acquires common stock will not have an effective voice in
the management of the Company.

We do not intend to pay dividends for the foreseeable
future.

We have paid no dividends on our common stock to date and we do
not anticipate paying any cash dividends to holders of our common
stock in the foreseeable future. While our future dividend policy
will be based on the operating results and capital needs of the
business, we currently anticipate that we will retain any
earnings to finance our future expansion and for the
implementation of our business plan. A lack of a dividend can
further affect the market value of our stock, and could
significantly affect the value of any investment in our Company.

Our stockholders may experience significant
dilution.

We have a significant number of warrants to purchase our common
stock outstanding, the exercise of which would be dilutive to
stockholders. In certain instances, the exercise prices are
subject to adjustment if we issue or sell shares of our common
stock or equity-based instruments at a price per share less than
the exercise price then in effect. In such case, both the
issuance and the adjustment would be dilutive to stockholders.

We may from time to time finance our future operations or
acquisitions through the issuance of equity securities, which
securities may also have rights and preferences senior to the
rights and preferences of our common stock. We may also grant
options to purchase shares of our common stock to our directors,
employees and consultants, the exercise of which would also
result in dilution to our stockholders.

Our articles of incorporation allow for our board to
create new series of preferred stock without further approval by
our stockholders, which could adversely affect the rights of the
holders of our common stock.

Our Board of Directors has the authority to fix and determine the
relative rights and preferences of preferred stock. Our Board of
Directors has the authority to issue, upon obtaining prior
consent from the holder of Series A Preferred Stock, up to
9,999,000 shares of our preferred stock without further
stockholder approval. As a result, our Board of Directors could
authorize the issuance of a series of preferred stock that would
grant to holders the preferred right to our assets upon
liquidation, the right to receive dividend payments before
dividends are distributed to the holders of common stock and the
right to the redemption of the shares, together with a premium,
prior to the redemption of our common stock. In addition, our
board of directors could authorize the issuance of a series of
preferred stock that has greater voting power than our common
stock or that is convertible into our common stock, which could
decrease the relative voting power of our common stock or result
in dilution to our existing stockholders. Although we have no
present intention to issue any additional shares of preferred
stock or to create any additional series of preferred stock, we
may issue such shares in the future.

As an issuer of penny stock, the protection provided
by the federal securities laws relating to forward looking
statements does not apply to us.

Although federal securities laws provide a safe harbor for
forward-looking statements made by a public company that files
reports under the federal securities laws, this safe harbor is
not available to issuers of penny stocks. As a result, we will
not have the benefit of this safe harbor protection in the event
of any legal action based upon a claim that the material provided
by us contained a material misstatement of fact or was misleading
in any material respect because of our failure to include any
statements necessary to make the statements not misleading. Such
an action could hurt our financial condition.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS

This Managements Discussion and Analysis or Plan of
Operations includes a number of forward-looking statements that
reflect Managements current views with respect to future events
and financial performance. You can identify these statements by
forward-looking words such as may, will, expect, anticipate,
believe, estimate and continue, or similar words. Those
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.

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 Securities and Exchange Commission.
Important factors currently known to management could cause
actual results to differ materially from those in forward-looking
statements. 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. 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. Factors that
could cause differences include, but are not limited to, expected
market demand for our products, fluctuations in pricing for our
products, and competition.

Business Overview

Cyberspace Vita was incorporated in the State of Nevada on
November 7, 2006. Its initial business plan was related to the
online sale of vitamins and supplements.

On May 11, 2017, Cyberspace Vita entered into an Exchange
Agreement with Cyberspace Vitas majority shareholder, Project
1493, LLC, a limited liability company organized under the laws
of the Commonwealth of Puerto Rico, and the sole member of 1493,
to which the member transferred all of the outstanding membership
interests of 1493 to Cyberspace Vita in exchange for 16,690,912
of its restricted shares of common stock and warrants to purchase
up to 3,000,000 shares of common stock at an exercise price of
$0.50 per share. As a result, 1493 became a wholly-owned
subsidiary of the Cyberspace Vita, and the member of 1493
acquired a controlling interest in Cyberspace Vita. For
accounting purposes, the Share Exchange was treated as an
acquisition of Cyberspace Vita and a recapitalization of 1493.
1493 is the accounting acquirer, and the results of its
operations carryover. Accordingly, the operations of Cyberspace
Vita are not carried over and have been adjusted to $0.

As a result of the acquisition of all the issued and outstanding
membership interest of 1493, we have now assumed 1493s business
operations as our own.

Nature of Operations

Project 1493 is a limited liability company organized in Puerto
Rico on March 17, 2017. The Company was formerly known as Grey
Finland Advisors, LLC (Grey), which was
organized under the laws of the Commonwealth of Puerto Rico on
March 24, 2011, and has had no operations since that time. The
Company filed a Certificate of Restoration on March 17, 2017 and
elected to change its name to Project 1493, LLC.

1493s business plan relates to the acquisition, development and
operation of medical marijuana dispensaries. 1493 intends to
initially operate in Puerto Rico and has executed two Memorandums
of Understanding (MOU) to acquire four cannabis dispensaries.
1493 anticipates potentially expanding into other markets located
within the U.S. and U.S. territories in the future. However,
there can be no assurance that we will expand into such markets.

Limited Operating History

There is no historical financial information about us which to
base an evaluation of our performance. As of the date of this
filing, we have not generated any revenues from our operations.
We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise in a complicated
regulatory environment.

The following discussion and analysis should be read in
conjunction with the audited financial statements for Cyberspace
Vita, Inc. for the period ended December 31, 2016 and
accompanying notes that appear as an exhibit to this Current
Report.

DESCRIPTION OF PROPERTY

We are currently in the process of purchasing four (4)
dispensaries as follows:

Property Name	Location	Description
Fajardo	Bo. Quebrada de Fajardo, Carr. #3 Km. 44.9, Fajardo, P.R. 00648	2,774 square feet
Carolina	65th Infantry Avenue, Km. 11.0, marginal 3, Lomas de Carolina, Carolina, P.R. 00987	2,500 square feet
Dorado	Paseo del Plata Shopping Center, Building No. 3, P.R. 696, int. Jos Efrn Avenue, Dorado, P.R., 00646	1,900 square feet
San Juan	Calle Andaluca 509, San Juan, Puerto Rico	1,500 square feet

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND
MANAGEMENT.

The following table sets forth certain information with respect
to the beneficial ownership of our voting securities following
the completion of the reverse merger described in Items 1.01 and
3.02 of this report by (i) any person or group owning more than
5% of any class of voting securities; (ii) our director and chief
executive officer; (iii) our chief financial officer; and (iv)
all executive officers and directors as a group as of May 9,
2017. Unless otherwise indicated, the address of all listed
stockholders is c/o Cyberspace Vita, Inc., Cond. Madrid Suite
304, 1760 Loiza Street, San Juan, Puerto Rico 00911.

Name of Beneficial Owner	Common Stock Beneficially Owned			Percentage of Common Stock
Directors and Officers:

Leslie Ball		335,000	(1)		1.11	%

Thomas Gingerich		150,000	(1)		*	%

All officers and directors as a group (2 person)		485,000			1.60	%

Beneficial owners of more than 5%:

Peter Zachariou (2)		1,800,000	(3)		6.00	%

Peach Management LLC		19,690,912	(4)(5)		63.48	%

Keith Jensen		9,416,667	(6)		29.27	%

* Less than 1%

	(1)	Includes warrants to purchase up to 100,000 shares of the Companys common stock exercisable within 60 days.
	(2)	The address of Peter Zachariou is 132 Calo Den Real, 07830 San Josep, Ibiza, Spain.
	(3)	Includes 100,000 shares withheld by the Company to the terms of the Exchange Agreement.
	(4)	Represents (i) 16,690,912 shares of the Companys common stock and (ii) warrants to purchase up to 3,000,000 shares of the Companys common stock, exercisable within 60 days.
	(5)	Does not include shares of Series A Preferred Stock held by the shareholder, which gives the holder 51% of the voting power of the Company.
	(6)	Represents (i) 7,243,590 shares of the Companys common stock and (ii) warrants to purchase up to 2,173,077 shares of the Companys common stock, exercisable within 60 days.

DIRECTORS AND EXECUTIVE OFFICERS

In connection with the change in control of the Company on May
11, 2017, Alexander Diener, our previous Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and sole director
resigned from all of his positions with the Company effective May
11, 2017. Concurrently therewith, Leslie Ball was appointed to
serve as our Chief Executive Officer and director, and Thomas
Gingerich was appointed to serve as our Chief Financial Officer.

Set forth below is certain information concerning our current
director and officers, following the reverse merger:

Name	Age	Positions Held

Leslie Ball		Chief Executive Officer

Thomas Gingerich		Chief Financial Officer

Leslie Ball serves as a member of our
board of directors and is our Chief Executive Officer. Mr. Ball
has served as Vice Chairman of the Board of Directors of Cinsay,
Inc. since 2009. Before that, Mr. Ball was the Chief Executive
Officer and president of Corral West Ranchwear. Under his
guidance, the company became one of the largest retailers of
western and workware and grew to 140 locations in the United
States. At Montgomery Ward Corporation, Mr. Ball was President of
Softgoods and Foreign Offices as well as Executive Vice
President, where he headed its apparel business. His retail
experience also encompasses another 22 years in various executive
roles at R.H. Macy, Inc., including President of Macys East,
President of Macys Wholesale, President of Macys South, and
Chairman and Chief Executive Officer of Macys Midwest. Mr. Ball
attended the Detroit Institute of Technology.

Thomas Gingerich is our Chief Financial
Officer. He has 33 years of accounting experience in public and
private practice, specializing in tax compliance, structures and
tax planning. He is a former Partner at Lain, Faulkner Co, PC
specializing in forensic accounting. He is a Certified Public
Accountant and a member of the American Institute of Certified
Public Accountants.

Board Leadership Structure and Role in Risk
Oversight

Due to the small size and early stage of the Company, we have not
adopted a formal policy on whether the Chairman and Chief
Executive Officer positions should be separate or combined.

Our Board of Directors is primarily responsible for overseeing
our risk management processes on behalf of the Company. The Board
of Directors receives and reviews periodic reports from
management, auditors, legal counsel, and others, as considered
appropriate regarding our companys assessment of risks. The Board
of Directors focuses on the most significant risks facing our
company and our companys general risk management strategy, and
also ensures that risks undertaken by our Company are consistent
with the boards appetite for risk. While the board oversees our
companys risk management, management is responsible for
day-to-day risk management processes. We believe this division of
responsibilities is the most effective approach for addressing
the risks facing our company and that our board leadership
structure supports this approach.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not
been involved in any of the following events during the past ten
years:

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	4.	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

There are currently no committees of the Board of Directors, and
the Company does not presently have a director who meets the
definition of an audit committee financial expert.

Code of Ethics

Our board of directors intends to adopt a code of ethics that our
officers, directors and any person who may perform similar
functions will be subject to.

EXECUTIVE COMPENSATION

No past officer or director of the Company has received any
compensation and none is due or payable prior to the reverse
merger. Our former sole officer and director, Alexander Diener,
did not receive any compensation for the services he rendered to
the Company, has not received compensation in the past, and is
not accruing any compensation to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company for the benefit of the Companys employees prior to the
reverse merger. In addition, no compensation has been paid or due
to our current officers and director.

Employment Agreements with Named Officers

We have not entered into employment agreements our officer but
anticipate entering into such agreement in the near future. It is
anticipated that such agreement would contain provisions
regarding compensation, and other applicable terms relating to
competition and term of employment.

Outstanding Equity Awards at Fiscal Year-End

We have not granted any equity or option awards to our executive
officers as of December 31, 2016.

Director Compensation

We have not paid any compensation to our directors as of December
31, 2016.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Peach Management LLC, an entity owned which is controlled by one
of our shareholders, advanced $40,734 to the Company for various
prepaid expenses for professional fees and restoration fees for
the Company to be in compliance with Puerto Rico laws.

On April 18, 2017 Peach Management LLC made a short term advance
of $150,000 to the Company. The proceeds of the loan were used as
a 50% deposit for the purchase of the first three dispensaries,
according to the Memorandum of Understanding with Puerto Rico
Industrial Commercial Holdings Biotech Corporation
(PRICHBC).

Director Independence

Company currently has one director who does not meet the
definition of independent.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

The Companys common stock is quoted on the OTC Pink Market under
the symbol CYVA. There has been minimal reported trading to date
in the Companys common stock.

The following table sets forth the high and low closing bid
prices for our common stock for the fiscal quarter indicated as
reported on the OTC. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not
represent actual transactions.

Period	High		Low
January 1, 2015-March 31, 2015	$	1.00	$	1.00
April 1, 2015-June 30, 2015	$	1.00	$	1.00
July 1, 2015-September 30, 2015	$	1.00	$	1.00
October 1, 2015-December 31, 2015	$	1.00	$	1.00
January 1, 2016-March 31, 2016	$	1.00	$	1.00
April 1, 2016-June 30, 2016	$	1.00	$	0.96
July 1, 2016-September 30, 2016	$	0.96	$	0.96
October 1, 2016-December 31, 2016	$	0.96	$	0.50
January 1, 2017 March 31, 2017	$	0.96	$	0.72
April 1, 2017 May 9, 2017	$	0.96	$	0.96

As of May 9 2017, there were approximately 28 holders of record
of the Companys common stock.

Dividends

The Company has never declared or paid any cash dividends on its
common stock. The Company currently intends to retain future
earnings, if any, to finance the expansion of its business. As a
result, the Company does not anticipate paying any cash dividends
in the foreseeable future.

Securities Authorized for Issuance Under Equity
Compensation Plans

The Company has not adopted any equity compensation plans.

LEGAL PROCEEDINGS

We are not currently involved in any litigation or similar
proceedings.

RECENT SALES OF UNREGISTERED SECURITIES

Share Exchange Agreement

On May 11, 2017, Cyberspace Vita, Inc., a Nevada corporation (the
Company) entered into a share exchange agreement
(the Exchange Agreement) with Peter Zachariou,
the majority shareholder of the Company (the
Shareholder), Project 1493, LLC, a limited
liability company organized under the laws of the Commonwealth of
Puerto Rico (), and the sole member of 1493 (the Member),
to which the Member transferred all of the outstanding membership
interests of 1493 to the Company in exchange for 16,690,912
restricted shares of common stock of the Company (the Exchange
Shares) and warrants to purchase up to 3,000,000 shares of common
stock at an exercise price of $0.50 per share for a period of
three (3) years from the date of issuance (the Exchange Warrants,
and together with the Exchange Shares, the Exchange Securities).
The transaction closed on May 11, 2017 (the Closing
Date).

Debt Exchange Agreement

On May 11, 2017, the Company also entered into a debt exchange
agreement (the Debt Exchange) with Fountainhead
Capital Management Limited (Fountainhead), a
related party, whereby Fountainhead agreed to cancel a promissory
note in the aggregate amount of $510,652 plus accrued interest of
$129,265. As consideration, Fountainhead received an aggregate of
1,800,000 shares of the Companys common stock, of which 200,000
shares of common stock have already been issued.

Private Placement Offering

On May 11, 2017, the Company entered into a subscription
agreement (the Subscription Agreement) with
selected accredited investors (each, an Investor
and, collectively, the Investors). to the terms
of the Subscription Agreement, the Company had the right to sell
in a private placement (the Offering) a minimum
of $1,000,000 and up to a maximum of $3,300,000 of its
securities, consisting of (i) shares of its common stock
(Shares), and (ii) warrants to purchase shares
of common stock (the Warrants), at a purchase
price of $0.39 per Share. Each Warrant shall be exercisable at
any time on or after the date of issuance for a period of three
(3) years at an exercise price per share equal to $0.50 per
share, subject to adjustment as provided in the agreement
evidencing the Warrants. The number of shares of common stock
underlying the Warrants is equal to 30% of the number of Shares
issued to each Investor in the Offering (the Warrant
Shares).

The Offering closed on May 11, 2017. The Company issued a total
of 8,461,538 Shares and 2,538,462 Warrants to purchase up to
2,538,462 for total gross proceeds of $3,300,000.

Other Issuances

In connection with the foregoing issuances, the Company relied
upon the exemption from securities registration provided by
Section 4(a)(2) under the Securities Act for transactions not
involving a public offering.

DESCRIPTION OF SECURITIES

Authorized and Outstanding Capital Stock

We have authorized 100,000,000 shares of common stock, par value
$0.001, of which 30,000,000 are currently issued and outstanding.
We currently have 9,999,000 shares of blank check preferred
stock, and 1,000 shares of Series A Preferred Stock.

Common Stock

The holders of our common stock are entitled to one vote per
share. In addition, the holders of our common stock will be
entitled to receive ratably dividends, if any, declared by our
board of directors out of legally available funds; however, the
current policy of our board of directors is to retain earnings,
if any, for operations and growth. Upon liquidation, dissolution
or winding-up, the holders of our common stock will be entitled
to share ratably in all assets that are legally available for
distribution. The holders of our common stock will have no
preemptive, subscription, redemption or conversion rights. The
rights, preferences and privileges of holders of our common stock
will be subject to, and may be adversely affected by, the rights
of the holders of any series of preferred stock, which may be
designated solely by action of our board of directors and issued
in the future.

Series A Preferred Stock

The holder of Series A Preferred Stock shall have full voting
right and shall vote together as a single class with the holders
of the Companys common stock. The holder of Series A Preferred
Stock are entitled to fifty-one percent (51%) of the total votes
on all matters brought before shareholders of the Company,
regardless of the actual number of shares of Series A Preferred
Stock then outstanding. In addition, the Company is prohibited
from issuing any other class of preferred stock without first
obtaining the prior approval of the holders of Series A Preferred
Stock.

Blank Check Preferred Stock

Our board of directors will be authorized, subject to any
limitations prescribed by law, without further vote or action by
our stockholders, to issue from time to time shares of preferred
stock in one or more series. Each series of preferred stock will
have the number of shares, designations, preferences, voting
powers, qualifications and special or relative rights or
privileges as shall be determined by our board of directors,
which may include, among others, dividend rights, voting rights,
liquidation preferences, conversion rights and preemptive rights.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither our Articles of Incorporation nor Bylaws prevent us from
indemnifying our officers, directors and agents to the extent
permitted under the Nevada Revised Statute (NRS). NRS Section
78.7502 provides that a corporation shall indemnify any director,
officer, employee or agent of a corporation against expenses,
including attorneys fees, actually and reasonably incurred by him
in connection with any the defense to the extent that a director,
officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to Section 78.7502(1) or 78.7502(2), or in
defense of any claim, issue or matter therein.

NRS 78.7502(1) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including
attorneys fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the
action, suit or proceeding if he: (a) is not liable to NRS
78.138; or (b) acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys fees actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (a) is not liable to NRS
78.138; or (b) acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion
of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by
specific statute, no director or officer of a corporation is
individually liable for a debt or liability of the corporation,
unless the director or officer acts as the alter ego of the
corporation. The court as a matter of law must determine the
question of whether a director or officer acts as the alter ego
of a corporation.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us to the foregoing provisions, we have been informed
that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed
hereby in the Securities Act and we will be governed by the final
adjudication of such issue.

Item 3.02 Unregistered Sales of Equity
Securities.

Reference is made to the disclosure made under Item 1.01 and 2.01
which are incorporated herein by reference.

Item 4.01 Changes in Registrants Certifying
Accountant.

None.

Item 5.01 Changes in Control of Registrant

The information set forth in Item 1.01 and Item 2.01 of this
Current Report on Form 8-K is incorporated by reference to this
Item 5.01.

Item 5.02 Departure of Directors and Principal Officers,
Election of Directors, Appointment of Principal Officers

Reference is made to the disclosure made under Item 1.01 and Item
2.01 which is incorporated herein by reference. For certain
biographical and other information regarding the newly appointed
officers and directors, see the disclosure under the heading
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
under Item 2.01 which disclosure is incorporated herein by
reference.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On May 11, 2017, the Company filed a certificate of designation
designating 1,000 shares of Series A preferred stock (the
Preferred Stock). The holder of Preferred Stock
shall have full voting right and shall vote together as a single
class with the holders of the Companys common stock. The holder
of the Preferred Stock is entitled to fifty-one percent (51%) of
the total votes on all matters brought before shareholders of the
Company, regardless of the actual number of shares of Preferred
Stock then outstanding. In addition, the Company is prohibited
from issuing any other class of preferred stock without first
obtaining the prior approval of the holders of Preferred Stock.

Item 5.06 Change in Shell Company Status.

As a result of the consummation of the Exchange Agreement
described in Item 1.01 of this Current Report on Form 8-K, we are
no longer a shell corporation as the term is defined in Rule 405
of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of Project 1493, LLC are included
following the page.

(b) Pro forma financial information. See exhibit 99.1.

(d) Exhibits

Exhibit Number		Description
3.1		Articles of Incorporation
3.2		By-Laws
3.3		Certificate of Designation for Series A Preferred Stock
10.1		Share Exchange Agreement, by and among Cyberspace Vita, Inc., Peter Zachariou, the majority shareholder of the Company, Project 1493, LLC, and the sole member of Project 1493, LLC, dated May 11, 2017
10.2		Form of Debt Exchange Agreement
10.3		Form of Subscription Agreement
10.4		Form of Warrant
23.1		Consent of Turner, Stone Company
99.1		Pro-Forma Financial Information

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

	CYBERSPACE VITA, INC.

Dated: May 15, 2017	By:	/s/ Leslie Ball
	Name:	Leslie Ball
	Title:	Chief Executive Officer

Project 1493, LLC

Balance Sheet

April 30, 2017

Assets

Current Assets
Prepaid Expenses	$	21,734
Total Current Assets		21,734

Other Assets
Deposit (Note 7)		150,000
Total Other Assets		150,000

Total Assets	$	171,734

Liabilities and Member Equity

Current Liabilities
Advances Payable, related party (Note 5)	$	20,734
Short term advance, related parties (Notes 5 and 6)		150,000
Total Current Liabilities		170,734

Total Liabilities		170,734

Commitments and Contingencies (Note 7)

Member Equity (Note 3)

Member equity		1,000

Total Member Equity		1,000

Total Liabilities and Member Equity	$	171,734

The accompanying footnotes are an integral part of this financial
statement.

F-

Project 1493, LLC

Notes to Balance Sheet

April 30, 2017

1. Nature of Operations

Project 1493, LLC (Company) was organized under the laws of the
Commonwealth of Puerto Rico on March 17, 2017. The Company was
formerly known as Grey Finland Advisors, LLC (Grey), which was
organized under the laws of the Commonwealth of Puerto Rico on
March 24, 2011, and has had no operations since that time. The
Company filed a Certificate of Restoration on March 17, 2017 and
elected to change its name to Project 1493, LLC.

The Company will operate licensed cannabis dispensaries
throughout Puerto Rico. Currently, the Company is focused on
identifying sites, purchasing pre-qualifications to dispensary
licenses, building sites and opening dispensaries for service.
The Company has executed two Memorandums of Understanding (MOU)
to acquire four cannabis dispensaries. (Note 7).

Omitted financial statements

Since the Company has had nominal activity since its inception
through April 30, 2017, the Company is omitting the Statement of
Operations and Statement of Cash Flows. The Company has had
nominal equity activity since inception through April 30, 2017.
As of April 30, 2017 the sole member contributed $1,000. See Note
3.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet of the Company has been prepared in accordance
with generally accepted accounting principles in the United
States of America.

Use of Estimates and Assumptions

The preparation of the balance sheet in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the balance sheet.

Cash and cash equivalents

The Company considers all cash on hand, cash in banks and all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash and cash equivalents. At times, cash
and cash equivalent balances at a limited number of banks and
financial institutions may exceed insurable amounts. The Company
believes it mitigates its risks by depositing cash or investing
in cash equivalents in major financial institutions. At April 30,
2017 the Company had no cash.

Revenue Recognition

The Company will recognize revenue when:

		Persuasive evidence of an arrangement exists:
		Delivery has occurred;
		Price is fixed or determinable; and
		Collectability is reasonably assured.

F-

The Company follows the provisions of the Financial Accounting
Standards Board (FASB) Accounting Standards Codification Topic
(ASC) 605, Revenue Recognition, which includes the guidelines of
Staff Accounting Bulletin No. 104 as described above.

Fair Value of Financial Instruments

The carrying value of the Companys current liabilities
approximates fair value because of the short maturity of these
instruments. Unless otherwise noted, it is managements opinion
the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.

Income Taxes

The Company will follow the accrual method of accounting for
income taxes. Under this method, deferred income tax assets and
liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement
carrying values and their respective income tax basis (temporary
differences). The effect on the deferred income tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. The Company was
organized under the laws of the Commonwealth of Puerto Rico, and
therefore will be taxed at normal U.S. Federal corporate income
tax rates.

Recent Accounting Pronouncements

As of April 30, 2017 and through May 10, 2017, there were several
new accounting pronouncements issued by the Financial Accounting
Standards Board. Each of these pronouncements, as applicable, has
been or will be adopted by the Company. Management does not
believe the adoption of any of these accounting pronouncements
has had or will have a material impact on the Companys financial
position or future operating results. The Company will monitor
these emerging issues to assess any potential future impact on
its financial statements.

3. Member Equity

On March 17, 2017, the Company authorized the issuance of 1,000
units to Peach Management, LLC (Peach) for $1,000, used for
prepaid expenses on behalf of the Company. Peach is beneficially
owned 100% by Christian Briggs, the Companys sole manager.

4. Income Taxes

Deferred income taxes are reported using the liability method.
Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment. Current and accumulated
deferred tax benefit will be at the effective U.S. Federal
corporate income tax rates.

F-

5. Related Party Transactions

Since inception of the Company through April 30, 2017, Peach
advanced $20,734, unsecured and payable upon demand, to the
Company for various prepaid expenses for professional fees and
restoration fees for the Company to be in compliance with Puerto
Rico laws. The advance does not bear interest or accrue interest.

On April 18, 2017 Peach made a short term advance of $150,000 to
the Company. The proceeds of the loan were used as a 50% deposit
for the purchase of the first three dispensaries, according to
the Memorandum of Understanding with Puerto Rico Industrial
Commercial Holdings Biotech Corporation (PRICHBC), an unrelated
third party. See Note 7.

6. Short Term Advance

On April 18, 2017 the Company entered into an unsecured short
term advance from Peach of $150,000, payable upon demand. The
short term advance does not carry an interest rate and is not
subject to an interest accrual.

7. Commitments and Contingencies

Reverse Acquisition

On March 22, 2017 the Company entered a binding term sheet (term
sheet) with Cyberspace Vita, Inc. (CVI) whereby CVI will acquire
100% of the membership interests of the Company. The anticipated
closing date was April 1, 2017, but was amended on April 28, 2017
to extend the transaction until May 31, 2017. CVI is a publicly
traded company listed on the OTC markets. The Company will enter
into a securities exchange agreement with CVI which exchange
shall qualify as a tax-free reorganization under the U.S.
Internal Revenue Code, and

About CYBERSPACE VITA, INC. (OTCMKTS:CYVA)
Cyberspace Vita, Inc. is a development-stage and shell company. The Company’s business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture or partnership. The Company’s original business plan was to create and conduct an online business for the sale of vitamins and supplement on the Internet. The Company may enter into a combination with a private business engaged in various line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. The Company has not generated any revenues. CYBERSPACE VITA, INC. (OTCMKTS:CYVA) Recent Trading Information
CYBERSPACE VITA, INC. (OTCMKTS:CYVA) closed its last trading session 00.000 at 0.960 with 1,100 shares trading hands.