Cautionary Statements
This Form 10-Q contains financial projections and other "forward-looking
statements," as that term is used in federal securities laws, about Grapefruit's
financial condition, results of operations and business. These statements
include, among others, statements concerning the potential for revenues and
expenses and other matters that are not historical facts. These statements may
be made expressly in this Form 10-K. You can find many of these statements by
looking for words such as "believes," "expects," "anticipates," "estimates," or
similar expressions used in this Form 10-K. These forward-looking statements are
subject to numerous assumptions, risks and uncertainties that may cause our
actual results to be materially different from any future results expressed or
implied by us in those statements. The most important facts that could prevent
us from achieving our stated goals include, but are not limited to, the
following:
(a) volatility or decline of our stock price;
(b) potential fluctuation in quarterly results;
(c) our failure to earn revenues or profits;
(d) inadequate capital to continue the business and barriers to raising the
additional capital or to obtaining the financing needed to implement our
business plans;
(e) failure to make sales;
(f) changes in demand for our products and services;
(g) rapid and significant changes in markets;
(h) litigation with or legal claims and allegations by outside parties, causing
us to incur substantial losses and expenses;
(i) insufficient revenues to cover operating costs;
(j) dilution in the ownership of the Company through the issuance by us of
additional securities and the conversion of outstanding warrants, notes and
other securities;
We cannot assure that we will be profitable. We may not be able to develop,
manage or market our products and services successfully. We may not be able to
attract or retain qualified executives and technology personnel. We may not be
able to obtain customers for our products or services. Our products and services
may become obsolete. Government regulation may hinder our business. Additional
dilution in outstanding stock ownership will be incurred due to the issuance or
exercise of more shares, warrants and other convertible securities.
Because the statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by the forward-looking
statements. We caution you not to place undue reliance on the statements, which
speak only as of the date of this Form 10-Q. The cautionary statements contained
or referred to in this section should be considered in connection with any
subsequent written or oral forward-looking statements that we or persons acting
on our behalf may make. We do not undertake any obligation to review or confirm
analysts' expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this Form 10-Q or to reflect the occurrence of unanticipated events.
The following discussion should be read in conjunction with our financial
statements and notes to those statements. In addition to historical information,
the following discussion and other parts of this annual report contain
forward-looking information that involves risks and uncertainties.
18
Current Overview
This Form 10-Q is Grapefruit's first regular report filed with the SEC since its
reverse acquisition of IGNG on July 10, 2019. Accordingly, to assist the reader
to better understand Management's Discussion and Analysis of Financial Condition
and Results of Operations, the following information about our business is
provided.
Our Company
Imaging3, Inc. (OTCQB: IGNG) was incorporated on October 29, 1993 as Imaging
Services, Inc. in the state of California. IGNG filed a certificate of amendment
of articles of incorporation to change its name to Imaging3, Inc. on August 20,
2002. From August 2002 until March 2019, IGNG was a development stage medical
device company specializing in the development of a portable, proprietary, X-ray
imaging technology designed to produce 3D images in real time. IGNG's devices
were designed to operate flexibly to serve varying imaging applications with
less radiation exposure in a lower cost, lower weight and easily transportable
format that does not require specialized power sources when compared to
currently available 3D imaging devices. IGNG was unable to raise sufficient
capital to commercialize its imaging technology. IGNG re-domiciled in Delaware
by means of a merger of IGNG with and into the IGNG's wholly-owned subsidiary,
Imaging3, Inc., a Delaware corporation ("IGNG-DE") in March of 2018.
Share Exchange
IGNG began discussions with Grapefruit Boulevard Investments, Inc., a California
corporation, on March 1, 2019, regarding the possible reverse acquisition of
IGNG by Grapefruit.
On March 11, 2019, IGNG signed a non-binding letter of intent ("LOI") to be
acquired in a reverse acquisition via a share exchange agreement to be completed
at some later date (the "Acquisition") by Grapefruit. Grapefruit holds licenses
issued by the State of California to manufacture and distribute cannabis
products in California. Grapefruit commenced operations in mid-2018 and has
received more than $450,000 in revenue from operations since Grapefruit own and
operate a manufacturing plant and distribution center within the Coachillin'
Industrial Cultivation and Ancillary Canna Business Park in Desert Hot Springs
near Palm Springs in Riverside County, California (the "Coachillin Site"). On
Thursday, March 7, 2019 Grapefruit obtained its final permit and clearance from
local authorities to commence operation of an ethanol extraction laboratory (the
"Extraction Lab") at the Coachillin site and commenced extraction and
post-production processing operations. The Extraction Lab is expected to be able
to produce both THC and CBD oils from either Biomass or unrefined biomass or
crude oil.
Pursuant to the terms of the LOI, IGNG and Grapefruit initiated negotiations
intended to result in completion of a definitive Share Exchange Agreement (the
"Exchange Agreement") encompassing all of the material terms of the Exchange
Agreement during the second quarter of 2019. Pursuant to the terms of the LOI,
the Exchange Agreement provided, among other things, that upon conclusion of the
Acquisition, Grapefruit's designees would own 81% of the then outstanding common
shares of the Company and the Company's current shareholders would own 19% of
such outstanding common shares. In addition, IGNG was required to settle certain
outstanding creditor obligations on terms acceptable to both Grapefruit and
IGNG.
On July 10, 2019, IGNG effectuated a Share Exchange pursuant to that certain
Exchange Agreement. On the Closing Date, IGNG issued to the Stakeholders an
aggregate of three hundred sixty-two million, two hundred, twenty-nine thousand,
one hundred and one (362,979,114) newly issued shares of Common Stock of the
Company, $0.001 par value, in exchange for 100% of the shares of Grapefruit's
common stock. As a result, thereof, Grapefruit became a wholly owned subsidiary
of IGNG.
By early June 2019, the Company had shifted its focus to manufacturing cannabis
distillates and edibles and distribution of such cannabis products.
The Company is now focused on becoming a premier manufacturer and distributor of
legal cannabis products in California. We will distribute our own branded
product lines as well as product produced by other manufacturers. We will
continue to service the wholesale cannabis marketplace by selling bulk Honey THC
Oil, Flower and Trim to manufactures and other distributors throughout
California. We will also offer our expert cannabis advice to others in
connection with their branding, compliance, packaging, extraction, edible
manufacturing and distribution logistics efforts.
19
The Auctus Financing
In addition to focusing the Company's operations on execution of Grapefruit's
cannabis product business plan, the Company is taking those steps necessary to
complete its financing plan (the "Financing") set forth in its Securities
Purchase Agreement (the "SPA") and related documents entered into between the
Company and Auctus Fund, LLC "Auctus") by which, subject to certain conditions
precedent, Auctus is obligated to purchase up to $4,000,000 of Convertible Notes
(the "Notes") to be issued by the Company to Auctus and to exercise up to
$6,200,000 of common stock purchase warrants (the "Warrants") to be issued to
Auctus by the Company pursuant to the SPA. Grapefruit has received $2.0 million
of gross proceeds as of September 30, 2019 and expects to receive an additional
$2.0 million by the end of the year.
Industry Overview
Global consumer spending on legal cannabis in 2018 showed a growth rate of 20
percent in sales of cannabis in regulated markets. Cannabis sales are on track
to increase 36 percent to $14.9 billion in 2019 and reach $40 billion by 2024
according to the "State of Legal Cannabis Markets" Report released by Arcview
Market Research and BDS Analytics. This report points to growth in the cannabis
markets while underlining the challenges that face the sector. The "Total
Cannabinoid Market" ("TCM") in the United States, which includes medical and
recreational cannabis sales in regulated dispensaries, plus sales of
FDA-approved pharmaceuticals and hemp-based CBD products.
Most notably, in 2018 the U.S. Food and Drug Administration (FDA) approved GW
Pharmaceutical's Epidiolex and passed the 2018 Farm Bill legalizing hemp and
cannabidiol oil derived from hemp as long as it contained less than 0.3% THC.
According to State of Legal Cannabis Markets, 7th Edition, by Arcview Market
Research and BDS Analytics, the 2018 Farm Bill allows pharmacies, extraction
labs, and general retailers to sell CBD-based products in all 50 states, which
is expected to enhance the TCM. In the U.S. alone, sales of CBD products in all
channels are expected to reach $20 billion by 2024.
In 2018 the legal cannabis industry experienced one of its slowest annual
expansion rates since Colorado launched the adult-use era in 2014.
In California, its legal spending on cannabis fell, from $3 billion in 2017 to
$2.5 billion, in the year in which it implemented an adult-use regulatory
regime. A key takeaway from the California market is that highly restrictive
regulations and high tax rates are hurting the legal market's ability to compete
with the illicit market. The barriers to enter into the legal cannabis market
are also increasing in California because its temporary cannabis licensing
scheme has ended. Currently any license applicant must now wait a protracted
amount of time before the applicant receives its license and must wait a year in
some cases for the application to make its way through the local and state
licensing authorities.
According to the "State of Legal Cannabis Markets" Report, other key trends in
the United States Legal Cannabis Markets include:
? Total legal cannabis spending in regulated dispensaries in the U.S. topped
$9.8 billion in 2018, and is forecast to grow to $30 billion in 2024, a
compound annual growth rate (CAGR) of 20 percent.
? Investment capital raised by cannabis companies more than quadrupled to $14
billion in 2018, according to Viridian Capital Advisors.
? Despite a 55 percent decline in 2018 in New Cannabis Ventures' Global Cannabis
Stock Index, the five largest Canadian licensed producers closed the first
quarter of 2019 at a combined market capitalization of $48 billion.
? A total of 13 state markets will have passed the $1 billion mark in total
annual legal cannabis spending by the end of 2024-by the end of 2018, only
three had done so (California, Colorado and Washington).
20
Grapefruit's Competitive Advantage in the Industry
Grapefruit holds its State of California provisional licensing from the Bureau
of Cannabis Control and the California Department of Public Health. The Company
has its permanent annually renewable provisional license as opposed to a
temporary license. The Company expects the annual renewal to be a non-intrusive
and scaled down as opposed to what the renewal process was previously. The
Company is one of the earliest registered distribution companies with the State
of California to have an annually renewable license as opposed to the temporary
licenses previously granted. In January 2019, the State of California revised
its cannabis regulations to restrict the ability of companies to become licensed
businesses.
California has three distinct regulatory agencies that govern the issuance of
cultivation licenses, manufacturing licenses and distribution licenses. In order
to foster the then-nascent commercial cannabis industry, the State of California
initially allowed each regulatory agency to grant temporary licensing to
companies with very minimal regulatory requirements and oversight. In fact, a
new or then-existing cannabis company only had to show State Regulators that
their local city was allowing their commercial cannabis business to operate
which was an uncomplicated task. A temporary license was a conditional license
that allowed a cannabis business to engage in commercial cannabis activity for a
period of 120 days. The State granted operators 90-day extensions of their
temporary license while final cannabis regulations were being developed and
officially implemented by the State.
On January 1, 2019, the State of California eliminated the temporary cannabis
licensing scheme. The impact of this regulatory restriction prevents all new
cannabis companies from starting their operations without first applying for,
and obtaining, a provisional license from the appropriate regulatory agency. The
same regulatory restriction prevents existing, but unregulated, cannabis
companies from continuing to engage in commercial cannabis operations without
shutting down while applying for, and obtaining, an annual license from the
appropriate regulatory agency. The elimination of the temporary license scheme
significantly thinned out the number of commercial cannabis businesses operating
in the State. This was due to the regulatory requirements required to apply for
an annual license which include compliance with the California Environmental
Quality Act, provision of a Hazardous Waste Disposal Plan and the multitude of
other regulatory requirements to operate a compliant cannabis business.
The regulatory changes have impacted the ability of new businesses to enter the
marketplace and compete with Grapefruit. However, none of Grapefruit's
commercial cannabis businesses have been impacted by the regulatory changes to
the marketplace.
Grapefruit owns two acres of fully entitled cannabis real property located in
the Coachillin' Industrial Cultivation and Ancillary Canna-Business Park.
Grapefruit understood the State's regulatory burdens and expense for commercial
cannabis businesses to successfully operate. For example, the State requires
cannabis business to provide 24 hour-per-day on-site armed security for their
facility. This is a shared expense of the property Coachillin property owners.
In addition, Coachillin property owners pay agricultural power rates of nine (9)
cents per kilowatt hour which is significantly less than what others pay for
power. The location within Coachillin allows the Company to apply for and hold
every cannabis license available under the California Cannabis laws.
Grapefruit intends 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. The canopy is estimated to produce thousands of
pounds of the highest quality indoor cultivars of cannabis annually.
The Coachillin' property owners' association, which Grapefruit is a part of,
will feature a unique drive through retail cannabis dispensary right off highway
10 on the way to Coachella and Palm Springs. Grapefruit will have the right to
sell its cannabis products directly to the public through the drive through
dispensary. Coachillin' will also feature a cannabis hotel and music stadium and
other visitor areas. By Grapefruit locating in Coachillin, the company gains
instant exposure to thousands of hotel guests and other cannabis visitors that
will visit the Coachillin' cannabis friendly resort over time. Grapefruit
believes that the canna-tourism industry will mature to be similar to the wine
industry and can capitalize on this industry by virtue of its location within
the Canna-business park.
21
Distribution
Grapefruit initially obtained its California wholesale recreational and
medicinal cannabis distribution license on January 4, 2018. Thereafter,
Grapefruit met all of its ongoing regulatory requirements and filed its
application for an annual distribution license. In May 2019, Grapefruit was
granted its provisional distribution license, thereby acquiring the regulatory
foundation necessary to expand its distribution business. From July 2018 through
the first quarter of 2019, Grapefruit used its distribution license to sell bulk
cannabis flowers and trim to other distributors and to manufacturers to satisfy
their own raw materials requirements. In addition, Grapefruit sold flowers, vape
cartridges and concentrates to licensed retailers throughout California.
In California, cannabis cultivators and manufactures are prohibited from selling
their products - e.g., flowers or edibles - directly into the marketplace. These
companies are required to use a licensed distributor, such as Grapefruit.
Grapefruit's distribution license affords it a twofold strategic advantage:
first, to market and sell its own cannabis product lines to retailers throughout
California; and second to buy and resell bulk cannabis oil, flower and trim as
an unfettered middleman to any properly licensed customer anywhere in California
that it identifies a profit opportunity.
Additionally, after marijuana plants are mature, they're harvested within a
certain time frame to keep the product fresh. Throughout the growth cycle and
during this specific time period after the plant has been harvested, a grower
will trim the plant of its leaves, focusing mostly on the remaining buds.
Specifically speaking, trim is defined as the excess snipping of leaves from
buds of marijuana plants. Note that leftover product can still be used to make
extractions, tinctures, hash and edibles, so growers and trimmers alike can
always increase sales with a larger product offering.
Manufacturing
The Company owns a fully licensed ethanol extraction facility in the City of
Desert Hot Springs, CA. The Company owns and operates a Type 6 Ethanol
Extraction Plant which removes the essential cannabis compounds, such as THC
Distillate, that we, and others use, to produce cannabis products.
Grapefruit's extraction lab produces high quality distillate or "Honey Oil" from
trim that Grapefruit sources utilizing its distribution license as set forth
above. THC Honey Oil is a fundamental cannabis commodity which serves as the
active ingredient in products from infused edibles to tinctures/creams to the
cartridges used in vapes or e-cigarettes. Honey Oil sells in the wholesale
marketplace at approximately $6,250 to $8,800.00 per liter. Pricing is dependent
on quantity purchased as well as other market factors such as the availability
and cost of the underlying trim - the raw cannabis material from which
Grapefruit produces oil. Grapefruit began extraction operations in May 2019.
Plans are in place to expand production through the purchase of additional
extraction equipment which we expect will to allow the lab to produce two (2) to
four (4) liters per day of finished Honey Oil by the end of 2019. Grapefruit
chose to set up its extraction laboratory in the City of Desert Hot Springs
because the City does not tax the manufacture of oil by Grapefruit at its Desert
Hot Springs extraction facility, thereby providing Grapefruit with an additional
competitive advantage.
THC Distillate is an all-purpose product that is used in the manufacture of
everything from cannabis edibles to "e-cigarette" vape carts to tinctures, to
creams and pre-rolled cannabis "joints". We sell our distillate in California to
companies that manufacturer their own product lines of edibles and/or vape
cards. We also intend to use our own Distillate to produce our branded line of
edibles and vape carts to allow us to control the quality of our product lines.
We also manufacture marijuana cigarettes (which we market as pre-rolls) for sale
into the retail marketplace. This manufacturing process is streamlined through
the use of machinery and our employees who inspect each marijuana cigarette to
ensure quality control. We have partnered with different manufactures in
California to manufacture our line of branded products we intend to distribute
and/or sell into the marketplace. We do not restrict our needs to a single
manufacturer or distribution company as we maintain ongoing relationships with
Tier 1 vendors across the cannabis eco-system.
22
Branding
We package and brand cannabis products. One of the key elements to our branding
strategy is performing an analysis on a product's competitor(s) currently in the
retail space and working to make our product stand out. We work on pricing
strategies, boutique branding elements and other ways to differentiate when
shelf space gets limited and retailers slow down on taking certain product
classes.
Sugar Stoned
Grapefruit acquired the Sugar Stoned® brand in the winter of 2018 for use
through the winter of 2021. We began the manufacturing process and research and
development process for our products immediately, and recently began to sell and
distribute Sugar Stoned branded products throughout California. Retail cannabis
product consumers can purchase Sugar Stoned infused gummies that have been
tested and are certified to be pesticide and heavy metal free by a third-party
laboratory before being released at retail. Sugar Stoned brand is now a
Grapefruit portfolio brand consisting of a premium quality cannabis infused
gummy line with eight different flavors: Blue Raspberry, Cherry, Grape, Peach,
Pineapple, Sour Apple, Strawberry and Watermelon.
Rainbow Dreams
Grapefruit recently launched a new life-style brand designed specifically for
the recreational cannabis marketplace called "Rainbow Dreams." The Rainbow
Dreams brand captures the "anything goes party vibe" of the 1970s by offering an
array of cannabis products such as a line of vape cartridges with unique
cannabis strains combined with all natural flavors for a no-burn experience
compared to the traditional or earlier generation cartridges which burn at much
higher temperatures and provide the user with a burning sensation when inhaling.
Rainbow Dreams fills a niche in the marketplace - a top shelf quality product
line that we expect to be competitively priced. We are currently developing THC
and CBD infused gummies and mints which expect to incorporate into the Rainbow
Dreams product line and make available for sale by the end of 2019.
We are also in the process of preparing to introduce several cannabis infused
offerings and a new line of THC and CBD vaporizer cartridges in the third
quarter of 2019.
Intellectual Property
The Company expects to file trademark requests with the State of California in
the first quarter of 2020 relating to some of the Company's brands and products.
The Company currently maintains a portfolio of trade secrets relating to the
formulas for its CBD gummies, vaporization cartridges and oils.
Tolling
We expect to enter into toll processing agreements by which cultivators will
provide us with their dried biomass (i.e., Trim) which we then process at our
extraction facility into finished distillate. In exchange, we provide 50% of the
finished product to the cultivator. The cultivator is free to use our
distribution service to sell their finished product or transfer the finished
product to another distributor.
Packaging
We provide packaging services to re-integrate formally unlicensed products back
into the legal marketplace. The space on packaging is limited due to compliance
laws. We spend a significant amount of time working out these issues in a
pre-production phase. Our goal is to keep a brand's original design work while
complying with al the government regulations. We devote serious efforts to
re-brand an unlicensed product to quickly and efficiently re-integrate it into
the retail space.
23
Marketing and Sales
We have retained employees with cannabis-related experience in product
manufacturing, branding, marketing and retail sales in the State of California.
We have a strategic relationship with a full service traditional and digital
marketing agency that will promote our company and products. We have a
multi-pronged approach to marketing our Company and its branded product lines:
(1) social media - including Instagram, Facebook and Twitter; (2) influencers
who are expected to promote our branded products directly to recreational
cannabis users; (3) attendance at specific industry events that are designed to
promote our company to both macro and micro targeted audiences; (4) targeted
radio advertising designed to reach the recreational marketplace and static
marketing (e.g., well placed bill board advertising); and (5) use of our sales
force for the personal touch required to obtain shelf-space in all recreational
and medicinal dispensaries.
The Company employs inside salespersons for retail, and outside salespeople for
wholesale purchases. Additionally, the Company maintains an online digital
platform where customers may purchase the Company's products.
Sources and Availability of Raw Materials; Principal Suppliers
In general, raw materials essential to our business are readily available from
multiple sources. So far, we have been able to source the materials required to
manufacture our THC Distillate as well as our edibles and vape cartridges. Our
products use both non-cannabis and cannabis raw materials. We have the entire
United States for the sourcing non-cannabis raw materials - such as terpenes,
which are the compounds from plant extracts that provide the unique flavor
profile in cannabis products, and cells, which are the industry standard
vaporization carts. The California cannabis marketplace is diverse, and we have
developed the relationships with other companies to ensure the consistent
availability of the raw materials.
Because we have no direct control over these suppliers, interruptions or delays
in the products and services provided by these parties may be difficult to
remedy in a timely fashion. In addition, if such suppliers are unable or
unwilling to deliver the necessary products or raw materials, we may be unable
to redesign or adapt our technology to work without such raw materials or
products or find alternative suppliers or manufacturers. In such events, we
could experience interruptions, delays, increased costs or quality control
problems, or be unable to sell the applicable products, all of which could have
a significant adverse impact on our revenue.
Competition
The cannabis industry is subject to significant competition and pricing
pressures. We may experience significant competitive pricing pressures as well
as competitive products and services providers. Several significant competitors
may offer products and/or services with prices that may match or are lower than
ours. We believe that the products and services we offer are generally
competitive with those offered by other cannabis companies. It is possible that
one or more of our competitors could develop a significant research advantage
over us that allows them to provide superior products or pricing, which could
put us at a competitive disadvantage. Continued pricing pressure or improvements
in research and shifts in customer preferences away from natural supplements
could adversely impact our customer base or pricing structure and have a
material and adverse effect on our business, financial condition, results of
operations and cash flows.
Additionally, CBD is a naturally occurring cannabinoid constituent of cannabis.
It was discovered in 1940 and is known to exhibit neuroprotective properties in
many experimental systems. However, development of CBD as a drug has been
confounded by the following: 1) low potency; 2) a large number of molecular
targets; 3) marginal pharmacokinetic properties; and 4) designation as a
schedule 1 controlled substance. We view that companies specializing in the
sale, distribution and manufacturing of CBD based products as some of our
stronger competitors based on recent laws and regulatory schemes.
Government Approvals and Regulations
The formulation, manufacturing, processing, labeling, packaging, advertising and
distribution of our products are subject to regulation by several federal
agencies, including the Food and Drug Administration ("FDA"), the Federal Trade
Commission ("FTC"), the Consumer Product Safety Commission, the U.S. Department
of Agriculture ("USDA") and the Environmental Protection Agency ("EPA"). These
activities are also regulated by various agencies of the states and localities
in which our products are sold. The FDA regulates the processing, formulation,
safety, manufacture, packaging, labeling and distribution of dietary supplements
(including vitamins, minerals, and herbs) and cosmetics, whereas the FTC has
jurisdiction to regulate the advertising of these products.
24
The FDA's Good Manufacturing Practices ("GMP") regulations require dietary
supplements to be prepared, packaged and held in compliance with strict rules,
and require quality control provisions similar to those in the GMP regulations
for drugs. The FDA could in the future choose to inspect one of our facilities
for compliance with these regulations and could cause non-compliant products
made or held in the facility to be subject to FDA enforcement actions.
The FDA has broad authority to enforce the provisions of the FDCA and their
regulation of foods, dietary supplements and cosmetics may increase or become
more restrictive in the future. Additional legislation could be passed which
would impose substantial new regulatory requirements for dietary supplements,
potentially raising our costs and hindering our business.
Our advertising is subject to regulation by the Federal Trade Commission, or
FTC, under the Federal Trade Commission Act. In recent years the FTC has
initiated numerous investigations of dietary supplement and weight loss products
and companies. Additionally, some states also permit advertising and labeling
laws to be enforced by private attorney generals, who may seek relief for
consumers, seek class action certifications, seek class wide damages and product
recalls of products sold by us. Any of these types of adverse actions against us
by governmental authorities or private litigants could have a material adverse
effect on our business, financial condition and results of operations.
In addition to FDA and FTC regulations, our products may face further regulation
under the Single Convention on Narcotic Drugs 1961, which governs international
trade and domestic control of narcotic substances including cannabis extracts.
Countries may interpret and implement their treaty obligations in a way that
creates a legal obstacle to our obtaining marketing approval for our products in
those countries. These countries may not be willing or able to amend or
otherwise modify their laws and regulations to permit our products to be
marketed or achieving such amendments to the laws and regulations may take a
prolonged period of time. In the case of countries with similar obstacles, we
would be unable to market our product candidates in countries in the near future
or perhaps at all if the laws and regulations in those countries do not change.
Additionally, the Company is also subject to California law regarding
dissemination of information via advertising. Mainly, these rules and
regulations relate to directing advertisements to people aged 21 years and
older. The type of advertising the Company expects to conduct and pursue is
similar to how alcohol companies direct their advertising and marketing efforts.
Controlled Substance Regulation
At some point our products may be developed and be subject to U.S. controlled
substance laws and regulations and failure to comply with these laws and
regulations, or the cost of compliance with these laws and regulations, may
adversely affect the results of our business operations, both during clinical
development and post approval, and our financial condition.
Certain products we may develop could contain controlled substances as defined
in the federal Controlled Substances Act of 1970, or CSA. Controlled substances
that are pharmaceutical products are subject to a high degree of regulation
under the CSA, which establishes, among other things, certain registration,
manufacturing quotas, security, recordkeeping, reporting, import, export and
other requirements administered by the DEA. The DEA classifies controlled
substances into five schedules: Schedule I, II, III, IV or V substances.
Schedule I substances by definition have a high potential for abuse, not
currently "accepted medical use" in the United States, lack accepted safety for
use under medical supervision, and may not be prescribed, marketed or sold in
the United States. Pharmaceutical products approved for use in the United States
may be listed as Schedule II, III, IV or V, with Schedule II substances
considered to present the highest potential for abuse or dependence and Schedule
V substances the lowest relative risk of abuse among such substances. Schedule I
and II drugs are subject to the strictest controls under the CSA, including
manufacturing and procurement quotas, security requirements and criteria for
importation. In addition, dispensing of Schedule II drugs is further restricted.
For example, they may not be refilled without a new prescription. We do not
intend to produce "controlled substances" at this time, due to regulatory
complications.
25
Employees
As of September 30, 2019, we had 14 full-time employees. Grapefruit has 4
employees at its lab facilities. One of the lab employees is responsible for
managing onsite operations at the Warehouse. Grapefruit has a total of 5 inside
sales and branding employees as well as 2 employees for operational support.
Finally, the Company has 3 outside salespeople located in Northern California.
These salespeople are in charge of Grapefruit's bulk flower and trim sales. Our
employees are not represented by a labor union or other collective bargaining
groups at this point in time, and we consider relations with our employees to be
good. We currently plan to retain and utilize the services of outside
consultants for additional research, testing, regulatory, legal compliance and
other services on an as needed basis.
Properties
We own approximately two acres of real property located in the Coachillin'
Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs,
located on the extension of North Canyon Rd., approximately 10 miles north of
the center of Palm Springs. We intend on building a fully integrated
distribution, manufacturing and cultivation facility to become a seed to sale,
fully vertically integrated Cannabis and CBD product Company.
Additionally, our cannabis and CBD extraction laboratory and distribution
facility are located in the same Canna-Business Park. On September 1, 2018, the
Company entered into a three-year lease for approximately 2,268 square feet
which commenced on March 1, 2018. Monthly lease payments are approximately
$1,134.
Results of Operations for the Nine Months Ended September 30, 2019 as compared
to the Nine Months Ended September 30, 2018.
The following sets forth selected items from our statements of operations for
nine months ended September 30, 2019 and for the nine months ended September 30,
2018.
Nine Months Nine Months
Ended Ended
September 30, 2019 September 30, 2018
Net revenues $ 332,041 $ 130,880
Cost of goods sold 543,999 130,028
Gross Profit (211,958 ) 852
Research and development 108,794
General and administrative expenses 959,360 123, 019
Income (loss) from operations (1,171,318 ) (230,961 )
Total other income (expenses) (2,396,550 ) (87,210 )
Net loss attributable to noncontrolling interest (9,468 ) -
Net income (loss) $ (3,577,336 ) $ (318,171 )
Our initial operations began in September of 2017 when the company was formed,
and our first sales of our product occurred in July of 2018. In April of 2019
our production facilities in Coachillin' became fully operational. Revenue for
the nine months ended September 30, 2019 was $332,041 compared to $130,880 for
the corresponding period in 2018, an increase of $201,161, or 154%. The increase
was primarily due to increase in bulk trim sales of $324,000 offset by a
decrease in distribution services of $88,000 and retail sales of $39,000.
Cost of goods sold for the nine months ended September 30, 2019 was $543,999
compared to $130,028 for the corresponding period in 2018, an increase of
$413,970. The increase was primarily due to the increase in sales for 2019.
Our resulting gross profit for the nine months ended September 30, 2019 and 2018
was $(211,988) and $852, respectively. During this initial emerging business
ramp and increase in period over period sales, we used pricing strategies to
obtain market penetration. We expect this strategy to continue for the near
future while achieving significantly improved gross margins during 2020.
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Our general and administrative expenses for the nine months ended September 30,
2019 were $959,360 compared to $123,019 for the corresponding period in 2018,
The increase in expense is primarily due to legal and accounting costs
associated with Grapefruit becoming a public company.
Other expense for the nine months ended September 30, 2019 primarily reflects
the change in value of derivative instruments.
Our resulting net losses for the nine months ended September 30, 2019 and 2018
were $3,577,336 and $318,171, respectively.
Results of Operations for the Three Months Ended September 30, 2019 as compared
to the Three Months Ended September 30, 2018.
The following sets forth selected items from our statements of operations for
three months ended September 30, 2019 and for the three months ended September
30, 2018.
Three Months Three Months
Ended Ended
September 30, September 30,
2019 2018
Net revenues $ - $ 127,100
Cost of goods sold - 73,333
Gross Profit - 53,767
General and administrative expense 761,416 35,629
Income (loss) from operations (761,416 ) 18,318
Change in value of derivatives (2,030,995 )
Other income (expenses) (125,740 ) (11,085 )
Provision for income taxes - -
Net (loss) income $ (2,918,151 ) $ 7,053
Revenue for the three months ended September 30, 2019 was $0 compared to
$127,100 for the corresponding period in 2018. The decrease was due to four
factors: 1. After we initially made the decision to go forward with the
Grapefruit/IGNG reverse acquisition and become a public company, we were advised
by a cannabis accounting expert consultant to cease our wholesale cannabis
distribution activities to insure that the cash management protocols which we
were utilizing at the time (commencing in March 2019) were fully compliant with
applicable California regulations such that that the preparation of our audit
would not be negatively affected by those wholesale cannabis distribution
activities. From our inception to that time, these cannabis wholesale activities
had been the major source of our revenues, but we chose to be conservative and
temporarily shut them down while we examined the cash management protocols we
utilized to operate our cannabis wholesale activities to assure they were in
compliance with all applicable California laws and regulations and consequently
suffer a short term drop in revenue to insure full compliance and a successful
audit; 2. Management's focus shifted to completing the Grapefruit/IGNG
acquisition which required much additional management time and expense; 3. A
lack of working capital which was caused, in significant part, by the costs of
transition to public company status and; 4. delay in connection with the full
time operation of our Desert Hot Springs, CA ethanol extraction laboratory due
to factors 2 and 3 above. Thankfully, after a review of our cash management
protocols, it was determined that the cash management protocols that we utilized
from inception through the end of March, 2019 were compliant and would not
negatively affect our receipt of a clean audit opinion on our Company, the audit
commenced in late August, 2019, we completed the Grapefruit/IGNG reverse
acquisition process, freeing up management to focus on our business operations
and we completed the first two tranches of the Auctus investment. The
combination of these factors allowed us to restart our wholesale cannabis
distribution activities in early September 2019 and that business is currently
being aggressively ramped up. Furthermore, for the same reasons, the ethanol
extraction plant has been restarted and is producing THC crude oil on a daily
basis.
As a result of the above, cost of goods sold for the three months ended
September 30, 2019 were $0 as compared to $73,333 for the corresponding period
in 2018.
Our resulting gross profit for the three months ended September 30, 2019 and
2018 were $0 and $53,767, respectively,
Our general and administrative expenses for the three months ended September 30,
2019 was $761,461 compared to $35,629 for the corresponding period in 2018. The
increase in costs include $421,969 for legal, audit, accounting, and investor
relations expenses, as well as $90,526 of plant facility and other related
costs.
Our resulting net loss/income from operations for the three months ended
September 30, 2019 and 2018 were $(761,461) and $7,053, respectively.
The Company acquired derivative liabilities with the Share Exchange on July 10,
2019. During the three months ended September 30, 2019 and 2018, we recorded a
change in the value of derivatives of $(2,030,995). There were no derivatives
held by the Company during the three months ended September 30, 2018; hence,
there was $0 of related expense during that period.
Liquidity and Capital Resources
Our cash position increased to $467,387 as of September 30, 2019 from $65,922 as
of December 31, 2018. The increase in cash was primarily due to the issuance of
debt in connection with the consummation of our Share Exchange Agreement. Our
total current assets increased to $1,227,850 as of September 30, 2019, from
$166,745 as of December 31, 2018. Included in current assets as of September 30,
2019 is $361,597 of raw materials, work in process, and finished goods inventory
which we expect to turn over within the next two quarters.
Our total current liabilities increased to $4,956,071 as of September 30, 2019
from $767,013 as of December 31, 2018. This increase is primarily due to the
liabilities assumed with Share Exchange Agreement transaction.
During the nine months ended September 30, 2019, we used $(1,329,633) of net
cash for operating activities, as compared cash provided by operations of
$326,619 used during the nine months ended September 30, 2018. Net cash used in
investing activities during the nine months ended September 30, 2019 was
$206,486, as compared to $1,439,502 during the nine months ended September 30,
2018. Net cash provided by financing activities during the nine months ended
September 30, 2019 was $1,937,584, as compared to $1,371,025 during the nine
months ended September 30, 2018.
We expect our working capital requirements in the next twelve months to be met
primarily by the proceeds of issuance of debt, convertible instruments and other
securities to our existing creditor, shareholders, and other investors, as well
as from cash flow from operations. We expect to need additional working capital
from outside sources to cover our anticipated operating expenses. There is no
assurance that the Company will be able to raise sufficient additional capital
or financing to continue in business or to effectively execute its business
plan.
Going Concern Qualification
We have incurred significant losses from operations, and such losses are
expected to continue. In their report on our financial statements as of and for
the fiscal year ended April 30, 2019, our auditors have expressed substantial
doubt about our ability to continue as a going concern. In addition, we have
limited working capital. The foregoing raises substantial doubt about our
ability to continue as a going concern. Management's plan includes, among other
things, by issuance of debt and by seeking additional equity financing by
selling our equity securities. We cannot guarantee that additional capital
and/or debt financing will be available when and to the extent required, or that
if available it will be on terms acceptable to us. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. The "Going Concern Qualification" may make it substantially more
difficult for us to raise capital.
Off-Balance Sheet Arrangements
None.
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