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- First Of The Kind: Denver’s Emergence Into Public Cannabis Consumption
- Cannabis Legalization
- Montana Group Continues Fight For Cannabis Legalization
- Twelve Top Presidential Candidates On Cannabis Legalization
- O, Cannabis! Reviewing Canada’s Groundbreaking Federal Legalization
- Five Celebrities Cashing In On The Cannabis Industry
- Erase Denver Pot Convictions
First Of The Kind: Denver’s Emergence Into Public Cannabis Consumption
Pursuant to the Agreements, through the year ended December 31, 2016, the Company converted Series 2 Convertible Notes with an combination excellent principal amount of $1,756,250, together with accrued interest of $399,063, in change for the issuance of 15,253,089 shares of the Company’s common inventory. If outcomes of operations for 2018 do not meet management’s expectations, or further capital just isn’t obtainable, administration believes it has the ability to scale back certain expenditures. The Company believes its cash balances and money circulate from operations shall be insufficient to fund its operations for the next 12 months. If the Company is unable to substantially improve revenues, scale back expenditures, or otherwise generate cash flows for operations, then the Company might want to raise extra funding to continue as a going concern.
The largest portion of this backlog involves a big, multi-state buyer that has placed on maintain two tasks in states where the present market situations, together with wholesale hashish costs, are not favorable. Refer to theRevenue Recognitionsection of Note 2 in our consolidated monetary statements, included as part of this Annual Report for added information on our estimate of future revenue recognition on our remaining efficiency obligations. While the federal government has the best to regulate and criminalize hashish, state and municipal governments could undertake or amend additional laws and regulations that additional criminalize or adversely have an effect on hashish businesses. States that currently have legal guidelines that decriminalize or legalize certain aspects of cannabis, such as medical marijuana, might sooner or later, reverse course and undertake new laws that further criminalize or adversely have an effect on cannabis companies. Additionally, municipal governments in certain states might have laws that adversely have an effect on cannabis companies, although there aren’t any such laws on the state stage.
Montana Group Continues Fight For Cannabis Legalization
The quarterly director fees are paid 50% in money and 50% in shares of the Company’s common stock, with the number of shares decided based mostly on the closing value of the frequent stock on the date of issuance. The worth attributable to those shares, which had been issued in August 2017, was $15,000 as calculated utilizing the fair worth of the Company’s common stock on August 7, 2017. In March 2017, in a personal transaction, certain principal shareholders of the Company, assigned to the Previous CEO, non-qualified inventory choices to purchase 3,088,800 shares of the Company’s common stock outstanding underneath the 2014 Stock Plan. The principal shareholders knowledgeable the Company that they agreed to assign these options as an incentive (i) for the Previous CEO to complete the negotiations with the Company’s convertible noteholders to convert their notes into shares of the Company’s widespread stock, and (ii) for the Previous CEO to complete a private placement of the Company’s widespread inventory.
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As of December 31, 2017, the advisor is owed cash fees of $12,750 which were paid within the type of absolutely vested restricted shares in February 2018. Due to our market presence and expertise, we receive frequent inbound inquiries for our products and services. We are, nonetheless, proactive in our outreach to our target market using trade commerce exhibits and conventions and speaking engagements to realize industry visibility and presence cost-effectively.
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All of the foregoing could impression our customers’ capacity to buy our products and services, which may adversely affect our enterprise, income and earnings. Certain components might have a fabric opposed effect on our business, monetary condition, and results of operations.
Five Celebrities Cashing In On The Cannabis Industry
Our responsibility is to express an opinion on these consolidated monetary statements primarily based on our audit. dankstop lil hitter frosted spoon pipe have audited the accompanying consolidated stability sheet of Surna Inc. and subsidiary (the “Company”) as of December 31, 2017 and the related consolidated assertion of operations, stockholders’ fairness, and money flows for the year then ended, and the related notes (collectively, the “consolidated monetary statements”). In dankstop ceramic universal carb cap dabber for 14 18mm , the consolidated financial statements present pretty, in all materials respects, the monetary position of the Company as of December 31, 2017, and the outcomes of its operations and its cash flows for the yr ended December 31, 2017, in conformity with accounting ideas generally accepted in the United States of America. This dialogue and analysis of our financial situation and outcomes of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting ideas generally accepted within the United States of America.
Our failure to obtain sufficient financing on acceptable phrases and circumstances could have a cloth antagonistic impact on our growth prospects and our enterprise, monetary condition and results of operations. As a result of the federal illegality of the cannabis business, many banks don’t provide banking services to the cultivation and distribution segments of the business, the argument being that they might be accepting for deposit funds derived from the operation of a federally unlawful business. Moreover, the FinCEN guidance could also be rescinded or amended at any time so as to reconcile the now conflicting steerage of the Sessions Memo. At present, few banks have taken benefit of the FinCEN guidance, leading to many cannabis businesses still operating on an all-money foundation. This makes it difficult for cannabis businesses to handle their companies, pay their staff and taxes, and having a lot cash available additionally creates important public safety issues.
As of December 31, 2017, the unbiased administrators and a consultant had been owed cash fees of $27,750 which were paid in the form of totally vested restricted shares in February 2018. The Banker Warrants had been absolutely vested on the date of issuance and could also be exercised starting December 20, 2017. The Company recorded $30,687 of expense for the truthful worth of the Banker Warrant on the date of issuance. The truthful value of the Banker Warrants at date of issuance was determined utilizing the Black-Scholes Model.
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For data concerning our crucial accounting policies as well as latest accounting pronouncements, see Note 2 of our consolidated financial statements. Historically, we had little publicity to the gathering danger on accounts receivable since we sometimes received payments from our clients prematurely of our efficiency of providers or supply of equipment.
Many ancillary companies that service cannabis companies should take care of the unpredictability of their shoppers or clients not having a checking account. The lack of ability of our prospects to open financial institution accounts and otherwise entry the services of banks, including obtaining credit score, may make it tougher and costly for them to function and more difficult for such customers to purchase our services, which may materially hurt our enterprise, income and earnings. We anticipate we would require more money sources to finance our continued development or different future developments, together with any investments or acquisitions we may decide to pursue. We may have extra funds to finish additional growth of our business plan to attain a sustainable sales degree the place ongoing operations can be funded out of revenue.
Brandy Keen, a principal shareholder, co-founder and Vice President, is commonly engaged as a speaker on local weather control and power efficiency by organizations similar to National Cannabis Industry Association, Cannabis World Congress and Business Exposition and CannaCon and is frequently cited in industry-related publications. Ms. Keen is also a member of Denver’s Department of Public Health and Environment Cannabis Sustainability Work Group, whose mission is to advertise sustainability in the hashish trade through training, the development and dissemination of greatest practices, and the facilitation of dialogue between the hashish business, the neighborhood, and technical consultants. During the yr ended December 31, 2018, the Company awarded 1,406,055 shares of restricted inventory underneath the 2017 Equity Plan in consideration of services rendered to the Company by certain unbiased directors and consultants. These restricted shares were fully vested at the time of the award and the combination worth attributable to these shares was $301,650, as calculated utilizing the truthful worth of the Company’s frequent stock on date the Board approved these awards. As of December 31, 2018, the impartial directors were owed money charges of $15,000 which have been paid within the form of absolutely vested restricted shares in January 2019.
The assumptions used in the Black-Scholes Model were term of the Banker Warrant of three years, volatility fee of 120.02%, rate of quarterly dividends 0% and a threat-free rate of interest of 1.fifty two%. In June 2018, the Company issued 7,562,500 investment items to accredited buyers at a unit price of $0.sixteen for gross proceeds of $1,210,000, with every unit consisting one share of frequent inventory and a warrant to purchase one share of frequent inventory. There could be no assurance that the Company will be able to elevate debt or equity financing in adequate quantities, when and if needed, on acceptable terms or at all.
The Company is topic to risks frequent to similarly-located firms together with, however not restricted to, new technological innovations, dependence on key personnel, safety of proprietary know-how, compliance with government regulations, uncertainty of market acceptance of merchandise, product liability, and the need to get hold of extra financing. As a provider of companies and tools to hashish cultivators, the Company is also topic to risks associated to the cannabis industry. Although sure states have legalized medical and/or recreational cannabis, U.S. federal legal guidelines continue to prohibit marijuana in all its varieties as well as its derivatives. Any modifications within the enforcement of U.S. federal laws could adversely affect the implementation of state and native hashish legal guidelines and laws that permit medical or recreational cannabis and, correspondingly, might adversely impression the Company’s clients. The Company’s success can also be dependent upon its ability to lift additional capital and to successfully develop and market its products.
During the 12 months ended December 31, 2018, the Company issued 1,168,540 shares of its restricted widespread stock upon the cashless train of the Series 3 Warrants. Our unbiased registered public accounting firm included in its audit opinion on our financial statements for the yr ended December 31, 2018 a press release that there is substantial doubt as to our ability to proceed as a going concern. On November 7, 2017, the Company awarded 143,707 restricted shares under the 2017 Equity Plan to a advisor who supplied corporate and financial providers to the Company. These restricted shares have been awarded in lieu of money fees earned in August September and October 2017 and were fully vested at the time of the award. The worth attributable to these shares, which had been issued in November 2017, was $20,550 as calculated utilizing the truthful worth of the Company’s common inventory on November 6, 2017, which is equal to the worth of the companies supplied.
- As of December 31, 2018, we had a working capital deficit of roughly $923,000 and our money balance was $253,000.
- We are more likely to need additional funds to complete further improvement of our business plan to realize a sustainable sales stage the place ongoing operations could be funded from operations.
- We anticipate we will require additional cash assets to finance our growth or other future developments, including the launch of our new product and service initiatives and any investments or acquisitions we may determine to pursue.
- However, there can be no assurance that such financing shall be available in enough quantities and on acceptable terms, when and if wanted, or in any respect.
Our income stream is derived primarily from supplying mechanical engineering companies and local weather and environmental management equipment to commercial indoor hashish develop amenities. Brad Bartlett is a seasoned attorney with a long profession as a business lawyer, litigator, legal and coverage advisor, and law professor and lecturer. Brad pioneers authorized methods and providers for the cannabis trade; handles complicated land-use and environmental issues; and advises American Indian Tribes and tribal communities on governmental, regulatory and business issues.
The Previous CEO thereupon delivered a purported notice of exercise of the options to the Company just prior to the expiration of the options. The Company erroneously reported in its Form 10-K for the year ended December 31, 2016 that the widespread stock underlying these options had been issued through the three months ended March 31, 2017. Prior to the Company’s acceptance of the discover of exercise and issuances of these shares in response thereto, in May 2017, the Previous CEO and the principal shareholders entered right into a rescission settlement to nullify the March 2017 assignment transaction. As of December 31, 2017 and 2016, there have been seventy seven,220,000 shares of Series A preferred inventory, par value $0.00001 per share, issued and outstanding.
If any of the next dangers really happens, our enterprise, financial situation, outcomes of operations, and future prospects could possibly be materially and adversely affected. In that event, the trading worth of our widespread stock may decline, and you can lose half or all your funding.
For instance, municipal governments could have zoning legal guidelines that restrict the place cannabis operations could be located and the style and measurement of which they can broaden and function. These municipal laws, just like the federal laws, could adversely affect our prospects’ ability to do enterprise. Also, given the complexity and fast change of the federal, state and native laws pertaining to cannabis, our prospects could incur substantial legal costs associated with complying with these legal guidelines and in acquiring the necessary state and local licenses required by their enterprise endeavors.
During the yr ended December 31, 2017, the Company awarded 2,420,494 shares of restricted inventory under the 2017 Equity Plan in consideration of providers rendered to the Company by certain workers, independent directors and consultants. These restricted shares had been absolutely vested on the time of the award and the combination value attributable to these shares was $304,035, as calculated using the honest value of the Company’s common stock on date the Board approved these awards.
We anticipate we would require additional cash sources to finance our development or different future developments, including the launch of our new product and repair initiatives and any investments or acquisitions we could determine to pursue. As of December 31, 2018, we had a working capital deficit of roughly $923,000 and our money balance was $253,000. We are likely to need additional funds to complete further improvement of our business plan to realize a sustainable sales stage where ongoing operations can be funded from operations.
Brad graduated the University of Colorado School of Law’s environmental and American Indian legislation program in 1998 and is an enrolled tribal member of the Sault Ste. Brad is a member of Chacruna’s Council for the Protection of Sacred Plants the place he works to advance the dialogue around Controlled Substances Act prohibitions on psychoactive crops and its intersection with state’s rights and religious and medical freedoms. On November 7, 2017, the Company awarded 104,896 restricted shares beneath dankstop glass ducky carb cap the 2017 Equity Plan to unbiased directors in lieu of the payment of cash fees earned during the third quarter of 2017. The value attributable to these shares, which have been issued in November 2017, was $15,000 as calculated using the honest worth of the Company’s frequent stock on November 6, 2017.
The worth attributable to these shares, which have been issued in August 2017, was $35,205 as calculated using the fair value of the Company’s widespread inventory on August 7, 2017. Sales arrangements sometimes contain delivering multiple parts, together with engineering providers and multiple objects of equipment. In these instances, income is assigned to each element primarily based on vendor-specific objective proof, third-celebration proof or a administration estimate of the relative promoting worth. Revenue is recognized individually for delivered components provided that they’ve value to the shopper on a stand-alone foundation and the performance of the undelivered objects is probable and considerably in the Company’s control, or the undelivered components are inconsequential or perfunctory and there aren’t any unhappy contingencies associated to payment.
Certain accounting policies are particularly essential to the understanding of our financial place and outcomes of operations and require the applying of great judgment by our management or can be materially affected by modifications from period to interval in financial factors or situations which are exterior of our control. In making use of these policies, management makes use of their judgment to find out the suitable assumptions for use within the willpower of sure estimates. Those estimates are primarily based on our historical operations, our future business dankstop skipping sun stone chillum smoke stone plans and projected monetary results, the phrases of present contracts, observance of tendencies in the business, info provided by our customers, and knowledge out there from other outside sources, as applicable. For information regarding our important accounting policies in addition to recent accounting pronouncements, see Note 2 to our consolidated financial statements. Cash provided by financing activities for the yr ended December 31, 2017 was $4,621,000 compared to cash used in financing activities of $156,000 for the year ended December 31, 2016.
Indoor cannabis cultivators are dealing with the a number of headwinds of high power prices, more and more rigorous quality requirements and declining cannabis costs. To be aggressive, amongst other issues, our clients must develop innovative methods to satisfy the calls for of their enterprise and scale back vitality costs, 90% of which is expounded to their HVAC and lighting methods. We ship services bubblers 1 for our customers’ complete facility lifecycles, not only a “one-and-done” environmental control engineering/design and tools package deal as part of a facility’s preliminary construction. We have the advantage of early engagement with our customers on the pre-construct and building phases and the opportunity for building longer-term relationships with our existing prospects and their amenities.
The function of the characteristic is usually to guard the instrument’s counterparty from future issuances of equity shares at a more favorable value. The ASU amends the classification of such instruments as liabilities or fairness by revising the sure steering relative to evaluating in the event that they must be accounted for as derivative devices and the steering on recognition and measurement of freestanding fairness-categorized instruments. The Company is currently evaluating the impact of this new accounting steering on its consolidated results of operations and financial condition. Although certain states have legalized medical and/or leisure hashish, U.S. federal legal guidelines continue to ban cannabis in all its types in addition to its derivatives.
Over his in depth profession, Brad has worked with impacted tribal communities, including Native American Church members, on a wide variety of advanced tribal and environmental justice matters. Brad is also a seasoned litigator and has brought numerous instances within the public curiosity addressing government accountability and overreach.
As of December 31, 2017, the unbiased administrators are owed money charges of $15,000 which had been paid within the form of totally vested restricted shares in February 2018. On August 8, 2017, the Company awarded 111,113 restricted shares under the 2017 Equity Plan to impartial administrators in lieu of the payment of money charges earned through the second quarter of 2017.
The holders of Series A preferred inventory have one vote per share of Series A most well-liked inventory equal to 1 vote of the Company’s widespread stock. The holders of shares of Series A Preferred Stock are not entitled to receive dividends and don’t have any conversion or preemptive rights. Upon liquidation, dissolution or winding up of the Company’s enterprise, after cost to the holders of any senior securities, the holders of Series A preferred inventory are entitled to receive a preferential money cost per share of Series A most well-liked inventory equal to the stated worth of the popular stock, previous to any payment to the holders of common inventory. During the yr ended December 31, 2016, the Company issued 2,289,958 shares of its common inventory in connection with the conversion the Series four Convertible Notes in the principal quantity of $103,319 and accrued interest of $2,637.
The Company’s capability to boost equity capital can also be restricted by the Company’s stock worth, and any such issuance might be highly dilutive to present shareholders. Since November 2018, the Company has undertaken a number of value saving initiatives (including a workforce reduction) designed to protect the Company’s limited money resources. While the Company’s 2018 revenue of roughly $9,582,000 represents a rise of almost 33% over the prior yr, the Company’s revenue recognition on contracts continues to be unpredictable and inconsistent quarter-over-quarter. In addition, the Company’s efforts to broaden and improve its products has resulted in extra working capital being allotted to gear purchases and elevated inventory ranges. However, roughly 31% of our backlog just isn’t anticipated to be acknowledged over the subsequent 24 months, and may never be recognized.
Going ahead, our plan is to capitalize on our existing customer relationships and try and become “stickier” to our prospects, looking for to generate incremental and recurring revenue. This Annual Report on Form 10-K, together the kind pen wickless metal glass cartridge with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-trying statements that contain substantial dangers and uncertainties.
The Series three Warrants had a 5-yr term and an exercise price of $zero.25 per share, topic to adjustment. The Series 3 Warrants also provide for a reduction in the train price within the event the Company issued frequent inventory in a registered offering at a worth below the exercise value. In such case, the train worth beneath the warrants can be decreased to the value of the common stock in the registered offering. The Company decided that this train price discount qualified as a by-product monetary instrument. As of December 31, 2017, Series three Warrants to buy 2,625,000 shares of frequent stock had been outstanding.
These ahead-trying statements aren’t historic details, however are based mostly on current administration expectations that involve substantial dangers, uncertainties, and other elements, a few of that are beyond our management and tough to predict and could trigger actual outcomes to vary materially from these expressed in, or implied by, these forward-trying statements. We generally establish forward-trying statements by terminology similar to “may,” “will,” “ought to,” “expects,” “plans,” “anticipates,” “might,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the adverse of these terms or other similar phrases. On August 8, 2017, the Company awarded 260,778 restricted shares underneath the 2017 Equity Plan to a consultant who supplied company and financial providers to the Company. These restricted shares have been awarded in lieu of money fees earned for the April, May, June and July 2017 and had been absolutely vested on the time of the award.
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https://www.vanityfair.comGenerally, contract period is lower than one-yr and cancellation, termination or refund provisions apply only in the event of contract breach. We have audited the consolidated steadiness sheets of Surna Inc. (the Company) and subsidiaries as of December 31, 2016, and the associated consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the 12 months ended December 31, 2016.
In addition, we accomplished two private placement unit offerings, consisting of widespread inventory and warrants, to accredited buyers in 2017 for aggregate proceeds of $4,453,080. We will probably need to lift debt and fairness financing in the future so as to continue our operations and obtain our development targets. As a result of the federal illegality of marijuana, many banks do not provide banking companies to the cultivation and distribution segments of the hashish business, the argument being that they might be accepting for deposit funds derived from the operation of a federally illegal business. Our consolidated financial statements have been presented on a going concern basis, which contemplates the belief of property and the satisfaction of liabilities in the normal course of business. Our independent registered public accounting agency included in its audit opinion on our financial statements for the yr ended December 31, 2017 a press release that there is substantial doubt as to our capacity to proceed as a going concern.
During the year ended December 31, 2017, we accomplished two personal placements consisting of the sale of shares of our widespread inventory, with hooked up warrants, resulting in combination proceeds of $four,453,000. During the year ended December 31, 2017, we issued two unsecured promissory notes for combination proceeds of $500,000 in the first quarter of 2017, which have been transformed into frequent within the third quarter of 2017, and we made payments of $270,000 to extinguish the principal beneath our remaining convertible promissory notes. The Series three Convertible Notes accrued interest a price of 10% each year, anticipate for Series 3 Convertible Notes in the principal quantity of $106,000 which had an rate of interest of 11% per annum. During the yr ended December 31, 2016, the Company issued 15,598,870 shares of its widespread inventory in connection with the conversion the Series three Convertible Notes within the principal quantity of $711,000 and accrued curiosity of $seventy two,128.
We have decided that our ability to continue as a going concern relies on elevating extra capital to fund our operations and ultimately on generating future worthwhile operations. There could be no assurance that we can elevate sufficient additional capital or eventually have positive cash move from operations to deal with all of our money flow wants. If we aren’t capable of finding alternative sources of money or generate constructive money move from operations, our enterprise and shareholders will be materially and adversely affected. The foregoing elements raise substantial doubt about our capacity to proceed as a going concern for a period of 1 year from the date our financial statements are issued. Our consolidated financial statements do not include any adjustment which may result from the end result of this uncertainty.
Our credit score arrangements are negotiated and should not protect us if a customer develops operational issue or incurs working losses which could lead to a chapter. The threat is that we derive our revenue and income from selling services to the rising hashish industry. The failure of our prospects to pay in full quantities because of us might negatively have an effect on future profitability. Our clients embrace companies from small cultivation operations to licensed commercial facilities ranging from a number of thousand to more than one hundred,000 sq. feet.
You should consider fastidiously the dangers and uncertainties described beneath, along with different info contained in this Annual Report on Form 10-K, including our consolidated monetary statements and associated notes. Additional risks and uncertainties that we’re unaware of, or that we presently consider aren’t material, can also become essential components that adversely have an effect on our business.
During 2017 and 2018, we accomplished private placement unit choices, consisting of common inventory and warrants, to accredited buyers raising aggregate proceeds of $5,663,000. We will likely want to boost debt or equity financing in the future in order to proceed our operations and obtain our progress targets.
However, there could be no assurance that such financing will be out there in adequate amounts and on acceptable terms, when and if needed, or in any respect. We believe our cash balances and money flow from operations might be inadequate to fund our operations and growth for the subsequent 12 months. If bongs water pipes are unable to considerably improve revenues, scale back expenditures, or in any other case generate money flows from operations, then we are going to doubtless want to lift extra funding to continue our operations.