Notes
to Financial Statements
1.
ORGANIZATION AND DESCRIPTION OF BUSINESS
Grapefruit
USA, Inc (“we”, “our”, “us”, “GBI”, “Grapefruit”, or “the Company”)
was formed as a California corporation on August 28, 2017 and began operating in September 2017.
On
July 10, 2019, Grapefruit closed the Share Exchange after the completion of all conditions subsequent contemplated by the Share
Exchange Agreement among the parties thereto ( “SEA”), by which Imaging3, Inc. (“IGNG”) was acquired in
a reverse acquisition (the “Acquisition”) by the former shareholders of Grapefruit, the accounting acquirer. Under
the terms of the SEA executed on May 31, 2019, IGNG became obligated to issue to Grapefruit’s existing shareholders that
number of newly issued restricted IGNG common shares such that the former Grapefruit shareholders (now new IGNG shareholders)
will own approximately 81% of the post-Acquisition IGNG common shares and the current IGNG shareholders will retain 19% of the
post-Acquisition IGNG common shares. At the time of the execution of the SEA, IGNG had approximately 85,218,249 outstanding shares
of common stock. Therefore, IGNG issued to Grapefruit’s shareholders 362,979,114 IGNG common shares to Grapefruit’s
current shareholder on a pro rata basis with their then-current ownership of Grapefruit of which Bradley Yourist and Daniel J.
Yourist own a combined 72.26%, or approximately 259,967,136 shares. Accordingly, the financial statements are prepared using the
acquisition method of accounting with GBI as the accounting acquirer and IGNG treated as the legal acquirer and accounting acquiree.
For accounting purposes, the reverse merger was treated as a recapitalization.
The
Company has applied for and received our Distribution renewal licensure which allows us to operate through May 13, 2021. Our provisional
Manufacturing license must be renewed prior to June 14, 2020. The California Department of Health, Manufactured Cannabis Division
has advised us that we will receive our manufacturing license renewal application no earlier than sixty (60) days prior to our
current license’s expiration date. Grapefruit anticipates no issues with its renewal application and expects to receive
it prior to June 2020. Grapefruit has not yet applied for a license to cultivate and will not until construction has begun on
our cultivation facility. We own two acres of fully entitled cannabis real property located in the Coachillin’ Industrial
Cultivation and Ancillary Canna-Business Park. The location within Coachillin’ allows the Company to apply for and hold
every cannabis license available under the California Cannabis laws.
We
intend on building out the real property into a distribution, manufacturing and high-tech cultivation facility to further its
goal to become a seed to sale, fully vertically integrated Cannabis and CBD product Company. Grapefruit’s plans include
an indoor 22,000 square foot multi-tiered canopy and adjoining tissue culture rooms.
We
became members of the Indian Canyon and 18th Property Association on September 19, 2017 and have an ownership interest of 1.46%
based upon the 77,156 gross parcel square foot of our property located in an approximately 5.3 million square foot facility. As
of March 31, 2020, the common areas continue to be built throughout the entire canna-business park and are not complete.
2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles
(“U.S. GAAP”).
The
audited financial statements as of December 31, 2019 and December 31, 2018, and for the year ended December 31, 2019 and December
31, 2018, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial
information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations
and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results
expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for
complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited
financial statements and notes filed with the SEC for the year ended December 31, 2018.
Use
of Estimates – The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates,
assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of our financial statements and the reported amounts of revenues and expenses during the periods presented.
We
make our estimate of the ultimate outcome for these items based on historical trends and other information available when our
financial statements are prepared. We recognize changes in estimates in accordance with the accounting rules for the estimate,
which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions
and judgments are reasonable, based upon information available at the time they were made. Our actual results could differ from
these estimates, making it possible that a change in these estimates could occur in the near term. The company’s most significant
estimates related to useful life for depreciation, the value of long-lived assets and related impairment, and provision for income
taxes of property and equipment.
Inventory
– Inventory is comprised of raw material, work in process and finished goods. The raw material ending balance as
of December 31, 2019 and 2018 was zero. Work in process ending balance as of December 31, 2019 and 2018 was zero. The cost of
finished goods is recorded at lower of cost or market. Finished goods ending balance as of December 31, 2019 and 2018 was $263,985
and zero, respectively.
As
of December 31, 2018, we had not completed our manufacturing extraction lab and did not maintain any inventory balances.
We
periodically review the value of our inventory and provide a write-down of inventory based on our assessment of the market conditions.
Any write-down is charged to cost of revenues.
Property,
Plant and Equipment, net – Our property and equipment are recorded at cost. Assets held under capital leases are
capitalized at the commencement of the lease at the lower of the present value of minimum lease payments at the inception of the
lease or fair value. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method
over estimated useful lives of four to seven years, and amortization is computed using the straight-line method over the life
of the applicable lease. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation
are removed from our accounts and any resulting gain or loss is reflected in our consolidated statements of operations.
Land
Improvements – Our land improvements are recorded at cost provided by our property association. These costs will
continue to be capitalized until construction has been completed. Land improvements will not be depreciated after the construction
has been completed by the property association.
Long-Lived
Assets Impairment Assessment – Our long-lived assets are subject to an impairment test if there is an indicator
of impairment. The carrying value and ultimate realization of these assets is dependent upon our estimates of future earnings
and benefits that we expect to generate from their use. If our expectations of future results and cash flows are significantly
diminished, other long-lived assets may be impaired and the resulting charge to operations may be material. When we determine
that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of one or more
indicators of impairment, we use the projected undiscounted cash flow method or realizable value to determine whether an impairment
exists, and then measure the impairment using discounted cash flows.
Revenue
Recognition – The Company derives revenues from the sale of product in accordance to ASC Topic 606. Revenues are
recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration
the Company expects to be entitled to in exchange for transferring those goods or services.
Revenue
is recognized based on the following five step model:
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-
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Identification of
the contract with a customer
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-
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Identification of
the performance obligations in the contract
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-
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Determination of
the transaction price
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-
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Allocation of the
transaction price to the performance obligations in the contract
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-
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Recognition of revenue
when, or as, the Company satisfies a performance obligation
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Performance
Obligations
Sales
of products are recognized when all the following criteria are satisfied: (i) a contract with an end user exists which has commercial
substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed
its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists
once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is
not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products
typically transfers when title and risk of ownership of the product has transferred to the customer. For contracts with multiple
performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on
the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The
Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus
margin approach when one is not available. Historically the Company’s contracts have not had multiple performance obligations.
The large majority of the Company’s performance obligations are recognized at a point in time related to the sale of products.
Cost
of Goods Sold – Our cost of goods sold includes the costs directly attributable to revenue recognized and includes
expenses related to the production, packaging and labeling of cannabis products; personnel-related costs, fees for third-party
services, such as testing and transportation costs related to our distribution services.
Basic
and Diluted Net Income Per Share – Basic net income per share is based upon the weighted average number of common
shares outstanding. Diluted net income per share assumes that all dilutive convertible shares and stock options were converted
or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed
to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used
to purchase common stock at the average market price during the period. During 2018, potentially dilutive securities were excluded
from the computation of weighted average shares outstanding-diluted because their effect was anti-dilutive.
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December
31, 2019
|
|
|
December
31, 2018
|
|
Numerator:
|
|
|
|
|
|
|
|
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Net
income attributable to common shareholders
|
|
$
|
(4,609,033
|
)
|
|
|
(366,506
|
)
|
Denominator:
|
|
|
|
|
|
|
|
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Weighted-average
number of common shares outstanding during the period
|
|
|
140,042,737
|
|
|
|
10,058,462
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|
Dilutive
effect of stock options, warrants, and convertible promissory notes
|
|
|
-
|
|
|
|
-
|
|
Common
stock and common stock equivalents used for diluted earnings per share
|
|
$
|
140,042,737
|
|
|
$
|
10,058,462
|
|
Derivative
Financial Instruments - The Company generally does not use derivative financial instruments to hedge exposures to cash-flow
risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing
to fund its business needs, including convertible notes and warrants and other instruments not indexed to our stock. The Company
is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized
in earnings in accordance with ASC 815. The Company’s only asset or liability measured at fair value on a recurring basis
is its derivative liability associated with warrants to purchase common stock and convertible notes.
Fair
Value of Financial Instruments – We value our financial assets and liabilities using fair value measurements. Fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether
the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments
within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy
is prioritized into three levels (with Level 3 being the lowest) defined as follows:
Level
1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level
2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active
markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated with observable market data.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that
use significant unobservable inputs.
The
carrying amount of our cash and cash equivalents approximates fair value because of the short-term nature of the instruments.
The carrying amount of our notes payable at December 31, 2019, approximates their fair values based on comparable borrowing
rates available to the company. The Company evaluated the fair market value of LVCA using Level 3 inputs. From that measurement,
the Company recorded an impairment of LVCA.
There
have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets
or liabilities for the year ended December 31, 2019. No derivatives pre acquisition.
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Level 1
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Level 2
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Level 3
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Total
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Derivative Liabilities 2019
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$
|
-
|
|
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$
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-
|
|
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$
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1,433,597
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|
|
$
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1,433,597
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|
Derivative Liabilities 2018 (pre acquisition)
|
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$
|
-
|
|
|
$
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-
|
|
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$
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-
|
|
|
$
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-
|
|
Income
Taxes – Income tax assets and liabilities are recorded using the asset and liability method. Under the asset and
liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial
statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and
tax credit carryovers. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset
is realized, or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized
in income in the period that enactment occurs. To the extent that we do not consider it more likely than not that a future tax
asset will be recovered, we will provide a valuation allowance against the excess.
We
follow the provisions of ASC 740, Income Taxes. Because of ASC 740, we make a comprehensive review of our portfolio of
tax positions in accordance with recognition standards established by ASC 740.
When
tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in our consolidated financial statements in the period during which, based
on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including
the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that
is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits
associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized
tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable
to the taxing authorities upon examination.
We
have created our tax provision leveraging known tax court cases involving various marijuana dispensaries and other cannabis related
businesses, including the section of the IRS Tax code of 280E. The U.S. Tax Code Section 280E is the federal statute that states
that a business engaging in the trafficking of a Schedule I or II controlled substance, which includes cannabis and cannabis related
products, are barred from taking the tax deductions or credits in their federal tax returns which are not considered as part of
the business’ cost of goods sold. Given the guidance offered by the Tax code 280E we have prepared our tax provision according
to this tax code.
Interest
and penalties associated with unrecognized tax benefits, if any, are classified as interest expense and penalties and are included
in selling, general and administrative expenses in our consolidated statements of operations.
On
December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the
U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes
in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S.
tax. The enactment of U.S. tax reform had no significant impact on our income taxes for the year ended December 31, 2019 and 2018,
respectively.
Research
and Development Expenses – Research and development (“R&D”) costs are charged to expense as incurred.
Our R&D expenses include, but are not limited to, consulting service fees and materials and supplies used in the development
of our proprietary products and services.
General
and Administrative Expenses – General and administrative expenses consist primarily of personnel-related costs,
fees for professional and consulting services, travel costs, rent, bad debt expense, general corporate costs, and other costs
of administration such as human resources, finance and administrative roles.
Commitments
and Contingencies – Certain conditions may exist as of the date our financial statements are issued, which may result
in a loss, but which will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings
that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of the
legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates
that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material,
would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
Net
Loss Per Share – We compute net loss per share in accordance with ASC 260, Earnings per Share. Under the
provisions of ASC 260, basic net loss per share includes no dilution and is computed by dividing the net loss available to common
stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net
loss per share takes into consideration shares of common stock outstanding (computed under basic net loss per share) and potentially
dilutive securities that are not anti-dilutive.
Cash
and Cash Equivalents – The Company considers all highly liquid investment securities with remaining maturities at
the date of purchase of three months or less to be cash equivalents. Cash equivalents may be invested in money market funds, certificates
of deposit or other interest-bearing accounts.
Concentration
of Credit Risk – Financial instruments that potentially subject us to credit risk consist of cash. We maintain our
cash with high credit quality financial institutions; at times, such balances with any one financial institution may not be insured
by the FDIC.
Accounts
Receivable and Revenue – The accounts receivable balance was $0 as of December 31, 2019 and 2018. In 2019, 70% of
net revenues generated were the result of two transactions with one customer in the first quarter. In 2018, 75% of the net revenues
generated with once customer in the last two quarters.
Recently
Issued Accounting Pronouncements – From time to time, the FASB or other standards setting bodies issue new accounting
pronouncements. Updates to the FASB ASCs are communicated through issuance of an Accounting Standards Update (“ASU”).
Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future,
is not expected to have a material impact on our condensed consolidated financial statements upon adoption.
Recently
Issued Accounting Pronouncements Not Yet Adopted
In
August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to
the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes, modifies and
adds certain disclosure requirements in Topic 820 “Fair Value Measurement”. ASU 2018-13 eliminates certain disclosures
related to transfers and the valuations process, modifies disclosures for investments that are valued based on net asset value,
clarifies the measurement uncertainty disclosure, and requires additional disclosures for Level 3 fair value measurements. ASU
2018-13 is effective for the Company for annual and interim reporting periods beginning July 1, 2020. The Company is currently
evaluating the impact ASU 2018-13 will have on its financial statements.
Recently
Issued Accounting Pronouncements Adopted
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases
in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU
2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted.
The provisions of ASU 2016-02 are to be applied using a modified retrospective approach.
In
March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU affects entities
that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based
payment award transactions which include – the income tax consequences, classification of awards as either equity or liabilities,
classification on the statement of cash flows and forfeiture rate calculations. ASU 2016-09 became effective for the Company in
the first quarter of 2018.
In
August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) — Deferral of the Effective
Date (ASU 2015-14), which defers the effective date of ASU 2014-09 for one year and permits early adoption as early
as the original effective date of ASU 2014-09. The new revenue standard may be applied retrospectively to each prior period presented
or retrospectively with the cumulative effect recognized as of the date of adoption. In 2016, the FASB issued additional guidance
to clarify the implementation guidance (ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent
Considerations; ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and
Licensing; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical
Expedients). ASU 2015-14 became effective for the Company in the first quarter of 2018 and had no impact on the financial
statements.
3.
INCOME TAXES
The
Company has generated losses before income tax of approximately $4,609,000 and $367,000 as of December 31, 2019 and 2018,
respectively. The company recognized a deferred tax asset of approximately $442,500 and $50,500 for the related NOL carryforward
as of December 31, 2019 and 2018, respectively. The Company operates in the cannabis industry, which incurs regulatory taxes in
addition to comparable taxes of other industries.
On
December 22, 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act was enacted, which contains significant changes
to U.S. tax law and was leveraged in our tax provision process.
The
Company’s effective income tax differs from the statutory federal income tax as follows:
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2019
|
|
|
2018
|
|
Net
loss
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$
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4,609,000
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$
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367,000
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|
|
|
|
|
|
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Expected federal tax
expense
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(967,900
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)
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(77,000
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)
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Increase (decrease)
in income tax resulting from:
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|
|
|
|
|
|
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Permanent
differences
|
|
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852,400
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|
|
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76,600
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State
and local income taxes, net of Federal benefit
|
|
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(321,900
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)
|
|
|
(25,600
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)
|
Change
in valuation allowance
|
|
|
437,400
|
|
|
|
26,000
|
|
Current
year tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
In
2019, the net operating loss led to a deferred tax asset of approximately $442,500 and includes a deferred tax asset of
$58,000 related to the impairment loss of LVCA and a deferred tax liability of $59,800 related to property and equipment. There
are no deferred tax assets or a deferred tax liability of $54,500 related to property and equipment for 2018. On December 31,
2019 and 2018, based on the guidance in ASC 740-10-45-10A, we provided an allowance of $437,400 and $26,000, respectively,
related to these tax benefits given the uncertainty of utilizing the asset.
4.
NOTES PAYABLE
In
January 2018, in connection with our purchase of two acres of fully entitled cannabis real property located in the Coachillin’
Industrial Cultivation and Ancillary Canna-Business Park, the Company issued a first and second trust deed note in the amounts
of $700,000 and $200,000, respectively. The first and second trust deed notes are interest only notes and bear interest at 13.0%
and mature in August 2022, with the principal payment due at maturity. For the $700,000 loan, the monthly payment is approximately
$7,500. For the $200,000 loan, the monthly payment is approximately $2,200. The Company prepaid four months interest to the lender
totaling $38,970, which as of December 31, 2018 was fully expensed. The 1st and 2nd trust deeds are secured by the land as well
as property owned by two officers of the company and three other related parties. Also, each party has personally guaranteed or
pledged additional collateral.
In
April 2018, the Company issued a note due 60 days after funding with a principal amount of $250,000 and interest totaling $125,000.
As of September 30, 2019, the note has not been repaid and was amended to add an interest rate of 10% of the total balance due,
which is included in our current liabilities. The note is past due. Two officers of the Company have personally guaranteed the
loan.
In
September 2019, the Company issued another note of $102,569 to an unrelated party with 5% interest, which is past due.
5.
CONVERTIBLE NOTES PAYABLE
During
2019, debt and accrued interest in the amount of $429,843 were converted to 9,947,843 shares of common stock. As a result of these
conversions, the Company recognized approximately $77 as a gain on extinguishment of debt.
Amortization
of note discounts, which is included in interest expense, amounted to $0 during the year ended December 31, 2018 and $278,209
for the year ended December 31, 2019.
Grapefruit
acquired convertible notes in its acquisition of Imaging3, Inc. on July 10, 2019. (See Note 15.) On May 31, 2019, the Company
executed a Securities Purchase Agreement (the “SPA”), with Auctus Fund, LLC of Boston MA (the “Investor”)
pursuant to the terms of which the Company will sell $4,000,000 of Convertible Notes (the “Notes”) and issue $6,200,000
of callable warrants (“the Warrants”) to the Investor. Pursuant to the SPA, Auctus will purchase the $4,000,000 of
Notes from the Company in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second
tranche of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche
of $1 million will be funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million
will be funded 90 days after effectiveness. As of March 31, 2020, the first and second tranches of this financing were completed
and along with advances on the third tranche of $530,000, the Company has received gross proceeds of $2,552,750. The Notes have
a two-year term and will bear interest at 10%. The notes are redeemable at any time between the date of issuance and maturity
at 150% of face value. The Notes will be convertible into shares of IGNG common stock at 95% of the mathematical average of the
five lowest trading prices for IGNG common stock on the OTCQB for the period from the Closing to the maturity date of the Note
being converted less $0.01 for conversions at less than $0.15 and less $0.02 for conversions at more than $0.15.
In
addition, the Company has thirteen other convertible notes comprising $314,000 outstanding and they are currently in default.
The interest on these notes vary from 5-10%
6.
NOTES PAYABLE, RELATED PARTY PAYABLES, AND OPERATING LEASE – RELATED PARTY
Notes
payable to officers and directors as of December 31, 2019 and related party payables to officers and directors as of December
31, 2018 are due on demand and consisted of the following:
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|
Related Party
Notes Payable
December 31, 2019
|
|
|
Related Party
Payables
December 31, 2018
|
|
Payable to an officer and director
|
|
$
|
115,249
|
|
|
$
|
115,249
|
|
Payable to an individual affiliate of an officer and director
|
|
|
40,000
|
|
|
|
40,000
|
|
Payable to a company affiliate to an officer and director
|
|
|
126,377
|
|
|
|
126,377
|
|
|
|
$
|
281,626
|
|
|
$
|
281,626
|
|
Related
party payables of $281,626 as of December 31, 2019 were converted to notes payables on May 1, 2019 and bear interest at
10%.
Historically,
officers and directors of the Company, have paid obligations and expenses on behalf of the Company from their own individual,
personal funds.
A
related party leased two eco-pods in April 2019 and May 2019, which are refurbished shipping containers, located on this specific
parcel within Coachillin’. The lease is treated as an operating lease and payment responsibility is ultimately the responsibility
of the related party. The Company assumed these lease payment obligations in May 2019. The monthly payments are $1,055 and $880,
for the duration of the lease terms of four and five years, respectively.
7.
GOING CONCERN
Our
consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets
and discharge our liabilities in the normal course of business for the foreseeable future. During the year ended December 31,
2019, we incurred a net loss of $4,609,033, had a working capital deficit of $4,572,387 and had an accumulated deficit
of $7,264,498 at December 31, 2019. Our ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and, or, obtaining the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.
As a result, there is substantial doubt about our ability to continue as a going concern for one year from the issuance date of
these financial statements.
Management’s
plan regarding this matter is to, amongst other things, seek additional equity financing by selling our equity securities and
obtaining funds through the issuance of debt. We cannot assure you that funds from these sources will be available when needed
or, if available, will be on terms favorable to us or to our stockholders. If we raise additional funds or settle liabilities
by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional
dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common
stock. Our ability to execute our business plan and continue as a going concern may be adversely affected if we are unable to
raise additional capital or operate profitably.
On
July 10, 2019, Grapefruit USA, Inc. and Imaging3, Inc. (“IGNG”) closed a Share Exchange after the completion of all
conditions subsequent contemplated by the Share Exchange Agreement among the parties thereto (the “SEA”), by which
IGNG was acquired in a reverse acquisition (the “Acquisition”) by the former shareholders of Grapefruit Boulevard
Investments, Inc (“Grapefruit). Under the terms of the SEA executed on May 31, 2019 IGNG became obligated to issue to Grapefruit’s
existing shareholders that number of newly issued restricted IGNG common shares such that the former Grapefruit shareholders (now
new IGNG shareholders) own approximately 81% of the post-Acquisition IGNG common shares and the current IGNG shareholders retain
approximately 19% of the post-Acquisition IGNG common shares.
In
connection with and dependent upon the successful consummation of the above transaction, on May 31, 2019, the Company executed
a Securities Purchase Agreement (the “SPA”), with Auctus Fund, LLC of Boston MA (the “Investor”) pursuant
to the terms of which IGNG agreed to sell $4,000,000 of Convertible Notes (the “Notes”) and issue $6,200,000 of callable
warrants (“the Warrants”) to the Investor. Pursuant to the SPA, Auctus became obligated to purchase the $4,000,000
of Notes from IGNG in four tranches as follows: $600,000 at the SPA closing, which was funded on June 6, 2019; the second tranche
of $1,422,750 on the day IGNG filed the registration statement, which was funded on August 16, 2019; the third tranche of $1 million
will be funded the day the SEC declares the registration statement effective and the fourth tranche of $1 million will be funded
90 days after effectiveness. As of March 31, 2020, the first and second tranches of this financing were completed and along with
advances on the third tranche of $530,000, the Company has received gross proceeds of $2,552,750.
8.
STOCKHOLDERS’ EQUITY
Preferred
Stock
The Company has authorized 1,000,000 shares
of $0.0001 par value preferred stock. As of December 31, 2019, and 2018, there are no shares of preferred stock outstanding.
Common
Stock
The
Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock.
During the year ended December 31, 2019 the
Company issued a total of 470,000 shares of common stock for cash in the amount of $235,000; 4,500,000 shares were issued
for services rendered valued at $382,500 of which $127,500 has been expensed; and 9,947,842 shares were issued related
to conversion of notes payable. As a result of the acquisition, 460,702,487 shares were issued to Grapefruit shareholders and
other parties involved with the acquisition.
During
the year ended December 31, 2018, the Company issued 700,000 shares were issued for cash proceeds of $350,000.
As
of December 31, 2019, there were approximately 613 record holders of our common stock, not including shares held in “street
name” in brokerage accounts which is unknown. As of December 31, 2019, there were 486,320,329 shares of our common stock
outstanding on record.
Stock
Compensation for Non-employee
In
August 2019, the Company issued 4,500,000 shares of common stock to a cannabis specialist to sit on an advisory board. The value
of the shares totaled $382,500 and is to be expensed over a twelve-month period. As of December 31, 2019, $138,333 has been
expensed and $244,167 has not been expense.
Stock
Option Plan
During
2014, the Board of Directors adopted, and the shareholders approved, the 2014 Stock Option Plan under which a total of 1,811,401
shares of common stock had been reserved for issuance. The 2014 Stock Option Plan will terminate in September 2024.
Stock
Options
As
of December 31, 2019, employees of the Company hold options to purchase 250,000 shares of common stock at an exercise price of
$1.00.
Transactions in FY 2019
|
|
Quantity
|
|
|
Weighted-Average
Exercise Price
Per Share
|
|
|
Weighted-Average
Remaining
Contractual Life
|
|
Outstanding, December 31, 2018
|
|
|
250,000
|
|
|
$
|
1.00
|
|
|
|
6.57
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Cancelled/Forfeited
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2019
|
|
|
250,000
|
|
|
$
|
1.00
|
|
|
|
5.57
|
|
Exercisable, December 31, 2019
|
|
|
250,000
|
|
|
$
|
1.00
|
|
|
|
5.57
|
|
The
weighted average remaining contractual life of options outstanding issued under the Plan was 5.57 years at December 31, 2019.
9.
WARRANTS
Following
is a summary of warrants outstanding at December 31, 2019:
Number of
Warrants
|
|
|
Exercise
Price
|
|
|
Expiration Date
|
|
37,500
|
|
|
$
|
0.10
|
|
|
April 2022
|
|
500,00
|
|
|
$
|
0.10
|
|
|
August 2022
|
|
575,000
|
|
|
$
|
0.10
|
|
|
April 2023
|
|
125,000
|
|
|
$
|
0.10
|
|
|
May 2023
|
|
162,500
|
|
|
$
|
0.10
|
|
|
August 2023
|
|
2,800,000
|
|
|
$
|
0.40
|
|
|
May 2022
|
|
302,776
|
|
|
$
|
0.10
|
|
|
January 2024
|
|
12,000,000
|
|
|
$
|
0.10
|
|
|
March 2021
|
|
2,160,000
|
|
|
$
|
0.10
|
|
|
June 2021
|
|
16,000,000
|
|
|
$
|
0.125
|
|
|
May 2021
|
|
15,000,000
|
|
|
$
|
0.15
|
|
|
May 2021
|
|
8,000,000
|
|
|
$
|
0.25
|
|
|
May 2021
|
|
200,000
|
|
|
$
|
0.10
|
|
|
October 2020
|
As
a result of the reverse merger, Grapefruit acquired warrants to issue common stock upon exercise on July 10, 2019. Also as part
of the SEA, the Company issued 16,000,000 warrants to purchase 16,000,000 shares of the Company’s common stock at an exercise
price of $0.125 per share, 15,000,000 warrants to purchase 15,000,000 shares of the Company’s common stock at an exercise
price of $0.15 per share, 8,000,000 warrants to purchase 8,000,000 shares of the Company’s common stock at an exercise price
of $0.25 per share for a period of two year from the date of issuance.
10.
DERIVATIVE LIABILITIES
Grapefruit
acquired derivative instruments in its acquisition of Imaging3, Inc. on July 10, 2019. (See Note 15.) The Company’s only
asset or liability measured at fair value on a recurring basis was its derivative liability associated with related warrants to
purchase common stock and the conversion features embedded in convertible promissory notes.
In
connection with financing transactions, the Company issued warrants to purchase common stock and convertible promissory notes.
These instruments included provisions that could result in a reduced exercise price based on specified full-ratchet anti-dilution
provisions. The “reset” provisions were triggered in the event the Company subsequently issued common stock, stock
warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than contractually specified
amounts. Upon triggering the “reset” provisions, the exercise / conversion price of the instrument will be reduced.
Accordingly, pursuant to ASC 815, these instruments were not considered to be solely indexed to the Company’s own stock
and were not afforded equity treatment.
The
following table summarizes activity in the Company’s derivative liability during the nine-month period ended December 31,
2019:
12-31-18 Balance(pre-acquisition)
|
|
$
|
-
|
|
Creation/acquisition
|
|
|
1,697,424
|
|
Reclassification of equity
|
|
|
(1,890,461
|
)
|
Change in Value
|
|
|
1,626,634
|
|
12-31-2019 Balance
|
|
$
|
1,433,597
|
|
The
Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments.
The fair value of the derivative liability was calculated using a Black Scholes model. The Company’s stock price and estimates
of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured
using the following assumptions:
Term
|
|
|
0.01 years
-5.0 years
|
|
Dividend Yield
|
|
|
0
|
%
|
Risk-free rate
|
|
|
2.33% - 2.49
|
%
|
Volatility
|
|
|
65-168
|
%
|
11.
COMMITMENTS AND CONTINGENCIES
Alpha
Capital Anstalt and Brio Capital Master Fund, LTD
On
September 13, 2017, Alpha Capital Anstalt and Brio Capital Master Fund, LTD, two minority members of a group of investors in the
Company (the “Plaintiff”) filed a lawsuit seeking damages and injunctive relief in the United States District Court
for the Southern District of New York claiming that the Company breached certain Note and Warrant agreements among the parties
to the action. The holders of the majority of the investment involved in the above lawsuit chose not to join in the lawsuit and
have informed the Company that they believe the lawsuit to be baseless. On November 21, 2017, the Court denied the Plaintiff’s
request for injunctive relief against the Company. As a result, the case essentially became an action for money damages against
the Company, which the Company believed to be without merit and defended vigorously. However, on July 27, 2018 United States District
Court for the Southern District of New York granted the plaintiffs motion for summary judgement, awarding them approximately $1.4
million dollars. On April 15, 2019 the Company executed a settlement agreement (the “Settlement Agreement”) with the
defendants to settle the matter by agreeing to pay the defendants an aggregate of $200,000 and issuing them an aggregate of
7,705,698 of the Company’s common shares (subject to certain possible adjustments to the amount of shares to be issued to
the Defendants by the Company). The Company paid this $200,000 to the defendants and issued the 7,705,698 shares to the defendants
in the fourth quarter of 2019. Subsequently, the defendant’s claimed the aforementioned share adjustment had been triggered
and made a demand that the Company issue additional shares pursuant to the terms of the Settlement. In March 2020, the Company
agreed to issue an additional aggregate of 2,822,654 shares the Company’s stock to these defendants in final settlement
of the dispute. This share issuance is currently awaiting court approval.
Administrative
Claim of Greenberg Glusker Fields Claman & Machtinger LLP
The
Company came to a settlement agreement with Greenberg Glusker Fields Claman & Machtinger LLP (“Greenberg”). Three
$68,000 payments are to be made in relation to the timing of the three latter tranches mentioned in “Auctus Financing”
or before November 30, 2019. As of now, $93,000 has been paid; late penalties are currently being assessed. In addition, 7,628,567
shares are to be issued as part of the settlement agreement—shares are accounted for in Subscription payable.
Galileo
Surgery Center LP/Cypress Ambulatory Surgery Center LP vs Imaging3, Inc. Settlement
The
Company came to a settlement with Galileo Surgery Center LP/Cypress Ambulatory Surgery Center LP (“Galileo”) for $75,572
with an interest rate of 10%. Payments of $2,000 per month were to begin August 2019 and continue until paid in full. The company
is currently behind on payments.
12.
INVESTMENTS
Acquisition
of Lake Victoria Mining Company
In
December 2018, we purchased a public shell company, Lake Victoria Mining Company. (“LVCA”), for $150,000 cash and
$30,300, which included a noncontrolling interest of $15,085 for a total investment amount of $195,385, through which we originally
intended to effectuate becoming a public company through a reverse merger transaction. We accounted for the purchase as an asset
acquisition whereby the total investment amount was recorded as an intangible asset. In early 2019 however, we determined that
LVCA was not a suitable entity through which we could accomplish our objective. Accordingly, we recorded a permanent impairment
charge related to the intangible asset in the amount of $195,385, leaving a net realizable value of $0 as of December 31,
2019.
In
July 2019, we sold our investment in LVCA to an entity owned by the CEO and COO of the Company for $1,000 and the assumption of
$24,553 of liabilities resulting in a net gain of $25,553.
Investment
in Hemp
In
September 2019, the Company invested in hemp product that was purchased and stored by a third party. The Company expects to see
the product by the third quarter of 2020.
13.
SUBSEQUENT EVENTS
On January 3, 2020, the Company issued
7,213,923 shares of common stock to Greenberg Glusker as part of the administrative claim settlement (Note 11).
March 2020, the company issued 300,000 shares valued at $13,380
to third parties for services rendered.
On
March 11, 2020, additional funding in the above-mentioned SPA in “Auctus Financing” was received in the amount of
$280,000.