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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
- Update: Initiative 300 Denver Approves Second Business For Public Consumption
- Dispensaries Critical In Normalizing Co Cannabis Industry
First Of The Kind: Denver’s Emergence Into Public Cannabis Consumption
Pursuant to the Agreements, in the course of the year ended December 31, 2016, the Company converted Series 2 Convertible Notes with an mixture excellent principal amount of $1,756,250, along with accrued curiosity of $399,063, in trade for the issuance of 15,253,089 shares of the Company’s common inventory. If results of operations for 2018 do not meet management’s expectations, or further capital is not obtainable, administration believes it has the flexibility to reduce sure expenditures. The Company believes its money balances and cash move from operations will be inadequate to fund its operations for the following 12 months. If the Company is unable to considerably increase revenues, scale back expenditures, or in any other case generate money flows for operations, then the Company will need to raise extra funding to continue as a going concern.
The largest portion of this backlog involves a large, multi-state buyer that has placed on hold two tasks in states the place the current market circumstances, including wholesale cannabis prices, usually are not favorable. Refer to theRevenue Recognitionsection of Note 2 in our consolidated monetary statements, included as part of this Annual Report for extra data on our estimate of future revenue recognition on our remaining efficiency obligations. While the federal authorities has the right to regulate and criminalize hashish, state and municipal governments could undertake or amend further laws and regulations that additional criminalize or adversely have an effect on hashish businesses. States that currently have laws that decriminalize or legalize certain features of cannabis, corresponding to medical marijuana, might sooner or later, reverse course and undertake new legal guidelines that additional criminalize or adversely affect cannabis businesses. Additionally, municipal governments in sure states could have laws that adversely affect cannabis companies, despite the fact that there aren’t any such legal guidelines at the state stage.
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The quarterly director charges are paid 50% in money and 50% in shares of the Company’s frequent stock, with the variety of shares determined based mostly on the closing value of the widespread 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 stock options to buy 3,088,800 shares of the Company’s widespread inventory outstanding underneath the 2014 Stock Plan. The principal shareholders knowledgeable the Company that they agreed to assign these choices as an incentive (i) for the Previous CEO to finish the negotiations with the Company’s convertible noteholders to convert their notes into shares of the Company’s widespread inventory, and (ii) for the Previous CEO to finish a private placement of the Company’s common inventory.
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As of December 31, 2017, the consultant is owed money fees of $12,750 which were paid in the form of fully vested restricted shares in February 2018. Due to our market presence and experience, we receive frequent inbound inquiries for our products and services. We are, nevertheless, proactive in our outreach to our goal market utilizing industry trade reveals and conventions and speaking engagements to achieve industry visibility and presence value-effectively.
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O, Cannabis! Reviewing Canada’s Groundbreaking Federal Legalization
All of the foregoing might influence our clients’ capacity to buy our products and services, which can adversely affect our enterprise, revenue and earnings. Certain elements might have a fabric adverse effect on our business, monetary condition, and outcomes of operations.
Our accountability is to express an opinion on these consolidated monetary statements based mostly on our audit. We have audited the accompanying consolidated stability sheet of Surna Inc. and subsidiary (the “Company”) as of December 31, 2017 and the related consolidated statement of operations, stockholders’ fairness, and money flows for the 12 months then ended, and the related notes (collectively, the “consolidated monetary statements”). In our opinion, the consolidated monetary statements current fairly, in all material respects, the monetary place of the Company as of December 31, 2017, and the results of its operations and its cash flows for the yr ended December 31, 2017, in conformity with accounting ideas generally accepted within the United States of America. This discussion and analysis of our financial situation and outcomes of operations relies upon our consolidated financial statements, which have been ready in conformity with accounting rules typically accepted within the United States of America.
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Our failure to obtain enough financing on acceptable terms and situations could have a fabric opposed effect on our growth prospects and our business, monetary condition and outcomes of operations. As a results of the federal illegality of the cannabis industry, many banks do not present banking providers to the cultivation and distribution segments of the trade, the argument being that they would be accepting for deposit funds derived from the operation of a federally unlawful enterprise. Moreover, the FinCEN steering could also be rescinded or amended at any time to be able to reconcile the now conflicting steering of the Sessions Memo. At current, few banks have taken advantage of the FinCEN guidance, leading to many hashish businesses still operating on an all-money basis. This makes it tough for hashish companies to handle their companies, pay their staff and taxes, and having a lot cash readily available additionally creates significant public questions of safety.
Update: Initiative 300 Denver Approves Second Business For Public Consumption
As of December 31, 2017, the independent administrators and a advisor were owed cash fees of $27,750 which were paid within the form of fully vested restricted shares in February 2018. The Banker Warrants were totally vested on the date of issuance and may be exercised starting December 20, 2017. The Company recorded $30,687 of expense for the fair worth of the Banker Warrant on the date of issuance. The fair value of the Banker Warrants at date of issuance was decided utilizing the Black-Scholes Model.
For info relating to our crucial accounting insurance policies in addition to latest accounting pronouncements, see Note 2 of our consolidated monetary statements. Historically, we had little publicity to the gathering empire glassworks rocket man hand pipe danger on accounts receivable since we typically obtained payments from our clients prematurely of our efficiency of services or supply of apparatus.
Many ancillary companies that service cannabis businesses need to cope with the unpredictability of their purchasers or clients not having a checking account. The lack of ability of our clients to open financial institution accounts and in any other case entry the providers of banks, including acquiring credit, might make it tougher and costly for them to operate and tougher for such prospects to purchase our services, which might materially hurt our business, revenue and earnings. We anticipate we would require extra money resources to finance our continued progress or other future developments, including any investments or acquisitions we could determine to pursue. We might have extra funds to complete further growth of our business plan to realize a sustainable gross sales stage where ongoing operations may be funded out of revenue.
Brandy Keen, a principal shareholder, co-founder and Vice President, is usually engaged as a speaker on local weather management and power efficiency by organizations such as National Cannabis Industry Association, Cannabis World Congress and Business Exposition and CannaCon and is frequently cited in trade-associated publications. Ms. Keen can also be 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 via education, the event and dissemination of greatest practices, and the facilitation of dialogue between the hashish business, the group, and technical experts. During the 12 months 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 sure independent directors and consultants. These restricted shares were fully vested at the time of the award and the combination value attributable to those shares was $301,650, as calculated utilizing the honest value of the Company’s frequent inventory on date the Board permitted these awards. As of December 31, 2018, the unbiased administrators have been owed cash fees of $15,000 which were paid within the form of absolutely vested restricted shares in January 2019.
The assumptions used in the Black-Scholes Model have been term of the Banker Warrant of 3 years, volatility fee of one hundred twenty.02%, fee of quarterly dividends zero% and a threat-free interest rate of 1.fifty two%. In June 2018, the Company issued 7,562,500 funding models to accredited traders at a unit value of $zero.16 for gross proceeds of $1,210,000, with every unit consisting one share of frequent stock and a warrant to purchase one share of widespread stock. There can be no assurance that the Company will have the ability to elevate debt or equity financing in sufficient amounts, when and if wanted, on acceptable terms or in any respect.
The Company is topic to dangers frequent to similarly-situated companies including, however not limited to, new technological improvements, dependence on key personnel, safety of proprietary technology, compliance with authorities regulations, uncertainty of market acceptance of merchandise, product legal responsibility, and the necessity to obtain further financing. As a provider of providers and gear to cannabis cultivators, the Company can be subject to risks related to the hashish industry. Although sure states have legalized medical and/or leisure hashish, U.S. federal laws continue to ban marijuana in all its forms as well as its derivatives. Any changes within the enforcement of U.S. federal legal guidelines could adversely affect the implementation of state and native hashish laws and rules that let medical or recreational hashish and, correspondingly, could adversely influence the Company’s clients. The Company’s success is also dependent upon its ability to boost additional capital and to efficiently develop and market its merchandise.
During the yr ended December 31, 2018, the Company issued 1,168,540 shares of its restricted common stock upon the cashless train of the Series 3 Warrants. Our independent registered public accounting firm included in its audit opinion on our monetary statements for the year ended December 31, 2018 a statement that there’s substantial doubt as to our capacity to continue as a going concern. On November 7, 2017, the Company awarded 143,707 restricted shares underneath the 2017 Equity Plan to a marketing consultant who offered company and financial companies to the Company. These restricted shares have been awarded in lieu of cash charges earned in August September and October 2017 and had been fully vested at the time of the award. The value attributable to these shares, which have been issued in November 2017, was $20,550 as calculated utilizing the truthful worth of the Company’s frequent stock on November 6, 2017, which is equal to the value of the services provided.
- During 2017 and 2018, we completed private placement unit offerings, consisting of frequent stock and warrants, to accredited buyers raising combination proceeds of $5,663,000.
- As of December 31, 2018, we had a working capital deficit of roughly $923,000 and our cash stability was $253,000.
- We are more likely to want additional funds to complete additional growth of our business plan to realize a sustainable sales stage the place ongoing operations can be funded from operations.
- We anticipate we will require additional cash assets to finance our development or different future developments, together with the launch of our new product and repair initiatives and any investments or acquisitions we may determine to pursue.
- However, there may be no assurance that such financing will be out there in sufficient quantities and on acceptable phrases, when and if wanted, or in any respect.
Our income stream is derived primarily from supplying mechanical engineering companies and local weather and environmental control gear to industrial indoor cannabis develop services. Brad Bartlett is a seasoned lawyer with a long career as a business lawyer, litigator, authorized and policy advisor, and regulation professor and lecturer. Brad pioneers legal methods and services for the cannabis trade; handles advanced 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 simply prior to the expiration of the options. The Company erroneously reported in its Form 10-K for the yr ended December 31, 2016 that the frequent stock underlying these options had been issued during the three months ended March 31, 2017. Prior to the Company’s acceptance of the notice of train and issuances of those shares in response thereto, in May 2017, the Previous CEO and the principal shareholders entered right into a rescission agreement to nullify the March 2017 project transaction. As of December 31, 2017 and 2016, there were 77,220,000 shares of Series A most well-liked stock, par value $zero.00001 per share, issued and excellent.
If any of the next risks really happens, our enterprise, financial condition, outcomes of operations, and future prospects might be materially and adversely affected. In that occasion, the trading worth of our widespread inventory might decline, and you would lose part or all of your funding.
For example, municipal governments might have zoning legal guidelines that restrict where hashish operations could be situated and the style and size of which they will increase and function. These municipal legal guidelines, just like the federal legal guidelines, could adversely affect our prospects’ ability to do business. Also, given the complexity and rapid change of the federal, state and local laws pertaining to hashish, our customers might incur substantial authorized prices associated with complying with these laws and in buying the necessary state and native licenses required by their business endeavors.
During the yr ended December 31, 2017, the Company awarded 2,420,494 shares of restricted stock under the 2017 Equity Plan in consideration of services rendered to the Company by sure employees, unbiased directors and consultants. These restricted shares were fully vested at the time of the award and the combination value attributable to these shares was $304,035, as calculated using the fair value of the Company’s widespread stock on date the Board accredited these awards.
We anticipate we would require more money resources to finance our development or other future developments, together with the launch of our new product and service initiatives and any investments or acquisitions we may resolve to pursue. As of December 31, 2018, we had a working capital deficit of approximately $923,000 and our cash balance was $253,000. We are more likely to need further 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 regulation 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 vegetation and its intersection with state’s rights and non secular and medical freedoms. On November 7, 2017, the Company awarded 104,896 restricted shares underneath dankstop glass ducky carb cap the 2017 Equity Plan to independent administrators in lieu of the payment of cash fees earned during the third quarter of 2017. The value attributable to these shares, which had been issued in November 2017, was $15,000 as calculated using the truthful worth of the Company’s common inventory on November 6, 2017.
The value attributable to those shares, which were issued in August 2017, was $35,205 as calculated utilizing the honest worth of the Company’s common inventory on August 7, 2017. Sales arrangements generally contain delivering multiple parts, including engineering companies and multiple gadgets of apparatus. In these situations, revenue is assigned to every factor based mostly on vendor-particular goal proof, third-celebration proof or a administration estimate of the relative promoting price. Revenue is recognized individually for delivered components only if they have worth to the client on a stand-alone basis and the efficiency of the undelivered gadgets is possible and considerably in the Company’s management, or the undelivered components are inconsequential or perfunctory and there aren’t any unhappy contingencies related to fee.
Certain accounting insurance policies are particularly important to the understanding of our financial place and results of operations and require the appliance of serious judgment by our management or can be materially affected by modifications from period to period in financial components or situations which might be exterior of our management. In making use of these insurance policies, management uses their judgment to find out the appropriate assumptions to be used within the determination of certain estimates. Those estimates are based mostly on our historic operations, our future business dankstop skipping sun stone chillum smoke stone plans and projected monetary results, the terms of current contracts, observance of tendencies within the business, info provided by our customers, and knowledge out there from other outdoors sources, as appropriate. For info relating to our critical accounting insurance policies as well as latest accounting pronouncements, see Note 2 to our consolidated monetary statements. Cash provided by financing activities for the yr ended December 31, 2017 was $4,621,000 in comparison with money used in financing activities of $156,000 for the 12 months ended December 31, 2016.
Indoor hashish cultivators are going through the multiple headwinds of excessive power prices, more and more rigorous high quality requirements and declining hashish prices. To be competitive, amongst different things, our clients must develop innovative ways to meet the calls for of their enterprise and scale back power prices, 90% of which is related to their HVAC and lighting methods. We deliver products and bubblers 1 services for our clients’ complete facility lifecycles, not only a “one-and-done” environmental management engineering/design and gear bundle as a part of a facility’s preliminary construction. We have the advantage of early engagement with our prospects on the pre-construct and development phases and the chance for building longer-time period relationships with our current customers and their services.
The purpose of the characteristic is often to protect the instrument’s counterparty from future issuances of equity shares at a extra favorable price. The ASU amends the classification of such devices as liabilities or fairness by revising the certain steering relative to evaluating in the event that they have to be accounted for as derivative devices and the guidance on recognition and measurement of freestanding fairness-categorised devices. The Company is at present evaluating the impact of this new accounting guidance on its consolidated outcomes of operations and financial condition. Although sure states have legalized medical and/or leisure cannabis, U.S. federal legal guidelines continue to prohibit cannabis in all its forms as well as its derivatives.
Over his extensive profession, Brad has worked with impacted tribal communities, together with Native American Church members, on all kinds of advanced tribal and environmental justice issues. Brad is also a seasoned litigator and has brought numerous circumstances in the public curiosity addressing government accountability and overreach.
As of December 31, 2017, the independent directors are owed cash fees of $15,000 which had been paid within the type of totally vested restricted shares in February 2018. On August eight, 2017, the Company awarded 111,113 restricted shares under the 2017 Equity Plan to impartial directors in lieu of the fee of money fees earned during the second quarter of 2017.
The holders of Series A most well-liked stock have one vote per share of Series A preferred inventory equal to one vote of the Company’s frequent stock. The holders of shares of Series A Preferred Stock are not entitled to obtain dividends and have no conversion or preemptive rights. Upon liquidation, dissolution or winding up of the Company’s business, after payment to the holders of any senior securities, the holders of Series A most well-liked stock are entitled to receive a preferential cash payment per share of Series A preferred stock equal to the stated worth of the popular inventory, previous to any fee to the holders of widespread inventory. During the year ended December 31, 2016, the Company issued 2,289,958 shares of its widespread stock in connection with the conversion the Series four Convertible Notes in the principal quantity of $103,319 and accrued curiosity of $2,637.
The Company’s capacity to raise equity capital is also limited by the Company’s inventory value, and any such issuance could possibly be highly dilutive to present shareholders. Since November 2018, the Company has undertaken a number of price saving initiatives (including a workforce discount) designed to protect the Company’s restricted money resources. While the Company’s 2018 income of approximately $9,582,000 represents an increase of almost 33% over the prior yr, the Company’s income recognition on contracts continues to be unpredictable and inconsistent quarter-over-quarter. In vaporizers , the Company’s efforts to expand and improve its products has resulted in additional working capital being allotted to gear purchases and increased inventory ranges. However, approximately 31% of our backlog just isn’t anticipated to be acknowledged over the next 24 months, and should by no means be recognized.
Going forward, our plan is to capitalize on our present buyer relationships and try to become “stickier” to our customers, looking for to generate incremental and recurring revenue. This Annual Report on Form 10-K, together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains ahead-trying statements that contain substantial dangers and uncertainties.
The Series three Warrants had a 5-year time period and an train value of $0.25 per share, topic to adjustment. The Series three Warrants also provide for a discount in the train price in the occasion the Company issued frequent inventory in a registered providing at a price under the train worth. In such case, the train value beneath the warrants can be reduced to the worth of the frequent inventory in the registered offering. The Company decided that this train price discount qualified as a spinoff financial instrument. As of December 31, 2017, Series three Warrants to buy 2,625,000 shares of frequent stock have been outstanding.
These ahead-wanting statements are not historic details, however are based mostly on current management expectations that involve substantial dangers, uncertainties, and different elements, some of which are beyond our control and difficult to foretell and will cause precise outcomes to differ materially from those expressed in, or implied by, these forward-wanting statements. We usually establish ahead-wanting statements by terminology similar to “might,” “will,” “ought to,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “tasks,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the adverse of these terms or other comparable phrases. On August 8, 2017, the Company awarded 260,778 restricted shares underneath the 2017 Equity Plan to a consultant who supplied company and monetary companies to the Company. These restricted shares were awarded in lieu of money charges earned for the April, May, June and July 2017 and were totally vested on the time of the award.
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The majority of those deliverables are tangible merchandise, corresponding to gear, with a comparatively smaller portion attributable to engineering providers. Generally, contract length is lower than one-12 months and cancellation, termination or refund provisions apply only within 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 related consolidated statements of operations, stockholders’ fairness (deficit), and cash flows for the yr ended December 31, 2016.
In addition, we accomplished two personal placement unit choices, consisting of widespread stock and warrants, to accredited buyers in 2017 for combination proceeds of $4,453,080. We will likely want to lift debt and fairness financing sooner or later in order to continue our operations and achieve our development targets. As a result of the federal illegality of marijuana, many banks don’t present banking companies to the cultivation and distribution segments of the hashish industry, the argument being that they would be accepting for deposit funds derived from the operation of a federally illegal enterprise. Our consolidated monetary statements have been introduced on a going concern foundation, which contemplates the belief of assets and the satisfaction of liabilities in the regular course of business. Our independent registered public accounting firm included in its audit opinion on our financial statements for the 12 months ended December 31, 2017 an announcement that there’s substantial doubt as to our ability to proceed as a going concern.
During the 12 months ended December 31, 2017, we accomplished two personal placements consisting of the sale of shares of our frequent inventory, with attached warrants, leading to mixture proceeds of $4,453,000. During the year ended December 31, 2017, we issued two unsecured promissory notes for mixture proceeds of $500,000 within the first quarter of 2017, which had been transformed into frequent in the third quarter of 2017, and we made funds of $270,000 to extinguish the principal under our remaining convertible promissory notes. The Series three Convertible Notes accrued curiosity a price of 10% per annum, count on for Series 3 Convertible Notes in the principal amount of $106,000 which had an interest rate of eleven% per annum. During the yr ended December 31, 2016, the Company issued 15,598,870 shares of its frequent inventory in connection with the conversion the Series three Convertible Notes within the principal quantity of $711,000 and accrued curiosity of $72,128.
We have determined that our capacity to continue as a going concern relies on elevating further capital to fund our operations and in the end on producing future worthwhile operations. There can be no assurance that we can raise adequate extra capital or ultimately have constructive cash move from operations to deal with all of our money move wants. If we aren’t able to find alternative sources of cash or generate constructive money move from operations, our enterprise and shareholders might be materially and adversely affected. The foregoing elements raise substantial doubt about our capability to proceed as a going concern for a interval of 1 yr from the date our monetary statements are issued. Our consolidated monetary statements don’t embody any adjustment that might outcome from the result of this uncertainty.
Our credit score preparations are negotiated and may not protect us if a customer develops operational problem or incurs operating losses which could result in a bankruptcy. The danger is that we derive our revenue and income from promoting services to the rising cannabis business. The failure of our clients to pay in full amounts because of us may negatively have an effect on future profitability. Our clients embody companies from small cultivation operations to licensed industrial services ranging from several thousand to greater than one hundred,000 sq. toes.
You should contemplate rigorously the dangers and uncertainties described under, along with other information contained on this Annual Report on Form 10-K, including our consolidated monetary statements and associated notes. Additional risks and uncertainties that we are unaware of, or that we currently consider aren’t materials, can also turn into necessary components that adversely affect our business.
During 2017 and 2018, we accomplished non-public placement unit offerings, consisting of frequent inventory and warrants, to accredited traders raising aggregate proceeds of $5,663,000. We will probably need to raise debt or equity financing in the future to be able to proceed our operations and achieve our development targets.
However, there can be https://www.townandcountrymag.com that such financing shall be available in sufficient quantities and on acceptable phrases, when and if wanted, or at all. We consider our money balances and cash move from operations will be insufficient to fund our operations and development for the next 12 months. If we are unable to considerably increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then we will probably need to raise extra funding to proceed our operations.