UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

 

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

 

[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________ to ___________

 

Commission file number: 333-212055

 

PURE HARVEST CORPORATE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Colorado		36-4752858
(State of Incorporation)		(IRS Employer ID Number)

 

2401 E. 2^nd Avenue, Suite 600

Denver, CO 80206

(Address of principal executive offices)

 

(800) 560-5148

(Registrant’s Telephone number)

 

Pure Harvest Cannabis Group, Inc.

(Former Name, Former Address and Former fiscal year if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

 

Yes

[X]

No

[  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes

[X]

No

[  ]

 

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

[  ]

No

[X]

 

As of June 23, 2020 there were 45,066,330 outstanding shares of the registrant’s common stock.

 

 

 

Pure Harvest Corporate Group, Inc.

Consolidated Balance Sheets

(Unaudited)

 

		As of March 31, 2020				As of December 31, 2019
ASSETS
Current assets
Cash		$	1,481,898			$	1,665,247
Accounts receivable			-				1,653
Interest receivable			72,937				8,194
Inventory			166,985				70,091
Deferred rent			-				93,333
Prepaid acquisition costs			1,650,000				-
Total current assets			3,371,820				1,838,518
Long-term assets
Machinery and equipment			334,835				331,383
Accumulated depreciation			(291,891	)			(287,249	)
Deferred rent, net of current portion			204,223				132,223
Right of use asset			165,902				184,685
Notes receivable and advances on pending acquisitions, net allowance of $33,000			1,930,529				2,450,000
Goodwill			141,453				141,453
Other assets			15,000				15,000
Total assets		$	5,871,871			$	4,806,013
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	99,915			$	115,126
Accrued interest			83,095				23,890
Accrued expenses			112,114				75,131
Royalty payable			-				770
Due to related parties			72,917				116,667
Notes payable, net of discount of $56,100 and $0, respectively			1,443,900				-
Convertible notes payable, net of discount of $35,983 and $41,695, respectively			964,017				958,305
Total current liabilities			2,775,958				1,289,889
Long term liabilities
Right of use liability			112,893				133,554
Total liabilities			2,888,851				1,423,443
Commitments and contingencies
Stockholders’ deficit
Preferred stock; $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2020 and December 31, 2019			-				-
Common stock, $0.01 par value; 100,000,000 shares authorized, 38,066,330 and 37,716,330 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively			380,664				377,164
Additional paid-in capital			4,616,296				4,391,587
Accumulated deficit			(2,013,940	)			(1,386,181	)
Total stockholders’ deficit			2,983,020				3,382,570
Total liabilities and stockholders’ deficit		$	5,871,871			$	4,806,013

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

Pure Harvest Corporate Group, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

		For the Three Months Ended March 31, 2020				For the Three Months Ended March 31, 2019
REVENUES
Royalty income		$	1,090			$	6,208
Cost of sales			-				2,026
Gross margin			1,090				4,182
OPERATING EXPENSES
Advertising and promotion			2,559				12,875
General and administrative expenses, including stock-based compensation of $11,502 in 2020			520,499				483,772
Travel and entertainment			35,151				18,081
Depreciation expense			4,642				3,158
Total operating expenses			562,851				517,886
Loss from operations			(561,761	)			(513,704	)
Other income (expense):
Interest expense			(130,741	)			-
Interest income			65,565				-
Bad debt expense			(823	)			-
Total other income (expense)			(65,998	)			-
Loss before provision for income taxes			(627,759	)			(513,704	)
Provision for income taxes			-				-
NET LOSS		$	(627,759	)		$	(513,704	)
Basic and diluted net loss per common share		$	(0.02	)		$	(0.02	)
Basic and diluted weighted-average number of common shares outstanding			37,894,108				31,793,997

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

Pure Harvest Corporate Group, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

		For the Three Months Ended March 31, 2020				For the Three Months Ended March 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(627,759	)		$	(513,704	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			4,642				3,158
Stock-based compensation			11,502				323,000
Amortization of debt discount			66,319				-
Changes in operating assets and liabilities:
Accounts receivable			1,653				16,730
Interest receivable on notes receivable			(64,743	)			-
Inventory			(96,894	)			1,699
Deferred rent			21,333				-
Accounts payable			(15,211	)			76,450
Accrued interest			59,205				-
Accrued expense			36,983				(36,000	)
Royalty payable			(770	)			190
Right of use asset and liability			(1,878	)			-
Due to related parties			-				94,194
Net cash used in operating activities			(605,618	)			(34,283	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable and advances of pending acquisitions			(1,130,529	)			-
Purchase of machinery and equipment			(3,452	)			-
Earnest money deposit on lease			-				(20,000	)
Net cash used in investing activities			(1,133,981	)			(20,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) from (to) related parties, net			(43,750	)			24,714
Proceeds from notes payable			1,500,000				-
Proceeds from sale of common stock			100,000				95,000
Net cash provided by financing activities			1,556,250				119,714
Change in cash and cash equivalents			(183,349	)			65,431
Cash and cash equivalents, beginning of period			1,665,247				22,501
Cash and cash equivalents, end of period		$	1,481,898			$	87,932
Supplemental disclosures of cash flow information:
Cash paid for interest		$	5,217			$	-
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities:
Discount on note payable due to common stock and warrants		$	116,707			$	-

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

Pure Harvest Corporate Group, Inc.

Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance, December 31, 2019			37,716,330			$	377,164			$	4,391,587			$	(1,386,181	)		$	3,382,570
Stock-based compensation			-				-				11,502				-				11,502
Issuance of common stock to note holder			150,000				1,500				115,207				-				116,707
Issuance of common stock to investor			200,000				2,000				98,000				-				100,000
Net loss			-				-				-				(627,759	)			(627,759	)
Balance, March 31, 2020			38,066,330			$	380,664			$	4,616,296			$	(2,013,940	)		$	2,983,020

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance, December 31, 2018			31,523,330			$	315,234			$	(201,539	)		$	(251,314	)		$	(137,619	)
Stock-based compensation			280,000				2,800				320,200				-				323,000
Net loss			-				-				-				(513,704	)			(513,704	)
Balance, March 31, 2019			31,803,330			$	318,034			$	118,661			$	(765,018	)		$	(328,323	)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

Pure Harvest Corporate Group, Inc.

Notes to Consolidated Financial Statements

March 31, 2020

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

The Company was formed as a Colorado corporation in April 2004.

 

On December 31, 2018, the Company acquired all of the outstanding common stock of Pure Harvest Cannabis Producers, Inc., (“PHCP”) in exchange for 17,906,016 (post-split) shares of the Company’s common stock. The transaction was accounted for as a reverse acquisition.

 

As a result of the acquisition of PHCP, the Company’s new business involves the acquisition and operation of licensed marijuana cultivation facilities, manufacturing facilities and dispensaries.

 

The Company will continue to collect royalties for licensing the Company’s patent and the trademarks in connection with manufacturing and sale of Pocket Shot branded specialty alcohol beverage pouches.

 

The Company changed its name to Pure Harvest Corporate Group, Inc. in February 2019.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of March 31, 2020 and the results of its operations for the three months then ended. Significant accounting policies have been consistently applied in the interim consolidated financial statements. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the entire year.

 

Going Concern

 

The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management plans to fund future operations by raising capital and or seeking joint venture opportunities.

 

Principles of Consolidation

 

The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810 Consolidation (“ASC 810”).

 

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, PHCP. All significant consolidated transactions and balances have been eliminated in consolidation. The operations of the Company are included in the consolidated financial statement from the date of the Agreement.

 

 

Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and valuation of deferred tax assets.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of six months or less to be cash equivalents.

 

Accounts Receivable

 

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the combined statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. As of March 31, 2020 and December 31, 2019, an allowance for estimated, uncollectible accounts was determined to be unnecessary.

 

Inventory

 

Inventory is reported at the lower of cost or market on the first-in, first-out (FIFO) method. Our inventory is subject to obsolescence. Accordingly, quantities on hand are periodically monitored for items no longer being sold, which are written off. All inventory is stored at the manufacturer and maintained by them. Inventory consists of pouches, display and shipping boxes and no inventory is deemed obsolete.

 

Revenue Recognition

 

The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company records sales of finished products once the customer places the order and the product is shipped. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Provisions for discounts, returns, allowances, customer rebates and other adjustments are minimal and are recorded as a reduction of revenue

 

Cost of Sales

 

The costs associated with our royalty income are packaging, a royalty of $1.20 per case, and repair and maintenance costs of our filling machines.

 

Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2020 and December 31, 2019, due to the short-term nature of these instruments.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. For the three months ended March 31, 2020 and 2019, dilutive instruments consisted of convertible notes payable and warrants to purchase shares of the Company’s common stock, the effects of which to the net loss are anti-dilutive.

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

 

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”, which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company.

 

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our consolidated financial statements.

 

NOTE 3 – ACQUISITIONS

 

On February 12, 2020, the Company entered into an Operating Agreement with Dr. James Rouse, MD regarding the ownership, operation, and management of Love Pharm, LLC. Love Pharm was recently organized in December 2019 to formulate, develop, manufacture, and brand hemp/CBD products for sale and distribution as well as to form a multi-channel media platform for public and patient education regarding the endocannabinoid system utilizing Dr. Rouse’s name, public image and his extensive experience and expertise in medicine and entrepreneurship. Under the Operating Agreement between the Company and Dr. Rouse, the Company owns 51% of Love Pharm and has a right of first refusal to purchase the remaining 49% of Love Pharm from Dr. Rouse. Additionally, Dr. Rouse will become the Company’s Chief Medical Advisor. Dr. Rouse will receive 400,000 shares of the Company’s common stock for services provided to the Company. See Note 7 for additional information regarding issuance of common stock to Dr. Rouse. As of the date of this filing Love Pharm has yet to commence operations.

 

 

On March 12, 2020, the Company entered into an agreement to acquire fifty-one percent (51%) of the outstanding membership interests in How Smooth It Is, Inc. (“HSII”) for $1,500,000 in cash and 7,000,000 shares of the Company’s restricted common stock. HSII is a state-licensed medical marijuana processor based in Riverdale, Michigan and plans to offer a wide range of cannabis-infused products including chocolate bars, gummies, beverages, and other Pure Harvest branded products. HSII is based in a 5,800 square foot facility and has the capability of extracting, processing and manufacturing an array of products containing THC and CBD. HSII has also submitted applications for four dispensary licenses in Riverdale, White Cloud, Alma and Mount Pleasant, MI. The acquisition of the 51% interest in HSII is subject to a number of conditions, including the approval of the Michigan Department of Licensing and Regulatory Affairs (LARA). As of the date of this filing, the acquisition of HSII hasn’t been finalized. HSII is in the development stage and as of March 31, 2020 has generated a limited amount of revenue.

 

On March 13, 2020, the Company entered into an agreement to acquire all of the outstanding membership interests in Sofa King Medicinal Wellness Products, LLC (“SKM”) for 3,000,000 shares of the Company’s common stock. The completion of the acquisition is subject to a number of conditions, including the approval of the acquisition by the Colorado Marijuana Enforcement Division (MED). SKM is a vertically integrated cannabis operator located in Dumont, CO. As of the date of this filing, the acquisition of SKM hasn’t been finalized.

 

On April 24, 2020, the Company acquired substantially all of the assets of EdenFlo, LLC (“EdenFlo”), a producer of CBD extracts and concentrates, for 7,000,000 shares of the Company’s common stock and the release of its obligation of a previous promissory note in the amount of $1,650,000.

 

EdenFlo will join Prolific Nutrition and Love Pharm, LLC to secure and expand the Company’s position in the national Hemp/CBD industry. EdenFlo is a large-scale Colorado-based hemp-CBD producer and manufacturer of pure isolate and full-spectrum hemp. EdenFlo’s wholesale isolate is made from the highest quality ingredients, utilizing only the best extraction and distillation methods to ensure a final product of extreme purity. Their scientific procedures used for the remediation of THC provide the cleanest broad-spectrum (distillate) oil available in the cannabis extraction industry. The acquisition of EdenFlo will support the Company’s manufacturing operations by supplying the Company’s raw materials requirements for its branded products.

 

NOTE 4 – NOTES RECEIVABLE

 

In May and June 2019, the Company advanced $28,593 to two unrelated individuals in connection with potential acquisitions for the Company. The amounts were to be repaid, without interest, in October 2019. As of March 31, 2020 and December 31, 2019, the Company has continued collection efforts on these notes receivable but has provided an allowance of such due to the unlikelihood of closing the acquisitions or collecting on the notes receivable.

 

In December 2019, the Company advanced $800,000 to How Smooth It Is, Inc. in connection with the potential acquisition of that entity by the Company. The note receivable is due June 1, 2020 and incurs interest at 6% per annum for sixty days and then is increased to 10% per annum thereafter. In March 2020, the Company entered into an acquisition agreement to acquire the entity for which the note receivable was used to offset a portion of the purchase price, see Note 11 for additional information. On April 9, 2020, the Company submitted the required applications to the Michigan Department of Licensing and Regulatory Affairs (LARA) to be approved and pre-qualified as a Processor to be added to the HSII license. Upon approval, PHCG will become 51% owners and can participate in revenue.

 

In December 2019, the Company advanced $1,650,000 to EdenFlo, LLC in connection with the potential acquisition of that entity by the Company. The note receivable is due June 1, 2020 and incurs interest at 6% per annum for sixty days and then is increased to 10% per annum thereafter. In addition, the note receivable is secured by all the asset of EdenFlo, LLC and the amount loaned represents the expected cash portion to be paid in connection with the acquisition. See Note 3 for discussion regarding the acquisition of EdenFlo in April 2020.

 

 

NOTE 5 – LEASE AGREEMENT

 

In May 2019, the Company entered into a lease agreement for property to be used as a marijuana retail store. The initial term of the lease is for a period of three years. The Company has an option to purchase the property at prices ranging between $1,400,000 and $1,600,000 at various dates prior to May 1, 2022. The Company issued the landlord 400,000 shares of its post-split common stock in consideration for the option to purchase the property for which was recorded as deferred rent and is being amortized to rent expense using the straight line method over the term of the lease. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 10 percent within the calculation.

 

NOTE 6 –NOTES PAYABLE

 

Convertible Notes Payable

 

During the year ended December 31, 2019, the Company issued a series of convertible notes with original principal balances of $1,000,000. The convertible notes mature at dates ranging from November 1, 2021 to December 1, 2021 and incur interest at 20% per annum. In addition, convertible notes are convertible upon issuance at a fixed price of $0.50 per common share. In connection with the issuance, the Company recorded a beneficial conversion feature of $44,000 resulting in a discount to the convertible notes. The discount is being amortized to interest expense using the straight-line method, due to the short-term nature of the convertible notes, over the term. During the three months ended March 31, 2020 and 2019, the Company amortized $5,712 and $0, respectively, to interest expense. The remaining discount of $35,983 is expected to be amortized in 2020 of $17,198 and 2021 of $18,785. The convertible notes include other provisions such as first right of refusal on additional capital raises, authorization of holder to incur debts senior to the convertible notes, etc. Additionally, should the holder exercise the option to exercise, a warrant to purchase an additional share of common stock for which the terms are not defined in the agreement. Thus, the issuance of the warrant is contingent to which the Company has not accounted for. Should warrants be ultimately issued, the Company expects to record the fair value of such as additional interest expense.

 

Notes Payable

 

On March 6, 2020, the Company borrowed $1,500,000 from an unrelated third party. The loan is evidenced by a promissory note which bears interest at 8% per year.

 

The note is due and payable as follows:

 

	●	$500,000, together with all accrued and unpaid interest, on April 13, 2020
	●	$1,000,000, together with all accrued and unpaid interest, on May 6, 2020

 

Accrued interest will be paid in shares of the Company’s common stock based upon a 25% discount to the ten-day average closing price of the Company’s common stock immediately prior to May 6, 2020. Accrued interest will include 150,000 additional shares of the Company’s common stock and warrants to purchase 150,000 shares of the Company’s common stock. The warrants are exercisable at any time on or before January 1, 2025 at a price of $2.00 per share. The first payment of $500,000 was made on a timely basis.

 

On issuance, the Company valued the 150,000 shares of common stock and the 150,000 warrants for common stock and recorded the relative fair market of $116,707 as a discount to the note payable. The Company is amortizing the discount over the term of the note payable using the straight-line method due to the short term of the note. During the three months ended March 31, 2020, the Company amortized $60,607 to interest expense. As of March 31, 2020, a discount of $56,100 remained for which will be expensed during 2020.

 

On April 20, 2020, the holder of the Note agreed to extend the due date for the $1,000,000 payment from May 6, 2020 to June 15, 2020. In consideration for extending the repayment date for the second amount to June 15, 2020, the Company issued to the note holder 200,000 shares of its common stock and warrants to purchase 200,000 shares of the Company’s common stock. The warrants are exercisable at a price of $2.00 per share and expire January 1, 2025. A late payment penalty of $5,000 per day will be due if the $1,000,000 is not paid by June 15, 2020.

 

 

On June 9, 2020, the holder of the Note agreed to further extend the due date for the $1,000,000 payment to July 15, 2020. In consideration for extending the repayment date, the Company issued to the note holder an additional 200,000 shares of the Company’s common stock and warrants to purchase 200,000 shares of the Company’s common stock. The warrants are exercisable at a price of $2.00 per share and expire January 1, 2025.

 

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Stock-Based Compensation

 

Effective January 1, 2019, the Company entered into agreements to issue a total of 1,600,000 shares of common stock to two officers. The shares were to vest over a one-year period commencing on January 1, 2019. The Company valued the common stock at $760,000, using the closing market price of the Company’s common stock on the date of the agreement. The Company was expensing the value of off the common stock over the vesting period which mirrors the service period. During the three months ended March 31, 2019, the Company recognized $190,000 of stock-based compensation. On July 30, 2019, the two officers referred to above resigned as officers and directors of the Company. In connection with their resignations, Mr. Lamadrid agreed to return to the Company 1,750,000 shares, and Mr. Scott agreed to return to the Company 1,200,000 shares of the Company’s common stock. These shares, upon their return to the Company, were cancelled and now represent authorized but unissued shares.

 

In January 2019, the Company authorized the issuance of 140,000 shares of common stock to a consultant for services rendered. The Company valued the common stock at $133,000, using the closing market price of the Company’s common stock on the date of the agreement. The Company expensed the value of the common stock upon issuance as there were no additional performance criteria.

 

In January 2020, the Company entered into an employment agreement with an individual which called for the grant of 100,000 shares of common stock. These shares will vest in 25% increments every six months during the two-year vesting period. The Company valued the common stock at $50,000 based on the closing market price of the Company’s common stock on the date of the agreement. The Company is expensing the value of the common stock over the vesting period which mirrors the service period.

 

In February 2020, the Company entered into an advisory agreement with Dr. Rouse as discussed in Note 3. In connection with the advisory agreement, the Company agreed to grant 400,000 shares of common stock to Dr. Rouse. These shares are subject to a two-year vesting period, with 100,000 shares vesting every six months. The Company valued the common stock at $126,000 based on the closing market price of the Company’s common stock on the date of the agreement. The Company is expensing the value of the common stock over the vesting period which mirrors the service period.

 

As of March 31, 2020, no shares of common stock have vested in connection with the two agreements discussed above. During the three months ended March 31, 2020, the Company has recognized stock-based compensation of $11,502 in connection with these agreements. The remaining stock-based compensation of $164,498 will be recognized over the remaining service periods as follows: $66,211 during the remainder of the year ending December 31, 2020, $87,880 during the year ending December 31, 2021 and $10,407 during the year ending December 31, 2022.

 

Offering of Common Stock and Warrants

 

In February 2019, the Company commenced a private offering of its common stock for up to $10 million in proceeds. The Company is offering up to 20 million shares of common stock at a purchase price of $0.50 per share. In addition, for each share purchased the investor will receive a warrant to purchase one additional share of common stock at a price of $2.00 per share. The warrants expire on December 31, 2021 or sooner at the Company’s option, if the Company’s stock trades for a price of $3.00 per share for 10 days with an average volume of 100,000 shares per day. During the three months ended March 31, 2020, the Company received $100,000 related to the sale of 200,000 shares of common stock and warrants.

 

See Note 6 for issuance of shares in connection with a note agreement.

 

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

As of March 31, 2020 and December 31, 2019, the Company has $72,917 and $116,667, respectively, due to related parties. These amounts generally consist of accrued salaries and various expense reimbursements.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Issuances of Common Stock

 

In May 2020, the Company entered into two-year employment agreements with Matthew Gregarek, the Company’s Chairman and Chief Executive Officer, David Burcham, the Company’s President, and Daniel Garza, the Company’s Chief Marketing Officer. Among various other salary and bonus terms, the agreements also provide for the award of shares of the Company’s restricted common stock and options to purchase shares of the Company’s common stock. Under these agreements, a total of 6,300,000 fully vested shares of common stock were granted upon execution of the agreements. An additional 1,300,000 shares of common stock were awarded that will vest on April 1, 2021. The agreements also provide for the future grant of additional shares of common stock should the individuals remain employed following the April 1, 2021 expiration date. The individuals were also granted a total of 5,750,000 options to purchase shares of the Company’s common stock. These options will vest in tranches at various dates through May 1, 2020 with escalating exercise prices ranging from $0.50 to $7.50. All options expire on June 1, 2025.

 

Subsequent to March 31, 2020, the holder of the $1,500,000 note payable discussed in Note 6 converted a portion of the interest due under the note into 56,408 shares of common stock.

 

Acquisition

 

See Note 3 for a discussion of the acquisition of EdenFlo, LLC.

 

The Company has evaluated subsequent events through the filing date of these consolidated financial statements and has disclosed that there are no other events that are material to the financial statements to be disclosed.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Company’s business plan involves the acquisition of licensed medical and recreational marijuana dispensaries, cultivation facilities and production facilities in states which allow publicly traded companies to own and operate dispensaries, cultivation facilities and production facilities. Depending on the markets entered and state regulation, the Company’s plan may also include: asset purchases, management/consulting operating agreements, or similar allowable agreements. The Company plans to use a combination of cash, shares of common or preferred stock, notes, or other financing vehicles to complete these acquisitions.

 

Prolific Nutrition

 

On September 6, 2019, the Company acquired all of the outstanding membership interests in Prolific Nutrition, LLC and Gratus Living, LLC (collectively “Prolific Nutrition”) for 400,000 shares of the Company’s restricted common stock.

 

Prolific Nutrition and Gratus Living are Colorado-based hemp/CBD companies that have developed and now market a line of CBD products direct to consumers. Prolific Nutrition and Gratus Living currently offer CBD oil tincture, CBD oil gummies, CBD oil capsules, CBD oil lotion, hemp oil and lip balm. Prolific Nutrition and Gratus Living have also developed and now market hemp extract dietary supplements, hemp extract capsules for pain and hemp extract pet treats for dogs and cats.

 

Solar Cultivation Technologies, Inc.

 

On November 4, 2019, the Company signed an Agreement which provides the Company the option to acquire all of the assets of Solar Cultivation Technologies, Inc. (“SCT”). SCT has developed a proprietary set of technologies and processes to cultivate cannabis using solar power and battery storage.

 

The Agreement provides the Company with two alternatives (either of which can be selected by the Company in its sole discretion) for acquiring the assets of SCT.

 

Valuation Method One:

 

(ANI x PE) - L = A

 

A/ASP = S

 

Where:

 

ANI	=	Annual Net Income of SCT for most recent fiscal year
PE	=	Price Earnings Ratio (Same PE ratio applicable to Pure Harvest.  If Pure Harvest does not have net income, PE ratio will be 10)
L	=	Total liabilities of SCT.
A	=	Amount to be paid for all assets of SCT.
ASP	=	Pure Harvest’s average closing price for 30 days prior to exercising option to acquire all assets of SCT.
S	=	Number of Pure Harvest shares to be issued for all assets of SCT.

 

If option is exercised, Pure Harvest will assume all disclosed liabilities of SCT.

 

Requirements

 

 

Option to acquire the assets of SCT pursuant to Alternative One cannot be exercised:

 

	●	unless ANI is at least $1,500,000;
	●	after April 1 2022;
	●	unless SCT has positive shareholder’s equity, and
	●	unless the total liabilities of SCT do not exceed 150% of SCT’s net cash flow from operating activities during the prior twelve months.

 

Valuation Method Two:

 

Where:

 

A/ASP	=	S
A	=	Price to be paid for all assets of SCT.  Price will equal value of SCT based upon an independent third party valuation.
ASP	=	Pure Harvest’s average closing price for 30 days prior to exercising option to acquire all assets of SCT
S	=	Number of Pure Harvest shares to be issued for all assets of SCT.

 

If option is exercised, Pure Harvest will assume all disclosed liabilities of SCT.

 

Requirements

 

Option to acquire the assets of SCT pursuant to Alternative Two cannot be exercised:

 

●

after April 1, 2022.

 

As of June 23, 2020 SCT had not generated any revenue and had nominal assets and liabilities.

 

Love Pharm, LLC

 

On February 12, 2020, the Company entered into an Operating Agreement with Dr. James Rouse, MD regarding the ownership, operation, and management of Love Pharm, LLC. Love Pharm was organized to formulate, develop, manufacture, and brand hemp/CBD products for sale and distribution as well as to form a multi-channel media platform for public and patient education regarding the endocannabinoid system utilizing Dr. Rouse’s name, public image and his extensive experience and expertise in medicine and entrepreneurship. Under the Operating Agreement between the Company and Dr. Rouse, the Company owns 51% of Love Pharm and has a right of first refusal to purchase the remaining 49% of Love Pharm from Dr. Rouse.

 

As of June 23, 2020 Love Pharm had not generated any revenue.

 

How Smooth It Is

 

On March 12, 2020, the Company entered into an agreement to acquire fifty-one percent (51%) of the outstanding membership interests in How Smooth It Is, Inc. (“HSII”) for $1,500,000 in cash and 7,000,000 shares of the Company’s restricted common stock. HSII is a state-licensed medical marijuana processor based in Riverdale, Michigan and plans to offer a wide range of cannabis-infused products including chocolate bars, gummies, beverages, and other Pure Harvest branded products. HSII is based in a 5,800 square foot facility and has the capability of extracting, processing and manufacturing an array of products containing THC and CBD. HSII has also submitted applications for four dispensary licenses in Riverdale, White Cloud, Alma and Mount Pleasant, MI.

 

In connection with this acquisition, Leonard Cusenza, the principal shareholder of HSII, was appointed as HSII’s Chief Executive Officer. Mr. Cusenza brings over 20 years of business and confectionary manufacturing experience to the HSII’s operations. He has been operating a family owned candy business in Michigan for decades and has an exceptional depth of knowledge regarding confection and manufacturing operations.

 

 

The acquisition of the 51% interest in HSII is subject to a number of conditions, including the approval of the Michigan Department of Licensing and Regulatory Affairs (LARA).

 

HSII is in the development stage and as of June 23, 2020 had generated only limited revenue.

 

Sofa King

 

On March 13, 2020, the Company entered into an agreement to acquire all of the outstanding membership interests in Sofa King Medicinal Wellness Products, LLC (“SKM”) for 3,000,000 shares of the Company’s common stock. The completion of the acquisition is subject to a number of conditions, including the approval of the acquisition by the Colorado Marijuana Enforcement Division (MED).

 

SKM is a vertically integrated cannabis operator located in Dumont, CO and recently moved its dispensary to a corner location along the busy I-70 corridor between Denver and Colorado’s world-class ski destinations.

 

EdenFlo

 

On April 24, 2020, the Company acquired substantially all of the assets of EdenFlo, LLC, a producer of CBD extracts and concentrates, for 7,000,000 shares of the Company’s restricted common stock and the release of its obligation of a previous promissory note in the amount of $1,650,000.

 

EdenFlo will join Prolific Nutrition and Love Pharm, LLC to secure and expand the Company’s position in the national Hemp/CBD industry. EdenFlo is a large-scale Colorado-based hemp-CBD producer and manufacturer of pure isolate and full-spectrum hemp. EdenFlo’s wholesale isolate is made from the highest quality ingredients, utilizing only the best extraction and distillation methods to ensure a final product of extreme purity. Their scientific procedures used for the remediation of THC provide the cleanest broad-spectrum (distillate) oil available in the cannabis extraction industry. The acquisition of EdenFlo will support the Company’s manufacturing operations by supplying the Company’s raw materials requirements for its branded products.

 

Impact of the Coronavirus

 

The Company’s business could be disrupted and materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have temporarily closed due to quarantines intended to contain this outbreak. The spread of COVID-19 from China to other countries has resulted in the Director General of the World Health Organization declaring COVID-19 a pandemic on March 11, 2020. International stock markets have reflected the uncertainty associated with the slow-down in the world economies. The significant declines in the Dow Industrial Average were also largely attributed to the effects of COVID-19. The Company is still assessing the impact COVID-19 may have on its business, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the spread of COVID-019 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

 

Results of Operations

 

Material changes in the line items in the Company’s Statement of Operations for the three months ended March 31, 2020 as compared to the same period last year, are discussed below:

 

		Increase (I) or
Item		Decrease (D)		Reason
Operating Expenses		I		Increase in business activity
Interest Expense		I		Increase in note payable to an unrelated third party

 

 

The factors that will most significantly affect the Company’s future operating results will be:

 

	●	state by state regulatory changes with respect to marijuana in the United States;
	●	rescheduling of marijuana by the federal government; and
	●	impact of COVID-19 virus.

 

Other than the forgoing the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on its revenues or expenses.

 

Capital Resources and Liquidity

 

The Company’s sources and (uses) of cash for the three months ended March 31, 2020 are shown below:

 

		2020				2019
Cash used in operations		$	(605,618	)		$	(34,283	)
Loans and advances			(1,130,529	)			—
Repayment of advances from (advances to) related parties			43,750				(24,714	)
Proceeds from note payable			1,500,000				—
Sale of common stock			100,000				95,000
Other			(3,452	)			(20,000	)

 

The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, the Company’s liquidity increasing or decreasing in any material degree.

 

The Company may sell additional shares of common stock and/or other securities to raise capital for its operations. There is no assurance that the Company will be successful in raising any additional capital.

 

Off Balance Sheet Arrangements

 

As of March 31, 2020, the Company did not have any off balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

See Note 2 to the March 31, 2020 financial statements included as part of this report for a description of the Company’s critical accounting policies and estimates.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act, as amended) as of the end of the period covered by this report. As a result of this evaluation, management concluded that our disclosure controls and procedures were not effective as of March 31, 2020 due to the following material weakness:

 

	●	Lack of appropriate segregation of duties,
	●	Lack of control procedures that include multiple levels of supervision and review, and
	●	An overreliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material, nonstandard transactions.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020 that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

ITEM 6.

EXHIBITS

 

Exhibit
Number		Description
3.1		Articles of Incorporation (1)
3.2		Amended Articles of Incorporation (1)
3.3		Bylaws (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 

(1)	Incorporated by reference to the same exhibit filed with the Company’s annual report on Form 10-K for the year ended December 31, 2018

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on June 26, 2020.

 

	PURE HARVEST CORPORATE GROUP, INC.
	By:	/s/ Matthew Gregarek
		Matthew Gregarek
		Principal Executive and Financial Officer