The accompanying notes are an integral part
of the consolidated financial statements.
NOTES TO THE FINANCIAL STATEMENTS
Organization and Nature of Operations
Business Description –
Business Activity
Medicine Man Technologies Inc. (the "Company")
incorporated on March 20, 2014, in the State of Nevada. On May 1, 2014, the Company entered into an exclusive Technology License
Agreement with Medicine Man Denver, Inc., f/k/a Medicine Man Production Corporation, a Colorado corporation (“Medicine Man
Denver”) whereby Medicine Man Denver granted it a license to use all of their proprietary processes they have developed,
implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution
of medical marijuana and recreational marijuana pursuant to relevant state laws and the right to use and to license such information,
including trade secrets, skills and experience (present and future) (the “Medicine Man Denver License Agreement”).
The Company commenced its business on May
1, 2014 and currently generate revenues derived from licensing agreements with cannabis related entities, as well as sponsoring
seminars offered to the cannabis industry and other business endeavors related to our core competencies.
1.
|
Liquidity and Capital Resources
|
During the quarters ending September 30,
2019 and 2018, the Company primarily used revenues from its operation supplemented by cash to fund its operations.
Cash and cash equivalents are carried at
cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with
an original maturity of three months or less as of the purchase date. The Company had $15,204,587 and $321,788 classified as cash
and cash equivalents as of September 30, 2019, and December 31, 2018, respectively.
The
Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be more than the
insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is
not exposed to any significant credit risk on its cash and cash equivalents.
In an effort to mitigate credit risk, the
Company may purchase highly liquid investments with an original maturity of three months or less. At September 30, 2019, the Company
had two United States Treasury Bills with a maturity date of October 15, 2019 and bearing interest at a rate of approximately 1.69%.
The following table depicts the composition
of the Company’s cash and cash equivalents as of September 30, 2019, and December 31, 2018:
|
|
September 30,
2019
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
Deposits placed with banks
|
|
$
|
2,974,122
|
|
|
$
|
321,788
|
|
United States Treasury Bills
|
|
|
12,230,465
|
|
|
|
–
|
|
Total cash and cash equivalents
|
|
$
|
15,204,587
|
|
|
$
|
321,788
|
|
The Company has recently elected to accelerate
its organic growth path through additional marketing, team development, synergistic acquisitions, and other corporate activities
wherein it expects to generate negative cash flow and an additional demand for capital to fuel such growth.
The Company has commenced legal action
against a client for breach of contract, adding a significant value to its receivables for fees that had been booked due to forbearance
grants by the Company that were subsequently violated, causing the Company to increase its receivables accordingly (see Part II,
Item 1, Legal Proceedings for more information).
2.
|
Critical Accounting Policies and Estimates
|
Basis of Presentation
These accompanying financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the Securities and Exchange Commission for financial statements.
Use of Estimates
The preparation of financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due
to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that
differ from these estimates.
Reclassifications
Certain prior period amounts have been
reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings
and financial position.
Fair Value Measurements
Fair value is defined as the exchange price
that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques
used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value
hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1 – Quoted
prices in active markets for identical assets or liabilities.
Level 2 – Inputs other
than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 – Unobservable
inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the
assets or liabilities.
The Company’s financial instruments
include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial
instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates
fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to
us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level
3 inputs.
The following is the Company’s assets
and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2019 and December 31, 2018, using
quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant
unobservable inputs (Level 3):
|
|
September 30,
2019
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
Level 3 – Non-marketable securities – non-recurring
|
|
$
|
741,307
|
|
|
$
|
2,199,344
|
|
Non-Marketable Securities at Fair
Value on a Nonrecurring Basis
Certain assets are measured at fair value
on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position
consists of investments in equity securities held in private companies.
Fair Value of Financial Instruments
The carrying amounts of cash and current
assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are
subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. Available for sale securities are recorded at current market
value as of the date of this report.
Accounts Receivable
The Company extends unsecured credit to
its customers in the ordinary course of business. Accounts receivable related to licensing and consulting revenues are recorded
at the time the milestone results in the funds being due being achieved, services are delivered, and payment is reasonably assured.
Licensing and consulting revenues are generally collected from 30 to 60 days after the invoice is sent.
The following table depicts the composition
of our accounts receivable as of September 30, 2019, and December 31, 2018:
|
|
September 30,
2019
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
Accounts receivable – trade
|
|
$
|
1,901,019
|
|
|
$
|
1,180,757
|
|
Accounts receivable – related party
|
|
|
490,485
|
|
|
|
125,112
|
|
Accounts receivable – litigation, non-current
|
|
|
3,063,968
|
|
|
|
1,281,511
|
|
Total accounts receivable
|
|
$
|
5,455,472
|
|
|
$
|
2,587,380
|
|
The Company commenced legal action against
a customer for breach of contract, adding a significant value to its receivables for fees that had been booked, due to forbearance
grants by the Company that were subsequently violated, causing the Company to increase its receivables accordingly. At September
30, 2019 and December 31, 2018, the accounts receivable for this matter totaled $2,773,321 and $990,864, and the related revenue
recorded totaled $1,782,457 and $1,015,154 for the nine months ended September 30, 2019 and 2018, respectively.
On June 7, 2019 the company filed a complaint
against a second customer in Clark County, Nevada, for, amongst other causes of action, breach of contract. On July 17, 2019, the
parties stipulated to stay the case in favor of arbitration. Since that time, the parties have been in the process of mutually
agreeing upon an arbitrator, which has now completed. The parties are now in the process of scheduling the arbitration. As of September
30, 2019, and December 31, 2018 the accounts receivable for this matter totaled $290,647.
The Company provided services to this customer
for a period of thirteen months, agreeing conditionally to three modifications in December of 2017, March of 2018, and May of 2018
to forego certain revenue sharing payments in accordance with the agreement with the customer, which were subsequently breached
by the customer. In July 2018, the Company engaged legal counsel and filed a complaint in Clark County, Nevada, which alleged breach
of contract and sought general, special, and punitive damages in the amount of $3,876,850. On August 2, 2019, a jury in the District
Court of Clark County, Nevada found in favor of the Company and awarded the Company damages totaling $2,773,321 (See Part II, Item
1, Legal Proceedings for more information). The Company has classified the awarded amount receivable as a non-current asset since
the customer has subsequently filed an appeal.
On March 22, 2019, the Company entered
into an Agreement of Sale of Future Receipts (“Factoring Agreement”) with Libertas Funding, LLC (“Purchaser”).
Under the terms of the Factoring Agreement, the Purchaser acquired $810,000 of certain future receivables from the Company for
$582,000 in net proceeds. The Company is required to repay Purchaser $24,107 weekly for an estimated term of eight months. On July
2, 2019, the Company repaid $436,607 which represented all remaining amounts owed under the Factoring Agreement. The Company recorded
$192,277 in interest expense related to the Factoring Agreement during the nine months ended September 30, 2019.
Due to the low volume of write offs, the
Company uses the direct write off method versus having an allowance for uncollectible debts. The Company recorded wrote off $6,423
of its accounts receivable during the three and nine months ended September 30, 2019. The Company did not write off any of its
accounts receivable in either of the nine-month periods ending September 30, 2018.
The Company analyzed the contract, associated
revenue and litigation process under ASC 606, Revenue from Contracts with Customers. As detailed above, the Company had
a contract with the customer that identified distinct performance obligations to be satisfied over time. Additionally, it determined
that the litigation process, and subsequent award, represented a contract modification.
Paragraph 606-10-25 states that an entity
transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over
time if one of the following criteria is met:
|
·
|
The customer simultaneously receives and
consumes the benefits provided by the entity’s performance as the entity performs.
|
|
·
|
The entity’s performance creates
or enhances an asset that the customer controls as the asset is created or enhanced.
|
|
·
|
The entity’s performance
does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance
completed to date.
|
Paragraph 606-10-25 further states that
the process for determining the proper treatment for a contract modification includes three steps:
|
·
|
Determine whether a change to a contract
qualifies as a contract modification.
|
|
·
|
Determine whether the modification should
be treated as a separate, standalone contract or as a modification of the original contract. If the contract is a separate contract,
the entity follows the five-step model to determine how to recognize revenue. If the modification is not treated as a separate
contract, the entity continues to Step 3.
|
|
·
|
Determine appropriate
accounting treatment for contract modification not accounted for as a separate contract.
|
ASC
606 defines a contract modification as a change in scope and/or price to an original contract, or any change to the enforceable
rights and obligations of the parties to the original contract. Enforceable rights and obligations are those that are approved
by both parties and legally required. A contract modification does not need to be written; enforceable changes can be the result
of oral agreements or implied through customary business practices.
The effect that the modification has on
the transaction price, and on the entity’s measure of progress towards satisfaction of the performance obligation, is recognized
as an adjustment to revenue either as an increase in or a reduction of revenue at the date of the modification. The adjustment
to revenue is made on a cumulative catch-up basis.
As management determined that the litigation
process constituted a contract modification, and that the contract was upheld judicially, the Company recognized and recorded $1,782,457
on a cumulative catch-up basis as of August 2, 2019.
Notes Receivable
On July 17, 2018, the Company entered into
an intellectual property license agreement with Abba Medix Corp. (AMC), a wholly owned subsidiary of publicly traded Canada House
Wellness Group, Inc. (CHV). The Company agreed to provide a lending facility to AMC in CAD$125,000 increments of up to CAD$500,000.
The lending facility is for a term of 24 months and bears interest rate at 5.50% (representing United States Prime). As of September
30, 2019, and December 31, 2018, the Company loaned to AMC a total of $237,246 and $92,888, respectively. The Company
classified these loans as long-term notes receivable on its consolidated balance sheets as of September 30, 2019, and December
31, 2018, respectively.
Other Assets (Current and Non-Current)
Other assets at September 30, 2019, and
December 31, 2018 were $774,856 and $50,824, respectively and as of September 30, 2019 this balance included $573,191 in prepaid
expenses, $7,150 in interest receivable and $19,450 in two security deposits. Prepaid expenses were primarily comprised of insurance
premiums, membership dues, conferences and seminars, and other general and administrative costs.
Goodwill and Intangible Assets
Goodwill represents the future economic
benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising
from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers.
Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized
on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets
consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated
useful lives range from 10 to 15 years.
Goodwill and indefinite-lived assets are
not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company
performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events
or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment
testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to
its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches.
The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the
reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting
unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the
discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest
rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s
size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal
value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use
key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting
unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair
value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair
value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value
of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the
reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired
on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in
an amount equal to the excess.
Determining the fair value of a reporting
unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic
plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions
made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions
and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests.
The Company performed its annual fair value
assessment at December 31, 2018, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance
sheets and determined that no impairment exists.
Long-Lived Assets
The Company evaluates the recoverability
of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived
asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows
of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value
of the assets, the assets are written down to the estimated fair value.
The Company evaluated the recoverability
of its long-lived assets on December 31, 2018 on its subsidiaries with material amounts on their respective balance sheets and
determined that no impairment exists.
Accounts Payable
Accounts payable at September 30, 2019,
and December 31, 2018 were $915,651 and $202,515, respectively and were comprised of trade payables for various purchases and services
rendered during the ordinary course of business.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities
at September 30, 2019, and December 31, 2018 were $485,292 and $291,084, respectively. At September 30, 2019, this was comprised
of customer deposits of $188,568, accrued payroll of $203,788, and operating expenses of $92,936.
At December 31, 2018, this was comprised
of $163,568 in customer deposits, $21,330 in deferred rent expense and $106,185 in accrued payroll.
Revenue Recognition and Related Allowances
Our revenue recognition policy is significant
because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met
in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until is the criteria are
met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue
contracts are identified when accepted from customers and represent a single performance obligation to sell our products to a customer.
The Company has three main revenue streams:
product sales; licensing and consulting, cultivation max; and other operating revenues from seminars, reimbursements and other
miscellaneous sources.
Revenue from cultivation max, licensing
and consulting services is recognized when the obligations to the client are fulfilled which is determined when milestones in the
contract are achieved.
Product sales are recorded at the time
that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers,
we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title
of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers.
Revenue from seminar fees is related to
one-day seminars and is recognized as earned upon the completion of the seminar. The Company also recognizes expense reimbursement
from clients as revenue for expenses incurred during certain jobs.
Costs of Goods and Services Sold
Costs of goods and services sold are comprised
of related expenses incurred while supporting the implementation and sales of the Company’s products and services.
General and Administrative Expenses
General and administrative expense are
comprised of all expenses not linked to the production or advertising of the Company’s services.
Advertising and Marketing Costs
Advertising and marketing costs are expensed
as incurred and totaled $212,506 and $340,995 for the three and nine months ended September 30, 2019, respectively, as compared
to $32,110 and $109,650, respectively, for the three and nine months ended September 30, 2018.
Stock Based Compensation
The Company accounts for share-based payments
pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based
awards based upon an assessment of the grant date fair value for stock and restricted stock awards using the Black-Scholes option
pricing model.
Stock compensation expense for stock options
is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are
awarded for previous or current service without further recourse.
Share based expense paid through direct
stock grants is expensed as occurred. Since the Company’s common stock is publicly traded, the value is determined based
on the number of shares issued and the trading value of the stock on the date of the transaction. Prior to the Company’s
common stock being traded the Company used the most recent valuation. The Company recognized $940,870 and $3,166,276 in expenses
for stock-based compensation to employees and consultants for the three and nine months ended September 30, 2019, respectively,
as compared to $837,500 for both the three and nine months ended September 30, 2018.
Income Taxes
The Company has adopted SFAS No. 109 –
“Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income
taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
3.
|
Recent Accounting Pronouncements
|
FASB ASU 2016-02 “Leases (Topic
842)” – In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02
increases transparency and comparability among organizations by requiring lessees to record right-to-use assets and corresponding
lease liabilities on the balance sheet and disclosing key information about lease arrangements. The new guidance will classify
leases as either finance or operating (similar to current standard’s “capital” or “operating” classification),
with classification affecting the pattern of income recognition in the statement of income. ASU 2016-02 is effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The
Company has adopted this pronouncement and has reflected the value of all leases within the Balance Sheet of the Company.
FASB ASU 2016-15 “Statement of
Cash Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity
in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15
addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective
for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is
permitted. Adoption of this ASU did not have a significant impact on our statement of cash flows.
FASB ASU 2017-01 “Clarifying the
Definition of a Business (Topic 805)” – In January 2017, the FASB issued 2017-1. The new guidance that changes
the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business.
The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated
in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is
not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of
outputs by more closely aligning it with how outputs are described in ASC 606. The ASU is effective for annual reporting periods
beginning after December 15, 2017, and for interim periods within those years. Adoption of this ASU did not have a significant
impact on our consolidated results of operations, cash flows and financial position.
4.
|
Property and Equipment
|
Property and equipment are recorded at
cost, net of accumulated depreciation and are comprised of the following:
|
|
September 30,
2019
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
$
|
103,747
|
|
|
$
|
98,395
|
|
Marketing display
|
|
|
36,900
|
|
|
|
36,900
|
|
Vehicles
|
|
|
34,000
|
|
|
|
34,000
|
|
Office equipment
|
|
|
76,321
|
|
|
|
74,361
|
|
Subtotal
|
|
$
|
250,968
|
|
|
$
|
243,655
|
|
Less: accumulated depreciation
|
|
|
(189,896
|
)
|
|
|
(149,015
|
)
|
Total property and equipment, net of depreciation
|
|
$
|
61,072
|
|
|
$
|
94,640
|
|
Depreciation on equipment is provided on
a straight-line basis over its expected useful lives at the following annual rates.
Furniture and fixtures
|
|
|
3 years
|
|
Marketing display
|
|
|
3 years
|
|
Vehicles
|
|
|
3 years
|
|
Office equipment
|
|
|
3 years
|
|
Depreciation expense for the three and
nine months ended September 30, 2019 was $15,265 and $40,881, respectively, compared to $17,991 and $56,275, respectively, for
the three and nine months ended September 30, 2018.
Intangible assets
at September 30, 2019 and December 31, 2018 were comprised of the following:
|
|
September 30,
2019
|
|
|
December 31,
2018
|
|
|
|
|
|
|
|
|
License agreement
|
|
$
|
5,300
|
|
|
$
|
5,300
|
|
Product license and registration
|
|
|
57,300
|
|
|
|
57,300
|
|
Trade secret – intellectual property
|
|
|
32,500
|
|
|
|
32,500
|
|
Subtotal
|
|
$
|
95,100
|
|
|
$
|
95,100
|
|
Less: accumulated amortization
|
|
|
(18,791
|
)
|
|
|
(13,903
|
)
|
Total intangible assets, net of amortization
|
|
$
|
76,309
|
|
|
$
|
81,197
|
|
Amortization expense for the three and
nine months ended September 30, 2019 was $1,463 and $4,888, respectively, compared to $1,629 and $4,886, respectively, for the
three and nine months ended September 30, 2018.
During the nine months ended September
30, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions
based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions
represented derivative instruments.
On January 8, 2019, the Company granted
the right to receive 500,000 shares of restricted common stock to an officer, which will vest at such time that that the Company’s
stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds.
On April 23, 2019, the Company granted
the right to receive 1,000,000 shares of restricted common stock to an officer, which will vest at such time that that the Company’s
stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. Similarly, on June 11,
2019, the Company granted the right to receive 1,000,000 shares of restricted common stock to an officer, which will vest at such
time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume
thresholds.
The Company accounts for derivative instruments
in accordance with the US GAAP accounting guidance under ASC 815 “Derivatives and Hedging Activities”. The Company
estimated the fair value of these derivatives at the respective balance sheet dates using the Black-Scholes option pricing model
based upon the following inputs: (i) stock price on the date of grant ranging between $1.32 - $3.75, (ii) the contractual term
of the derivative instrument ranging between 2.25 - 3 years, (iii) a risk-free interest rate ranging between 1.56% - 2.57% and
(iv) an expected volatility of the price of the underlying common stock ranging between 136% - 158%.
As of September 30, 2019, the fair value
of these derivative liabilities is $5,852,649. The change in the fair value of derivative liabilities for the three and nine months
ended September 30, 2019 was $197,526 and $452,090, respectively, resulting in an aggregate unrealized loss on derivative liabilities.
7.
|
Related Party Transactions
|
During the nine months ended September
30, 2019, the Company had sales from Super Farm LLC totaling $450,310 and $143,830 sales from De Best Inc. The Company gives a
larger discount on nutrient sales to related parties than non-related parties. During the nine months ended September 30, 2019,
the Company had sales discounts associated with Super Farm LLC totaling $227,650 and $71,915 from De Best Inc. As of September
30, 2019, the Company had an accounts receivable balance from Super Farm totaling $52,173 and an accounts receivable balance from
De Best totaling $11,910.
The Company Chief Cultivation Officer,
Joshua Haupt, currently owns 20% of both De Best and Super Farm.
During the nine months ended September
30, 2019, the Company recorded sales from Future Vision dba Medicine Man Denver totaling $293,075 and sales discounts totaling
$108,793. As of September 30, 2019, the Company had an accounts receivable balance with Future Vision totaling $34,094.
During the nine months ended September
30, 2019, the Company incurred expenses from Future Vision dba Medicine Man Denver totaling $92,874 for contract labor and other
related administrative costs.
The Company’s Chief Executive Officer,
Andy Williams, currently owns 38% of Future Vision dba Medicine Man Denver.
During the nine months ended September
30, 2019, the Company recorded sales from MedPharm Holdings totaling $48,710 and sales discounts totaling $7,498. As of September
30, 2019, the Company had an accounts receivable balance with MedPharm Holdings totaling $5,557.
During the nine months ended September
30, 2019, the Company issued various notes receivable to MedPharm Holdings totaling $487,695 with original maturity dates ranging
from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. The notes may be extended or renewed
at maturity by mutual agreement between the Company and noteholder, and with no evidence of default.
The Company’s Chief Executive Officer,
Andy Williams, currently owns 29% of MedPharm Holdings.
During the nine months ended September
30, 2019, the Company recorded sales from Baseball 18 LLC totaling $3,836. As of September 30, 2019, the Company had an accounts
receivable balance with Baseball 18 LLC totaling $3,985.
During the nine months ended September
30, 2019, the Company recorded sales from Farm Boy LLC totaling $369,178. As of September 30, 2019, the Company had an accounts
receivable balance with Farm Boy LLC totaling $382,766.
One of the Company’s Directors, Robert
DeGabrielle also owns two Colorado retail marijuana cultivation licenses, Farm Boy LLC and Baseball 18 LLC, both doing business
as Los Sueños Farms.
8.
|
Goodwill and Acquisition Accounting
|
On September 17, 2018, we closed the acquisition
of Two JS LLC, dba The Big Tomato, a Colorado limited liability company. (“Big T” or “Big Tomato”). The
Company issued an aggregate of 1,933,329 shares of its common stock for 100% ownership of Big Tomato. The Company accounted for
the transaction utilizing purchase price accounting stating that net book value approximates fair market value of the assets acquired.
The purchase price accounting resulted in the Company valuing the investment as $3,000,000 of Goodwill. At September 17, 2018,
the Company’s per share value of common stock was $1.55. There is no requirement for Big Tomato to have independent audited
financial statement for the prior two fiscal years and any interim periods because the aggregate value of the acquisition is less
than 20% of the Company’s current assets.
Big Tomato Balance Sheet
|
|
Book/Fair Value
|
|
|
|
|
Book/Fair Value
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Inventory
|
|
$
|
291,000
|
|
|
Accounts payable
|
|
$
|
272,266
|
|
Other assets
|
|
|
4,950
|
|
|
Customer Deposits
|
|
|
23,684
|
|
|
|
$
|
295,950
|
|
|
|
|
$
|
295,950
|
|
Purchase Price (1,933,329*1.5517)
|
|
|
|
|
|
$
|
3,000,000
|
|
Less: BV of Assets
|
|
|
(295,950
|
)
|
Add: BV of Liabilities
|
|
|
295,950
|
|
Goodwill
|
|
$
|
3,000,000
|
|
The following table sets forth the changes
in the carrying amount of the Company’s goodwill at September 30, 2019, and December 31, 2018:
Balance, December 31, 2017
|
|
$
|
9,304,306
|
|
Acquisition of Big Tomato
|
|
|
3,000,000
|
|
Balance, December 31, 2018
|
|
|
12,304,306
|
|
Activity for the period ended September 30, 2019
|
|
|
–
|
|
Balance September 30, 2019
|
|
$
|
12,304,306
|
|
9.
|
Net Income (Loss) per Share
|
In accordance with ASC Topic 280 –
“Earnings per Share”, the basic earnings per common share is computed by dividing net income available to common stockholders
by the weighted average number of common shares outstanding. Diluted earnings per common share is computed similar to basic loss
per common share except that the denominator is increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company's earnings
(loss) per share on a basic and diluted basis were $(0.05) and $0.18 for the three months ended September 30, 2019 and 2018, respectively,
and $(0.44) and $0.19 for the nine months ended September 30, 2019 and 2018, respectively.
As of September 30, 2019, and December
31, 2018, respectively, the Company had $407,708 and $489,239 of finished goods inventory. The Company only has finished goods
within inventory because it does not produce any of its products. All inventory is produced by a third party. The Company uses
the FIFO inventory valuation method. As of September 30, 2019, and December 31, 2018, the Company did not have any obsolescence
within its inventory.
The Company had a note payable to the Company’s
Chief Cultivation Officer, Joshua Haupt. The balance of the note as of December 31, 2017 totaled $58,280 and was repaid in full
during the quarter ended March 31, 2018.
Leases with an initial term of 12 months
or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease
term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification
of a right of use (“RoU”) operating lease asset and a lease liability, initially measured at the present value of the
lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. RoU assets represent
our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising
from the lease.
The Company's leases consist of real estate
leases for office spaces. The Company elected to combine the lease and related non-lease components for its operating leases.
The Company’s operating leases include
options to extend or terminate the lease, which are not included in the determination of the RoU asset or lease liability unless
reasonably certain to be exercised. The Company's operating leases have remaining lease terms of less than two years. The Company’s
lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As the Company's leases do not provide
an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining
the present value of lease payments. The discount rate used in the computations was 6%.
Balance Sheet Classification of Operating
Lease Assets and Liabilities
|
|
Balance Sheet Line
|
|
September 30, 2019
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
|
Operating lease asset
|
|
Non-Current Assets
|
|
$
|
168,344
|
|
Liabilities
|
|
|
|
|
|
|
Operating lease liability
|
|
Non-Current Liabilities
|
|
$
|
121,835
|
|
Lease Costs
The table below summarizes the components of lease costs for
the nine months ended September 30, 2019.
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
|
|
|
Operating lease costs
|
|
$
|
118,767
|
|
Maturities of Lease Liabilities
Maturities of lease liabilities as of September
30, 2019 are as follows:
2019 fiscal year
|
|
$
|
62,952
|
|
2020 fiscal year
|
|
|
67,904
|
|
Total lease payments
|
|
|
130,856
|
|
Less: Interest
|
|
|
(9,021
|
)
|
Present value of lease liabilities
|
|
$
|
121,835
|
|
The following table presents the Company’s future minimum
lease obligation under ASC 840 as of December 31, 2018:
2019 fiscal year
|
|
$
|
248,808
|
|
2020 fiscal year
|
|
$
|
67,904
|
|
13.
|
Commitments and Contingencies
|
Over the past three years, the Company
has supported legislation in Colorado to allow licensed cannabis companies in Colorado to trade their securities, provided they
are reporting companies under the Securities Exchange Act of 1934, as amended. HB19-1090 titled, “Publicly Licensed Marijuana
Companies” was signed into Colorado legislature on May 29, 2019, and will go into effect on November 1, 2019. The bill repeals
the provision that prohibits publicly traded corporations from holding a marijuana license in Colorado.
Effective January 10, 2019, the Company
entered into binding term sheets to acquire three cannabis and cannabis related companies, including the following:
|
·
|
FutureVision 2020, LLC and Futurevision Ltd., Inc. dba Medicine Man (in the aggregate, “Medicine
Man”), owners of several licensed dispensaries and a cultivation facility in the Denver, CO metro area. It is also a leading
cultivator, retailer and one of the best-known brands in the cannabis sector, winning over a dozen industry awards. Medicine Man
operates out of a 40,000-square foot cultivation operation and has four popular retail locations across the Denver metropolitan
area;
|
|
·
|
MedPharm Holdings, LLC, a company that develops and manages intellectual property related to the manufacture and formulation of products containing cannabinoid extracts. Management of MDCL believes that this acquisition will bring world-class processing and pharmaceutical-grade products to the company; and
|
|
·
|
MX LLC, the holder of the license that allow it to be a manufacturer of marijuana infused products in the Denver metro area. It also has a research license that has been issued by the state of Colorado and the local jurisdiction approval is in process.
|
The term sheets provide for the issuance
of shares of common stock to the targets at an initial price per share of $1.32, with the final price to be determined based on
the fair market valuation, which is subject to an independent valuation assessment. Our Chief Executive Officer, Andrew Williams,
serves as an officer/manager and has an ownership interest in each of the targets above.
On May 24, 2019, the Company entered into
a binding term sheet with Farm Boy, LLC (“Farm Boy”) and Baseball 18, LLC (“Baseball”) setting forth the
terms of the acquisition by the Company of 100% of the capital stock and assets of Farm Boy and Baseball, respectively. As consideration,
the Company shall pay a total purchase price of $5,937,500, subject to adjustment, consisting of $1,187,500 cash and 1,578,073
shares of its common stock, par value $0.001 per share. The 1,578,073 shares were determined by averaging the closing price of
Company’s common stock for the five (5) days prior to the execution date, which equated to $3.01 per share.
On May 24, 2019, the Company entered into
a binding term sheet with Los Suenos, LLC (“Los Suenos”) and Emerald Fields Grow, LLC (“Emerald”) setting
forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Los Suenos and Emerald, respectively.
As consideration, the Company shall pay a total purchase price of $5,937,500, subject to adjustment, consisting of $1,187,500 cash
and 1,578,073 shares of its common stock, par value $0.001 per share. The 1,578,073 shares were determined by averaging the closing
price of Company’s common stock for the five (5) days prior to the execution date, which equated to $3.01 per share.
On May 31, 2019, the Company entered into
a binding term sheet with Mesa Organics Ltd., Mesa Organics II Ltd. and Mesa Organics III Ltd. (collectively referred to herein
as “MesaPur”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of
MesaPur. As consideration, the Company shall pay a total purchase price of $12,012,758, subject to adjustment, consisting of $2,402,552
cash and 2,801,809 shares of its common stock, par value $0.001 per share. The 2,801,809 shares were determined by averaging the
closing price of Company’s common stock for the ten (10) days prior to the execution date, which equated to $3.43 per share.
On June 6, 2019, the Company entered into
a binding term sheet with the stockholders of Green Equity S.A.S. (“Green Equity”), a Republic of Colombia simplified
stock corporation, setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Green Equity.
Green Equity, a company based in Bogota, Colombia, holds all four licenses in Colombia allowing it to grow, process, retail and
export. As consideration, the Company shall pay a total purchase price of $5,400,000 consisting of $450,000 cash and 1,292,428
shares of its common stock, par value $0.001 per share. The 1,292,428 shares were determined by using the closing price of Company’s
common stock on the day prior to the execution date, which equated to $3.83 per share.
On August 6, 2019, the Company entered
into a binding term sheet with Cold Baked, LLC and Golden Works, LLC (d/b/a “Dabble”) setting forth the terms of the
acquisition by the Company of 100% of the capital stock and assets of Dabble. As consideration, the Company shall pay a total purchase
price of $3,750,000 consisting of $750,000 cash and 996,678 shares of its common stock, par value $0.001 per share. The 996,678
shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to the execution
date, which equated to $3.01 per share.
On August 15, 2019, the Company entered
into a binding term sheet with Medically Correct, LLC (“Medically Correct”), an edible and extract company, setting
forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Medically Correct. As consideration,
the Company shall pay a total purchase price of $17,250,000 consisting of $3,450,000 cash and 4,677,967 shares of its common stock,
par value $0.001 per share. The 4,677,967 shares were determined by averaging the closing price of Company’s common stock
for the five (5) days prior to August 8, 2019, which equated to $2.95 per share.
On August 28, 2019, the Company entered
into a binding term sheet with Starbuds Pueblo LLC, Starbuds Louisville LLC, Starbuds Niwot LLC, Starbuds Longmont LLC and Starbuds
Commerce City, LLC (“Starbuds”) pursuant to which the Company will purchase the membership interests of Starbuds. As
consideration, the Company shall pay a total purchase price of $31,005,089 consisting of $23,253,816 in cash and 2,601,098 shares
of its common stock, par value $0.001 per share. The 2,601,098 shares were determined by averaging the closing price of Company’s
common stock for the five (5) days prior to August 28, 2019, which equated to $2.98 per share.
On August 29, 2019, the Company entered
into a binding term sheet with High Country Supply d/b/a Colorado Harvest Company (“CHC”) pursuant to which the Company
will purchase 100% of the capital stock or assets of CHC. As consideration, the Company shall pay a total purchase price of $12,500,000
consisting of $4,000,000 in cash and 2,881,356 shares of its common stock, par value $0.001 per share. The 2,881,356 shares were
determined by averaging the closing price of Company’s common stock for the five (5) days prior to July 8, 2019, which equated
to $2.95 per share.
On August 30, 2019, the Company entered
into a binding term sheet with Colorado Health Consultants, LLC, CitiMed, LLC, Lucky Ticket LLC and KEW LLC (collectively, the
“Targets”) pursuant to which the Company will purchase the membership interests of the Targets. As consideration, the
Company shall pay a total purchase price of $36,898,499 consisting of $27,673,874.25 in cash and 3,095,512 shares of its common
stock, par value $0.001 per share. The 3,095,512 shares were determined by averaging the closing price of Company’s common
stock for the five (5) days prior to August 30, 2019, which equated to $2.98 per share.
On August 31, 2019, the Company entered
into a binding term sheet with SB Aurora LLC, SB Arapahoe LLC, SB Alameda LLC, and SB 44th LLC (“SB”) pursuant to which
the Company will purchase the membership interests of SB. As consideration, the Company shall pay a total purchase price of $50,096,413
consisting of $37,590,310 in cash and 4,202,720 shares of its common stock, par value $0.001 per share. The 4,202,720 shares were
determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 31, 2019, which
equated to $2.98 per share.
On September 5, 2019, the Company entered
into a binding term sheet dated September 2, 2019 with RSFCG, LLC, RFSCA LLC, RFSCB, LLC, RFSCEV, LLC, RFSCED LLC, RFSCLV, LLC,
RFSCG-1 LLC, and RFSCLVG LLC, which entities operate under the name RootsRX (“RootsRX”) pursuant to which the Company
will purchase the membership interests of RootsRX. As consideration, the Company shall pay a total purchase price of $15,000,000
consisting of $9,750,000 in cash and 1,779,661 shares of its common stock, par value $0.001 per share. The 1,779,661 shares were
determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 29, 2019, which
equated to $2.95 per share.
On September 6, 2019, the Company entered
into a binding term sheet with Ahab, LLC, Garden Greens, LLC, Syls LLC, Heartland Industries, LLC and Tri City Partners LLC, which
entities operate under the name “Strawberry Fields” (“Strawberry Fields”) pursuant to which the Company
will purchase 100% of the capital stock or assets of Strawberry Fields, except for certain assets as outlined in the term sheet.
As consideration, the Company shall pay a total purchase price of $31,000,000 consisting of $14,000,000 in cash and 5,704,698 shares
of its common stock, par value $0.001 per share. The 5,704,698 shares were determined by averaging the closing price of Company’s
common stock for the five (5) days prior to August 22, 2019, which equated to $2.98 per share.
On September 9, 2019, the Company entered
into a binding term sheet with Canyon, LLC (“Canyon”) and It Brand Enterprises (“It Brand”) pursuant to
which the Company will purchase 100% of the capital stock or assets of Canyon and certain assets of It Brand. As consideration,
the Company shall pay a total purchase price of $5,130,000 consisting of (i) a cash component which in no case will be greater
than $2,565,000, and (ii) an equity component, which will consist of shares of the Company’s common stock, par value $0.001
per share, for the balance of the purchase price. The number of shares that make up the equity component will be determined by
dividing the balance of the Purchase Price by the average closing price of Company’s common stock for the five (5) days prior
to September 7, 2019, which equated to $3.07 per share.
The contemplated
acquisitions detailed above are conditioned upon the satisfaction or mutual waiver of certain closing conditions, including,
but not limited to:
|
·
|
regulatory approval relating to all applicable filings and expiration or early termination of any applicable waiting periods;
|
|
·
|
regulatory approval of the Marijuana Enforcement Division and applicable local licensing authority approval;
|
|
·
|
receipt of all material necessary, third party, consents and approvals;
|
|
·
|
each party's compliance in all material respects with the respective obligations under the term sheet;
|
|
·
|
a tax structure that is satisfactory to both the Company and the targets;
|
|
·
|
the execution of leases and employment agreements that are mutually acceptable to each party; and
|
|
·
|
the execution of definitive agreements between the respective parties.
|
There can be no assurance that we will
be able to consummate any of the proposed acquisitions.
Common Stock
The Company is authorized to issue 90,000,000
shares of common stock at a par value of $0.001 and had 39,369,511 and 27,753,310 shares of common stock issued and outstanding
as of September 30, 2019, and December 31, 2018, respectively.
Common Stock Issued in Private Placements
During the nine months ended September
30, 2018, the Company sold 937,647 shares of common stock to an accredited investor in a private placement.
On June 5, 2019, the Company entered into
a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”).
Pursuant to the Purchase Agreement, the Company agreed to sell to the Investor and the Investor agreed to purchase, in a private
placement, up to 7,000,000 shares of the Company’s common stock, at a price of $2.00 per share and warrants to purchase 100%
of the number of shares of common stock sold. The warrants are for a term of three years and are exercisable at a price of $3.50.
At the initial closing on June 5, 2019,
the Company issued and sold 1,500,000 shares of common stock and warrants to purchase 1,500,000 shares of common stock, for gross
proceeds of $3,000,000.
The Purchase Agreement contemplates the
sale of additional shares of common stock, subject to certain closing conditions set forth in the Purchase Agreement, as follows:
(i) 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares of common stock at a second closing to be held on
or before July 15, 2019; (ii) 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of common stock at a third
closing; and (ii) 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of common stock at a fourth closing.
On July 15, 2019,
the Company entered into an amendment (the “Amendment”) to the Purchase Agreement. Pursuant to the Amendment, among
other things, the Purchase Agreement was amended to provide for the sale, at the third closing, of a minimum of 3,000,000 shares
of the Company’s common stock, with the Investor having the option to acquire up to an additional 2,500,000 shares of common
stock for an aggregate of up to 5,500,000 shares of common stock and warrants to purchase 100% of the number of shares of common
stock sold at the third closing.
The
Amendment also removed as a closing condition to the second closing, the requirement that the Company shall have entered into
definitive agreements for the acquisitions of each of (a) MedPharm LLC, (b) Futurevision 2020, LLC, Futurevision Ltd, and
Medicine Man Longmont, LLC, collectively, (c) MX, LLC, (d) Los Sueños Farms, LLC, and Emerald Fields Grow, LLC, (e)
Farm Boy LLC and Baseball 18, LLC.
In addition, the
Amendment removed all references to a fourth closing and the conditions for such closing, which were outlined in the Purchase Agreement.
On July 16, 2019, the Company issued and
sold 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares of common stock pursuant to the terms of the Purchase
Agreement, as amended, for gross proceeds of $7,000,000.
On September 17, 2019, the Company issued
and sold 3,000,000 shares of common stock and warrants to purchase 3,000,000 shares of common stock pursuant to the terms of the
Purchase Agreement, as amended, for gross proceeds of $6,000,000.
On September 30, 2019, the Company issued
and sold 1,100,000 shares of common stock and warrants to purchase 1,100,000 shares of common stock pursuant to the terms of the
Purchase Agreement, as amended, for gross proceeds of $2,200,000.
During the nine months ended September
30, 2019, the Company issued an additional 700,000 shares of common stock and warrants to purchase 700,000 shares of common stock,
for gross proceeds of $1,400,000.
Common Stock Issued in Connection
with the Exercise of Warrants
During the nine months ended September
30, 2019, the Company issued 452,426 shares of common stock for proceeds of $601,726 under a series of stock warrant exercises
with an exercise price of $1.33 per share.
Common Stock Issued as Compensation
to Employees, Officers and Directors
On January 8, 2019, the Company granted
to an officer of the Company, Paul Dickman, 500,000 shares of common stock, valued at $660,000.
On March 14, 2019, the Company granted
50,000 shares of common stock to James Toreson upon his resignation as a member of its board of directors for his service. These
shares were valued at $95,000.
During the nine months ended September
30, 2019, the Company issued an additional 640,000 shares of common stock valued at $1,969,900 to employees, officers and directors
as compensation.
Common Stock Issued in Exchange for
Consulting, Professional and Other Services
Concurrent with his resignation as described
above, the Company issued 50,000 shares of its common stock to Mr. Toreson in connection with a consulting agreement having a service
period extending through May 31, 2020. These shares were valued at $95,000.
During the nine months ended September
30, 2019, the Company issued an additional 123,775 shares of common stock valued at $210,521 to contractors and professionals in
exchange for services provided.
Warrants
The Company accounts for common stock purchase
warrants in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in,
a Company’s Own Stock, Distinguishing Liabilities from Equity. The Company estimates the fair value of warrants at date of
grant using the Black-Scholes option pricing model. There is a moderate degree of subjectivity involved when using option pricing
models to estimate the warrants, and the assumptions used in the Black Scholes option-pricing model are moderately judgmental.
During the year ended December 31, 2017,
the Company issued 1,500,566 common stock purchase warrants with an exercise price of $1.33 per share, expiring on March 17, 2019.
During the nine months ended September 30, 2019, an aggregate of 452,426 of these warrants were exercised while the remaining warrants
were forfeited.
During the period ended December 31, 2017,
the Company issued 2,000,000 common stock purchase warrants to three employees of the Company with an exercise price of $1.445
per share, expiring on December 31, 2019. As of September 30, 2018, all of these warrants were exercised.
During the year ended December 31, 2018,
the Company issued 250,000 common stock purchase warrants to one employee of the Company with an exercise price of $1.49 per share
for a period of time expiring on December 31, 2021. The Company estimated the fair value of these warrants at date of grant using
the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.49, (ii) the contractual
term of the warrant of 3 years, (iii) a risk-free interest rate of 2.48% and (iv) an expected volatility of the price of the underlying
common stock of 126%.
During the nine months ended September
30, 2019, the Company issued 9,800,000 common stock purchase warrants to various accredited investors with an exercise price of
$3.50 per share with an expiration date of three years from the date of issuance. The Company estimated the fair value of these
warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date
of grant of $3.50, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate ranging between 1.56% -
1.84% and (iv) an expected volatility of the price of the underlying common stock ranging between 158% - 162%.
|
|
Number of shares
|
|
|
|
|
|
Balance as of January 1, 2019
|
|
|
2,647,461
|
|
Warrants exercised
|
|
|
(452,426
|
)
|
Warrants forfeited
|
|
|
(1,945,035
|
)
|
Warrants issued
|
|
|
9,800,000
|
|
Balance as of September 30, 2019
|
|
|
10,050,000
|
|
The Company has two identifiable segments
as of September 30, 2019; (i) licensing and consulting, and (ii) products. The products segment sells merchandise directly to customers
via e-commerce portals, through our proprietary websites and retail location. The licensing and consulting segment sales derives
its revenue from licensing and consulting agreements with cannabis related entities.
The following information represents segment
activity for the nine-month periods ended September 30, 2019 and 2018:
|
|
For the Nine Months Ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Products
|
|
|
Licensing and Consulting
|
|
|
Total
|
|
|
Products
|
|
|
Licensing and Consulting
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
7,441,031
|
|
|
$
|
1,659,132
|
|
|
$
|
9,100,163
|
|
|
$
|
1,222,880
|
|
|
$
|
6,078,363
|
|
|
$
|
7,301,243
|
|
Intangible assets amortization
|
|
$
|
4,757
|
|
|
$
|
398
|
|
|
$
|
5,154
|
|
|
$
|
4,490
|
|
|
$
|
396
|
|
|
$
|
4,886
|
|
Depreciation
|
|
$
|
5,100
|
|
|
$
|
35,781
|
|
|
$
|
40,881
|
|
|
$
|
4,148
|
|
|
$
|
52,127
|
|
|
$
|
56,275
|
|
Income (loss) from operations
|
|
$
|
2,074,799
|
|
|
$
|
(13,571,303
|
)
|
|
$
|
(11,496,504
|
)
|
|
$
|
1,179,028
|
|
|
$
|
1,362,456
|
|
|
$
|
2,541,484
|
|
Segment assets
|
|
$
|
8,803,431
|
|
|
$
|
27,115,471
|
|
|
$
|
35,918,902
|
|
|
$
|
4,577,175
|
|
|
$
|
16,430,245
|
|
|
$
|
21,007,420
|
|
The company utilizes FASB ASC 740, “Income
Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities
are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based
on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not
be realized. The Company generated a deferred tax credit through net operating loss carry forwards. The Company had no tax provisions
as of September 30, 2019 and December 31, 2018. The company had a net loss during the quarter ended September 30, 2019, increased
the net loss carryforward.
In accordance with FASB ASC 855-10 Subsequent
Events, the Company has analyzed its operations subsequent to September 30, 2019 to the date these consolidated financial statements
were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial
statements, except as follows:
On October 11, 2019, the binding term sheet
between the stockholders of Green Equity S.A.S. and the Company expired. The Company declined to exercise its option to extend
the agreement. See Note 13 – Commitments and Contingencies for more information.
On October 11, 2019, the Company issued
a promissory note for $90,000 to MedPharm Holdings, LLC, a related party. The promissory note bears interest at 8.0% and has a
maturity date of May 31, 2020. The note may be extended or renewed at maturity by mutual agreement between the Company and noteholder,
and with no evidence of default.