You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our Consolidated Financial Statements and the accompanying notes.

The following discussion includes many forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. For cautions about relying on such forward-looking statements, please refer to the section entitled "Cautionary Note Regarding Forward-Looking Statements" at the beginning of this Report immediately prior to Item 1.





Overview


Historically, we established joint ventures and entered into operating and management agreements with our partners and acted as a distributor of hemp products processed by our contractors. We previously generated revenue from various sources on a "one-time basis" for services that we provided to clients in helping them obtain licenses, build out and open dispensaries and cultivation centers. Prior to 2017, we sold a line of portable vaporizers and accessories under the brand name Vaporfection. We discontinued these business operations in 2016 to focus on our current business in the industrial hemp industry.

Based upon our knowledge and expertise in the regulation of the industrial hemp industry, our business plan involves creating a sustainable business model to grow crops and manufacture products from hemp farmland and to market, sell, and distribute hemp derivative products such as CBD distillate and isolate, while exploring other business opportunities that complement our core business.

We operate through the following subsidiaries:





       ?      EWSD I, LLC d/b/a Shi Farms, which cultivates and processes
              industrial hemp at a 320-acre farm in Pueblo, Colorado;

       ?      NY - SHI LLC, which conducted our pilot study in New York and will
              be our joint venture partner with Canbiola and Canbiola Sub;

       ?      SHI Cooperative LLC, which will contract with third-party farmers to
              cultivate hemp in, among other areas, Colorado, Nevada, and
              Oklahoma;

       ?      Pueblo Agriculture Supply and Equipment, LLC, "PASE" which owns
              dehydration equipment;

       ?      SOCO Processing LLC, which will construct a pre-processing plant as
              part of the Partner Farm Agreement and Supply Agreement with Mile
              High; and

       ?      Rock Acquisition Corporation, which will manage land containing
              potential sand and gravel assets in Pueblo, Colorado, under a mining
              permit with the State of Colorado.




 29






Comparison of the years ended December 31, 2017 and 2016





Net Loss


The Company reported a consolidated net loss of approximately $117.3 million for the year ended December 31, 2017 compared to a consolidated net loss of approximately $17.7 million for the year ended December 31, 2016. The fluctuation of approximately $99.6 million was primarily due to an increase in the change in fair value of derivative liabilities of approximately $56.9 million, and an increase in interest expense of approximately $18.0 million.





Revenue


Revenue was $489,097 for the year ended December 31, 2017, compared to $253,835 for the year ended December 31, 2016. The increase of approximately $235,262 in total revenue was due to the Company executing its business plan and increasing the size of its agricultural capacity by farming on 15 acres. The net result was an increase in biomass that we processed into CBD, which allowed us to commence sales of CBD. During the fourth quarter of 2017, the Company launched its wholesale CBD business. During the first quarter of 2016, the Company launched its CBD oil sales program pursuant to the First Amended and Restated Grower's Distribution Agreement. The First Amended and Restated Grower's Distribution Agreement was subsequently terminated in May 2016.





Costs of Revenue


Costs of revenues increased by $53,231 for the year ended December 31, 2017, as compared to the same period of 2016. Our CBD oil sale program launched in the first quarter of 2016 and we incurred cost of revenue related to the procurement of CBD oils in the amount of approximately $92,889 during the year ended December 31, 2017, as compared to $220,000 for the same period of 2016.

We incurred costs related to the cultivation of crops during December 31, 2017 in the amount of approximately $384,000, as compared to $230,000 for December 31, 2016, which also impacted the increase in cost of revenue.

In light of the court order to destroy all of the Whole Hemp plants, the Company has immediately expensed all capitalized agricultural costs of $73,345 as of December 31, 2016, which represented all costs as of that date related to the Whole Hemp plants.





Operating Expenses



Operating expenses consist of all other costs incurred during the period, other than cost of revenue. We incurred approximately $5.5 million in operating expenses for the year ended December 31, 2017, compared to approximately $10 million for the year ended December 31, 2016. The decrease of approximately $4.9 million was primarily due to the decrease in general and administrative expenses of that amount due to the closing of the Company's headquarter office in Los Angeles, California, as well as the Company's revised business plan resulting in certain discontinued operations. General and administrative expenses consist primarily of salary costs, including stock-based compensation, professional costs, including the costs associated with being a public company and consultants, rent, and other costs.





 30







Other Expense


Other expense increased by approximately $104.6 million during the year ended December 31, 2017, compared to the prior year period, primarily from the increase in the change in fair value of derivative liabilities and interest expense. A decrease in gain on change in fair value of warrant liability, gain on sale of interest in subsidiary, gain on debt forgiveness and gain on extinguishment of debt. This was offset by an increase in other income.

Liquidity and Capital Resources

As of December 31, 2017, the Company had cash on hand of approximately $90,000 compared to approximately $24,000 at December 31, 2016.





Cash Flow


During the year ended December 31, 2017, cash was primarily used to fund our operations, as well as the development of the Farm.





                                                 For the year ended December 31,
   Cash flow                                         2017                  2016
   Net cash used in operating activities       $     (1,584,213 )      $ (3,552,099 )
   Net cash used in investing activities               (588,063 )          (638,048 )
   Net cash provided by financing activities          2,236,319           4,179,138
   Cash Flows from discontinued operations                2,456             (17,858 )

   Net decrease in cash                        $         66,499        $    (28,867 )

Cash Flows - Operating Activities

During the year ended December 31, 2017, cash flows used in operating activities were $1.6 million, consisting primarily of an increase in change in fair value of derivative liability, gain on extinguishment of debt, and a decrease in financing costs.

Cash Flows - Investing Activities

During the year ended December 31, 2017, cash flows used in investing activities was $588,063 in connection with the PCH deal.

Cash Flows - Financing Activities

During the year ended December 31, 2017, cash flows provided by financing activities were $2.2 million, consisting primarily of approximately $2.3 million of gross proceeds from the issuance of convertible notes payable.





 31







Liquidity and Cash Flows


Management believes that our cash balances on hand, cash flows expected to be generated from operations, proceeds from current and future expected debt issuances and proceeds from future share capital issuances, if any, may not be sufficient to fund the Company's net cash requirements through January 2020. As noted in the footnotes to the accompanying Consolidated Financial Statements, the Company recently received a Notice of Default from a creditor following non-payment of the balance due under a certain promissory note at maturity thereof, pursuant to which the Company will incur penalties and an increased interest rate, as well as potential legal expenses associated with the creditor's legal actions. For additional information, see the section entitled "Item 1A. Risk Factors" elsewhere in this Report. As of the date of this Report, we are in default on all notes outstanding. We are unable to predict the outcome of these matters; however, legal action taken by our lenders could have a material adverse effect on our financial condition, results of operations, and/or cash flows and our ability to raise funds in the future. In order to execute our long-term growth strategy, which may include selected acquisitions of businesses or facilities that may bolster our CBD oil extraction business or real estate for the cultivation of hemp, we will need to raise additional funds through public or private equity offerings, debt financings, or other means.

Our financial statements were prepared on a going concern basis. The going concern basis assumes that we will continue in operation for the foreseeable future and will be able to realize our assets and discharge our liabilities in the normal course of business. During the year ended December 31, 2017, we had a net loss of approximately $117.3 million, negative cash flow from operations of $1.6 million, and negative working capital of $158.7 million. We will need to raise capital in order to fund our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent on our ability to raise additional capital and implement a business model that generates meaningful revenues. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We will continue to execute on our business model by attempting to raise additional capital through the sales of debt or equity securities or other means. However, there is no guarantee that such financing will be available on terms or timing acceptable to us, or at all. If we are successful, we expect that these efforts could provide us with the necessary liquidity to continue operations at least through the first quarter of the fiscal year during which this Report has been filed. If we are unable to obtain adequate debt or equity financing, we may be forced to slow or reduce the scope of operations and proposed expansion, and our business would be materially affected. It is uncertain whether we can obtain financing to fund operating deficits until profitability is achieved or until revenues increase. This need may be adversely impacted by: unavailability of financing, uncertain market conditions, the success of the crop growing season, the demand for CBD oil, our ability to obtain financing for the equipment and labor needed to cultivate hemp and extract the CBD oil, and adverse operating results. The outcome of these matters cannot be predicted at this time.

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