The following discussion should be read in conjunction with our consolidated
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward looking statements.
We were incorporated on March 20, 2014, in the State of Nevada. On May 1, 2014,
we entered into an exclusive Technology License Agreement with Medicine Man
Denver, Inc., f/k/a Medicine Man Production Corporation, a Colorado corporation
("Medicine Man Denver") whereby Medicine Man Denver granted us a license to use
all of their proprietary processes they have developed, implemented and
practiced at its cannabis facilities relating to the commercial growth,
cultivation, marketing and distribution of medical marijuana and recreational
marijuana pursuant to relevant state laws and the right to use and to license
such information, including trade secrets, skills and experience (present and
future) (the "Medicine Man Denver License Agreement").
We commenced our business on May 1, 2014 and currently generate revenues derived
from licensing agreements with cannabis related entities, as well as sponsoring
seminars offered to the cannabis industry and other business endeavors related
to our core competencies. As of the date of this report we have or have had 45
fee generating clients in 14 different states.
Medicine Man Technologies Inc. (the "Company") is a Colorado corporation
incorporated on March 20, 2014. The Company is a cannabis consulting company
providing services related to cost efficient cannabis cultivation technologies
focusing on quality as well as safety, retail operations related to the delivery
of cannabis related products, and other related business lines as described in
our operating strategic vision outlines below.
Brand Warehouse Development-We intend to aggregate new business opportunities
into our corporate fabric in a manner that does not diminish the various
companies or brands we are or intend to partnerwith, but rather enhance it.
Suitable candidates for consideration will have ongoing operations within
various industry segments, such as the Pono Publications and Success Nutrient
acquisitions we have already announced in our Form 8-K filings with the US
Securities and Exchange Commission dated February 27, 2017 and August 10, 2016.
Over time, it is our intention to expand our presence within the cannabis
industry through the development of an 'intelligent acquisition' process. There
are no assurances our efforts will be successful.
Intelligent Acquisition - This term is meant to define a selection and due
diligence process that will enable us and an acquisition candidate to benefit
mutually in that each may better: 1) establish a more stable method of continual
valuation through direct contact with the public marketplace wherein the
consolidated enterprise will eventually be able to meet the listing criteria of
the NYSE; 2) market themselves collectively to take advantage of certain cost
savings strategies through shared participation in various events and
advertising opportunities; 3) take advantage of other operating and reporting
cost efficiencies available to us through aggregation of such acquisitions; 4)
continue to work to develop a full spectrum of products and services deliverable
to the general cannabis marketplace through careful segmentation of the
marketplace as a whole; and 5) continue to work within the industry to achieve
both transparency as well as a strong positive reputation for ethical behavior.
Recent examples of our acquisition initiatives include Pono Publications and
Success Nutrients, both Colorado Corporations that are heavily involved in
cultivation activities. More specifically, these two acquisitions (once
completed noting we have recently entered into a temporary operating agreement
that should allow us to effectively bridge the time required to successfully
completed these acquisitions while all parties are able to take advantage of
common operating element advantages as well as enjoy compensation opportunities
driven by this new relationship) will also allow us to offer enhanced
cultivation consulting as well as an extraordinary nutrient line that has been
developed specifically for cannabis cultivation use.
As a result of these pending acquisitions, Mr. Joshua Haupt (recently referred
to as the 'Steve Jobs of Cannabis Cultivation' will also be joining our company
as our new Chief Cultivation Officer upon successful completion of the
acquisition. Josh's extraordinary cultivation skills are outlined in his
Three-A-Light ® publication (www.threealight.com) wherein he fully describes his
three pounds a light performance metrics for growers in a non-industrial
The combination of both these new acquisitions is already achieving
profitability year to date on revenues (through October of 2016) of just over
$1.267M noting both businesses were launched late in FY 2015.
One of the new products developed in cooperation with this new partner is
referred to as Cultivation MAX, a service we will be launching shortly designed
to increase the efficiency as well as yields of an existing cultivation
operation in states where such operations are allowed by law wherein we will be
able to achieve a revenue outcome for our client based upon the improvement of
those related metrics; in other words our clients will not have any obligation
to compensate us for ongoing operations unless they achieve improved cultivation
outcomes. In addition to design and deployment revenue (nutrients included) we
will receive for these services fees based upon the margin of improvement
metrics typical to our industry on a pre-agreed to performance metric reflected
in grams per watt, pounds per light, or grams per square foot of flower canopy.
While we are optimistic there are no assurances we will increase production.
Failure to increase production will result in our inability to generate revenues
from these operations.
We believe our new cultivation performance metrics as achieved through this new
partnership will provide extraordinary value to the industry as a whole for
those able to recognize that cost of operations and quality will eventually
define who thrives or just survives in this industry.
It is the Company's belief that over time and in taking careful measured growth
steps, our business will become both an admired as well as emulated model for
the cannabusiness industry.
We have never been subject to any bankruptcy proceeding. Our executive offices
are located at 4880 Havana Street, Suite 201 South, Denver, Colorado 80239,
telephone (303) 371-0387. Our website address is
Results of Operations
Results of Operations for the three months ended March 31, 2017 and 2016
During the three months ended March 31, 2017, we generated revenues of $541,136,
including consulting/licensing fees of $531,030, with the balance of fees
arising from our participation in cannabis seminars. In the three months ended
March 31, 2016 revenue generated was $199,615 with $194,235 generated through
consulting/licensing fees. In addition, the Company entered into a management
fee agreement with Pono and Success Nutrients until such time as the acquisition
of these entities is approved by our shareholders. This agreement provides that
the net of the cash income and expenses related to their business divisions are
recognized as a gain or loss in the other income section of our financial
statements. This agreement resulted in our generating approximately an
additional $100,000 in revenue and approximately $40,000 in revenue invoiced but
not collected in the period. If these additional revenues were included in our
March 2017 Statement of Income, our total revenues would have been approximately
$680,000 in the first quarter. Shareholder ratification of these two
acquisitions is expected to occur at our annual meeting of shareholders
scheduled for June 3, 2017.
It is anticipated that our efforts to develop our seminar business will be
limited in the future as we intend to devote our resources and efforts into the
development of our consulting business.
Cost of services, consisting of expense related to delivery of services, was
$165,159 during the three months ended March 31, 2017, compared to $137,441
during the comparable period in 2016, this increase was largely driven by an
increase in wages for the period. Operating expenses during the three months
ended March 31, 2017, were $228,885, including general and administrative
expense of $195,401, compared to general and administrative expenses of $114,338
incurred during the three months ended March 31, 2016, an increase of $81,063.
Increased operating expenses included additional cost incurred related to
professional fees incurred during the period, as well as $33,484 in advertising
expense incurred during the three months ended March 31, 2017, compared to
advertising expenses of $12,492 during the corresponding period in 2016.
Advertising expense increased because of there being more states who had
approved or had pending legislation authorizing legalization of cannabis, either
medical, recreational or both.
Thus, we generated net income of $111,162 during the three months ended March
31, 2017 (approximately ($0.01) per share), compared to net loss of $113,857
during the three months ended March 31, 2016.
Liquidity and Capital Resources
At March 31, 2017, we had $161,258 in cash on hand.
Net cash used by operating activities was $(31,228) during the three-month
period ended March 31, 2017, compared to cash earned from operating activities
of $8,577 for the similar period in 2016, a decrease of $39,805. We anticipate
we will continue to generate negative cash flow from operations until we
complete at least one of several potential acquisitions.
Between November 2014 and March 2016, we undertook a private offering of our
Common Stock wherein we sold 270,000 shares of our Common Stock for gross
proceeds of $270,000 ($1.00 per share) to 4 non-accredited and 23 "accredited"
investors, as that term is defined under the Securities Act of 1933.
As the Company continues to focus on expanding its branding warehouse concept,
it will begin to require capital beyond its ability to support through normal
cash flow sources. Over time these investments will begin to require less
capital and be spread out over an ever-increasing corporate structure
integrating various acquisitions as wholly owned subsidiary operations, all
supporting a common brand and marketing strategy. Additionally, our ability to
evolve into a low cost public company entity will generate even better value to
our shareholders as we are eliminating duplication of all the various related
costs and services.
From October 2016 through February 2017, we engaged in a private offering of
convertible notes to 11 accredited investors (as that term is defined under Rule
501, Regulation D of the Securities Act of 1933, as amended). These loans
provide for a fixed or VW AP conversion option, bear an annual interest rate of
12% (simple), with interest paid quarterly and mature on December 31, 2018. We
issued notes totaling $989,777. As of the date of this Report, Convertible Notes
aggregating $254,777 were converted to 145,587 shares of our Common Stock. These
conversions were computed at both the floor value of $1.75 as well as at a VW AP
value as allowable under the terms of the conversion rights. See "Notes to
The company is currently in process of securing additional capital in return for
issuing equity in the company's common stock. It is expected, though not
assured, that this additional cash infusion will provide meet the cash
requirements of the company until it will again start generating positive cash
flow for its operations. However, if we are unable to secure this financing or
generate profits from our operations or elect to expand our operations or
otherwise require additional capital, we have no agreement with any third party
to provide us the same and there can be no assurances that we will be able to
raise any capital, either debt or equity on commercially reasonable terms, or at
all. If we require additional capital and are unable to raise the same, it could
have a material negative impact on our results of operations.
Although our operations are influenced by general economic conditions, we do not
believe that inflation had a material effect on our results of operations during
the three-month period ended March 31, 2017.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of March 31, 2017 and December 31,
Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance
with U.S. GAAP. The preparation of these financial statements requires
management to make estimates, judgments and assumptions that affect reported
amounts of assets, liabilities, revenues and expenses. We continually evaluate
the accounting policies and estimates used to prepare the condensed financial
statements. The estimates are based on historical experience and assumptions
believed to be reasonable under current facts and circumstances. Actual amounts
and results could differ from these estimates made by management. Certain
accounting policies that require significant management estimates and are deemed
critical to our results of operations or financial position are discussed in our
Annual Report on Form 10-K for the year ended December 31, 2016 in the Critical
Accounting Policies section of Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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