Quarterly report pursuant to Section 13 or 15(d)

RELATED PARTY CONSIDERATIONS

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RELATED PARTY CONSIDERATIONS
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
RELATED PARTY CONSIDERATIONS

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. We have not formulated a policy for the resolution of such conflicts.

 

On November 20, 2017, Dr. Dimitrov, former director of the Company, provided a notice to the Company stating that he was resigning from the Board, effective immediately. Dr. Dimitrov indicated that his resignation from the Board was based on the deteriorating relationship between the Company and Digital Diagnostics over the non-payment of fees owed by the Company pursuant to the licensing agreement between the Company and Digital Diagnostics (See Note 11). There was no change during the six months ended June 30, 2019.

 

For the years ended December 31, 2018 and 2017, $300,000 was recognized in Research and Development expenses for consulting provided by Dr. Dimitrov. As of December 31, 2018 and 2017, $575,000 and $275,000 was included in accounts payable, respectively. During the year ended December 31, 2018 and 2017, $0 and $125,000, respectively was paid. There was no change during the six months ended June 30, 2019.

 

On June 28, 2017, the Company issued promissory notes to two of the Company’s then executive officers and directors. The promissory note accrues interest at a rate of 8.0% per annum and matures on the earlier of (i) one (1) year from the date of the promissory note, and (ii) the closing the sale of the Company’s securities in a single transaction or a series of related transactions from which at least $500,000 of gross proceeds are raised (See Note 9).

    

On January 8, 2019, the Company entered into a Master Product Development and Supply Agreement with C2M (see Note 11). The Company paid cash in advance for the purchase of inventory with C2M and accordingly recorded advance to supplier of $820,108 at June 30, 2019. During the six months ended June 30, 2019, the Company purchased finished products from C2M totaling approximately $197,117. During the six months ended June 30, 2019, cost of sales of $115,787 represents the purchase of CBD products from C2M. C2M is a majority stockholder of the Company.

 

On April 30, 2019, the Company, through its majority-owned subsidiary, EOW, entered into a farm lease agreement for a lease term of one year. The lease premise is located in Cave Junction, Oregon and consists of approximately 38 acres. The lease requires the Company to pay $76,000 per year, whereby $38,000 was payable upon execution and $38,000 shall be payable on September 15, 2019 and 2% of the net income realized by the Company from the operation of the lease farm. The lease shall continue in effect from year to year for five years except for at least a 30 day written notice of termination. The Company has paid the initial payment of $26,000 and the remaining $12,000 was paid directly to the landlord by an affiliated company who is renting the portion of the lease property from the Company. The affiliated company is owned by two managing members of EOW. EOW is in the process of arranging a sub-lease agreement with the affiliated company.

 

During the six months ended June 30, 2019, the Company reimbursed a managing member of EOW and an affiliated company which is owned by two managing members of EOW, for operating expenses paid on behalf of EOW for the following:

 

- $400,000 worth of hemp seeds
- $50,000 lease payment related to a lease agreement (see Note 11)
- $200,000 deposit related to a leasehold improvement on a dryhouse building
- $20,000 rent expense of a dryhouse building
- $100,000 for irrigation cost

 

The Company recognized revenues from a related party customer of $40,519 during the three and six months ended June 30, 2018. The customer is an affiliated company which is substantially owned by a managing member of EOW.

 

From time to time, the Company’s subsidiary, EOW, receives advances from an affiliated company which is owned by a managing member of EOW for working capital purposes. The advances are non-interest bearing and are payable on demand. As of June 30, 2019, due to related party amounted to $30,000.