American Cannabis Company
American Cannabis Company, Inc.(AMMJ) and subsidiary company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. The Company provides advisory and consulting services specific to this industry, manufactures proprietary industry solutions including; the Satchel™, SoHum Living Soils™, Cultivation Cube™ and the High Density Cultivation System.™ The Company also sells 3rd party industry-specific products and manages a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry. American Cannabis Company, Inc. is a publicly listed company quoted on the OTCQB under the symbol “AMMJ”.
American Cannabis Company was incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical diagnostic products using immunology and molecular biologic technologies.
On March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of the issued and outstanding share capital of Brazil Interactive Media, Inc. (“BIMI”), which operated as a Brazilian interactive television company and television production company through its wholly owned Brazilian subsidiary company, EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (“EsoTV”). Naturewell’s Articles of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc.
On May 15, 2014, BIMI entered into a merger agreement (“the Merger Agreement”) to acquire 100% of the issued and outstanding American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (“the Separation Agreement”). Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently amended its Articles of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis Company, Inc changed its stock symbol from BIMI to AMMJ.
The foregoing descriptions of the Merger Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by the terms of such agreements, which are filed as exhibits to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 3, 2014.
Immediately following the completion of the Merger Agreement, former shareholders of American Cannabis Consulting owned 31,710,628 shares of American Cannabis Company, Inc.’s common stock representing 78.4% of American Cannabis Company, Inc.’s issued and outstanding share capital. Accordingly, American Cannabis Consulting was deemed to have been the accounting acquirer in a Reverse Merger which resulted in a recapitalization of the Company. Consequently, the Company’s consolidated financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) since September 29, 2014.
The company primarily operate within two divisions within the regulated cannabis industry: consulting and professional services; and, (ii) the sale of products and equipment commonly utilized in the cultivation, processing, transportation or retail sale of cannabis. American Cannabis is not licensed to produce and/or sell cannabis. The company do not sell, cultivate, manufacture, or transact cannabis.
The company offer consulting services for companies associated with the cannabis industry in all stages of development. The company's service offerings include the following:
- Cannabis Business Planning. The company's commercial cannabis business planning services are structured to help those pursuing state based operational licensing to create and implement effective, long-range business plans. The company work with its clients to generate a comprehensive strategy based on market need and growth opportunities, and be a partner through site selection, site design, the development of best operating practices, the facility build-out process, and the deployment of products. The company understand the challenges and complexities of the regulated commercial cannabis market and American Cannabis has the expertise to help client businesses thrive.
- Cannabis Business License Applications. The company's team has the experience necessary to help clients obtain approval for their state license and ensure their company remains compliant as it grows. American Cannabis has crafted successful, merit-based medical marijuana business license applications in multiple states and the company understand the community outreach and coordination of services necessary to win approval. As part of the process for crafting applications, the company collaborate with clients to develop business protocols, safety standards, a security plan, and a staff training program. Depending on the nature of its clients’ businesses and needs, the company can work with its clients to draft detailed cultivation plans, create educational materials for patients, or design and develop products that comply with legal state guidelines
- Cultivation Build-out Oversight Services. The company offer cultivation build-out consulting as part of its Cannabis Business Planning service offerings. The company help clients ensure their project timeline is being met, facilities are being designed with compliance and the regulated cannabis industry in mind, and that facilities are built to the highest of quality standards for cannabis production and/or distribution. This enables a seamless transition from construction to cultivation, ensuring that client success is optimized and unencumbered by mismanaged construction projects.
- Cannabis Regulatory Compliance. Based on its understanding of regulated commercial cannabis laws nationwide, the company can help client cultivation operations, retail dispensaries and/or infused-product kitchen businesses to meet and maintain regulatory compliance for both medical and recreational markets. The company partner with its clients to establish standard operating procedures in accordance with their state’s regulation, and help them implement effective staff hiring and training practices to ensure that employees adhere to relevant guidelines.
- Compliance Audit Services. The company's regulatory compliance service offerings include compliance auditing. The regulated cannabis industry is developing rapidly with evolving laws and regulations, and navigating through current and new regulations and systems can be tedious and daunting. To assist its clients in addressing these challenges, the company offer compliance audits performed by its experienced and knowledgeable staff; its team members maintain comprehensive oversight of the cannabis industry while staying up-to-date on current and new laws and regulations. The company's compliance audits assess various regulatory topics, including: (1) licensing requirements; (2) visitor intake procedures; (3) seed-to-sale inventory tracking; (4) proper waste disposal procedures; (5) recordkeeping and documentation requirements; (6) cannabis transportation procedures; (7) packaging and labeling requirements; (8) security requirements; (9) product storage; (10) mandatory signage; and (11) preparedness for state and local inspections.
- Cannabis Business Growth Strategies. The company's team shares its collective knowledge and resources with its clients to create competitive, forward-looking cannabis business growth strategies formulated to minimize risk and maximize potential. The company customize individual plans for the unique nature of its client businesses, their market and big-picture goals, supported with a detailed analysis and a thorough command of workflow best practices, product strategies, sustainability opportunities governed by a core understanding or regulatory barriers and/or opportunities.
- Cannabis Business Monitoring. The regulated commercial cannabis industry is constantly growing and shifting, and the ongoing monitoring of a cannabis business allows it to remain responsive to evolving consumer demands and state regulations as well as potential operations problems. The company offer fully-integrated business analysis solutions. The company's monitoring services include sales tracking, market assessment, loss prevention strategies, review of operational efficiency and workflow recommendations. Additionally, its services include Strength, Weakness, Opportunity and Threat (“SWOT”) analysis, where the company analyze client operations to pinpoint strengths, weaknesses, opportunities and threats. The company's SWOT analyses allow clients to focus their efforts and resources on the most critical areas along these dimensions.
Equipment and Supplies
In addition to professional consulting services, the company operate an equipment and supplies division for customers in the cannabis industry. The company's Group Purchasing Organization, American Cultivator CO., enables customers to procure commonly used cultivation supplies at competitive prices. The company's major product offerings include the following:
- The Satchel™. The Satchel was invented in response to regulatory changes in Colorado and elsewhere that require child-proof exit containers. The Satchel is a pouch-like case designed as a high-quality, child-proof exit package solution for the regulated cannabis industry. The Satchel meets child-safety requirements of the Consumer Products Safety Commission (“CPSC”), making it compliant in all states. There are few products meeting regulatory standards, and even fewer that offer distinctive quality. The Satchel will meet all current exit packaging regulations, featuring a child-proof closure that completely conceals the contents inside. On February 23, 2016, the company announced its receipt of notice from the U.S. Patent Office that its application for patent protection for the Satchel were deemed allowable by the U.S. Patent and Trademark Office. On March 29, 2016, the U.S. Patent and Trademark Office issued patent number 9,296,524 B2 for the Satchel.
- SoHum Living Soil™. The right grow methodology is critical to the success of any cannabis cultivation operation, and SoHum Living Soil™ is its solution to ensure that its customers can implement an optimal methodology that will maximize quality and yields while simplifying the cultivation process and reducing risk of operator error and test failure. The SoHum medium is a fully amended “just-add-water” soil that contains none of the synthetic components found in other potting mixes and requires no chemical additives to spur growth. Compared with comparable methodologies, SoHum Living Soil™ offers a number of key advantages, including: (1) consistent Pyto-pharmaceutical-grade product quality; (2) improved plant resistance to disease; and (3) reduced operator error.
- High Density Racking System. A key metric in the success of a cultivation operation is the maximization of available space to grow. The company's High Density Racking System is a solution designed to ensure that space is used in the most efficient manner possible. The system takes advantage of the existence of vertical space, with racks installed vertically and placed on horizontal tracking to eliminate multiple isles, and creates multiple levels of space with which to grow plants. The High Density Racking System allows customers to increase production capacity without the need to add additional square footage to the operation.
- The Cultivation Cube™. The Cultivation Cube™ is a self-contained, scalable cultivation system that is compliant with regulatory guidelines. The Cultivation Cube™ allows commercial cannabis cultivation operations to maximize space, yield and profit through an innovative design that provides a fully integrated growing solution. The Cultivation Cube utilizes more lights per square foot than traditional grow systems, which translates to profit increases per square foot. The Cultivation Cube™ is also stackable, which allows customers to achieve vertical gains and effectively doubles productive square-footage. It is an ideal solution for commercial-scale cultivation within limited space, with numerous advantages over other traditional grow systems, including: (1) flexibility to fit customer build-out sites; (2) efficient speed-to-market with fast delivery and set-up; (3) increased security with limited access units; (4) risk mitigation through precision environmental controls; and, (5) is compatible with lean manufacturing principles and operations.
- Other Products. The company offer its clients a diverse array of commonly utilized product offerings from across all areas of the regulated cannabis industry, including cultivation operations, medicinal and recreational cannabis dispensary operations, and infused-products. Examples of products available through American Cultivator Co. include HID Ballasts, reflectors, MH and HPS bulbs, T5 fixtures, mediums, nutrients and fertilizers, growing containers, flood tables, reservoirs, and various other supplies, including cleaning products and office supplies. The company also offer a Group Purchasing Organization (“GPO”) focused on disposables to creates purchasing power by leveraging groups of businesses to obtain discounts from vendors based on the collective buying power of the GPO.
Sales and Marketing
The company sell its services and products throughout the United States in states that have implemented regulated cannabis programs as well as Canada. The company intend to expand its offerings as more new countries, states and jurisdictions as they adopt state-regulated or Federal programs.
Research and Development
As a component of its equipment and supplies offerings, from time-to-time the company design and develop its own proprietary products to meet demand in markets where current offerings are insufficient. These products include, but are not limited to: The Satchel™, Cultivation Cube™, So-Hum Living Soils™ and the HDCS™. Costs associated with the development of new products are expensed as occurred as research and development operating expenses. During the year ended December 31, 2016, its research and development costs were $2,553 as compared to $51,115 for the fiscal year ended December 31, 2015.
For the year ended December 31, 2016 and December 31, 2015, in the aggregate, three customers, respectively, accounted for 45.66% and 74% of the Company’s total revenues for each respective period.
On a geographical basis, for the year ended December 31, 2016, approximately 92% and 4.72% of its total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2015, approximately 91% and 9% of its total revenues for the period were generated from the United States and Canada, respectively.
On March 29, 2016, the U.S. Patent and Trademark Office issued patent number 9,296,524 B2 for The Satchel™, its child-proof exit package solution for the regulated cannabis industry. The company may file for additional patent protection as the company deem appropriate to protect new products. The company also had trademark applications pending to protect its branding and logos. These pending applications included trademarks for American Cannabis Company (stylized and/or with design logo), American Cannabis Consulting (stylized and/or with design logo), the design and colors used in its leaf logo, the Cultivation Cube (stylized and/or with design logo), its slogan (“Growing the Next Frontier”), and two word marks and the logo associated with SoHum Living Soil.
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