UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 20162021
Commission File Number
333-176154Generation Hemp, Inc.
(Exact name of registrant as specified in its charter)
| 26-3119496 | ||
| (State or other jurisdiction of | ||
incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 8533 Midway Road, Dallas, Texas | 75209 | |
| (Address of principal executive offices) | (Zip code) |
(469) 209-6154
(Registrant'sRegistrant’s telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
None
Securities Registered under Section 12(g) of the Exchange Act:
Class: Common Stock, no par value $0.00001 per share
Ticker: GENH
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No þ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No þ☑
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesIndicate by check mark whether the registrant has submitted electronically, and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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 þ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” andfiler”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☑ | Smaller reporting company | ☑ |
| Emerging growth company | ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes ☐ No ☑
As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the votingcommon stock held by non-affiliates 3,305,450of the registrant was $24,359,385.
At April 12, 2022, the registrant had 113,114,002 shares of no par value Common Stock was $89,247 as of June 30, 2016. Thecommon stock price for computational purposes was $0.027 per share, based uponoutstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, the factother reports, statements, and information that the final tradeCompany has previously filed with or furnished to, or that we may subsequently file with or furnish to, the SEC and public announcements that we have previously made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the Registrant's Common Sharesextent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward looking statements contained in this Annual Report on Form 10-K include, but are not limited to statements about:
| ● | the risk that our results could be adversely affected by natural disaster, public health crises (including, without limitation, the recent Coronavirus Disease 2019, or COVID-19, outbreak), political crises, negative global climate patterns, or other catastrophic events; |
| ● | the marketability of our products; |
| ● | financial condition and liquidity of our customers; |
| ● | competition in the hemp markets; |
| ● | industry and market conditions; |
| ● | purchases by major customers and our ability to renew sales contracts; |
| ● | credit and performance risks associated with customers, suppliers, banks and other financial counterparties; |
| ● | availability, timing of delivery and costs of key supplies, capital equipment or commodities; |
| ● | our future capital requirements and our ability to raise additional capital to finance our activities; |
| ● | the future trading of our common stock; |
| ● | legal and regulatory risks associated with OTC Markets; |
| ● | our ability to operate as a public company; |
| ● | our ability to protect our proprietary information; |
| ● | general economic and business conditions; the volatility of our operating results and financial condition; |
| ● | our ability to attract or retain qualified senior management personnel and research and development staff; |
| ● | timing for completion of major acquisitions or capital projects; |
| ● | our ability to obtain additional financing on favorable terms, if required, to complete acquisitions as currently contemplated or to fund the operations and growth of our business; |
| ● | operating or other expenses or changes in the timing thereof; |
| ● | compliance with stringent laws and regulations, as well as changes in the regulatory environment, the adoption of new or revised laws, regulations and permitting requirements; |
| ● | potential legal proceedings and regulatory inquiries against us; and |
| ● | other risks identified in this Quarterly Report that are not historical. |
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the OTCQBforward-looking statements contained in this Annual Report on June 30, 2016 was at $0.027. per share. Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The value is not intendedforward-looking statements made in this Annual Report on Form 10-K relate only to be a representation as to the value or worth of the Registrant's shares of Common Stock. The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares held by persons affiliated with the Registrant from outstanding shares.
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SUMMARY RISK FACTORS
The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should carefully consider these risk factors, together with the risk factors set forth in “Item 1A. Risk Factors” of this Report and the other reports and documents filed by us with the U.S. Securities and Exchange Commission (“SEC”).
Risks Related to Our Business
| ● | There is substantial doubt that we will be able to continue as a going concern. | |
| ● | We have a history of significant losses, which could continue in the future, and we may never achieve nor maintain profitability. | |
| ● | The impact of the spread of COVID-19 and the measures taken to mitigate it are adversely affecting our business, operations and financial condition. | |
| ● | Unfavorable global economic or political conditions could adversely affect our business, financial condition or results of operations. | |
| ● | We have a limited operating history and operate under the professional guidance of our Chairman and CEO. | |
| ● | We may be unable to manage our growth or implement our expansion strategy. | |
| ● | The issuance of additional shares of our common stock may be necessary for the implementation of our growth strategy. | |
| ● | The loss of our current chief executive officer or key management personnel or inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition or results of operations. | |
| ● | Our Chief Executive Officer has significant influence over our operations. | |
| ● | It is likely that conflicts of interest may arise in the day-to- day operations of our business. Such conflicts, if not properly resolved, could have a material negative impact on our business. | |
| ● | Adverse outcomes in future legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability. | |
| ● | We will seek to expand through acquisitions of and investments in various brands, businesses, and assets in the Hemp sector. These acquisition activities may be unsuccessful or divert management’s attention. | |
| �� | We risk insolvency if revenues decline sharply and we are unable pay our bills and unable to timely locate and negotiate a suitable business combination or capital injection. | |
| ● | We are subject to certain corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business. | |
| ● | Natural and other disasters, information technology system failures and network disruptions and cybersecurity breaches and attacks could adversely affect our business. | |
| ● | Failure to comply with U.S. federal, state and international laws and regulations relating to privacy or data protection, or the expansion of current or the enactment of new laws or regulations relating to privacy or data protection, could adversely affect our business and our financial condition. | |
| ● | Hemp prices have historically been very volatile and can directly affect the desire or willingness of farmers to grow new hemp crops each year, which is necessary for us to maintain our drying operations. |
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Risks Related to our Activities in the Legal Hemp Industry
| ● | We will be subject to a myriad of different laws and regulations governing hemp and our inability to comply with such laws in a cost-effective manner may have an adverse effect on our business and result of operations. | |
| ● | We have limited operating history in the legal hemp or cannabis industry, which makes it difficult to accurately assess our future growth prospects. | |
| ● | Because we only began our legal hemp operations in early 2021, we anticipate our operating expenses will increase prior to earning revenue from these operations. | |
| ● | Negative press from being in the hemp space could have a material adverse effect on our business, financial condition, and results of operations. |
Risks Related to Ownership of Our Common Stock
| ● | Our stock price has been and may continue to be volatile, and you could lose all or part of your investment. | |
| ● | Our operating results will be subject to fluctuations and our stock price may decline significantly. | |
| ● | There are restrictions on the transferability of certain of our securities. | |
| ● | If the Company uses its stock in acquisitions of other entities, there may be substantial dilution at the time of a transaction. | |
| ● | Trading on the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares. | |
| ● | The Company currently plans move to a more advantageous trading market and then potentially uplist, to a national exchange, however, there is no assurance that we will be able to successfully move trading markets or uplist to a national exchange. | |
| ● | Because we do not expect to pay any dividends for the foreseeable future, investors may be forced to sell their stock to realize a return on their investment. | |
| ● | Our common stock is presently subject to the “Penny Stock” rules of the SEC. | |
| ● | If we fail to remain current on our reporting requirements, we could be removed from the OTCQB which would limit the ability of broker-dealers to sell our securities in the secondary market. | |
| ● | If we ultimately decide to implement a reverse stock split in order to meet certain minimum stock prices on a national exchange, the liquidity of the shares of our common stock will likely decrease. |
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov.
On our Internet website, http://www.genhempinc.com, we post the following recent filings as soon as reasonably practicable date, March 30, 2016 was: 13,205,450 shares.after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
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GENERATION HEMP, INC.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20162021
TABLE OF CONTENTS
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PART I
Item 1. DESCRIPTION OF BUSINESSBusiness
Generation Hemp, Inc. (the “Company”), was incorporated on August 21, 2021 in the State of Delaware. The Company was originally incorporated on July 28, 2008 in the State of Colorado. On November 27, 2019, Home Treasure Finders, Inc. (“HTF”) acquired approximately 94% of the common stock of Energy Hunter Resources, Inc. (“EHR”) in a series of transactions accounted for as a reverse merger (the “Transaction”). Upon closing of the Transaction, HTF changed its name to Generation Hemp, Inc.
On January 11, 2021, we completed the acquisition of certain assets of Halcyon Thruput, LLC (“Halcyon”). With this acquisition, we commenced providing post-harvest and midstream services to growers by drying, processing, cleaning and stripping harvested hemp directly from the field and wetbaled at our 48,000 square foot leased facility located in Hopkinsville, Kentucky. Additionally, the Company offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. In August 2021, the Company launched its small animal bedding consumer goods product line (“Rowdy Rooster”) made from the hemp hurd byproduct that is produced from its hemp processing operations.
We are a licensed and diversified, Colorado based real estate brokerage, property investor and landlord.. We presentlyalso generate revenue from three sources:rental of our “Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently leased to an unaffiliated hemp seed company.
As of December 31, 2021, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the periods presented.
Our management team has been and continues to actively review acquisition candidates involved in the hemp industry that operate within a number of vertical businesses, predominantly within the midstream sector that are attractive to us and are within the hemp supply chain.
To activatefund our business activities, we borrowed money from our President, Corey Wiegand,have historically completed severala number of private placements as well as a management led IPO.of equity and debt. We continue to seek additional public or private placements of our stock and debt. Our common shares are quoted on the OTCQB Markets under the symbol "HMTF."“GENH.”
Principal Services and their Markets
Generation Hemp is positioning itself to be a diversified, full service licensed real estate brokerage. We are client driven. pure-play, fully integrated hemp company through its acquisitions of existing established companies operating in the rapidly growing hemp sector with success as profitable first movers.
We provide free investment seminarspost-harvest and midstream services to growers by drying, processing, cleaning, stripping harvested hemp directly from the publicfield and train wetbaled at our Licensed Real Estate Agentsleased 48,000 square foot facility located in Hopkinsville, Kentucky. The drying services technology greatly increases efficiency and capacity during harvest for farmers who need to assist their clientsquickly move harvested hemp while preserving the cannabinoid potency by providing scalable infrastructure essential to understandreceive and successfully competeprocess hemp with high moisture content (“wet”) quickly. Additionally, the Company offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. The midstream business is fee income oriented, based upon a price per pound of material handled, and therefore is more protected from significant commodity price variations. The facility is able to process approximately 10,000 wet pounds per hour and the potential to scale up to 20,000 wet pounds per hour in three areas:
We train our Licensed Real Estate Agents to obtain listings which we market aggressively. We assist home buyers to locate and close the purchase of their "dream home". Our Licensed Real Estate Agents also advise clients seeking high returns from real estate investment. We locate and help our clients acquire suitable income property. We generate a commission on completed transactions.
We may own
properties for our own investment account and as such are solely at financial risk in connection with our investments.We do not grow, distribute or sell cannabisany form of cannabis. We have no present plan to engage in such activities or obtain a license to do so, now, or in the future. However, we are presently the landlordWe currently plan to licensed tenant entities who may directly engageonly operate in the cultivation, distribution and sale of cannabis. Accordingly, we exercise appropriate and reasonable care to screen our tenants and insist that our tenants maintain proper licenses and operate in compliance with the state and local rules.
Marketing of our Services
The market, clients, customers and distribution methods for hemp services and hemp-based products are large and diverse. These markets range from hemp mid-stream services for hemp growers/farmers, to hemp derived products like bioplastics, textiles, building materials, food additives, and dietary supplements. Awareness and demand continue to grow for “green,” environmentally-friendly products derived from hemp, and the consumer market has already begun to integrate hemp products and products that contain hemp derivatives to existing product lines. The distribution system is constantly evolving as small retailers, retail chains, and big box stores become increasingly educated on and familiar/comfortable with hemp and its derivatives. The current market is focused on one of the cannabinoids derived from hemp called cannabidiol (“CBD”) and consumer goods that contain CBD. Additionally, consumer awareness followed by increased demand continues to drive and even force companies to make room on their shelves for hemp and products with hemp derivatives. For products with hemp derivatives like CBD, direct to consumer Ecommerce through online store sales remains the main source of revenue for consumer goods companies, accounting for reported percentages of approximately 70-80% of sales.
The Company continues to implement a plan to become more diversified within the midstream market. Our marketing efforts began with a grass roots approach in order to meet with farmers, growers, and seed operations that would benefit from midstream services. To supplement the grass roots outreach, we built our three divisions hasonline web presence to reflect our desire to educate, to become a unique marketing plan developed bycontributor and part of the hemp community, and also to act as a pioneer company to connect investors in the U.S. public markets to a hemp education and platform that is dually informed.
We maintain and update our founderwebsite and engage on social media platforms to market our ongoing hemp sector efforts. We use globally distributed YouTube video ad campaigns to increase our brand awareness and encourage markets and the investment community to learn more about the hemp space. These videos have been played on several business sites such as CNBC, MSNBC, Fox News, Fox Business, Yahoo Finance, among others. We have also begun to market a version of “Fireside Chats” from our Chairman and CEO Corey Wiegand.
In 2021, we increased our marketing efforts by engaging several industry and investor media platforms by providing or collaborating on sponsored content in the form of articles, interviews, and podcasts in order to continue to educate the public and investors on the hemp industry and our company’s various products, services, and business plan. We have been featured on USA Today, Small Caps Daily, Benzinga, Reddit, and Cannabis Wealth Magazine. Gary C. Evans has also been a guest on KRLD News Radio Dallas to discuss the Company, along with several podcasts and webinars. We have also continued to build out our social media presence on Instagram, TikTok, Facebook (Meta), Twitter, LinkedIn, and YouTube. We are attempting to post video and/or static posts at least twice per week and designing content based on statistical data of engagement metrics – what content is trending, what users are most responsive to, and what times receive the most user reach and engagement. For reference, when comparing social media engagement from October 18, 2021 – December 28, 2021 to the same period for 2020, reach increased by 4,912% and engagement increased by 420% due to these efforts by management and the rules promulgated by the State of Colorado Marijuana Enforcement Division.social media team.
Subsequent Events
Execution of “Gas Monkey” Merchandise Licensing Agreement - On February 17, 2022, Generation Hemp, Inc. executed a merchandise licensing agreement with world-renowned brand, Gas Monkey Garage. Generation Hemp will manufacture a USA grown hemp hurd spill absorbent and market this new product under the Gas Monkey brand name to consumers, retailers, and distributors as an environmentally sustainable, USA made, ultra-absorbent spill clean-up material. This will be Generation Hemp’s second environmentally sustainable consumer goods product line made from U.S. grown hemp hurd. Spill absorbents are typically used in garages, factories, or industrial settings to quickly contain spills of oil and other liquids. Spill absorbents are also used at the site of auto accidents to quickly contain leaks of oil and other fluids due to collisions.
Richard Rawlings, owner and founder of Gas Monkey Garage, is the star of the international hit series’ “Fast N’ Loud” & “Garage Rehab” spanning 17+ seasons and 200+ episodes. Mr. Rawlings and Gas Monkey have migrated the show to an online platform and consistently produce new episodes that premiere every week on YouTube and Facebook. With his experience of owning and running a garage for over 18 years, Richard Rawlings found the sustainable spill absorbent to be of great significance.
There are several types of spill absorbents with varying characteristics. These are in three general categories – mineral based, animal or vegetable based, and synthetic or organic polymers. The challenge in choosing an absorbent is finding an effective absorbent that does not pose a threat to health or the environment, whether that threat is posed when that material is procured or used. For example, a widely used spill absorbent material in products is Bentonite Clay. This is often a very dusty material and has warnings of containing unsafe levels of lead (FDA) and is associated with a number of health complaints in humans.
Generation Hemp, Inc. tested its U.S. grown and milled hemp hurd against currently used absorbents on the market and the findings showed it to have as effective or more effective absorbency and ability to contain spills.
Joint-Venture With Crypt Solutions, Inc. to Utilize Hemp Hurd Biomass as Biofuel to Power Bitcoin Mining – On January 16, 2022, Generation Hemp, Inc. and Crypt Solutions, Inc., DBA Cryptech Solutions (“Crypt”) a leading player in the cryptocurrency space, executed a Memorandum of Understanding and Letter of Intent to build “Green Energy” plants and Bitcoin mining complexes that will utilize hemp feedstock as a fuel source to power Bitcoin mining equipment and offset the draw on power from the local utility. Plans for this complex also include Generation Hemp’s additional hemp drying and processing facilities.
With theincreasing adoption and integration of cryptocurrency in mainstream channels and throughout the global economy, there has been an enormous draw on the energy grid for powering the necessary data processing equipment required to maintain these cryptocurrency mining systems 24/7. Generation Hemp, Inc. and Crypt Solutions, Inc. have begun to assemble the necessary pieces of a diversified “Green Energy” plant to create an independent power source for the primary purpose of powering Bitcoin mining in an effort to resolve any added pressure on the electrical grid. Environmentally sustainable hemp, a green feedstock, will be used for Btu generation to offset the draw of electricity from local utility companies. The Btu generation of hemp is comparable to wood biomass Btu generation. The utilization of solar power to complement the system will also be explored. Generation Hemp currently plans to explore harnessing the high levels of heat generated from the data processing operations produced from Bitcoin mining equipment to redistribute that heat as supplemental Btus to dry hemp.
As a renewable energy source with the utilization of hemp feedstock for fuel, all steps will be taken to register these facilities for Renewable Energy Credits (RECs) once completed and operational. Contributing renewable, “Green Energy” to the overall electrical grid will help electric power suppliers stay in compliance with state initiatives that require a certain percentage of their electricity to come from renewable energy, which helps foster and develop the infrastructure and implementation of renewable energy.
On February 23, 2022, Generation Hemp, Inc. and Crypt executed their first Letter of Intent that specifically applies to their joint Green Energy project, to be located adjacent to Generation Hemp’s wholly-owned subsidiary, GENH Halcyon Acquisition’s current hemp processing facility in Hopkinsville, Kentucky. This first project is being designed for two (2) megawatts of Bitcoin mining, which will include approximately 576 mining machines. The Bitcoin mining installation is expected to be running prior to the end of the second quarter 2022. Initial electricity needs for the project will come from the grid or the existing electricity provider until such time as biomass or other renewable methods are installed.
Competition
The hemp industry and hemp-based consumer product industry is highly competitive and fragmented in its nascency with numerous companies, consisting of publicly (mostly Canadian) and privately-owned companies. There are also large, well-funded companies beginning to emerge in the U.S. with a similar intention as Generation Hemp; to consolidate and vertically integrate along the hemp supply chain through acquisitions. These companies have indicated their intention to compete in the hemp industry and hemp-based product category. However, certain holding companies such as Acreage Holdings (domiciled in British Columbia) also include cannabis companies in their portfolio, whereas Generation Hemp is currently hemp only. We specializeroutinely evaluate internal and external opportunities to optimize value for shareholders through market research, strategic relationships and/or partnerships, and by asset acquisitions. Based upon our management team experience, we believe we are well-positioned to capitalize in the growing hemp industry and hemp-based product industry.
There are several companies developing hemp-based products and materials that will potentially displace existing products and materials sourced from less sustainable or less environmentally friendly sources. These hemp-based products are developing in the markets of textiles, building materials, biofuels, as food additives, skin care topicals and other therapeutics, and dietary supplements. Also, it is thought that cannabinoids derived from hemp can be used as therapeutics for a range of medical indications. The hemp-derived cannabinoid therapeutic market currently includes extracts of the hemp plant in several formulations, including proprietary formulations from several companies. These formulations include CBD and other cannabinoid such as,” CBG”, “CBC”, and “CBN” or a combination of several cannabinoids as the active ingredients. There are over one hundred different cannabinoids, therefore the market potential is only beginning to be realized. The therapeutics and supplement market are flooded with competition for hemp-based cannabinoid therapeutics. There are also companies that are using hemp-based cannabinoids as active ingredients in pharmaceutical formulations. Certain companies such as GW Pharmaceuticals plc have focused on plant-based CBD formulations; while other companies, such as Zynerba Pharmaceuticals Inc. and Insys Therapeutics Inc., have focused on synthetic CBD formulations.
Our Competitive Strengths
We believe that we have the following competitive strengths:
| ● | Experienced and Committed Management Team. Gary C. Evans, our CEO, and other anticipated members of our senior management team have substantial experience in all aspects of growing a public company in a highly competitive sector, including acquisitions, dispositions, construction, development, management, finance and capital markets. Mr. Evans has previously been the Chairman and CEO of three different public companies that obtained financial success on the New York Stock Exchange. Additionally, he previously served as Chairman, CEO, and Lead Director of a NASDAQ listed company in the biopharmaceutical space for 24 years, having just resigned in 2021. | |
| ● | Focus on Consolidating Atomized Industry. Our focus on revenue generating and positive cash flow businesses is a key part of our growth strategy. Moreover, we believe the beginning of an entire new industry creates numerous opportunities to evaluate and consolidate very fragmented businesses. Our ultimate goal of being a more fully integrated enterprise within the midstream sector will eventually give us control of very profitable values chain and separate us from most of our competition. | |
| ● | Demonstrated Investment and Capital Raising Acumen. We will continue to utilize rigorous underwriting standards for evaluating acquisitions and potential tenants to ensure that they meet our strategic and financial criteria. Our management team’s extensive experience and relationships established in mergers and acquisitions over the past 40 years and over 100 separate transactions should enable us to identify, negotiate and close on acquisitions cost effectively, efficiently, and with shareholder interest first in mind. |
Our Growth Strategy
Since the first harvests following the signing of the 2018 Farm Bill, the rush to capitalize on the hemp sector led to several pioneers launching a number of businesses within each vertical – many with very little capital resources available to them. Today:
| ● | The strong have survived | |
| ● | Hemp/CBD space is ripe for consolidation | |
| ● | Time for expansion and more vertical integration | |
| ● | Seasoned business professionals have now begun to enter the space |
Generation Hemp has taken a boots-on-the-ground approach to its analysis of property cash flow.the overall industry and due diligence on specific businesses. We prepare projections usingbelieve there are currently significant opportunities to grow a vertically integrated hemp business by executing the following elements of our knowledge of comparable properties and various other techniques. We encourage clients to focus on acquiring prime properties under terms that make investment success most likely.strategy:
| ● | rigorous, hands-on vetting process to enable our management to meet with target companies’ teams all across the country |
| ● | site tours |
| ● | verification of operations |
| ● | in person discussions on operating activities |
| ● | validation of historical financial results |
| ● | stress testing of projections |
Intellectual Property
As a company within the hemp industry, one of the diverse market segments which we specialize.
Governmental Regulation
We are activesubject to local and federal laws in front range Colorado markets including Greeley,our operating jurisdictions. We will hold required licenses for product production and distribution to the Denver Metro areaextent that our business requires and Colorado Springs.
The Denver Area Real Estate market has experienced remarkable appreciation. We distinguish ourselves by providing a high levelAgriculture Improvement Act of training and services to our brokers, such2018 known as IVR property signs plus aerial fly by video marketing and virtual tours, rather than still photos. Our strategic partnership with Visionary Aircraft Corporation allows our agents to receive a discounted rate for all listing video footage. Our training program outlines a proven system for agents to succeed in establishing themselves as area specialists by prospecting door-to-door for new listings. We believe our competition does not provide effective training to convert leads to sales. In response to competition from discount brokers we allow experienced agents to park their license at our office for a small monthly desk fee. Thereafter, we collect an additional transaction fee for each sale they close.
A range of federal regulations govern any potential product development, manufacturing, distribution, sales and marketing, including the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”). Under DSHEA, supplements are effectively regulated by the FDA for Good Manufacturing Practices under 21 CFR Part 111. DSHEA defines a “dietary supplement” as a product intended to supplement the diet that contains one or more of the following: (a) a vitamin; (b) a mineral; (c) an herb or other botanical; (d) an amino acid; (e) a dietary substance for use by man to supplement the diet by increasing the total dietary intake; or (f) a concentrate, metabolite, constituent, extract, or combination of any ingredient described in clause (a) through (e). Thus, the law permits a wide range of dietary ingredients in dietary supplements, including CBD which is usablean extract of a botanical (Cannabis sativa L. plant). CBD also falls under clause (e) as it is a dietary substance for use by man to supplement the diet by increasing the total dietary intake.
Markets and Distribution Methods
The market, customers and distribution methods for hemp-based products are large and diverse. These markets range from hemp-based bio plastics to textiles. This is an ever-evolving distribution system that today includes early adopter retailers and ecommerce entities, and product development companies. We believe that as awareness grows for the “green”, environmentally-friendly products derived from hemp/cannabis, cultivation underthe consumer market will continue to adapt its current product lines to integrate them with hemp-based additives or replace harmful components in their existing products with certain components of hemp.
Environmental Matters
Compliance with federal, state and local rulemaking is within a short drive from our office. We have few true competitors who bring our diverse skill, experience, work ethic and enthusiasmrequirements regulating the discharge of materials into the environment, or otherwise relating to the bargaining table.
Employees
We have entered Colorado's fastest growing industry, cannabis. We have developed a data base of cannabis regulation issues for our internal use. Where feasible we employ that data to assist our clients, potential tenants and investors. Our data base includes zoning and Cannabis use rules we believe to be currently in effect. It is updated by interviews with state, county and municipal officials on an as needed basis.
Item 1A. Risk Factors
Our business involves certain risks and various other on-site consumption activities.
Risks Related to our Auditor's report states that thereOur Business
There is substantial doubt that we will be able to continue as a going concern.
Our independent registered public accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. We have had substantial losses since inception and as of December 31, 20162021, and the date of this report we have minimal cash reserves. While we are beginning to generate increasing revenue and a positive cash flow, our ability to build significant cash reserves and continue as a going concern over the long term remains unproven. In the event that we are forced to reduce operations or seriously curtail our business, an investor will lose all money invested.
We have a history of significant losses, which we expect to continue, and we may never achieve nor maintain profitability.
We have incurred significant net losses since our formation and may continue to incur net losses for the foreseeable future as we complete our acquisition efforts. We incurred net losses of $9.8 million and $1.6 million for the years ended December 31, 2021 and 2020, respectively. To date, we have not generated any significant revenues from the hemp business. If we are unsuccessful in implementing our strategic plan we may never become profitable.
Business interruptions resulting from the coronavirus disease (COVID-19) outbreak or similar public health crises could cause a disruption of the development of our Cannabis Holdings Subsidiary is dependentproduct candidates and adversely impact our business.
In March 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) outbreak a global pandemic. To limit the spread of COVID-19, governments have taken various actions including the issuance of stay-at-home orders and physical distancing guidelines. Accordingly, businesses have adjusted, reduced or suspended operating activities. We may experience disruptions as a result of COVID-19 that could severely impact our business and planned acquisition strategy, including:
| ● | challenges related to ongoing and increased operational expenses related to the COVID-19 pandemic; | |
| ● | delays, difficulties or increased costs to comply with COVID-19 protocols; | |
| ● | limitations in resources that would otherwise be focused on the conduct of our business, including because of sickness or the desire to avoid contact with large groups of people or as a result of government-imposed “Stay-at-Home” orders or similar working restrictions; | |
| ● | delays in receiving the supplies and materials needed to operate our business; | |
| ● | interruption in global shipping that may affect the transport of materials or our supply chain; | |
| ● | changes in regulations as part of a response to the COVID-19 pandemic which may require us to change the ways in which our business may be conducted, or which may result in unexpected costs; | |
| ● | delays in necessary interactions with regulators and other important governmental agencies and contractors due to limitations in employee resources or forced furlough of personnel; and | |
| ● | increased competition for suppliers and vendors. |
We will continue to assess the impact that COVID-19 may have on laws pertaining to the marijuana industry.
The global outbreak of COVID-19 continues to rapidly evolve. The extent to which the COVID-19 pandemic impacts our business will depend on future legal costs will notdevelopments such as the rate of the spread of the disease, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease and to address its impact, including on financial markets or otherwise. Further, a lack of coordinated response on risk mitigation and vaccination deployment with respect to the COVID-19 pandemic on a local or federal level could result in significant increases to the duration and severity of the pandemic in the United States as compared to the rest of the world and could have a corresponding negative impact on our business. While the extent of the impact of the current COVID-19 pandemic on our business and financial results is uncertain, a continued and prolonged public health crisis such as the COVID-19 pandemic could have a material negative impact on our business, financial condition and operating results.
To the extent the COVID-19 pandemic adversely affects our business, financial condition and operating results, it may also have the effect of heightening many of the risks described in this “Risk Factors” section.
Unfavorable global economic or political conditions could adversely affect our business, financial condition or results of operations.
Our results of operations could be incurred
We have a limited operating history.history and operate under the professional guidance of our Chairman and CEO.
Our ability to achieve consistent cash flow and profitability depends upon the continued service of Corey Wiegand.Gary C. Evans. Mr. WiegandEvans is our primary source of commission revenueChairman and our CEO, largest shareholder, and onlythe primary management level executive.
Our business plan provides that we will grow the Company’s asset base and revenues rapidly and ultimately deliver professional services to would be buyers through licensed Real Estate Agents acting as listing agents and buyer agents rather than primarily through commissions earned by our founder.
We may not be able to generate predictable and continuous revenue in the future. Further, there is no assurance that we will ever grow operations outsidein the Denver Metro area. While we own a cannabis qualified warehouse and lease it to licensed growers who are presently current on rent payments, the cash flow generated is from a new untested industry which is unique to Colorado and just a few other states and subject to rapid change. Cash flow that our warehouse presently generates may become erratic or cease. manner contemplated.
We may incur significant operating losses in the future, due to the expansion of our operations or other factors. There is no assurance that we can expand under terms that permit profitable operations over the long term. Failure to generate sufficient revenue to pay expenses as they come due may make us unable to continue as a going concern and result in the failure of our company and the complete loss of any money invested to purchase our shares.
We may be unable to manage our growth or implement our expansion strategy.
As a public company, our expenses include, but are not limited to, annual audits, legal costs, SEC reporting costs, costs of a transfer agent and the costs associated with fees and compliance. Further, our management will need to invest significant time and energy to stay current with the public company responsibilities of our business and will thereforemay from time to time have diminished time available to apply to other tasks necessary to our survival and growth.
It is therefore possible that the financial and time burdens of operating as a public company will cause us to fail to achieve profitability. If we exhaust our funds, our business will fail and our investors will lose all money invested in our stock.
If we fail to pay public company costs, as such costs are incurred; we could become delinquent in our reporting obligations and face the delisting of our shares.
It is essential that we grow our overall business, achieve significant profits and maintain adequate cash flow in order to pay the cost of remaining public. a public entity which includes but is not limited the costs of remaining current with SEC reporting obligations.
The issuance of additional shares of our common stock may be necessary for the implementation of our growth strategy.
Limited private placement of restricted shares of our common stock washas been completed several years ago.from time to time when deemed necessary. Cash generated in prior years was used to acquire cannabis zoned real property, finance our new office space and provide working capital. Issuance of any additional securities pursuant to future fundraising activities undertaken may significantly dilute the ownership of existing shareholders and may reduce the price of our common stock.
We acquired, improved and leased aour Denver warehouse to a licensed third party grower, rent ishemp seed grower. Rental payments are current and the warehouse is showingpresently reflecting positive cash flow.flow.
While we have been able to acquire a warehouse in Denver, Colorado with 99% owner finance,financing, future acquisitions may require financial resources well in excess of our present balance sheet. Failure to successfully obtain additional funding would likely jeopardize our ability to expand our cannabishemp business and related operations.
The loss of our currentchief executive officer or key management personnel or inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition or results of operationsoperations.
Our success is heavily dependent on the continued active participation of our currentchief executive officer, largest shareholder, and sole director listed under "Management."“Management.” Loss of the services of Corey WiegandMr. Evans, would have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical, professional, clerical, administrative and managerial personnel. Competition for qualified buyer agents among companies in the real estate industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled realtors required for the expansion of our activities, could have a materially adverse effect on our future financial performance. Inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.
Our Chief Executive Officer has significant influence over us.
Our Chief Executive Officer has the ability to influence all of our outstanding shares of Common Stock. Mr. Wiegand consequently controls the election of our Board of Directors and the outcome of issues submitted to our stockholders.business affairs.
It is likely that conflicts of interest willmay arise in the day-to- day operations of our business. Such conflicts, if not properly resolved, could have a material negative impact on our business.
In the past, the Company has issued shares for cash and services at prices which were solely determined by Corey Wiegand.prior management. At that time, Mr. Wiegandmanagement made a determination of both the value of services exchangedthe exchange for our shares, and, as well, the price per share used as compensation.in the capital raising effort. Transactions of this nature were not made at arm'sarm’s length and were made without input from a knowledgeable and non-interested third party. Future transactions of a like nature could dilute the percentage ownership of the company owned by a given investor. While the company believes its past transactions were appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as they may occur in the future and, further, will not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such potential dilution should not purchase our shares.
Adverse outcomes in future legal proceedings could subject us to take advantage of advertising opportunities as they may arise.
We may become party to generate investor support for our common shares.
We will seek to expand through acquisitions of and investments in various brands, businesses, and assets in the Hemp sector. These acquisition activities may be unsuccessful or individual buyer agent performance may include agent error, agent negligence or problems within the mentoring services we plan to provide. The result would likely be fewer customers, reduced revenue, unexpected expensesdivert management’s attention.
We will consider strategic and losscomplementary acquisitions of market share.
| the | ||
| ● | implementing common systems and controls; | |
| | ||
| ● | integrating personnel with diverse business and cultural backgrounds; | |
| ● | integrating acquired manufacturing and production facilities, technology and products; | |
| ● | unanticipated expenses related to | |
| ● | increased costs and unanticipated liabilities, including with respect to registration, environmental, health and safety matters, that may affect sales | |
| ● | retaining key employees; | |
| ● | obtaining required government and | |
| ● | legal limitations in new jurisdictions; | |
| ● | installing effective internal controls and | |
| ● | issuing common stock that could dilute the | |
| ● | spending cash and | |
| ● | assuming contingent liabilities; and | |
| ● | creating additional expenses. |
We may render obsolete the lead generation services we have to offer.
We risk insolvency if revenues decline sharply and we are unable pay our shares may be or become totally illiquidbills and any investor purchasing our shares may be unable to resell their shares. There can betimely locate and negotiate a suitable business combination or capital injection.
Management is always concerned over potentially unfavorable events and related sharp reductions in revenues. If such problems occur, we will first reduce expenses, conserve cash and endeavor to replace lost revenue. In anticipation of possible problems of this nature, and alternatively to grow our business when opportunity presents, management has continued its negotiations in connection with potential business combinations and continues to explore other means of raising cash. Our goal is to develop cash reserves, either for expansion, or to cover shortfalls in revenue. Management believes that ultimately, consummation of one or more such transactions would serve the best interests of shareholders; however, there is no assurance that market interest in our shares will developwe can locate or continue. Therefore, investors who purchase our shares could lose their entire investment.
We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.
We face corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under new SEC rules we will be required to include management'smanagement’s report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.
In 2022, management identified a material weakness in our internal control over financial reporting related to the accounting for complex transactions. The Company has begun the process of designing and implementing measures to improve its internal controls over financial reporting and remediate this material weakness. The Company’s efforts include implementing additional reviews of business combination transactions and modifying the Company’s instructions to valuation specialists and reviews of their workproduct. This will include staffing additions as appropriate. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. However, our remedial actions may not prevent this or similar weaknesses from occurring in the future.
Natural and other disasters, information technology system failures and network disruptions and cybersecurity breaches and attacks could adversely affect our business.
Our business and results of operations could be negatively affected by general economic conditions.
Further, our information systems and our business partners’ and suppliers’ information systems may be vulnerable to attacks by hackers and other security breaches, including computer viruses and malware, through the internet (including via devices and applications connected to the internet), email attachments and persons with access to these information systems, such as our employees or third parties with whom we do business. As information systems and the use of software and related applications by us, our business partners, suppliers, and customers become more cloud-based and connected to the internet, there has
If we or our business partners or suppliers were to experience rapid
Failure to comply with U.S. federal, state and international laws and regulations relating to privacy or data protection, or the Legalizationexpansion of Cannabiscurrent or the enactment of new laws or regulations relating to privacy or data protection, could adversely affect our business and our financial condition.
Failure to comply with U.S. federal, state and international laws and regulations relating to privacy or data protection, or the expansion of current or the enactment of new laws or regulations relating to privacy or data protection, could adversely affect our business and our financial condition. A variety of U.S. federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data. Laws and regulations relating to privacy and data protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other factors,
Uncertain Economic, Social and Political Environment.
Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on our ability to make acquisitions. This may slow or halt our rate of growth and materially and adversely affect our business and/or stock price.
The Company will incur expenses in connection with its SEC filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.
As a public reporting company, the Company is required to meet the filing requirements of the market demand for real estate investments that require significant initial capital expenditures, including demand for fixSEC. The Company may see an increase in its legal, accounting, auditing and flips, rental properties,fees and new residential and commercial buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for real estate investment. If the economic recovery slowsexpenses as a result of such requirements. Our costs will increase significantly as the recent economic, politicalCompany expands operations. Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and social turmoil, or if there are further terrorist attacksactivities. If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.
Risks Related to our Activities in the Legal Hemp Industry
We will be subject to a myriad of different laws and regulations governing hemp and our inability to comply with such laws in a cost-effective manner may have an adverse effect on our business and result of operations.
Laws and regulations governing the use of hemp in the United States are broad in scope; subject to evolving interpretations; and subject to enforcement by a myriad of regulatory agencies and law enforcement entities. Under the Agriculture Improvement Act of 2018, also known as the 2018 Farm Bill, a state or elsewhere, we may experience decreasesIndian tribe that desires to have primary regulatory authority over the production of hemp in the demand for our mentoring services.
Federal and state laws and regulations on hemp may address production, monitoring, manufacturing, distribution, and laboratory testing to ensure that that the hemp has a delta-9 tetrahydrocannabinol concentration of not more than 0.3% on a dry weight basis. Federal laws and regulations may also address the transportation or shipment of hemp or hemp products, as the Agriculture Improvement Act of 2018 prohibits states and Indian tribes from prohibiting the transportation or shipment of hemp or hemp products produced in accordance with that law through the state or territory of the Indian tribe, as applicable. We may be subject to many different state-based regulatory regimens for hemp, all of which could require us to incur substantial costs associated with compliance requirements. Our operations will be substantial. restricted to only where such operations are legal on the local, state and federal levels.
In addition, it is possible that additional regulations may be enacted in the future in the United States and globally that will be directly applicable to research and development operations.
We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.
We have a limited operating history in the legal hemp industry, which makes it difficult to accurately assess our future growth prospects.
The legal hemp and cannabis industry is an evolving industry that may not develop as expected. Furthermore, our operations will continue to evolve as we continually assess new strategic opportunities for our business within this industry. Assessing the future prospects of this industry is challenging in light of both known and unknown risks and difficulties we may encounter.
Growth prospects in the legal hemp and cannabis industry can be affected by a wide variety of factors including:
| ● | Competition from other similar companies; | |
| ● | Fluctuations in the market price of CBD oil; | |
| ● | Regulatory limitations on the types of research and development with respect to cannabis; | |
| ● | Other changes in the regulation of cannabis and legal hemp use; and | |
| ● | Changes in underlying consumer behavior, which may affect the demand of our legal hemp and cannabis traits. |
We may not be able to successfully address the above factors, which could negatively impact our intended business plans.
Because we have only recently found itbegun our legal hemp operations, we anticipate our operating expenses will increase prior to earning revenue from these operations.
As we identify and develop strategic opportunities, conduct any necessary research and development with respect to revise elementslegal hemp, and expand our operations, we anticipate significant increases in our operating expenses, and we may not realize significant revenues from such operations. As a result, the Company may incur significant financial losses with respect to such operations in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that these operations will prove successful.
Negative press from being in the hemp/cannabis space could have a material adverse effect on our business, financial condition, and results of operations.
The hemp plant and the cannabis/marijuana plant are both part of the same cannabis sativa genus/species of plant, except that hemp, by definition, has less than 0.3% THC content, but the same plant with a higher THC content is cannabis/marijuana, which is legal under certain state laws, but which is not legal under federal law. The similarities between these plants can cause confusion, and our activities with legal hemp may be incorrectly perceived as us being involved in federally illegal cannabis. Also, despite growing support for the cannabis industry and legalization of cannabis in certain U.S. states, many individuals and businesses remain opposed to the cannabis industry. Any negative press resulting from any incorrect perception that we have entered into the cannabis space could result in a loss of current or future business. It could also adversely affect the public’s perception of us and lead to reluctance by new parties to do business with us or to own our common stock. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Ownership of Our Common Stock
Our stock price has been and may continue to be volatile, and you could lose all or part of your investment.
The market price of our advertisingcommon stock is subject to wide fluctuations in response to various risk factors, some of which are beyond our control and bookkeepingmay not be related to comply with DORA regulations. We have also had to spend significant time to respond to letters received from DORA in connection with complaints from clients who claimour operating performance, including:
| ● | addition or loss of significant customers, suppliers, or distributors; | |
| ● | changes in laws or regulations applicable to our industry ; |
| ● | additions or departures of key personnel; | |
| ● | the failure of securities analysts to cover our common stock after an offering; | |
| ● | actual or anticipated changes in expectations regarding our performance by investors or securities analysts; | |
| ● | price and volume fluctuations in the overall stock market; | |
| ● | volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable; | |
| ● | share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; | |
| ● | our ability to protect our intellectual property and other proprietary rights; | |
| ● | sales of our common stock by us or our stockholders; | |
| ● | the expiration of contractual lock-up agreements; | |
| ● | litigation involving us, our industry, or both; | |
| ● | major catastrophic events; and | |
| ● | general economic and market conditions and trends. |
Further, the stock markets have experienced problems withextreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In addition, the stock prices of many cannabis-related companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may cause the market price of our brokeragecommon stock to decline. If the market price of our common stock fluctuates or declines, you may not realize any return on your investment and management services. To date thesemay lose some or all of your investment.
Our operating results are subject to fluctuations and our stock price may decline significantly.
Our quarterly revenue and operating results are difficult to predict from quarter to quarter. We derive revenue from our hemp processing business which is dependent upon volumes produced by farmers and is seasonal. Prices for products derived from hemp have created only minor annoyance ordeclined significantly over the needpast few years resulting in many farmers exiting the industry. We derive relatively stable revenue from our property leased industrial warehouse. Nonetheless, it is possible that our net operating results in some quarters will fall below our expectations. Our quarterly operating results will be affected by a number of factors, including:
| ● | Timing, availability and changes in government incentive programs; | |
| ● | Unplanned additional expenses and/or shortfalls in anticipated rental income at our warehouse property; | |
| ● | Logistical costs; | |
| ● | The timing of new technology announcements or introductions by our competitors and other developments in the competitive environment; | |
| ● | Increases or decreases in real estate appreciation rates due to changes in economic growth; | |
| ● | Travel costs and other factors; and | |
| ● | State and federal government regulations |
If revenue for a particular quarter is lower than we expect, we may not be unable to pay small settlements to dispose of a claim, whether the claim had merit or not. In any case, ifproportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. If we fail to comply with presentmeet investor expectations or our own future real estate laws and regulations we may be required to pay substantial fines, suspend, or cease operations.guidance, even by a small amount, our stock price could decline, perhaps substantially.
There are restrictions on the transferability of thecertain of our securities.
Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule 144 promulgated under the Securities Act ("(“Rule 144"144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six monthsix-month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us.
If the Company uses its stock in acquisitions of other entities, there may be substantial dilution at the time of a transaction.
The offering price of the common stock we sold under our prospectus, and more recently as a private placement of restricted shares of our common stock to raise working capital, was arbitrarily set. The price did not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company'sCompany’s shares are issued to purchase other assets or to raise additional working capital.
Trading on the OTC Markets may be volatile and sporadic, which govern merger transactions provide that since our sole director and officer owns over 50%could depress the market price of our outstanding shares, we may enter into a share exchange, reverse merger or other similar transaction with a private company in an unrelated business without the prior approval of unaffiliated shareholders.
Our common shares are quoted on the OTCQB. TheThere is no cost of such quotation and related services from OTC Markets, IncInc. Trading in stock quoted on the OTCQB Markets is $10,000 per year. Whileoften thin and characterized by wide fluctuations in trading activity inprices due to many factors that may have little to do with our shares has periodically accelerated, there can be no assurance as tooperations or business prospects. This volatility could depress the liquidity of any markets for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
The Company currently plans to move to a more advantageous trading market via a potential uplisting, to a national exchange, and a formal application has been made. However, there is no assurance that we will be able to successfully move trading markets or uplist to a national exchange.
Because we do not expect to pay any dividends for the foreseeable future, investors may be highly volatile.forced to sell their stock to realize a return on their investment.
We do not anticipate that we will pay any dividends to holders of our common stock for the foreseeable future. Any payment of cash dividends will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions including compliance with covenants under our debt agreements, and other factors that our board of directors may deem relevant. Our ability to pay dividends might be restricted by the terms of any indebtedness that we incur in the future. In addition, certain of our current outstanding debt agreements prohibit us from paying cash dividends on our common stock. Consequently, you should not rely on dividends to receive a return on your investment.
Our common stock is presently subject to the uncertainties relating“Penny Stock” rules of the SEC.
We are subject now to the “Penny Stock” rules since our future operating performanceshares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the profitabilitynature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. ∙ In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce the trading activity for shares of our operations, factorscommon stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.
If we fail to remain current on our reporting requirements, we could be removed from the OTCQB which would limit the ability of broker-dealers to sell our securities in the secondary market.
Companies trading on the OTCQB must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as variationsamended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCQB. As a result, the market liquidity for our interim financial results, or various,securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and as yet unpredictable factors, manythe ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get relisted on the OTCQB, which are beyond our control, may have a negativean adverse material effect on the Company.
If we decide to implement a reverse stock split, a reverse stock split may decrease the liquidity of the shares of our common stock.
The liquidity of the shares of our common stock may be affected adversely by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We provide post-harvest and Exchange Commission has adopted Rule 15g-9 which establishesmidstream services to growers by drying, processing, cleaning, stripping harvested hemp directly from the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
Our industrial warehouse is located at 4430 Garfield Street, Denver, CO 80216. The facility is leased to a licensed grower for cannabis cultivation.
We also lease office space in Fort Worth, Texas for managerial offices.
Item 3. LEGAL PROCEEDINGSLegal Proceedings
As a normal incident of the businesses in which the Company is noengaged, various claims, charges and litigation may be asserted or regulatory proceeding pending or threatened by or against us other than litigation, in the normal course of business. A former tenant of our Garfield Street warehouse, evicted for failurecommenced from time to pay rent, initiated litigation claiming damages allegedly suffered prior to eviction. The court has recently dismissed this suit. While our legal defense proved successful, we incurred significant costs. We believe we are entitled to recover our expenses from the plaintiff. On March 28, 2017, the court issued a judgementtime against the plaintiffCompany. With respect to claims and litigation currently asserted or commenced against the Company, it is the opinion of management that final judgments, if any, which might be rendered against the Company are adequately reserved for, our are covered by insurance, or are not likely to have a material adverse effect on the Company’s financial condition or results of operations. Nevertheless, given the uncertainties of litigation, it is possible that certain types of claims, charges and litigation could have a material adverse impact on the Company; see Item 1A, “Risk Factors.” See Note 7 to the consolidated financial statements included in this annual report for additional information relating to legal expenses amounting to approximately $21,000. In any case, in the short term, legal expenses have significantly depleted our working capital. There is no assurance that we will succesfully collect our past expenses or that future legal costs will not be incurred .matters.
Item 4. MINE SAFETY DISCLOSUREMine Safety Disclosures
Not applicable.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock is quoted on the OTCBB/OTCQB under the symbol HMTF.“GENH.” In the future, should we meet stringent qualifications and pay the required fee, we may seekplan to have our shares quoted on Capital Markets tier of NASDAQ, however here is no assurance that our shares will continue to be quoted on any market.
Shareholders
| High | Low | |||
| Fiscal Year ended December 31, 2016 | ||||
| First quarter | 0.4 | 0.02 | ||
| Second quarter | 0.27 | 0.25 | ||
| Third quarter | 0.25 | 0.25 | ||
| Fourth quarter | 0.43 | 0.05 | ||
| Fiscal Year ended December 31, 2015 | ||||
| First quarter | 0.2 | 0.07 | ||
| Second quarter | 0.24 | 0.05 | ||
| Third quarter | 0.15 | 0.08 | ||
| Fourth quarter | 0.14 | 0.03 |
As of the date of this report, there were approximately 5676 direct holders of our common stock certificatesshares as shown on the list maintained by our transfer agent. AdditionalWe may have a substantial number of additional shareholders have recently purchased their shares on the OTCBB,who hold shares in street name and are not included in the tally maintained by our transfer agent.name.
Dividends
We have not declared or paid any cash dividends on our common stock nor dostock. To date we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earningshave utilized all available cash to finance our operations and expansion. The paymentoperations. Payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
Warrants
At December 31, 2021, there were 8,808,333 warrants outstanding warrantfor the purchase of Company common stock. Refer to purchaseNote 9 to the consolidated financial statements included in this annual report for additional information relating to outstanding warrants.
Equity Compensation Plans
The 2021 Omnibus Incentive Plan (“2021 Plan”) was adopted by our Board on July 1, 2021. The 2021 Plan provides for the initial reservation of 15 million shares of ourcommon stock for issuance, and provides that the maximum number of shares that may be issued pursuant to the exercise of ISOs is 15 million. The number of shares of common stock available for issuance under the 2021 Plan constituted approximately 13.1% of the Company’s fully diluted common shares outstanding as of the date of Board approval, including shares issuable upon the conversion of preferred shares, as calculated on an as-converted basis. On the one-year anniversary date of the 2021 Plan, the number of shares of common stock reserved for issuance thereunder shall automatically increase to 20% of the fully diluted common shares outstanding, including shares issuable upon the conversion of preferred shares, as calculated on an as-converted basis.
At December 31, 2021, there were 13,850,000 options outstanding for the purchase of Company common stock. Refer to Note 10 to the consolidated financial statements included in this annual report for additional information relating to outstanding options.
Recent Sales of Unregistered Securities
Since January 1, 2021, we have no equity compensation plans.sold securities in private transactions without registering the securities under the Securities Act as shown below:
| ● | Acquisition of Certain Assets of Halcyon – In January 2021, the Company issued 6,250,000 shares of common stock valued at $2.5 million ($0.40 per share; restricted from trading for a period of up to one year) in the acquisition. |
| ● | 2021 First Quarter Issuances of Common Stock Units – In the first quarter of 2021, the Company issued 800,000 common stock units for total proceeds of $400,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including a risk-free interest rate of 0.11% and historical volatility of 272%. A total of $263,293 was allocated to the warrants and reported in additional paid-in capital. |
| ● | Warrant Exercises – In the first quarter of 2021, the Company received $2,967,000 for the exercise of 8,428,976 outstanding warrants. In the fourth quarter of 2021, the Company received $375,000 for the exercise of 1,065,340 outstanding warrants. |
| ● | Issuances for Exchange or Conversion of Debt – The Company issued a total of 1,618,660 common shares for the exchange or conversion of outstanding debt. |
| ● | Issuance to Vendor for Services – In the third quarter of 2021, the Company issued 125,000 common shares to a vendor for services performed. |
| ● | Issuance for Extension of Secured Note – The Company issued 20,000 common shares as consideration to extend the maturity of a senior note in the third quarter of 2021. |
| ● | Issuance for Conversion of Series A Preferred Stock – As noted above, in the third quarter of 2021, the Company issued 75,947,376 common shares for the conversion of all outstanding shares of its Series A Preferred Stock. |
| ● | 2021 Fourth Quarter Issuances of Common Stock Units – In the fourth quarter of 2021, the Company issued 958,333 common stock units to accredited investors for total proceeds of $575,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of one share of common stock for $0.60 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including risk-free interest rates ranging from 0.48% to 0.70% and historical volatility ranging from 237% to 258%. A total of $276,947 was allocated to the warrants and reported in additional paid-in capital | |
| ● | Stock-based Compensation – The Company issued 500,000 restricted common shares as incentive compensation to two executives who joined the Company in the first quarter of 2021. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We made no purchases of our equity securities nor were any such purchases made by any purchaser affiliated with us.securities.
Our Transfer Agent
We have retained Standard Registrar andSecurities Transfer Agency, Albuquerque, New Mexico,Corporation (“STC”), Plano, Texas, as transfer agent for our Common shares. Shareholders are responsible to contact StandardSTC to update their address. This may be done by writing:contacting:
Securities Transfer AgencyCorporation
2901 N. Dallas Parkway, Suite 380
Plano, Texas 75093
Phone: (469) 633-0101
Fax: (469) 633-0088
www.stctransfer.com
STC is responsible for all record-keeping and administrative functions in connection with our common shares.
Item 6. Reserved
Not applicable.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONManagement’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be readis intended to assist you in conjunction with the financial statements of Home Treasure Finders, Inc. (the "Company"), which are included elsewhere in this Form 10-K. This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition,understanding our results of operations liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company.our present financial condition and contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long asstatements are dependent upon events, risks and uncertainties that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factorsmay be outside our control. We caution you that could causeour actual results tocould differ materially from those projecteddiscussed in the information. Forward-looking information may be includedthese forward-looking statements. Factors that could cause or contribute to such differences are discussed elsewhere in this Annual Report, on Form 10-K or may be incorporated by reference from other documents filed withparticularly in the Securities“Cautionary Note Regarding Forward-Looking Statements” and Exchange Commission (the "SEC") by the Company. You can find many“Risk Factors,” all of which are difficult to predict. In light of these statements by looking for words including, for example, "believes", "expects", "anticipates", "estimates" or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes norisks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update or revise any forward-looking statements whetherexcept as a result of new information or future events.
There is limited historical financial information about our Company upon which to base an evaluation of our future performance. We cannot guarantee that we will be successful in our mainstream real estate business and furthermore we have recently entered a new and untested industry in Colorado.hemp businesses. We are subject to risks inherent in a small company, including limited capital resources, delays and cost overruns due to price and cost increases. There is no assurance that future financing will be available to our company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.
Overview
We are a holding company active within the “hemp” space. We were incorporated on August 21, 2021 in the State of Delaware. The Company Description and Overview
On January 11, 2021, we completed the acquisition of certain assets of Halcyon Thruput, LLC (“Halcyon”). With this acquisition, we commenced providing post-harvest and officermidstream services to growers by drying, processing, cleaning and stripping harvested hemp directly from the field and wetbaled at our 48,000 square foot leased facility located in Hopkinsville, Kentucky. Additionally, the Company offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. In August 2021, the Company launched its small animal bedding consumer goods product line (“Rowdy Rooster”) made from the hemp hurd byproduct that is produced from its hemp processing operations.
We also generate revenue from rental of our company“Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently leased to an unaffiliated hemp seed company.
Liquidity – The Company is Corey Wiegand.dependent upon obtaining additional funding to continue ongoing operations and to pursue its strategy and execute its acquisition plans.
In 2021, the Company used $3.5 million of cash for its operating activities. At December 31, 2021, the Company’s current liabilities, including financing obligations due within one year, totaled $4.4 million as compared with its current assets of $238 thousand.
The Company will continue to pursue additional capital raising opportunities in order to fund future acquisitions and meet its obligations as they become due. In the event financing cannot be obtained, the Company may not be able to satisfy these plans and obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Impact of COVID-19 Pandemic on Our Business – Our business, results of operations and financial condition have been adversely affected by the COVID-19 pandemic, beginning in mid-March 2020. The COVID-19 pandemic and measures taken to contain it have subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue or may worsen.
How the Company Generates Revenue
We provide post-harvest and midstream services to growers by drying, processing, cleaning and stripping harvested hemp directly from the field and wetbaled at our leased 48,000 square foot facility located in Hopkinsville, Kentucky. Additionally, the Company offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. In August 2021, the Company launched its animal bedding consumer goods product line made from the hemp hurd byproduct that is produced from its hemp processing operations.
We also generate revenue from rental of our business. As“Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently leased to a hemp seed company.
Our Costs and Expenses of the dateConducting Business
The principal costs and expenses involved in conducting our business are labor, materials and overhead costs for processing services, real estate holding costs (interest, taxes, depreciation and maintenance costs) and general and administrative expenses for our management, contract labor, professional fees and other costs of this report,being a public company. We also incur costs in seeking acquisitions and financings of our site is 100% functional. You may view the site at www.hometreasurefinders.com
Discontinued Oil & Gas Activities
As of December 31, 2016 and2021, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas within the dateSlaughter-Levelland Field of this report, the majority of listings and resulting sale commissions were generated by our officer and founder, Corey Wiegand. Commissions generated by recently hired licensed Real Estate Agents are increasing.
Results of our founder or an assigned buyer agent.Operations
Years Ended December 31, 2016, there were three agents generating commissions which were Corey Wiegand2021 and two others. Presently, as of the date of this report there are four agents generarating commissions comprised of Mr. Wiegand and three others.2020
The consultant is compensated for each licensed Real Estate Agents we hire. To date, this approach has been only modestly successful.
| Rent | $ | 144,000 | Note 1 | ||||
| Less Interest | (64,582 | ) | Note 2 | ||||
| Less Insurance | (2,032 | ) | Note 3 | ||||
| Less Taxes | (8,524 | ) | Note 4 | ||||
| Less Depreciation | (20,874 | ) | Note 5 | ||||
| Income | $ | 48,028 | Note 6 |
Year Ended December 31, 2016 | Year Ended December 31, 2015 | |||||||
| Revenues, net | $ | 452,059 | $ | 390,741 | ||||
| Gross profit | 452,059 | 390,741 | ||||||
| Selling, general and administrative expenses | 305,328 | 227,463 | ||||||
| Commission expense | 57,088 | 82,111 | ||||||
| Professional fees | 49,475 | 32,594 | ||||||
| Total operating expenses | 411,891 | 342,168 | ||||||
| Profit from operations | 40,168 | 48,573 | ||||||
| Other Income (expense) | (59,175 | ) | (59,049 | ) | ||||
| Loss from operations before income taxes | (19,007 | ) | (10,476 | ) | ||||
| Net loss | $ | (19,007 | ) | $ | (10,476 | ) | ||
The Company reports its oil & gas activities as discontinued operations. Loss from $10,476discontinued operations was $32 thousand for the year ended December 31, 20162021 as compared with a loss of $34 thousand in 2020.
Revenue. We commenced post-harvest and midstream services for new and renewed customer contracts in the priorthird quarter of 2021. These revenues are typically limited due during the first half of each year ended December 31, 2015. Thisuntil harvest. In 2020 (prior to our acquisition), Halcyon had revenues of $3.0 million for the processing of approximately 8.5 million pounds of hemp biomass. In 2021, we had revenues of $592 thousand for the processing of approximately 2.1 million pounds of hemp biomass. The decrease is partially due to taking inventory in-kind and holding such inventory for a sale at a later date. We have executed contracts for processing of 6.7 million pounds during the 2022.
Rental revenue was primarily attributed the net effect of the following factors:
Cost of $22,449Revenue. Cost of revenue for 2021 was $653 thousand and consisted of direct labor, supplies and overhead for the prior year ended December 31, 2015.Company’s post-harvest and midstream services operations. The negative margin on this business was caused by holding costs and limited staffing needed until the annual harvest and processing began in the third quarter of 2021.
Depreciation and Amortization. Depreciation and amortization expense totaled $1.3 million in 2021 as compared with $71 thousand for 2020. The increase in net cash provided by operating activities of $12,409 was primarilythe 2021 period is due to an increase payablescompletion of the Halcyon acquisition including $818 thousand for amortization of acquired intangible assets. Intangible assets consist of customer relationships and accrued wagesnon-compete agreements acquired in the current year.acquisition of certain assets of Halcyon. Future amortization expense in each of the next five years amounts to $587 thousand for 2022, $419 thousand for 2023, $278 thousand for 2024, $194 thousand for 2025, $130 thousand for 2026 and $250 thousand thereafter.
Merger and Acquisition Costs. We incurred $16 thousand and $100 thousand of costs for evaluating acquisition opportunities during 2021 and 2020, respectively. These costs principally related to the Halcyon acquisition. The amount of future expenses of this type that we incur will depend upon our future acquisition activities.
General and $1,584Administrative Expense. General and administrative expenses totaled $7.8 million for the year ended December 31, 2016 and 2015. The decrease of $644 in investing activities was primarily due to fewer fixed assets purchased in the current year.
Other Income/Expense. Total other expense was $671 thousand for 2021 as compared with $296 thousand for 2020. The largest item of total other expense is interest expense which has increased due to having higher levels of indebtedness. Interest expense for 2021 includes $380 thousand of amortization of debt discounts and $33 thousand of interest for the arbitration settlement discussed above.
In 2021, we sold our investment in the marketable common stock we held for total proceeds of $35 thousand. We recognized a loss of $12 thousand on this disposal. This publicly traded security was marked to market each fiscal quarter until its eventual sale. In 2020, we recognized a gain of $10 thousand for the increase in paymentsthis security’s value.
We received notice that the Company’s PPP Loan principal and interest thereon was fully forgiven on April 20, 2021. As such, we recognized forgiveness income of $25,424 in 2021.
Loss from Discontinued Operations. In 2021, we recognized a loss from discontinued operations of $32 thousand as compared with a loss of $34 thousand in 2020. The major classes of line items constituting the related party payables.loss on discontinued operations is presented in Item 8 of Part II, “Financial Statements and Supplementary Data—Note 11—Discontinued Operations.” Until we fully dispose of our remaining oil & gas property interests, we expect lower future revenues and costs as production activities have declined substantially. We do not anticipate making future investment of growth capital into these properties.
In 2019, the Company’s oil and gas properties became impaired and the carrying amount of the properties was expensed to the market decline and the Company’s determination to exit the oil and gas business.
Liquidity and Capital Resources
Our primary source of cash from continuing operations includes post-harvest and midstream services and rental revenue. Our primary uses of cash include our operating costs, general and administrative expenses and merger and acquisition expenses.
Cash flow information from continuing operations for the first nine months of 2021 was as follows:
| ● | Cash used in operating activities was $3.5 million principally due to the net loss adjusted for non-cash items. |
| ● | Net cash used in investing activities totaled $1.6 million including an expenditure of $1.5 million for the cash portion of the total consideration for the Halcyon acquisition and proceeds from the sale of our investment in common stock of $35 thousand. We made capital expenditures totaling $78 thousand for new processing equipment to expand our business lines to include post-processing of biomass. |
| ● | Net cash from financing activities totaled $2.3 million. This amount included $4.3 million of cash inflows from the issuance of common stock units and proceeds from warrant exercises. As well, we received $410 thousand in advances from our CEO under promissory notes. We used $2.2 million of cash for repayment of outstanding indebtedness and $154 thousand for payment of scheduled redemptions and dividends on the Series B preferred stock. |
We had no cash flows from discontinued operations in 2021.
Funding Requirements
We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our overall expenses may increase significantly as we grow our hemp business.
We anticipate that we will require additional capital to fund operations, including hiring additional employees, completing acquisitions and funding capital expenditures during the next twelve-month period.
Because of the numerous risks and uncertainties associated with the development and commercialization of our business, we are unable to estimate the amounts of increased capital outlays and operating expenses. Our future capital requirements will depend on many factors, including:
| ● | our success in identifying and making acquisitions of profitable operations; |
| ● | our ability to negotiate operating contracts with growers and others within the hemp industry on favorable terms, if at all; |
| ● | deriving revenue from our assets and operations; and |
| ● | the cost of such operations and costs of being a public company. |
Until such time as we can generate substantial revenues, we expect to finance our cash needs through a combination of equity offerings and debt financings. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common shareholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our growth plans and future commercialization efforts.
Off-Balance Sheet Arrangements
As of December 31, 2016,2021, we had $60,202no off-balance sheet arrangements.
Indebtedness
The Company’s indebtedness at December 31, 2021 is presented in cash.Item I, “Financial Statements – Note 5 – Notes Payable – Related Parties” and in Item I, “Financial Statements—Note 6—Other Indebtedness.”
In the first quarter of 2022, Investment Hunter, LLC, a Texas LLC controlled by our CEO, made advances totaling $449,000 to the Company under a promissory note due June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The cash heldnote bears interest at 10% per annum.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in our checking account is usable byconformity with U.S. GAAP requires management to make estimates and assumptions that affect the Company. The cash held in our savings account, representing segregated tenant deposits, is not usable.
Impairment of Long-lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events and circumstances include, but are submitted on page 21not limited to, a current expectation that a long-lived asset will be disposed of this report.significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which we use a long-lived asset or a change in its physical condition.
When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amount. If the projected undiscounted cash flows are less than the carrying amount, an impairment is recorded for the excess of the carrying amount over the estimated fair value.
We make various assumptions, including assumptions regarding future cash flows in our assessments of long-lived assets for impairment. The assumptions about future cash flows and growth rates are based on the current and long-term business plans related to the long-lived assets.
Stock-based Compensation – We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur.
Recent Accounting Pronouncements. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 2—Summary of Significant Accounting Policies—Recent Accounting Pronouncements.”
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Generation Hemp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Home Treasure Finders,Generation Hemp, Inc. (the “Company”) as of December 31, 2016,2021 and 2015, and2020, the related consolidated statements of operations, stockholders'changes in stockholders’ equity (deficit) and cash flows for each of the years in the two period ended December 31, 20162021 and 2015. Home Treasure Finder's management is responsible2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects,to the financial positionstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of Home Treasure Finder, Inc.critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation and accounting for share-based instruments
As described in Note 9, for the year ended December 31, 2021, the Company issued 2,558,333 warrants to investors with exercise prices of $0.500 to $0.600 per share, vesting over a period of two years. The warrants issued were attached to units of common stock sold to various investors including a related party, which are only redeemable by the warrants holders. Total outstanding warrants as of December 31, 2016,2021 were 8,808,333. As described in Note 10, the Company issued 13,850,000 options during the year ended December 31, 2021 with a grant date fair value of $10,525,284. Share-based compensation expense of $4,385,118 was recognized in 2021 related to these options based on the vesting terms.
How we Addressed the Matter in Our Audit
Our audit procedures included, amongst others:
| ● | We tested the agreements to determine whether management appropriately evaluated such agreements on issuance date. |
| ● | We tested the information that served as the basis for valuation of the shares issued to determine whether stock compensation should be recorded. |
| ● | We evaluated the reasonableness of the valuation method and assumptions used by management to calculate the values on issuance date by developing an independent estimate of the volatility by utilizing third party historical data of closing prices. |
Valuation and 2015,accounting for acquisition of Halcyon assets
As described in Note 3, for the year ended December 31, 2021, the Company completed the acquisition of certain assets of Halcyon for a total purchase consideration of $6,100,000 consisting of 6,250,000 shares of Company common stock valued at $2.5 million, $1.75 million in cash, a promissory note for $850,000 and the resultsassumption of approximately $1,000,000 of new indebtedness of Halcyon.
How we Addressed the Matter in Our Audit
Our audit procedures included, amongst others:
| ● | We tested the asset purchase agreements to determine whether appropriately evaluated such agreements on the acquisition date. |
| ● | We tested the information that served as the basis for valuation for the asset acquired whether any valuation adjustments should be recorded. |
| ● | We evaluated the reasonableness of the valuation method and assumptions used by management to calculate the values on the acquisition date by developing an independent estimate of the fair values by utilizing the multi-period excess earnings method for intangible assets and published cost databases for tangible assets. |
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2019.
Houston, Texas
April 12, 2022
Generation Hemp, Inc.
Consolidated Balance Sheets
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 20,656 | $ | 2,776,425 | ||||
| Inventories | 212,518 | - | ||||||
| Prepaid expenses | 4,723 | - | ||||||
| Total Current Assets | 237,897 | 2,776,425 | ||||||
| Property and Equipment | ||||||||
| Property and equipment | 3,206,107 | 1,222,430 | ||||||
| Accumulated depreciation | (625,445 | ) | (102,938 | ) | ||||
| Total Property and Equipment, Net | 2,580,662 | 1,119,492 | ||||||
| Operating lease right-of-use asset | 263,065 | - | ||||||
| Intangible assets, net | 1,857,908 | - | ||||||
| Goodwill | 799,888 | - | ||||||
| Other assets | 407,000 | 23,077 | ||||||
| Total Assets | $ | 6,146,420 | $ | 3,918,994 | ||||
| Liabilities and Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 883,485 | $ | 1,053,542 | ||||
| Accrued liabilities | 410,990 | 337,588 | ||||||
| Payables to related parties | 204,007 | 448,271 | ||||||
| Operating lease liability - related party | 101,238 | - | ||||||
| Notes payable – related parties | 2,183,551 | 3,336,592 | ||||||
| Other indebtedness - current | 501,668 | 619,461 | ||||||
| Common stock issuable | - | 50,000 | ||||||
| Current liabilities of discontinued operations held for sale | 153,482 | 140,068 | ||||||
| Total Current Liabilities | 4,438,421 | 5,985,522 | ||||||
| Operating lease liability - related party, net of current portion | 161,827 | - | ||||||
| Other indebtedness - long-term | - | 25,200 | ||||||
| Long-term liabilities of discontinued operations held for sale | 162,948 | 144,149 | ||||||
| Total Liabilities | 4,763,196 | 6,154,871 | ||||||
| Commitments and Contingencies | ||||||||
| Series B redeemable preferred stock, no par value, $10,000 stated value, 300 shares authorized, 118 and 135 shares issued and outstanding at December 31, 2021 and 2020 | 591,558 | 729,058 | ||||||
| Equity (Deficit) | ||||||||
| Series A preferred stock, $0.00001 par value; $1.00 stated value; 6,500,000 shares authorized, none and 6,328,948 shares issued and outstanding at December 31, 2021 and 2020 | - | 4,975,503 | ||||||
| Common stock, $0.00001 par value; 200,000,000 shares authorized, 113,094,002 shares issued and outstanding at December 31, 2021 | 1,131 | - | ||||||
| Common stock, no par value; 100,000,000 shares authorized, 17,380,317 shares issued and outstanding at December 31, 2020 | - | 6,083,480 | ||||||
| Additional paid-in capital | 29,150,258 | 4,436,018 | ||||||
| Accumulated deficit | (28,118,245 | ) | (18,220,705 | ) | ||||
| Generation Hemp equity | 1,033,144 | (2,725,704 | ) | |||||
| Noncontrolling interest | (241,478 | ) | (239,231 | ) | ||||
| Total Equity (Deficit) | 791,666 | (2,964,935 | ) | |||||
| Total Liabilities and Equity (Deficit) | $ | 6,146,420 | $ | 3,918,994 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
Generation Hemp, Inc.
Consolidated Statements of Operations
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue | ||||||||
| Post-harvest and midstream services | $ | 592,024 | $ | - | ||||
| Rental | 82,500 | 90,000 | ||||||
| Total revenue | 674,524 | 90,000 | ||||||
| Costs and Expenses | ||||||||
| Cost of revenue (exclusive of items shown separately below) | 652,521 | - | ||||||
| Depreciation and amortization | 1,340,425 | 71,000 | ||||||
| Merger and acquisition costs | 16,115 | 99,880 | ||||||
| General and administrative | 7,787,081 | 1,141,957 | ||||||
| Total costs and expenses | 9,796,142 | 1,312,837 | ||||||
| Operating loss | (9,121,618 | ) | (1,222,837 | ) | ||||
| Other expense (income) | ||||||||
| Interest and other income | (25,424 | ) | (1 | ) | ||||
| Change in fair value of marketable security | (11,770 | ) | 9,882 | |||||
| Interest expense | 708,338 | 286,372 | ||||||
| Total other expense | 671,144 | 296,253 | ||||||
| Loss from continuing operations | (9,792,762 | ) | (1,519,090 | ) | ||||
| Loss from discontinued operations | (32,213 | ) | (34,259 | ) | ||||
| Net loss | $ | (9,824,975 | ) | $ | (1,553,349 | ) | ||
| Less: net loss attributable to noncontrolling interests | (2,247 | ) | (54,680 | ) | ||||
| Net loss attributable to Generation Hemp | $ | (9,822,728 | ) | $ | (1,498,669 | ) | ||
| Earnings (loss) per common share: | ||||||||
| Loss from continuing operations | ||||||||
| Basic | $ | (0.17 | ) | $ | (0.08 | ) | ||
| Diluted | $ | (0.17 | ) | $ | (0.08 | ) | ||
| Loss from discontinued operations | ||||||||
| Basic | $ | - | $ | - | ||||
| Diluted | $ | - | $ | - | ||||
| Earnings (loss) per share | ||||||||
| Basic | $ | (0.17 | ) | $ | (0.09 | ) | ||
| Diluted | $ | (0.17 | ) | $ | (0.09 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
Generation Hemp, Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
| Series B Redeemable Preferred Stock | Series A Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Noncontrolling | Total Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | (Deficit) | |||||||||||||||||||||||||||||||
| Balance at January 1, 2020 | - | $ | - | 6,328,948 | $ | 4,975,503 | 17,130,317 | $ | 6,029,328 | $ | 3,426,946 | $ | (16,722,036 | ) | $ | (184,551 | ) | $ | (2,474,810 | ) | ||||||||||||||||||||
| Issuance of common stock units | - | - | - | - | 250,000 | 54,152 | 45,848 | - | - | 100,000 | ||||||||||||||||||||||||||||||
| Issuance of Series B preferred units | 135 | 729,058 | - | - | - | - | 620,942 | - | - | 620,942 | ||||||||||||||||||||||||||||||
| Issuance of warrants with subordinated note | - | - | - | - | - | - | 114,094 | - | - | 114,094 | ||||||||||||||||||||||||||||||
| Issuance of warrants with secured note | - | - | - | - | - | - | 228,188 | - | - | 228,188 | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | (1,498,669 | ) | (54,680 | ) | (1,553,349 | ) | |||||||||||||||||||||||||||
| Balance at December 31, 2020 | 135 | $ | 729,058 | 6,328,948 | $ | 4,975,503 | 17,380,317 | $ | 6,083,480 | $ | 4,436,018 | $ | (18,220,705 | ) | $ | (239,231 | ) | $ | (2,964,935 | ) | ||||||||||||||||||||
| Acquisition of Certain Assets of Halcyon Thruput, LLC | - | - | - | - | 6,250,000 | 2,500,000 | - | - | - | 2,500,000 | ||||||||||||||||||||||||||||||
| Issuances of common stock units | - | - | - | - | 1,758,333 | 136,717 | 838,283 | - | - | 975,000 | ||||||||||||||||||||||||||||||
| Warrant exercises | - | - | - | - | 9,494,316 | 4,771,679 | (1,429,679 | ) | - | - | 3,342,000 | |||||||||||||||||||||||||||||
| Issuance of common shares for Convertible Promissory Note | - | - | - | - | 618,660 | 217,769 | - | - | - | 217,769 | ||||||||||||||||||||||||||||||
| Issuance of common shares for Senior Secured Promissory Note | - | - | - | - | 1,000,000 | 1,942,500 | - | - | - | 1,942,500 | ||||||||||||||||||||||||||||||
| Common shares issued to vendor for services | - | - | - | - | 125,000 | 117,500 | - | - | - | 117,500 | ||||||||||||||||||||||||||||||
| Issuance of common shares for extension of secured note | - | - | - | - | 20,000 | 18,000 | - | - | - | 18,000 | ||||||||||||||||||||||||||||||
| Change in common stock par value due to change in corporate domicile | - | - | - | - | - | (15,868,273 | ) | 15,868,273 | - | - | - | |||||||||||||||||||||||||||||
| Conversion of Series A preferred stock | (6,328,948 | ) | (4,975,503 | ) | 75,947,376 | 759 | 4,974,744 | - | - | - | ||||||||||||||||||||||||||||||
| Series B preferred stock redemptions | (17 | ) | (137,500 | ) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Series B preferred stock dividend | - | - | - | - | - | - | - | (74,812 | ) | - | (74,812 | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | 500,000 | 81,000 | 4,462,619 | - | - | 4,543,619 | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | (9,822,728 | ) | (2,247 | ) | (9,824,975 | ) | |||||||||||||||||||||||||||
| Balance at December 31, 2021 | 118 | $ | 591,558 | - | $ | - | 113,094,002 | $ | 1,131 | $ | 29,150,258 | $ | (28,118,245 | ) | $ | (241,478 | ) | $ | 791,666 | |||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Generation Hemp, Inc.
Consolidated Statements of Cash Flows
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | (9,824,975 | ) | $ | (1,553,349 | ) | ||
| Loss from discontinued operations | (32,213 | ) | (34,259 | ) | ||||
| Net loss from continuing operations | (9,792,762 | ) | (1,519,090 | ) | ||||
| Adjustments to reconcile net loss from continuing operations to net cash from operating activities: | ||||||||
| Depreciation and amortization | 1,340,425 | 71,000 | ||||||
| Amortization of debt discount | 380,282 | - | ||||||
| Stock-based compensation | 4,543,619 | - | ||||||
| Common shares issued to vendor for services | 117,500 | - | ||||||
| Other income - PPP Loan forgiveness | (25,424 | ) | - | |||||
| Loss on disposal of property and equipment | 6,938 | 539 | ||||||
| Change in fair value of marketable securities | (11,770 | ) | 9,882 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 75,470 | - | ||||||
| Inventories | (212,518 | ) | - | |||||
| Prepaid expenses | (4,723 | ) | - | |||||
| Accounts payable and accrued liabilities | 85,939 | 572,466 | ||||||
| Net cash from operating activities – continuing operations | (3,497,024 | ) | (865,203 | ) | ||||
| Net cash from operating activities – discontinued operations | - | 31,716 | ||||||
| Net cash from operating activities | (3,497,024 | ) | (833,487 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Capital expenditures | (77,715 | ) | - | |||||
| Acquisition of certain assets of Halcyon Thruput, LLC, net of acquired cash of $224,530 | (1,525,470 | ) | - | |||||
| Proceeds from sale of investment in common stock | 34,847 | - | ||||||
| Net cash from investing activities – continuing operations | (1,568,338 | ) | - | |||||
| Net cash from investing activities – discontinued operations | - | - | ||||||
| Net cash from investing activities | (1,568,338 | ) | - | |||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds for common stock issuable | - | 50,000 | ||||||
| Issuance of common stock units | 925,000 | 100,000 | ||||||
| Proceeds from Series B redeemable preferred stock | - | 1,350,000 | ||||||
| Redemptions of Series B preferred stock | (137,500 | ) | - | |||||
| Series B preferred stock dividends paid | (16,500 | ) | - | |||||
| Proceeds from warrant exercises | 3,342,000 | - | ||||||
| Repayment of Halcyon bank note | (995,614 | ) | - | |||||
| Proceeds from SBA PPP Loan | - | 25,200 | ||||||
| Proceeds from secured note | - | 1,000,000 | ||||||
| Proceeds from subordinated notes | 410,000 | 990,000 | ||||||
| Repayment of subordinated notes | (1,100,000 | ) | - | |||||
| Payment of mortgage payable | (117,793 | ) | (6,625 | ) | ||||
| Net cash from financing activities – continuing operations | 2,309,593 | 3,508,575 | ||||||
| Net cash from financing activities – discontinued operations | - | - | ||||||
| Net cash from financing activities | 2,309,593 | 3,508,575 | ||||||
| Net change in cash | (2,755,769 | ) | 2,675,088 | |||||
| Cash, beginning of period | 2,776,425 | 101,337 | ||||||
| Cash, end of period | $ | 20,656 | $ | 2,776,425 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
Generation Hemp, Inc.
Notes to Consolidated Financial Statements
1. Description of the Business
Generation Hemp, Inc. (the “Company”), formerly known as Home Treasure Finders, Inc. (“HTF”), was incorporated on August 21, 2021 in the State of Delaware. The Company was originally incorporated on July 28, 2008 in the State of Colorado. On November 27, 2019, HTF purchased approximately 94% of the common stock of Energy Hunter Resources, Inc. (“EHR”) in a series of transactions accounted for as a reverse merger (the “Transaction”). Upon closing of the Transaction, HTF changed its operationsname to Generation Hemp, Inc.
On January 11, 2021, we completed the acquisition of certain assets of Halcyon Thruput, LLC (“Halcyon”). With this acquisition, we commenced providing post-harvest and midstream services to growers by drying, processing, cleaning and stripping harvested hemp directly from the field and wetbaled at our 48,000 square foot leased facility located in Hopkinsville, Kentucky. Additionally, the Company offers safe storage services for processed hemp, which enables farmers to maximize strategic market timing. In August 2021, the Company launched its cash flowssmall animal bedding consumer goods product line (“Rowdy Rooster”) made from the hemp hurd byproduct that is produced from its hemp processing operations.
We also generate revenue from rental of our “Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently leased to an unaffiliated hemp seed company.
As of December 31, 2021, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each of the yearsperiods presented.
Our management team has been and continues to actively review acquisition candidates involved in the two-year period endedhemp industry that operate within a number of vertical businesses, predominantly within the midstream sector that are attractive to us and are within the hemp supply chain.
Going Concern and Management’s Plans – The Company is dependent upon obtaining additional funding to continue ongoing operations and to pursue its strategy and execute its acquisition plans.
In 2021, the Company used $3.5 million of cash for its operating activities. At December 31, 20162021, the Company’s current liabilities, including financing obligations due within one year, totaled $4.4 million as compared with its current assets of $238 thousand.
The Company will continue to pursue additional capital raising opportunities in order to fund future acquisitions and 2015,meet its obligations as they become due. We may not be successful in conformityobtaining additional financing needed. In the event financing cannot be obtained, the Company may not be able to satisfy these plans and obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Impact of COVID-19 Pandemic on Our Business – Our business, results of operations and financial condition were adversely affected by the COVID-19 pandemic in 2020. The COVID-19 pandemic and measures taken to contain it subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue or may worsen.
2. Summary of Significant Accounting Policies
Basis of Presentation – The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
| December 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 60,202 | $ | 45,210 | ||||
| Rent receivable | 500 | 500 | ||||||
| Prepaid expenses | 1,737 | 706 | ||||||
| Total current assets | 62,439 | 46,416 | ||||||
| Property and equipment, net | 820,203 | 843,106 | ||||||
| Other assets: | ||||||||
| Security deposits | 1,400 | 1,050 | ||||||
| Total assets | $ | 884,042 | $ | 890,572 | ||||
| Liabilities and Shareholders' Equity (Deficit) | ||||||||
| Liabilities: | ||||||||
| Accounts payable | $ | 18,336 | $ | - | ||||
| Accrued wages | 28,612 | 18,612 | ||||||
| Accrued liabilities | 56,672 | 68,187 | ||||||
| Accrued interest - related party | 3,305 | 2,781 | ||||||
| Note payable, current portion | 10,790 | 13,265 | ||||||
| Related party note payable | 17,590 | 9,193 | ||||||
| Total current liabilities | 135,305 | 112,038 | ||||||
| Long term debt | 800,864 | 811,654 | ||||||
| Total liabilities | 936,169 | 923,692 | ||||||
| Shareholders' equity (deficit): | ||||||||
| Common stock, no par value; 100,000,000 shares authorized, | ||||||||
| 13,205,450 and 13,205,450 shares issued and outstanding, respectively | 215,267 | 215,267 | ||||||
| Additional paid in capital | 96,476 | 96,476 | ||||||
| Accumulated deficit | (363,870 | ) | (344,863 | ) | ||||
| Total shareholders' equity (deficit) | (52,127 | ) | (33,120 | ) | ||||
| Total liabilities and shareholders' equity (deficit) | $ | 884,042 | $ | 890,572 | ||||
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Commission income | $ | 216,400 | $ | 192,415 | ||||
| Property and rental management income | 235,659 | 198,326 | ||||||
| Total revenue | 452,059 | 390,741 | ||||||
| Operating expenses: | ||||||||
| Commission expense | 57,088 | 82,111 | ||||||
| Professional fees | 49,475 | 32,594 | ||||||
| General and administrative | 305,328 | 227,463 | ||||||
| Total operating expenses | 411,891 | 342,168 | ||||||
| Operating profit | 40,168 | 48,573 | ||||||
| Other Income (expense) | ||||||||
| Interest expense | (59,175 | ) | (59,049 | ) | ||||
| Total other (expense) | (59,175 | ) | (59,049 | ) | ||||
| Loss before income taxes | (19,007 | ) | (10,476 | ) | ||||
| Income tax expense | - | - | ||||||
| Net loss | $ | (19,007 | ) | $ | (10,476 | ) | ||
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Basic and diluted weighted average | ||||||||
| common shares outstanding | 13,205,450 | 13,205,450 | ||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
Balance at January 1, 2015 | 13,205,450 | $ | 215,267 | $ | 96,476 | $ | (334,387 | ) | $ | (22,644 | ) | |||||||||
| Net loss for the year ended December 31, 2015 | — | — | — | (10,476 | ) | (10,476 | ) | |||||||||||||
| Balance at December 31, 2015 | 13,205,450 | $ | 215,267 | $ | 96,476 | $ | (344,863 | ) | $ | (33,120 | ) | |||||||||
| Net loss for the year ended December 31, 2016 | — | — | — | (19,007 | ) | (19,007 | ) | |||||||||||||
| Balance at December 31, 2016 | 13,205,450 | $ | 215,267 | $ | 96,476 | $ | (363,870 | ) | $ | (52,127 | ) | |||||||||
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Cash flows (to) from operating activities: | ||||||||
| Net loss | $ | (19,007 | ) | $ | (10,476 | ) | ||
| Adjustments to reconcile net loss to net cash provided | ||||||||
| (used) by operating activities: | ||||||||
| Depreciation and amortization | 23,843 | 26,025 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) in rent receivable | - | (500 | ) | |||||
| (Increase) decrease in prepaid expense and other asset | (1,381 | ) | 47 | |||||
| Increase (decrease) in accounts payable | 18,336 | (9,462 | ) | |||||
| Increase (decrease) in accrued salary | 10,000 | - | ||||||
| Increase (decrease) in accrued liabilities | (2,543 | ) | 16,059 | |||||
| Increase (decrease) in accrued interest | 524 | 756 | ||||||
| Net cash provided by operating activities | 34,858 | 22,449 | ||||||
| Cash flows used in investing activities: | ||||||||
| Cash paid for fixed assets | (940 | ) | (1,584 | ) | ||||
| Net cash used in investing activities: | (940 | ) | (1,584 | ) | ||||
| Cash flows used in financing activities: | ||||||||
| Payment of long term debt | (13,265 | ) | (13,003 | ) | ||||
| Proceeds from related party payable | 5,032 | 1,500 | ||||||
| Payment of related party payable | (10,693 | ) | (1,000 | ) | ||||
| Net cash used in financing activities | (18,926 | ) | (12,503 | ) | ||||
| Net change in cash | 14,992 | 8,362 | ||||||
| Cash, beginning of year | 45,210 | 36,848 | ||||||
| Cash, end of year | $ | 60,202 | $ | 45,210 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | — | $ | — | ||||
| Interest | $ | 58,651 | $ | 58,293 | ||||
Business Combinations – The Company is inaccounts for business combinations under the business of operating a real estate business and operates in Colorado as a State Licensed "Employing Broker" number 1000021235 issued on February 13, 2012.
Use of Estimates
Revenue Recognition – Post-harvest and midstream services revenue is typically determined based on volumes processed at agreed-upon contractual prices and is recognized when performance obligations under the terms of a contract with our customers are satisfied. This occurs when control of the product is transferred to our customers upon completion of our processing.
Rental revenue is recognized based on the contractual cash rental payments for the period.
Cash – The Company maintains its deposits of cash in financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.
Inventories – Inventories are stated at the lower of cost or net realizable value. Cost, which includes the cost of raw materials, labor and overhead, is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary business, less reasonably predictable cost of completion, disposal and transportation.
Property and Equipment – property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of assets. Upon disposition, the cost and accumulated depreciation are removed and any gain or loss on the disposal is reflected in the statements of operations. The cost of maintenance and repairs is charged to income as incurred; significant renewals and improvements are capitalized.
Leases – The Company’s lease arrangements are operating leases which are capitalized on the balance sheet as right-of-use (“ROU”) assets and obligations. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. These are recognized at the lease commencement date based on the present value of payments over the lease term. If leases do not provide for an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term as the lease payments. Lease expense is recognized on a straight-line basis over the lease term.
Intangible Assets – Definite-lived intangible assets are amortized and are tested for impairment when an event occurs or circumstances change that indicate it is more likely than not that an impairment exists. Intangible assets consist of customer relationships and non-compete agreements acquired in the acquisition of certain assets of Halcyon. These intangibles have a gross carrying amount of $2.7 million and accumulated amortization of $818 thousand at December 31, 2021. Future amortization expense in each of the next five years amounts to $587 thousand for 2022, $419 thousand for 2023, $278 thousand for 2024, $194 thousand for 2025, $130 thousand for 2026 and $250 thousand thereafter.
Impairment of Long-Lived Assets – We review long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In this assessment, future pre-tax cash flows (undiscounted) resulting from the use of the asset and its eventual disposal are estimated. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the difference between its carrying value and estimated fair value.
Common Stock Units Issuable – From time to time, the Company accepts payment from investors for common stock unit subscriptions pursuant to approved offerings of securities. Amounts received before completion and closing of the offerings are reported as liabilities.
Noncontrolling Interest – Noncontrolling interests represent the portion of net assets in consolidated entities that are not owned by the Company. As of December 31, 2021 and 2020, minority investors owned approximately 6% of EHR.
Stock-based Compensation – We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur.
Income Taxes
| 2016 | 2015 | |||||||
| Deferred tax assets: | ||||||||
| NOL carryover | $ | 76,600 | $ | 122,100 | ||||
| Related party accruals | 3,500 | 1,100 | ||||||
| Accrued payroll | 7,100 | 24,800 | ||||||
| Deferred tax liabilities: | ||||||||
| Depreciation | 5,000 | (5,400 | ) | |||||
| Valuation allowance | (92,200 | ) | (142,600 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
The Company recognizes the effect of income tax determined by applying the U.S.positions only if those positions are more likely than not of being sustained. Recognized income tax rate to pretax income from continuing operations for the year ended December 31, 2016 and 2015 due to the following:
| 2016 | 2015 | |||||||
| Book income | $ | (3,700 | ) | $ | (2,100 | ) | ||
| Depreciation | (1,400 | ) | (1,200 | ) | ||||
| Related party accruals | 2,900 | 100 | ||||||
| Meals and entertainment | 400 | - | ||||||
| Accrued payroll | (5,600 | ) | - | |||||
| Valuation allowance | 7,400 | 3,200 | ||||||
| $ | - | - | ||||||
| 2016 | 2015 | |||||||
| Computer equipment | $ | 5,672 | $ | 5,672 | ||||
| Furniture and fixtures | 7,777 | 6,837 | ||||||
| Leasehold improvements | 4,000 | 4,000 | ||||||
| Warehouse units | 861,000 | 861,000 | ||||||
| Accumulated amortization and depreciation | (58,246 | ) | (34,403 | ) | ||||
| Total fixed assets | $ | 820,203 | $ | 843,106 | ||||
Year Ending December 31, | ||||
| 2017 | $ | 10,790 | ||
| 2018 | 11,090 | |||
| 2019 | 789,774 | |||
| $ | 811,654 | |||
The Company paid base compensation of $6,000 per monthis subject to the CEO for his services. The Company also pays additional override of 10% based upon commission revenue. Effective April 1, 2016, the base compensation to be paid to the CEO increased to $10,000 per month. The balance accrued at December 31, 2016 and 2015 was $28,612 and $18,612 respectively.
Discontinued Operations – In connection with the Transaction, management determined to fully divest of EHR’s oil and gas activities. As such, these activities are presented as discontinued operations for each of the periods presented.
The Company follows the successful efforts method of accounting for its oil and gas properties. Costs to acquire mineral interests in oil and gas properties and to drill and equip new development wells and related asset retirement costs are capitalized. In 2019, the Company’s oil and gas properties became fully impaired and the carrying amount of the properties was expensed to the market decline and the Company’s determination to exit the oil and gas business. The oil & gas properties have limited production and operations for which the Company recognizes its share as a non-operating working interest owner. Oil & gas revenue is recognized for discontinued operations based on delivered quantities in the amount of the consideration to which the Company is entitled.
The Company records a liability for the plugging, abandonment and remediation of its properties at the end of their productive lives. The Company computes the liability for asset retirement obligations by calculating the present value of estimated future cash flows related to each property. This requires the Company to use significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and its risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations.
Asset retirement obligations are recorded as a liability at their estimated present value at the asset’s inception, with an offsetting increase to producing properties in the accompanying balance sheet which is amortized to expense on a unit-of-production basis. Periodic accretion of the discount on asset retirement obligations is recorded as expense.
Fair Value Measurements – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:
| Level 1 — | Observable inputs such as quoted prices in active markets for identical assets or liabilities. |
| Level 2 — | Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. |
| 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. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The estimated fair values of cash, accounts receivable, accounts payable and indebtedness approximate their carrying amounts due to the relatively short maturity of these instruments.
Earnings (loss) per Share – Basic earnings (loss) per share amounts are calculated by dividing income available to common shareholders, after deducting preferred stock dividends, by the weighted average number of shares of common stock outstanding. Diluted earnings per share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed conversion of preferred stock, outstanding convertible notes and the assumed exercise of common stock options and warrants outstanding.
Major Customer and Concentration of Credit Risk – We estimate an allowance for doubtful accounts based on an analysis of specific customers, taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. An allowance for doubtful accounts was not needed as of December 31, 2021 or 2020.
During 2021, one customer accounted for approximately 91% of our post-harvest and midstream services revenue, respectively. No amounts were due from this customer at December 31, 2021.
Our rental paymentsrevenue is derived from a single lessee on a commercial warehouse owned by the Company. There were no amounts due from this customer at December 31, 2021 or 2020.
Reclassifications – Financial statements presented for prior periods include reclassifications that were made to conform to the current-year presentation.
Recent Accounting Pronouncements – In December 2019, the FASB issued ASU 2019-12, Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. We adopted this standard in the first quarter of 2021. Adoption of this ASU did not have a significant impact on our consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The ASU is effective for fiscal years beginning after December 15, 2021. The standard allows for either modified or full retrospective transition methods. The Company will adopt this standard on January 1, 2022. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
3. Acquisition
On January 11, 2021, the Company completed the acquisition of certain assets of Halcyon pursuant to the Asset Purchase Agreement dated March 7, 2020, as amended on January 11, 2021 and October 8, 2021. The purchase consideration totaled approximately $6.1 million consisting of 6,250,000 shares of Company common stock valued at $2.5 million ($0.40 per share; restricted from trading for a period of up to one year), $1.75 million in cash, a promissory note for $850,000 issued by the Company’s subsidiary, GenH Halcyon Acquisition, LLC, and guaranteed by Gary C. Evans, CEO of the Company, and assumption of approximately $1.0 million of new indebtedness of Halcyon. The Company was granted an option to purchase the real estate occupied by Halcyon for $993,000. This option is exercisable at any time before its expiration on January 11, 2022. This purchase option was subsequently amended and extended as disclosed in Note 14.
The acquisition was accounted for as a business combination where the Company is the acquirer and the acquisition method of accounting was applied in accordance with GAAP. Accordingly, the aggregate value of the consideration we paid to complete the acquisition was allocated to the assets acquired based upon their estimated fair values on the acquisition date.
The following table summarizes the purchase price allocation for the assets acquired:
| Accounts receivable | $ | 75,470 | ||
| Other working capital | 224,530 | |||
| Property and equipment, other | 1,912,900 | |||
| Intangibles: | ||||
| Non-competition agreements | 63,176 | |||
| Customer relationships | 2,612,650 | |||
| Other assets - Purchase option on real estate | 407,000 | |||
| Goodwill | 799,888 | |||
| Assets acquired | $ | 6,095,614 |
Intangible assets consist of customer relationships and non-compete agreements, each having definite-lives. These intangible assets are being amortized over the estimated useful life on an accelerated basis reflecting the anticipated future cash flows of the Company post acquisition of Halcyon. The weighted-average useful life assigned to the intangible assets is three years.
The results of operations for the acquired Halcyon assets have been included in the Company’s consolidated financial statements since the January 11, 2021 acquisition date.
Concurrent with the closing of the asset acquisition, the Company entered into term employment agreements with two executives to serve as vice presidents of the Company for a term of at least two years and the issuance of 250,000 shares of restricted common stock of the Company as a signing bonus. Such shares are subject to restrictions on the trading or transfer of such common stock.
Further, the term employment agreements each provide for the payment by the executives of liquidated damages if the employee terminates his employment without good reason during the initial term, other than due to the employee’s death or disability. Such liquidated damages total $375,000 if termination occurs prior to January 11, 2023.
On March 3, 2021, the Company repaid the outstanding principal and interest balance on the $850,000 promissory note issued in connection with the acquisition.
Supplemental Pro Forma Information – The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition of certain assets of Halcyon had been completed on the date indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the non-cancelable operating leases arecircumstances.
The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as follows:
Years ending December 31, | Amount | |||
| 2018 | $ | 16,800 | ||
| Thereafter | 4,200 | |||
| $ | 21,000 | |||
| ● | an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets; and |
| ● | an adjustment to interest expense to reflect the reduced borrowings due to the repayment of Halcyon’s historical debt in conjunction with the acquisition; |
The supplemental pro forma financial information for the periods presented is as follows:
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue, continuing operations | $ | 675,762 | $ | 3,050,017 | ||||
| Income (loss) from continuing operations | (9,847,650 | ) | (841,518 | ) | ||||
| Earnings (loss) per common share: | ||||||||
| Basic and diluted | $ | (0.17 | ) | $ | (0.05 | ) | ||
4. Property and Equipment
Property and equipment consisted of the following:
| Useful | December 31, | ||||||||||
| Life (yrs) | 2021 | 2020 | |||||||||
| Land | $ | 96,000 | $ | 96,000 | |||||||
| Warehouse | 30 | 916,500 | 916,500 | ||||||||
| Leasehold Improvements | 3 | 473,601 | - | ||||||||
| Machinery and equipment | 5-7 | 1,506,447 | - | ||||||||
| Vehicles | 4 | 149,440 | 149,440 | ||||||||
| Computer equipment and software | 3 | 46,825 | 43,196 | ||||||||
| Office furniture and equipment | 3-5 | 17,294 | 17,294 | ||||||||
| Subtotal | 3,206,107 | 1,222,430 | |||||||||
| Less accumulated depreciation and amortization | (625,445 | ) | (102,938 | ) | |||||||
| Total property and equipment, net | $ | 2,580,662 | $ | 1,119,492 | |||||||
5. Notes Payable – Related Parties
Notes payable – related parties consisted of the following:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Senior Secured Promissory Note | $ | - | $ | 1,500,000 | ||||
| Convertible Promissory Note | - | 208,874 | ||||||
| Subordinated Promissory Note to CEO | 523,551 | 490,000 | ||||||
| Convertible Promissory Note to CEO | 410,000 | - | ||||||
| Secured Promissory Note to Coventry Asset Management, LTD. | 1,000,000 | 1,000,000 | ||||||
| Subordinated Promissory Note to Investor | 250,000 | 500,000 | ||||||
| Total | 2,183,551 | 3,698,874 | ||||||
| Less debt discounts | - | (362,282 | ) | |||||
| Total notes payable – related parties | $ | 2,183,551 | $ | 3,336,592 | ||||
Senior Secured Promissory Note – On March 31, 2017, the Company entered into a subscription agreement under which we issued a $3,000,000 10% Senior Secured Promissory Note to Satellite Overseas (Holdings) Limited (“SOHL”), a stockholder of the Company’s common shares. The interest rate of the Senior Secured Promissory Note was 12%. On March 9, 2021, the total principal, interest and accrued fees under the Senior Secured Promissory Note was contributed to the Consolidated Financial StatementsCompany and exchanged into 1,000,000 common shares.
Convertible Promissory Note – In October 2019, HTF issued a convertible promissory note to EHR in exchange for EHR’s payment of HTF’s accounts payable and Transaction expenses. The convertible promissory note bore interest at 4% per annum and was convertible by the holder at any time into common stock of the Company at a rate of $0.352 per share. On March 9, 2021, the convertible promissory note, together with accrued interest thereon, was converted into 618,660 common shares under the terms of the note.
Subordinated Promissory Note to CEO – Our CEO made advances to the Company during 2020 under a subordinated promissory initially note due September 30, 2021. This note was amended to a new maturity date of June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10% per annum. Accrued interest on this subordinated promissory note totaled $7,602 at December 31, 20162021.
Convertible Promissory Note to CEO – In 2021, our CEO made advances totaling $410,000 to the Company under a convertible promissory note. The convertible note matured on January 1, 2022 but was subsequently amended to extend the maturity date to June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10%. The principal and 2015
Secured Promissory Note and Warrants to Coventry Asset Management, LTD. – On December 30, 2020, the Company received proceeds from issuance of a secured promissory note in principal amount of $1,000,000 to Coventry Asset Management, LTD, a Company stockholder. The promissory note is secured by the property acquired in the acquisition of certain assets of Halcyon. The unpaid balance of the secured promissory note bears interest at a rate of 10% per annum and initially matured on June 30, 2021. The promissory note has been extended three times each including the issuance of 20,000 restricted common shares as extension fees. The maturity date of the promissory note is April 30, 2022, as amended. If before April 30, 2022 the Company raises new equity capital of $10 million or more, then the full amount outstanding under the promissory note is due within five days. Additionally, the holder of the promissory note was given an option exercisable until April 7, 2022 to convert $250,000 of the outstanding principal balance into shares of the Company’s common stock at an exercise price of $0.60 per share. Accrued interest on this secured note totaled $100,275 at December 31, 2021.
The holder of the secured promissory note received a warrant to purchase 1,000,000 shares of common stock exercisable at an exercise price of $0.352 per share upon origination of the promissory note in 2020. This warrant was subsequently exercised in the first quarter of 2021.
Subordinated Promissory Note and Warrants to Investor – On December 30, 2020, the Company issued a subordinated promissory note in principal amount of $500,000 to an accredited investor who is also a Company stockholder. The unpaid balance of the Subordinated Note bears interest at a rate of 10% per annum. The Company made a principal payment of $250,000 in April 2021. The subordinated note principal together with accrued and unpaid interest was due, as previously amended, on March 31, 2022 but was subsequently extended. As subsequently amended, a payment of $50,000 is due March 31, 2022 and the remaining principal of $200,000 together with accrued interest is due on June 30, 2022. If at any time prior to the note’s maturity the Company raises new equity capital of $5 million or more, then the full amount outstanding under the note is due within five days. Accrued interest on this subordinated promissory note totaled $18,699 at December 31, 2021.
The accompanying financial statementsholder of the subordinated note received a warrant to purchase 500,000 shares of common stock exercisable for cash until December 30, 2022 at an exercise price of $0.352 per share.
6. Other Indebtedness
Other indebtedness consisted of the following:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Mortgage Payable | $ | 501,668 | $ | 619,461 | ||||
| Paycheck Protection Program Loan | - | 25,200 | ||||||
| Total | 501,668 | 644,661 | ||||||
| Less current portion | (501,668 | ) | (619,461 | ) | ||||
| Total other indebtedness - long-term | $ | - | $ | 25,200 | ||||
Mortgage Payable and Operating Lease – The Company is obligated under a mortgage payable dated September 15, 2014 secured by its warehouse property located in Denver, Colorado. The note provided for a 25-year amortization period and an initial interest rate of 9% annually. The note has been amended several times to a maturity date of January 15, 2022. In January 2022, the note was again amended to a new maturity date of April 15, 2022. The Company is paying monthly extension fees of $1,000 each. The new monthly payment of the note is $5,800 including interest at an effective rate of approximately 12%.
The Company leases the Denver warehouse property to a tenant under an operating lease which was renewed with a new tenant and extended to August 1, 2023 for a monthly rent of $7,500. The lease requires a true-up with the tenant for property taxes and insurance paid by the Company and requires the tenant to maintain the interior and exterior of the warehouse (except for the roof). The lease provides for a rent abatement in the first and last month of the contracted extension. Minimum future rents for 2022 are $90,000 and for 2023 are $52,500.
Paycheck Protection Program Loan – Congress created the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide forgivable loans to eligible small businesses facing economic hardship to retain U.S. employees on their payroll during the Coronavirus Disease 2019 (“COVID-19”) pandemic.
PPP loan recipients may be eligible to have been preparedtheir loans forgiven if the funds were used for eligible expenses over the eight-week coverage period commencing when the loan was originally disbursed. The amount of forgiveness may be reduced if the percentage of eligible expenses attributed to nonpayroll expenses exceeds 25% of the loan, if employee headcount decreases, or compensation decreases by more than 25% for each employee making less than $100,000 per year, unless the reduced headcount or compensation levels are restored.
On April 29, 2020, we received disbursement of an approved PPP loan in the amount of $25,200. The Company received notice that the PPP Loan principal and interest thereon was fully forgiven on April 20, 2021.
7. Commitments and Contingencies
Leases – The Company assumed Halcyon’s lease of office space in Fort Worth, Texas for managerial offices. This lease requires monthly payments of $2,000 and is month-to-month. Lease expense for this facility totaled $22,000 in 2021.
The Company leases its operating facility in Kentucky from Oz Capital, LLC, a going concern basis, which contemplatesrelated party, under a lease expiring May 31, 2024. The lease provides for monthly payments of $10,249. Oz Capital, LLC is responsible for all taxes and maintenance under the realizationlease. Lease expense for this facility totaled $119,351 in 2021. A right-of-use asset and lease liability is recorded for this lease. As the lease does not provide an implicit rate, the Company used its estimated incremental borrowing rate of assets10% in determining the present value of the lease payments.
Pending Insurance Claim – In 2019, drying equipment that Halcyon purchased from a third party was being placed into service when a fire loss subsequently occurred and destroyed the satisfactionequipment causing significant business interruption. The cost of liabilitiesthis drying equipment totaled $1.1 million. In 2020, Halcyon received, as partial payment, insurance proceeds of $595,000 from its insurance carrier. The Company has made a formal claim against the insurance carrier and is pursuing all available options to recover the unpaid amounts.
Litigation – From time to time, we are subject to various litigation and other claims in the normal course of business. As shownBelow is a discussion of specific matters. We cannot estimate the ultimate outcome of these matters.
Generation Hemp, Inc. v. Colorado Mills Equipment, LLC, Dallas, Texas Small Claims Court Case No. JS 22.00018A
The Defendant sold to the Company a faulty piece of equipment for $16,000 and will not refund the Company the purchase price after repeated attempts to return their equipment. A lawsuit was filed by the Company against Colorado Mills in January 2022.
Halcyon Thruput, LLC, Plaintiff v. United National Insurance Company, Defendant, United States District Court for the Northern District of Texas, Dallas Division, Case No. 3:21-CV-3136-K.
Halcyon Thruput, LLC (Halcyon) obtained an all-risks commercial insurance policy, including an Equipment Breakdown Endorsement (Policy) from United National Insurance Company (UNIC) to provide substantial coverages for Halcyon Thruput LLC’s (Halcyon) $1,203,735 hemp processing dryer (Dryer) at its facility in Hopkinsville, Kentucky. During the Policy period, the Dryer caught fire due to the Dryer being defectively designed.
While UNIC paid a number of Halcyon’s claims, Halcyon’s claim for the cost of the replacement Dryer of $1,380,374 was denied as described below.
Buyer, a wholly owned subsidiary of the Company, pursuant to an Asset Purchase Agreement as twice amended, then acquired all the assets of Halcyon, except for the right to the proceeds of UNIC’s insurance policy since the Policy prohibited assignment. Halcyon and Buyer agreed that Buyer’s principal, Gary C. Evans, had the right to control the litigation, engage counsel for Halcyon and make all decisions relating to any proceeds received in the accompanying financial statements,litigation by settlement or otherwise.
Halcyon’s suit against UNIC, which was removed to federal court, seeks $796,865.53 (the cost of the replacement dryer of $1,380,374, less a credit for $583,508.47 previously paid by UNIC to Halcyon for the Dryer fire=$796,865.53) plus statutory interest on that sum from August 10, 2020 for violating the Texas Insurance Code’s requirement that claims be promptly paid, additional statutory penalties, and attorneys’ fees. Certain documents have been executed between the Company, Halcyon and legal counsel, which provide for a sharing of costs and expenses and awards, if any, against UNIC. Mediation of the case is set for April 12, 2022.
JDONE, LLC v. Grand Traverse Holdings, LLC and John Gallegos, Denver District Court Case No. 2019CV33723
JDONE, LLC (“JDONE”) is a wholly owned subsidiary of the Company and landlord of a commercial warehouse building that was previously leased to Grand Traverse Holdings, LLC on December 31, 2018 for a term of 61 months, with a personal guaranty from Defendant, John Gallegos. On April 12, 2019, Grand Traverse presented JDONE with an alleged forged, signed copy of the draft early termination amendment that JDONE had previously rejected. JDONE has suffered damages due to Defendant’s alleged misconduct of approximately $823,504 plus interest and attorney’s fees exceeding $400,000. A court ordered mediation was held in May 2020 without success. All material defendant motions have been denied by the court. The case is set for jury trial in July 2022. We believe that Grand Traverse Holdings, LLC and John Gallegos are jointly liable for the asserted damages which exceed $1 million plus attorney’s fees and we continue to vigorously pursue our claims.
KBSIII Tower at Lake Carolyn, LLC and Prime US-Tower at Lake Carolyn, LLC (collectively – “KBSIII” v. Energy Hunter Resources, Inc.)
Plaintiff/Counterdefendant KBSIII was seeking lost rent on office space for periods after EHR vacated office premises located in Las Colinas, Texas. EHR filed a counter suit alleging specific damages due to uninhabitable premises of the office space due to the intolerable conduct of other tenants located on the same floor. On December 23, 2020, the trial court entered a summary judgment against EHR for $230,712. The judgment provides for post-judgment interest at a rate of 5% per annum until paid and further provides for additional amounts owed should EHR pursue unsuccessful appeals to higher courts. At December 31, 2021, the Company had accrued $252,583 for this judgment, which is exclusively an EHR obligation.
8. Income Taxes
No amounts were recorded for income tax expense during the years ended December 31, 2021 or 2020. A reconciliation of the expected statutory federal tax and the total income tax expense from continuing operations was as follows:
| Year Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Federal statutory rate | $ | (2,056,480 | ) | $ | (319,008 | ) | ||
| State income taxes, net | (198,940 | ) | (31,480 | ) | ||||
| Change in valuation allowance | 3,655,210 | 312,464 | ||||||
| Change in state tax rates | (178,644 | ) | - | |||||
| True-up of prior year deferred items | (929,450 | ) | - | |||||
| Other, net | (291,696 | ) | 38,024 | |||||
| Total income tax expense | $ | - | $ | - | ||||
The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Assets: | ||||||||
| Net operating loss carryforwards | $ | 4,960,487 | $ | 2,200,036 | ||||
| Stock-based compensation | 1,046,464 | - | ||||||
| Property and equipment | 33,803 | 27,847 | ||||||
| Intangible assets | 135,012 | - | ||||||
| Other | - | 292,673 | ||||||
| Subtotal | 6,175,766 | 2,520,556 | ||||||
| Valuation allowance | (6,175,766 | ) | (2,520,556 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
The Company has federal net operating loss (“NOL”) carryforwards of approximately $21.5 million at December 31, 2021, of which about $6.5 million begin to expire in 2034 and the remainder have no expiration.
The Company estimates that a majority of its NOL carryforwards are subject to annual limitations under Internal Revenue Code Section 382 as a result of ownership changes at various times including in the Transaction. These NOL carryforwards may never be utilized by the Company.
9. Equity
Change of Corporate Domicile – On August 21, 2021, the Company changed its domicile from the State of Colorado to the State of Delaware. The change of domicile had no effect on the number of outstanding securities of the Company. The Company is authorized for 200 million shares of capital stock, par value $0.00001 per share and 20 million shares of preferred stock, par value $0.00001 per share.
Series A Preferred Stock – Our Series A Preferred Stock was originally issued in connection with the Transaction completed in December 2019. On September 8, 2021, holders of the Company’s Series A Preferred Stock elected to convert such shares into shares of the Company’s common stock. As a result, 6,328,948 shares of Series A Preferred Stock were converted into 75,947,376 shares of common stock, with each share of Series A Preferred Stock converting into 12 shares of restricted common stock pursuant to the applicable Certificate of Designations.
Series B Preferred Stock Units – On December 30, 2020, the Company sold to certain accredited investors, including Gary C. Evans, our Chief Executive Officer, an aggregate of 135 preferred stock units comprised of (i) one share of Series B Redeemable Convertible Preferred Stock, no par value, and (ii) one warrant exercisable for 50,000 shares of common stock of the Company until December 30, 2022 at an exercise price of $0.352 per share.
The sale of the preferred stock units for $10,000 each resulted in aggregate gross proceeds of approximately $1.35 million, before deducting estimated offering expenses payable by the Company. Substantially all of the proceeds raised in the offering were used to fund the acquisition of assets of Halcyon, expenses related thereto and for general corporate purposes.
Each share of Series B Preferred Stock is initially convertible into 25,000 shares of common stock, subject to adjustment. Holders of Series B Preferred Stock are entitled to receive dividends of 6.00% per annum based on the stated value equal to $10,000 per share. Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the related certificate of designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its common stock, (e) enter into any agreement with respect to any of the foregoing, or (f) pay cash dividends or distributions on any equity securities of the Company other than pursuant to the terms of the outstanding Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.
Any or all of the Series B Preferred Stock may be converted, at their holder’s option, into 25,000 shares of common stock, as adjusted for any stock dividends, splits, combinations or similar events.
At any time after the occurrence of a “Qualifying Event,” the Company, upon 5-day written notice, shall have the right to cause each share of Series B Preferred Stock (and all accrued in-kind dividends with respect thereto) to be converted into common stock. For purposes of this automatic conversion of the Series B Preferred Stock, a “Qualifying Event” shall have occurred if (A) (1) the rolling five-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5,000,000 at a price per share equal to or greater than $1.00. In each instance, a conversion may not be made unless the Company has not yet generated sufficient cash flow and net income. This factor, among others, indicates that there is substantial doubtfiled an amendment to its Articles of Incorporation effecting an increase in its authorized common stock so that the Company has a sufficient number of authorized and unissued shares of common stock so as to permit the conversion of all outstanding shares.
The Series B Preferred Stock may be redeemed by the Company for its stated value, plus accrued and unpaid dividends, at any time. Initially, redemption payments of 12.5% each of the total amount of Series B Preferred Stock then outstanding plus accrued dividends were due from the Company to each Holder of Series B Preferred Stock at the end of each calendar quarter of 2021. The first required redemption payments totaling $137,500 were made in April 2021. In May, June and October of 2021, the three holders of the Series B Preferred Stock, including the Company’s chief executive officer, entered into transactions in which they accepted the mandatory redemption payment required pursuant to the Series B Preferred Stock certificate of designation in a number of Series B Units to effectively waive the redemption requirement. All other terms of the Series B Units remain unchanged and the holders’ ownership interest in the Series B Preferred Units remains the same as it was before such transactions.
Common Stock – At December 31, 2021, the Company had 113,094,002 common shares outstanding. Following is a discussion of common stock issuances during the periods presented:
| ● | February 2020 Issuance of Common Stock Units – In February 2020, the Company issued 250,000 common units for $100,000. Each unit consisted of one share of common stock and a warrant for purchase of one common share for $0.40 per share. The warrant expired March 1, 2022. Proceeds of this issuance were used for general corporate purposes. |
The common stock issued in the exchange was valued using the trading price of the common stock on February 20, 2020. The warrants were valued at $45,848 using a binomial lattice valuation model using inputs as of the exchange date. Our expected volatility assumption was based on the historical volatility of the Company’s common stock (252%). The expected life assumption was based on the expiration date of the warrant (two years). The risk-free interest rate for the expected term of the warrant was based on the U.S. Treasury yield curve in effect at the time of measurement (1.39%). The warrants are classified within equity in the consolidated balance sheets. Under GAAP, the anti-dilution provisions will be able to continue as a going concernaccounted for a reasonable period of time.if and when these provisions are triggered.
| ● | Acquisition of Certain Assets of Halcyon – In January 2021, the Company issued 6,250,000 shares of common stock valued at $2.5 million ($0.40 per share; restricted from trading for a period of up to one year) in the acquisition. Refer to Note 3. |
| ● | 2021 First Quarter Issuances of Common Stock Units – In the first quarter of 2021, the Company issued 800,000 common stock units for total proceeds of $400,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including a risk-free interest rate of 0.11% and historical volatility of 272%. A total of $263,293 was allocated to the warrants and reported in additional paid-in capital. |
| ● | Warrant Exercises – In the first quarter of 2021, the Company received $2,967,000 for the exercise of 8,428,976 outstanding warrants. In the fourth quarter of 2021, the Company received $375,000 for the exercise of 1,065,340 outstanding warrants. |
| ● | Issuances for Exchange or Conversion of Debt – The Company issued a total of 1,618,660 common shares for the exchange or conversion of outstanding debt. Refer to Note 5. |
| ● | Issuance to Vendor for Services – In the third quarter of 2021, the Company issued 125,000 common shares to a vendor for services performed. |
| ● | Issuance for Extension of Secured Note – The Company issued 20,000 common shares as consideration to extend the maturity of a senior note in the third quarter of 2021. Refer to Note 5. |
| ● | Issuance for Conversion of Series A Preferred Stock – As noted above, in the third quarter of 2021, the Company issued 75,947,376 common shares for the conversion of all outstanding shares of its Series A Preferred Stock. |
| ● | 2021 Fourth Quarter Issuances of Common Stock Units – In the fourth quarter of 2021, the Company issued 958,333 common stock units to accredited investors for total proceeds of $575,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of one share of common stock for $0.60 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The fair value of the warrants was determined using an options valuation model with key assumptions including risk-free interest rates ranging from 0.48% to 0.70% and historical volatility ranging from 237% to 258%. A total of $276,947 was allocated to the warrants and reported in additional paid-in capital. | |
| ● | Stock-based Compensation – The Company issued 500,000 restricted common shares valued at $155,000 as incentive compensation to two executives who joined the Company in the first quarter of 2021. |
Common Stock Warrants Outstanding – Following is a summary of warrants outstanding as of December 31, 2021:
| # of Warrants | Exercise Price (each) | Expiration Date | Method of Exercise | |||||||||||
| Issued in February 2020 with common stock units (2) | 250,000 | $ | 0.400 | March 1, 2022 | Cash | |||||||||
| Issued in December 2020 with Series B preferred units (1) | 5,500,000 | $ | 0.352 | December 30, 2022 | Cash | |||||||||
| Issued in December 2020 with subordinated note to investor (1) | 500,000 | $ | 0.352 | December 30, 2022 | Cash | |||||||||
| Issued in Q1 2021 with common stock units (1) | 1,600,000 | $ | 0.500 | January-February, 2023 | Cash | |||||||||
| Issued in Q4 2021 with common stock units (1) | 958,333 | $ | 0.600 | Oct-Dec, 2023 | Cash | |||||||||
| Total warrants outstanding at December 31, 2021 | 8,808,333 | |||||||||||||
| (1) | May be redeemed for $0.0001 per warrant at the Company’s option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. |
| (2) | Contains certain anti-dilution provisions requiring a downward adjustment to the exercise price of the warrant if dilutive instruments are issued at prices less than the warrant exercise price. |
Following is a summary of outstanding stock warrants activity for the periods presented:
| Weighted | ||||||||
| Average | ||||||||
| # of Warrants | Exercise Price | |||||||
| Warrants as of January 1, 2020 | 14,488,638 | $ | 0.353 | |||||
| Issued | 8,499,994 | $ | 0.353 | |||||
| Warrants as of December 31, 2020 | 22,988,632 | $ | 0.353 | |||||
| Issued | 2,558,333 | $ | 0.537 | |||||
| Cancelled | (7,244,316 | ) | $ | 0.352 | ||||
| Exercised | (9,494,316 | ) | $ | 0.352 | ||||
| Warrants as of December 31, 2021 | 8,808,333 | $ | 0.407 | |||||
10. Stock-Based Compensation
We award restricted stock or stock options as incentive compensation to employees. Generally, these awards include vesting periods of up to three years from the date of grant.
The financial statements do not include any adjustments relating2021 Omnibus Incentive Plan (“2021 Plan”) was adopted by our Board on July 1, 2021. The 2021 Plan provides for the initial reservation of 15 million shares of common stock for issuance, and provides that the maximum number of shares that may be issued pursuant to the recoverabilityexercise of ISOs is 15 million. The number of shares of common stock available for issuance under the 2021 Plan constituted approximately 13.1% of the Company’s fully diluted common shares outstanding as of the date of Board approval, including shares issuable upon the conversion of preferred shares, as calculated on an as-converted basis. On the one-year anniversary date of the 2021 Plan, the number of shares of common stock reserved for issuance thereunder shall automatically increase to 20% of the fully diluted common shares outstanding, including shares issuable upon the conversion of preferred shares, as calculated on an as-converted basis.
In the first quarter of 2021, the Company issued 500,000 restricted shares valued at $155,000 as incentive compensation to two executives who joined the Company. The awards vest after one year of service. Compensation expense related to these awards totaled $155,000 for 2021.
In the fourth quarter of 2021, the Company awarded options for 13,850,000 shares of the Company’s common stock as incentive compensation. One-third of the awarded options vested immediately with the remaining options vesting in two equal annual tranches over the next two years. Vested options may be exercised at any time until their expiration after 10 years at an exercise price of $0.76 per share. Unvested options are forfeited upon termination of employment.
Compensation expense for stock option grants was recognized based on the fair value at the date of grant using the Black-Scholes option pricing model. Key assumptions included a risk-free interest rate ranging from 1.18% to 1.28%, historical volatility ranging from 331% to 643% and classificationan expected life of the stock options ranging from five to six years. We recognized $4.4 million of compensation expense for option awards in 2021. As of December 31, 2021, there was $6.1 million of total unrecognized compensation cost related to options to be recognized over a remaining weighted average period of 24 months.
The following table summarizes options outstanding, as well as activity for the periods presented:
| Number of Options | Weighted Average Grant Date Fair Value | Weighted Average Exercise Price | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2021 | - | $ | - | $ | - | - | ||||||||||
| Granted | 13,850,000 | $ | 0.76 | $ | 0.76 | - | ||||||||||
| Outstanding at December 31, 2021 | 13,850,000 | $ | 0.76 | $ | 0.76 | - | ||||||||||
The remaining weighted average contractual life of exercisable options at December 31, 2021 was 9.8 years.
11. Discontinued Operations
The following is a summary of the carrying amounts of major classes of assets and liabilities that might be necessary shouldof the discontinued operations to assets and liabilities held for sale:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Assets - | ||||||||
| Oil and natural gas properties held for sale, at cost | $ | 1,874,849 | $ | 1,874,849 | ||||
| Accumulated DD&A | (1,874,849 | ) | (1,874,849 | ) | ||||
| Total assets of discontinued operations held for sale | $ | - | $ | - | ||||
| Liabilities | ||||||||
| Accrued liabilities | $ | 48,997 | $ | 31,117 | ||||
| Asset retirement obligations | 52,368 | 56,834 | ||||||
| Revenue payable | 52,117 | 52,117 | ||||||
| Current liabilities of discontinued operations held for sale | 153,482 | 140,068 | ||||||
| Asset retirement obligations - | ||||||||
| Long-term liabilities of discontinued operations held for sale | 162,948 | 144,149 | ||||||
| Total liabilities of discontinued operations held for sale | $ | 316,430 | $ | 284,217 | ||||
The following is a summary of the major classes of line items constituting loss on discontinued operations shown in the consolidated statements of operations:
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue - | ||||||||
| Oil and gas sales | $ | 116,710 | $ | 103,097 | ||||
| Costs and Expenses | ||||||||
| Lease operating expense | 134,590 | 93,709 | ||||||
| Depreciation, depletion & amortization | - | 9,942 | ||||||
| Accretion | 14,333 | 34,796 | ||||||
| Gain on disposal of oil & gas property interests | - | (24,008 | ) | |||||
| Total costs and expenses | 148,923 | 114,439 | ||||||
| Interest expense | - | 22,917 | ||||||
| Loss from discontinued operations | $ | (32,213 | ) | $ | (34,259 | ) | ||
12. Supplemental Cash Flow Information
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash paid for interest | $ | 138,736 | $ | - | ||||
| Cash paid for taxes | - | - | ||||||
| Noncash investing and financing activities: | ||||||||
| Acquisition of certain assets of Halcyon Thruput, LLC | ||||||||
| - issuance of common shares | 2,500,000 | - | ||||||
| - issuance of subordinated note | 850,000 | - | ||||||
| - assumption of Halcyon bank note | 995,614 | - | ||||||
| Series B preferred stock dividend payable | 58,312 | - | ||||||
| Issuance of common stock units previously subscribed | 50,000 | - | ||||||
| Issuances of common shares for exchange or conversion of debt | 2,160,269 | - | ||||||
| Conversion of Series A preferred stock into common stock | 4,975,503 | - | ||||||
13. Earnings (Loss) per Share
The following table is a calculation of the earnings (loss) per basic and diluted share:
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Amounts attributable to Generation Hemp: | ||||||||
| Numerator | ||||||||
| Loss from continuing operations attributable to common stockholders | $ | (9,792,532 | ) | $ | (1,466,555 | ) | ||
| Loss from discontinued operations | (30,196 | ) | (32,114 | ) | ||||
| Less: preferred stock dividends | (74,812 | ) | - | |||||
| Net loss attributable to common stockholders | $ | (9,897,540 | ) | $ | (1,498,669 | ) | ||
| Denominator | ||||||||
| Weighted average shares used to compute basic EPS | 57,159,659 | 17,346,164 | ||||||
| Dilutive effect of convertible note | 1,164,773 | 1,164,773 | ||||||
| Dilutive effect of preferred stock | 55,075,900 | 75,965,819 | ||||||
| Dilutive effect of common stock options | 709,981 | - | ||||||
| Dilutive effect of common stock warrants | 11,022,542 | 14,686,725 | ||||||
| Weighted average shares used to compute diluted EPS | 125,132,854 | 109,163,481 | ||||||
| Earnings (loss) per share: | ||||||||
| Loss from continuing operations | ||||||||
| Basic | $ | (0.17 | ) | $ | (0.08 | ) | ||
| Diluted | $ | (0.17 | ) | $ | (0.08 | ) | ||
| (Loss) income from discontinued operations | ||||||||
| Basic | $ | - | $ | - | ||||
| Diluted | $ | - | $ | - | ||||
| Earnings (loss) per share | ||||||||
| Basic | $ | (0.17 | ) | $ | (0.09 | ) | ||
| Diluted | $ | (0.17 | ) | $ | (0.09 | ) | ||
The computation of diluted earnings per common share excludes the assumed conversion of the Series B Preferred Stock and outstanding convertible notes and exercise of common stock options and warrants in periods when we report a loss. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method.
14. Subsequent Events
Advances under Promissory Note – In the first quarter of 2022, Investment Hunter, LLC, a Texas LLC controlled by our CEO, made advances totaling $449,000 to the Company be unableunder a promissory note due June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10% per annum.
Joint-Venture With Crypt Solutions, Inc. – On January 16, 2022, the Company and Crypt Solutions, Inc., DBA Cryptech Solutions (“Crypt”) a leading player in the cryptocurrency space, executed a Memorandum of Understanding and Letter of Intent to continuebuild “Green Energy” plants and Bitcoin mining complexes that will utilize hemp feedstock as a going concern.fuel source to power Bitcoin mining equipment and offset the draw on power from the local utility.
On February 23, 2022, the Company and Crypt executed the first Letter of Intent that specifically applies to their joint Green Energy project, to be located adjacent to the Company’s current hemp processing facility in Hopkinsville, Kentucky. This first project is being designed for two (2) megawatts of Bitcoin mining, which will include approximately 576 mining machines. The Company's continuationBitcoin mining installation is expected to be running prior to the end of the second quarter 2022. Initial electricity needs for the project will come from the grid or the existing electricity provider until such time as biomass or other renewable methods are installed.
Amendment of Real Estate Purchase Option - On March 25, 2022, the Company’s option that expired January 11, 2022 to purchase the operating facility in Kentucky it leases from Oz Capital, LLC for $993,000 was amended and extended. As amended, the Company may purchase the facility on or before June 30, 2022 for a going concern is dependent upon its abilitypurchase price of $1,293,000. The amended agreement also required the Company to generate sufficient cash flowpay all past due obligations related to meet its obligations onthe facility, including rent, totaling approximately $46,000. This payment was made in April 2022.
* * * * *
Supplemental Oil and Gas Information
(Unaudited)
Oil and Gas Reserve Information. Proved oil and gas reserves are those quantities of crude oil, natural gas, condensate, and NGLs, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a timely basisgiven date forward, from known reservoirs, and ultimatelyunder existing economic conditions, operating methods, and government regulations. Estimated proved developed oil and gas reserves can be expected to attain profitability.be recovered through existing wells with existing equipment and operating methods. The Company intendsreports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method.
Proved oil and gas reserves have been estimated by independent, third-party petroleum engineers, Mire & Associates, Inc. These reserve estimates have been prepared in compliance with the Securities and Exchange Commission rules and accounting standards based on the 12-month unweighted first-day-of-the-month average price for the year.
There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures. The reserve data in the following tables only represent estimates and should not be construed as being exact.
The following reserves schedule sets forth the changes in estimated quantities of proved crude oil reserves:
| Crude Oil (Bbls) | Natural Gas (mcf) | Total (Boe) | ||||||||||
| Total proved reserves: | ||||||||||||
| Balance at December 31, 2019 | 178,440 | 604,590 | 279,205 | |||||||||
| Revisions of previous estimates | (12,900 | ) | (8,520 | ) | (14,320 | ) | ||||||
| Divestiture of Reserves | (140,541 | ) | (576,051 | ) | (236,549 | ) | ||||||
| Production | (5,439 | ) | (6,169 | ) | (6,468 | ) | ||||||
| Balance at December 31, 2020 | 19,560 | 13,850 | 21,868 | |||||||||
| Revisions of previous estimates | (10,895 | ) | (13,247 | ) | (13,102 | ) | ||||||
| Production | (1,675 | ) | (603 | ) | (1,776 | ) | ||||||
| Balance at December 31, 2021 | 6,990 | - | 6,990 | |||||||||
| Proved developed reserves as of: | ||||||||||||
| December 31, 2019 | 30,420 | 132,800 | 52,553 | |||||||||
| December 31, 2020 | 2,660 | - | 2,660 | |||||||||
| December 31, 2021 | 6,990 | - | 6,990 | |||||||||
| Proved undeveloped reserves as of: | ||||||||||||
| December 31, 2019 | 148,020 | 471,790 | 226,652 | |||||||||
| December 31, 2020 | 16,900 | 13,850 | 19,208 | |||||||||
| December 31, 2021 | - | - | - | |||||||||
In May 2020, Lubbock Energy Partners LLC completed the foreclosure of the Company’s remaining ownership interest in the Gap Band property due to seek additional funding through equity offeringsthe Company’s default on its $1.1 million non-recourse promissory note and accrued interest thereon. The decrease in proved quantities for 2020 was due principally to fund its business plan. There is no assurance thatthis disposal and revisions of previous reserve estimates caused by a decrease in average NYMEX-WTI oil and Henry Hub natural gas prices.
The decrease in proved quantities for 2021 was due principally to revisions of previous reserve estimates after undeveloped reserves were determined to be non-economic.
Costs Incurred in Oil and Natural Gas Property Acquisitions and Development Activities. Costs incurred by the Company will be successful in raising additional funds. oil and natural gas acquisitions and development are presented below:
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Acquisitions: | ||||||||
| Proved | $ | - | $ | - | ||||
| Unproved | - | - | ||||||
| Exploration | - | - | ||||||
| Development | - | - | ||||||
| Costs incurred | $ | - | $ | - | ||||
Capitalized Costs. The following table sets forth the capitalized costs and associated accumulated depreciation, depletion, and amortization relating to the Company’s oil and gas acquisition, exploration, and development activities:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Proved properties | $ | 621,198 | $ | 621,198 | ||||
| Unproved properties | 1,253,651 | 1,253,651 | ||||||
| 1,874,849 | 1,874,849 | |||||||
| Accumulated DD&A and impairment | (1,874,849 | ) | (1,874,849 | ) | ||||
| Total | $ | - | $ | - | ||||
Future Net Cash Flows. Future cash inflows as of December 31, 2021 and 2020 were calculated using an unweighted arithmetic average of oil and gas prices in effect on the first day of each month in the respective year, except where prices are defined by contractual arrangements. Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation. Future development costs include abandonment and dismantlement costs.
The following table sets forth unaudited information concerning future net cash flows for proved oil and gas reserves, net of income tax expense. Income tax expense has been computed using expected future tax rates and giving effect to tax deductions and credits available, under current laws, and which relate to oil and gas producing activities. This information does not purport to present the fair market value of the Company’s oil and gas assets, but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used.
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Future cash inflows | $ | 454,030 | $ | 775,230 | ||||
| Future production costs | (278,870 | ) | (281,420 | ) | ||||
| Future development costs | (34,280 | ) | (284,450 | ) | ||||
| Future income tax expense | - | - | ||||||
| Future net cash flows | 140,880 | 209,360 | ||||||
| 10% annual discount for estimated timing of cash flows | (72,250 | ) | (145,600 | ) | ||||
| Discounted future net cash flows | $ | 68,630 | $ | 63,760 | ||||
The Company has evaluated all subsequent events throughfollowing table sets forth the dateprincipal sources of change in the financial statements were issued, per the requirements of ASC Topic 855, and has determined that there are no additional events to report.discounted future net cash flows:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Balance, beginning of period | $ | 63,760 | $ | 3,445,660 | ||||
| Sales, net of production costs | (17,880 | ) | 9,388 | |||||
| Net change in prices and production costs | 281,375 | (314,633 | ) | |||||
| Changes in future development costs | (226,800 | ) | (204,332 | ) | ||||
| Previously estimated development costs incurred during the period | - | - | ||||||
| Revision of quantities | (38,201 | ) | (176,729 | ) | ||||
| Accretion of discount | 6,376 | 344,566 | ||||||
| Sales of minerals in-place | - | (3,040,160 | ) | |||||
| Balance, end of period | $ | 68,630 | $ | 63,760 | ||||
* * * * *
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSUREChanges in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. CONTROLS AND PROCEDURES.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management’s Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assuranceover financial reporting, as defined in Rule 13a-15(f) of the 1934 Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
As a result of this assessment, management identified a material weakness in internal control over financial reporting related to the accounting for business combination transactions. Management has concluded that this deficiency constitutes a material weakness. Notwithstanding the material weakness, the Company’s management has concluded that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post closing procedures in an effort to ensure our consolidated financial statements, included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report2021 Annual Report on Form 10-K, fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.presented in conformity with generally accepted accounting standards.
Management Plans to Remediate Material Weakness. The Company has begun the process of designing and maintaining adequateimplementing effective internal control measures to improve its internal controls over financial reporting as defined in Rule 13a-15(f) underand remediate the Securities Exchange Actreported material weakness. The Company’s efforts include implementing additional reviews of 1934, as amended. Our management assessedbusiness combination transactions and modifying the effectivenessCompany’s instructions to valuation specialists and reviews of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management usedtheir workproduct. We will consider the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. A material weakness isremediated after the applicable controls operate for a deficiency, or a combinationsufficient period of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:
Changes in Internal Control Over Financial ReportingReporting. We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.
There have beenwere no changes in our internal control over financial reporting through the date of this report or during the yearquarter ended December 31,
Limitations on Controls. Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management plans to seek a candidate who would serve as a consultant to assist management in improvements indoes not expect, however, that our disclosure controls and procedures and inor our internal control over financial reporting. We anticipatereporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the consultant will help to oversee our financial reporting and tracking documentation of all transactions.Company have been detected.
Item 9B. OTHER INFORMATION.Other Information
None.
Item 9C. Disclosures Regarding Foreign Jurisdiction that Prevent Inspections
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.Directors, Executive Officers and Corporate Governance
The following persons are our executive officers and directors and hold the offices set forth opposite their respective ages and positions as of the date of this prospectus are as follows:names.
| Name | Age | Position | ||
| Melissa Pagen | 46 | Senior Vice President, Corporate Development of the Company | ||
| Jack Sibley | 37 | Vice President, Operations of the Company, and | ||
| Watt Stephens | 37 | Vice President, Corporate Development of the Company and Secretary of GENH Halcyon | ||
| Joe McClaugherty | 70 | Lead Director | ||
| Gary D. Elliston | 68 | Director | ||
| John Harris | 73 | Director |
The following is a graduatebrief account of the business experience of each of our directors and executive officers:
Gary C. Evans, Chairman of the Board and Chief Executive Officer.Gary C. Evans is a serial entrepreneur. Mr. Evans previously led Magnum Hunter Resources Corporation for seven years, a NYSE listed public energy company specializing in unconventional resource plays predominately in the Appalachian Basin. Mr. Evans was also founder and CEO of Eureka Hunter Holdings, LLC, a mid-stream gas gathering company transporting and managing up to 1 BCF of daily natural gas volumes from wells producing in West Virginia and Ohio on approximately 200 miles of newly constructed pipeline during the similar seven-year period. Additionally, Mr. Evans previously founded and served as the Chairman and Chief Executive Officer of Magnum Hunter Resources Inc. (MHRI), a NYSE listed company, for twenty years before selling MHRI to Cimarex Energy for approximately $2.2 billion in June 2005. Later that year, Mr. Evans formed Wind Hunter Energy, LLC, a renewable energy company which was subsequently acquired in December 2006 by GreenHunter Energy, Inc., an emerging water resource company focusing on oil field water management and clean water technologies active in the Marcellus and Utica resource plays in Appalachia. As founder, Mr. Evans has served as Chairman and Chief Executive Officer of GreenHunter Energy, Inc. since December 2006 until May 2016 upon the sale of its assets to a private equity fund.
Throughout his career, Mr. Evans has raised various forms of capital on Wall Street that has exceeded $6 Billion. Mr. Evans serves as a Director of Novavax Inc., a NASDAQ listed clinical-stage vaccine biotechnology company (Covid-19 Vaccine) with a market capitalization of approximately $20 Billion, where he has previously served as Chairman, CEO and Lead Director. Mr. Evans was recognized by Ernst and Young as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst & Young Entrepreneurs. Mr. Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO’s. Mr. Evans was chosen as the Best CEO in the “Large Company” category by Texas Top Producers in 2013. He additionally won the Deal Maker of the Year Award in 2013 by Finance Monthly. Mr. Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University and speaks regularly at energy industry conferences and on national television networks around the world on the current affairs of the energy industry.
Melissa Pagen, Senior Vice-President, Corporate Development of the Company. Prior to joining Generation Hemp, Inc., Melissa Pagen built over twenty years of professional and executive experience in managerial and officer positions in several industries - both in the private and public sectors. With a demonstrated history in consumer goods, business development, investor relations, and industrial technologies, Melissa brings a unique combination of talents to the company. She developed and launched start-up companies in ecommerce, nutraceuticals, and the energy sector. In June 2019, Melissa was brought on by Gary C. Evans to help launch Generation Hemp, Inc., although her working tenure with Mr. Evans first began in 2013. In October 2019, she was brought on full-time as an officer of Generation Hemp, Inc.
From 2016 - 2019 in Los Angeles, Melissa helped develop, launch, and reorganize companies in ecommerce, nutraceuticals, and medical practices through her advising company Root LLC/Root Endeavor LLC. This included working with founders and teams on branding, marketing, product development, packaging, operations, staff reorganization, and optimizing efficiencies. In mid 2013 through 2015, Melissa began working under Gary C. Evans at Green Hunter Resources, Inc., a publicly traded company, where she started as Water Treatment Specialist/Account Executive, then moved into the position of Assistant Vice President, Investor Relations, and ultimately Vice President, Business Development, where she negotiated and secured multi-million-dollar contracts with large E&P companies for water treatment and handling, then oversaw those relationships. During her time in the energy sector, Melissa did several public speaking engagements for industry organizations, which helped earn her the honor of a WING Award (Women In Natural Gas) by Shale Media Group in 2014. Before beginning work with Mr. Evans, Melissa founded her own environmental remediation business in the Bakken Shale of North Dakota from 2012 - 2013. From 2010 - 2012, Melissa worked as Vice President, Marketing and Sales for Sionix Corporation, a publicly traded company in water treatment technology. Following the Tsunami in 2011, Melissa traveled to Japan to participate in discussions to address urgent water treatment issues and potential solutions in the wake of the Fukushima disaster. In 2001, Melissa began her career in the film industry, in development for Radar Pictures, Inc. (f/k/a Interscope Communications [Pictures]). She then worked with a female television Producer from 2004 - 2009. Working alongside creative executives and teams in the Film industry, she developed skills in writing, project management, and visual storytelling that would ultimately contribute to a number of future roles in helping companies develop branding, messaging, marketing, and investor relations. Melissa earned a Bachelor of Arts degree from University of California, Los Angeles where she graduated summa cum laudelaude.
Jack Sibley, Vice President, Corporate Development of the Company, and Co-CEO of GENH Halcyon. Prior to joining Generation Hemp, Jack Sibley was a founding partner of OZ Capital, LLC, an Opportunity Zone Investment fund focused on operating businesses within Opportunity Zone designations. In his roll at OZ Capital, Jack oversaw the operations of its portfolio investments, including Halcyon Thruput, an industrial hemp processing company located in Hopkinsville, Kentucky. As an executive, Jack has worked alongside management teams to implement creative, innovative solutions to complex business issues, identify growth verticals and maximize stakeholder value. Prior to OZ Capital, Jack served as Vice President at Sovrano LLC, a Private Equity company focused in Food & Beverage. Jack also co-founded and served as President of Bamboo Juices, LLC in Atlanta, GA from 2014 - 2016. He received an MBA from The University of Georgia’s Terry College of Business in 2014 with concentrations in Finance and Marketing. Jack graduated with a BA in International Affairs from The University of Georgia in 2007.
Watt Stephens, Secretary of GENH Halcyon. Watt began his career as a credit analyst with Frost Bank in 2007, in this role he underwrote countless credit requests in various industries including commercial & industrial, energy and real estate. He then moved into a leadership position being tapped to run business development for a newly formed group focused on complex credit relationships. After almost 10 years at Frost Bank, Watt went back to school to earn his MBA and focus on his goal of launching his own business. In 2018, Watt teamed up with Jack Sibley to form OZ Capital LLC, an opportunity zone focused venture capital fund based in Fort Worth. OZ Capital founded and funded Halcyon Thruput in 2019. Watt and Jack stepped in as Co-CEO’s mid-way through 2020 and subsequently sold the business to Generation Hemp at the beginning of 2021. Watt earned his BS ’07 from SMU and MBA ’17 from SMU’s Cox School of Business.
Joe L. McClaugherty, Director. Mr. McClaugherty previously served as a director of Magnum Hunter Resources Corporation from 2006 through 2016 where he served as Lead Director during the last three years of his tenure. Mr. McClaugherty is a senior partner of McClaugherty & Silver, P.C., a full-service firm engaged in the practice of civil law, located in Santa Fe, New Mexico. He has practiced law for 40 years and has had a Martindale-Hubbell rating of AV Preeminent for over 20 years and is a Fellow of the International Academy of Trial Lawyers. Prior to founding McClaugherty & Silver, P.C. in 1992, he was the Managing Partner of the Santa Fe office of Kemp, Smith, Duncan & Hammond, and, earlier, of Rodey, Dickason, Sloan, Akin & Robb. Mr. McClaugherty has served on numerous boards of both international and domestic companies. He received a BBA with Honors from the University of Texas A&M in Corpus Christi.1973 and a JD with Honors from the University of Texas School of Law in 1976. He is admitted to the Bars of the State of New Mexico, Texas and Colorado, as well as the Federal Bars of the Districts of New Mexico and Colorado, the Tenth Circuit Court of Appeals and the United States Supreme Court. The Company believes that it benefits from Mr. McClaugherty’s business and law degrees from the University of Texas at Austin, his approximately 40 years of legal experience in a real estatebroad-based civil practice and his extensive business experience on boards of both international and domestic companies.
Gary D. Elliston, Director.Mr. Elliston is the senior founding partner of DeHay & Elliston, L.L.P. where he specializes in the areas of toxic tort, commercial litigation, and professional and product liability litigation. He graduated cum laude from Howard Payne University in 1975, and as a Hatton W. Sumners Foundation Scholar, cum laude, from Southern Methodist University Law School in 1978. In 2007, he received an Honorary Doctorate of Humanities from Howard Payne University. He has served as a member of numerous professional, community and charitable organizations He is licensed to practice law in five states and actively tries cases around the US. He has been recognized multiple years as a Texas Super Lawyer and Best Lawyers in America.
John Harris, Director. Mr. Harris is currently a private investor Colorado licensed Employing Broker,in a cannabis growing operation based in southern California. Mr. Harris previously served as a member of the senior leadership team at EDS for approximately 25 years. He is also the former President and CEO of eTelecare Global Solutions; a $300M private equity backed business process outsourcing (“BPO”) company. Prior to eTelecare, Mr. Harris was President and CEO of Seven World Wide, a $400 million private equity backed Marketing Services BPO Company with operations in North America and the United Kingdom. Mr. Harris is a graduate of the University of West Georgia where he earned both a BBA and MBA. He currently serves on the Board of Advisors to the Richardson School of Business at the University of West Georgia. Mr. Harris has held board positions with a number of public and private telecommunications and technology services companies, and currently sits on the board of The Hackett Group. Mr. Harris’s experience as a senior executive and board member at a variety of global companies coupled with his recent experience as an investor in the cannabis space makes him an important asset as we grow and expand the Company’s business.
Involvement in Certain Legal Proceedings
In March 2016, during Mr. Evans’ tenure as interim CEO of GreenHunter Resources, Inc. that company and certain of its subsidiaries (namely, GreenHunter Water, LLC; Hunter Disposal, LLC; Ritchie Hunter Water Disposal, LLC; Hunter Hauling, LLC; White Top Oilfield Construction, LLC; Blackwater Services, LLC; Virco Realty, LLC; Little Muskingum Drilling, LLC; Blue Water Energy Solutions, LLC; GreenHunter Wheeling Barge, LLC; GreenHunter Environmental Solutions, LLC; and MAG Tank Hunter, LLC) filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code. GreenHunter Resources, Inc. sought protection in large part because of the cyclical downturn in the commodity prices of both oil and natural gas which had a direct effect on all oil field service companies. GreenHunter Resources, Inc.’s assets were subsequently sold to a private equity group, which allowed predominately all secured indebtedness to be fully repaid.
In December 2015, during Mr. Evans’ tenure as CEO of Magnum Hunter Resources Corporation, that company filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code in Delaware (In re Magnum Hunter Resources Corporation, et al., included the following debtors in addition to Magnum Hunter Resources Corporation, each of which was a directly or indirectly owned subsidiary of Magnum Hunter Resources Corporation: Alpha Hunter Drilling, LLC; Bakken Hunter Canada, Inc.; Bakken Hunter, LLC; Energy Hunter Securities, Inc.; Hunter Aviation, LLC; Hunter Real Estate, LLC; Magnum Hunter Marketing, LLC; Magnum Hunter Production, Inc.; Magnum Hunter Resources GP, LLC; Magnum Hunter Resources, LP; Magnum Hunter Services, LLC; NGAS Gathering, LLC; NGAS Hunter, LLC; PRC Williston LLC; Shale Hunter, LLC; Triad Holdings, LLC; Triad Hunter, LLC; Viking International Resources Co., Inc.; and Williston Hunter ND, LLC). This filing was due in large part to the precipitous commodity cycle downturn which saw the price of natural gas and crude oil reach lows not seen for over a decade. Magnum Hunter Resources Corporation subsequently emerged from bankruptcy with no indebtedness in May 2016 under Mr. Evans’ leadership. The company has since merged with Southwestern Energy Company (NYSE: SWN).
Board of Directors
Our board of directors currently consists of four members, including our Chairman and Chief Executive Officer. In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board of directors’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the board of directors to fulfill their duties. Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.
Independent Directors
Under NASDAQ Marketplace Rule 5605(a)(2), a director will not be considered an “independent director” if, such director at any time during the past three years was an employee of the Company, or if a director (or a director’s family member) accepted compensation from the Company (other than compensation for board or board committee service) in excess of $120,000 during any twelve-month period within the three years preceding the determination of independence. In addition, a director will not qualify as an “independent director” if, in the opinion of our Board of Directors, that person has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. As of the Effective Date, each of Messrs. McClaugherty, Harris, and Elliston will be an “independent director” within the meaning of Nasdaq Marketplace Rule 5605(a)(2). In addition, there will be no family relationships among any of the directors or executive officers of the Company.
Committees of the Board of Directors
We have an audit committee, compensation committee and nominating and corporate governance committee of our board of directors, and may have such other committees as the board of directors shall determine from time to time. Each of the standing committees of the board of directors has the composition and responsibilities described below.
Audit Committee
A minimum of two individuals serves as the members of our audit committee. As required by the rules of the Commission and listing standards of the NASDAQ, where we currently anticipate applying to have our Common Stock listed, the audit committee will consist solely of independent directors within one year of the listing date. Commission rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. John Harris satisfies the definition of “audit committee financial expert”.
The audit committee oversees, reviews, acts on and reports on various auditing and accounting matters to our Board, including: the selection of our independent registered public accounting firm, the scope of our annual audits, fees to be paid to the independent registered public accounting firm, the performance of our independent registered public accounting firm and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the Commission and the NASDAQ.
Compensation Committee
A minimum of three individuals serves as members of our compensation committee. Our compensation committee reviews and recommends policies relating to compensation and benefits of our directors and employees and is certifiedresponsible for approving the compensation of our Chief Executive Officer and other executive officers. We have adopted a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the Commission and NASDAQ.
Nominating and Corporate Governance
A minimum of three individuals serves as members of our nominating and corporate governance committee. Our nominating and corporate governance committee selects or recommends that the Board select candidates for election to workour Board, develops and recommends to the Board corporate governance guidelines that will be applicable to us and oversee board of director and management evaluations. We have adopted a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with property management, short salesthe rules of the Commission and bank owned properties.
Code of Business Conduct and Ethics
Our Board adopted a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NASDAQ. Any waiver of this code may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NASDAQ. Copies of the Code of Conduct and Financial Code of Ethics are available on our website at https://www.genhempinc.com/ under “Investors.” Information on our website is not incorporated by reference into this annual report or any other filing we file with or furnish to the SEC. Shareholders may also obtain electronic or printed copies by sending a written request to 8533 Midway Road, Dallas, Texas 75209 or by emailing gevans@genhempinc.com,
Lead Independent Director
If at any time, the offices of Chairman of the Board and Chief Executive Officer are held by the same person, we intend that the independent members of the Board will elect on an annual basis with a majority vote an independent director to serve in a lead capacity (the “Lead Independent Director”). The Lead Independent Director coordinates the activities of the other independent directors and perform such other duties and responsibilities as the Board may determine. The Board has adopted a Lead Independent Director Charter defining the Lead Independent Director’s primary duties in a manner consistent with the rules of the Commission and NASDAQ. The Board has selected Mr. McClaugherty to serve as Lead Independent Director.
Corporate Governance Guidelines
After the Effective Date, we anticipate that the Board will adopt corporate governance guidelines in accordance with the corporate governance rules of the NASDAQ.
Item 11. EXECUTIVE COMPENSATION.Executive Compensation
Narrative Disclosures
Employment, Severance or Change in Control Agreements. We currently do not maintain any employment, severance or change in control agreements with our named executive officers. In addition, our named executive officers are not entitled to any payments or other benefits in connection with a termination of employment or a change in control.
Retirement Benefits. We have not maintained, and do not currently intend to maintain, a defined benefit pension plan or nonqualified deferred compensation plan.
Compensation of Named Executive Officers
The following table contains compensation data for our named executive officers for the fiscal years ending December 31, 2021 and 2020.
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | Option Awards | Total Received(2) | |||||||||||||||||
| Gary C. Evans(1) | 2020 | $ | 41,538 | $ | — | $ | — | $ | — | $ | 41,538 | ||||||||||||
| Chief Executive Officer | 2021 | $ | 401,294 | 610,000 | $ | 6,079,586 | $ | 7,090,880 | |||||||||||||||
| Melissa M. Pagen | 2020 | $ | 115,383 | $ | — | $ | — | $ | — | $ | 115,383 | ||||||||||||
| Managing Director, Chief Branding Officer, Corporate Secretary (3) | 2021 | $ | 117,000 | — | $ | 759,948 | $ | 876,948 | |||||||||||||||
| Jack Sibley(3) | 2020 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Vice President, Corporate Development of the Company, and Co-CEO of GENH Halcyon | 2021 | $ | 164,904 | — | 77,500 | $ | 569,961 | $ | 812,365 | ||||||||||||||
| Watt Stephens(3) | 2020 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Managing Director, Vice President, Corporate Development of the Company and Secretary of GENH Halcyon | 2021 | $ | 164,904 | — | 77,500 | $ | 569,961 | $ | 812,365 | ||||||||||||||
| (1) | Mr. Evans elected to reduce his annual salary from $360,000 for 2020. His base salary was restored in 2021. |
| (2) | Amount reflects total compensation received for calendar year. |
| (3) | Mr. Sibley and Mr. Watt joined the Company on January 11, 2021. Each receive a base annual salary of $175,000. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information relating to the unexercised stock options and the unvested stock awards for the Named Executive Officers as of December 31, 2021. Each award to each Named Executive Officer is shown separately, with a footnote describing the award’s vesting schedule.
| Stock Option Awards | Restricted Stock Awards | |||||||||||||||||||||
| Number of Securities Underlying | Shares of Restricted Stock | |||||||||||||||||||||
| Unexercised Options | Option | Option | That Have Not Vested | |||||||||||||||||||
| Name | Exercisable | Unvested | Exercise Price | Expiration Date | Number | Market Value | ||||||||||||||||
| Gary C. Evans | 2,666,667 | 5,333,333 | $ | 0.76 | 10/29/2031 | — | $ | — | ||||||||||||||
| Melissa M. Pagen | 333,333 | 666,667 | $ | 0.76 | 10/29/2031 | — | $ | — | ||||||||||||||
| Jack Sibley | 250,000 | 500,000 | $ | 0.76 | 10/29/2031 | 250,000 | $ | 77,500 | ||||||||||||||
| Watt Stephens | 250,000 | 500,000 | $ | 0.76 | 10/29/2031 | 250,000 | $ | 77,500 | ||||||||||||||
Compensation of Directors
Attracting and retaining qualified non-employee directors is critical to the future value growth and governance of our Company. A significant portion of the total compensation policy. package for our non-employee directors is equity-based to align the interest of these directors with our stockholders.
Directors may bewho are also our employees will not receive any additional compensation for their service on our Board.
Directors are reimbursed for their(i) travel and miscellaneous expenses incurredto attend meetings and activities of our Board or its committees; and (ii) travel and miscellaneous expenses related to such director’s participation in general education and orientation programs for attending eachdirectors.
The following table summarizes the compensation awarded or paid to the members of the board of directors, meeting and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No policy or payment precludes any director from serving us in any other capacity and beingwho were compensated for board service beginning with their election to the service. Membersboard of special or standing committees may be allowed reimbursement and compensation for attending committee meetings. Duringdirectors in the yearsfiscal year ended December 31,
| Nature of Director Fees | ||||||||||||||||
| Director Name | Director | Committee | Option Awards (1) | Total | ||||||||||||
| Joe McClaugherty | $ | — | $ | — | $ | 379,974 | $ | 379,974 | ||||||||
| Gary D. Elliston | — | — | 379,974 | 379,974 | ||||||||||||
| John Harris | — | — | 379,974 | 379,974 | ||||||||||||
| Gary C. Evans | — | — | — | — | ||||||||||||
| All directors as a group | $ | — | $ | — | $ | 1,139,922 | $ | 1,139,922 | ||||||||
| (1) | Each of the directors were granted options for the purchase of 500,000 shares of the Company’s common stock. One-third of the awarded options vested immediately with the remaining options vesting in two equal annual tranches over the next two years. Vested options may be exercised at any time until their expiration after 10 years at an exercise price of $0.76 per share. |
The table above does not include the amount of any expense reimbursements paid to the above directors. Mr. Evans does not receive any additional compensation for serving on the Board of Directors other than the compensation described in the Summary Executive Compensation Table, above.
Item 12. Security Ownership of Certain Beneficial Owners and the date of this report, none of our directors were paid any fees to attend director meetings.
The following table sets forth certain information concerning compensation paidregarding beneficial ownership of our officer during years ended 2016, 2015, 2014 and 2013. Mr. Wiegand received no compensation prior. Going forward, Mr. Wiegand will receive a salary plus a commission based upon a percentageCommon Stock, as of gross sales, however, no written compensation agreement has been executed.
Except as indicated in connections with this arrangement and we may change the arrangement at any time.
is: C/O Generation Hemp, Inc., 8533 Midway Road, Dallas, Texas 75209.
Title of Class | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Ownership |
| Common Stock | Corey Wiegand | 6,700,000 | 50.7 % |
| Common Stock | Bristlecone Associates, LLC 16200 West County Road 18E Loveland, CO 80537 | 3,000,000 | 22.7% |
| Common Stock | All Executive Officers and Directors as a Group (1 person) | 6,700,000 | 50.7% |
| Name of Beneficial Owner | Amount and Nature of Ownership (1) | Percent of Voting Securities (2) | ||||||
| 5% Stockholders: | ||||||||
| Satellite Overseas (Holdings) Limited(3) | 26,263,144 | 23.2 | % | |||||
| Corey Wiegard | 6,254,843 | 5.5 | % | |||||
| OZG Agriculture KY, LP | 6,250,000 | 5.5 | % | |||||
| Directors and Named Executive Officers: | ||||||||
| Gary C. Evans | 37,161,970 | 32.9 | % | |||||
| Melissa Pagen | - | - | % | |||||
| Jack Sibley(4) | 6,500,000 | 5.7 | % | |||||
| Watt Stephens(4) | 6,500,000 | 5.7 | % | |||||
| Gary Elliston | 4,090,909 | 3.6 | % | |||||
| John Harris | 284,090 | 0.3 | % | |||||
| Joe McClaugherty | 1,814,142 | 1.6 | % | |||||
| All officers and directors as a group | 50,101,111 | 44.3 | % | |||||
| (1) | |
Beneficial |
| (2) |
| (3) | Satellite Overseas (Holdings) Limited (“SOHL”) is the record holder of | |
| (4) | Because of the relationship of Messrs. Sibley and Stephens to OZG Agriculture KY, LP, Messrs. Sibley and Stephens may be deemed indirect beneficial owners of the 6,250,000 shares of common stock owned by OZG Agriculture KY, LP. | |
Item 13. Certain Relationships and Related Persons Transactions
Board Role in Risk Oversight
Our Board of Directors is responsible for the year endedoversight of the Company’s risk management efforts. Members of management are responsible for particular areas of risk for the company and provide presentations, information and updates on risk management efforts as requested by our Board.
Family Relationships
There are no family relationships among our executive officers and directors.
Related Transactions
Home Treasure Finders Merger – On November 27, 2019, Generation Hemp, Inc. (f/k/a Home Treasure Finders, Inc.) (“HTF”) completed the purchase of approximately 68% of the common stock of Energy Hunter Resources, Inc. (“EHR”) through the issuance of 6,328,948 shares of the Company’s Series A Preferred Stock (“Series A Preferred”). Each share of the Series A Preferred; (a) converts into 12 shares of Common Stock, (b) possesses full voting rights, on an as-converted basis, with the Common Stock, and (c) has no dividend rate. The acquisition, together with the other transactions contemplated by the Stock Purchase Agreement, dated August 15, 2019 are referred to herein as the “Transaction”. In connection with the closing of the Transaction, HTF changed its name to Generation Hemp, Inc. The Transaction was accounted for as a reverse merger, whereby EHR is considered to be the accounting acquirer and became a majority-owned subsidiary of the Company. Accordingly, the Company’s historical financial statements prior to the reverse merger were replaced with the historical financial statements of EHR prior to the reverse merger and in this and all future filings with the U.S. Securities and Exchange Commission.
Upon completion of the Transaction, Gary C. Evans, previous Chairman and Chief Executive Officer of Energy Hunter Resources, Inc., became Chairman of the Board of Directors and Chief Executive Officer. In addition, through this Transaction, Mr. Evans and Mr. McClaugherty, acquired their ownership of the Series A Preferred. In the third quarter of 2021, the Company issued 75,947,376 common shares for the conversion of all outstanding shares of its Series A Preferred. Mr. Evans and Mr. McClaugherty received 36,000,000 and 1,743,120 shares of the Company’s common stock, respectively, in exchange for their Series A Preferred.
2021 Issuances of Common Stock Units – In the first quarter of 2021, the Company issued 800,000 common stock units for total proceeds of $400,000. Each common stock unit consists of one share of common stock and a warrant for the purchase of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary of its issuance. Mr. Evans purchased 100,000 commons stock units in this issuance.
Subordinated Promissory Note to Gary C. Evans – Gary C. Evans made advances of $490,000 to the Company during 2020 under a subordinated promissory note initially due September 30, 2021. This note was amended to a new maturity date of June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10% per annum. The outstanding amount of this this subordinated promissory note was $523,551 and accrued interest totaled $7,602 at December 31, 2016, Corey Wiegand deferred cash collection of $19,090 from2021.
Convertible Promissory Note to Gary C. Evans – In 2021, Gary C. Evans made advances totaling $410,000 to the Company under a convertible promissory note. The convertible note matured on January 1, 2022 but was subsequently amended to cover current expenses. $5,193 was paid backextend the maturity date to him.
Advances under Promissory Note – In the first quarter of 2022, Investment Hunter, LLC, a Texas LLC controlled by our Gary C. Evans, made advances totaling $439,000 to the Company under a promissory note due June 30, 2022. If the Company raises new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10% per annum.
December 2020 Issuance of Series B Preferred Stock Units – On December 30, 2020, the Company sold to certain accredited investors, including Gary C. Evans (50 shares), CEO and chairman, and Gary Elliston (25 shares), one of our incoming directors, an aggregate of 135 preferred stock units comprised of (i) one share of Series B Redeemable Convertible Preferred Stock, no par value, and (ii) one warrant exercisable for 50,000 shares of common stock of the Company. On March 9, 2021, Mr. Elliston exercised cash warrants received by him in the Company's bank account to cover expenses. $1,000Series B Preferred Stock Unit issuance for 1,250,000 shares of common stock.
Gary C. Evans Convertible Note with EHR. In October and December of 2019, Mr. Evans advanced EHR $370,770 under a convertible note bearing interest at 10% per annum. This note, including accrued interest, was paid back to him.converted into 1,061,970 shares of common stock on December 31, 2019.
EHR Series C Preferred Stock – In the third quarter of 2019, EHR raised $850,000 of additional funding through the issuance of 34,000 shares of EHR Series C Preferred Stock. The EHR Series C Preferred Stock converted into 2,414,773 shares of EHR’s common stock upon completion of the Transaction. These common shares were initially accounted for as non-controlling interests in EHR. In an exchange transaction effective November 27, 2019, the Company acquired these non-controlling interests representing approximately 26% of the ownership of EHR through the issuance of 2,414,773 shares of Company common stock and 14,488,638 warrants for the purchase of Company common stock. The warrants have an exercise price of $0.352 per share and expire on November 27, 2021. The warrants may be redeemed beginning October 1, 2020 for $0.0001 per warrant at the Company’s option with 30-days advanced notice should the volume weighted average price exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. One-half of the warrants have a cashless exercise feature.
In connection with the exchange transaction, on November 27, 2019, John Harris obtained beneficial ownership of 71,022 shares of common stock, 213,068 cash warrants, and 213,068 cashless warrants. On February 26, 2021, the cash warrants were exercised for the purchase of 213,068 shares of common stock. Also, at the time of the exchange, Gary Elliston received 710,227 shares of common stock, 2,130,682 cash warrants, and 2,130,682 cashless warrants. On March 9, 2021, Mr. Elliston exercised all of his cash warrants and received 2,130,682 shares of common stock. Lastly, at the time of the exchange, Joe McClaugherty received 71,022 shares of common stock, 213,068 cash warrants, and 213,068 cashless warrants. On November 23, 2021, Mr. McClaugherty exercised all of his cash warrants and received 213,068 shares of common stock.
Warrant Exercises – In the fourth quarter of 2021, the Company received $375,000 for the exercise of 1,065,340 outstanding warrants. Mr. Evans exercised warrants that he had acquired from an unrelated stockholder. Mr. Evans received 852,272 shares of the Company’s common stock for total proceeds of $300,000.
Option Grants – In the fourth quarter of 2021, the Company awarded options for 13,850,000 shares of the Company’s common stock as incentive compensation. One-third of the awarded options vested immediately with the remaining options vesting in two equal tranches over the next two years. Vested options may be exercised at any time until their expiration after 10 years. Unvested shares are forfeited upon termination of employment. Mr. Evans received options for 8,000,000 shares of the Company’s common stock in this issuance. Messrs. McClaugherty, Elliston and Harris each received options for 500,000 of the Company’s common stock in this issuance.
Other Related Party Transactions
Please see Note 5 to our audited consolidated financial statements contained in Item 8 of Part II of this Annual Report on Form 10-K for a description of certain other transactions with related parties, which descriptions are incorporated by reference herein.
Director Independence
See Item 10. “Directors, Executive Officers and Corporate Governance” for information regarding our directors and independence requirements applicable for the Board of Directors and its committees.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPrincipal Accountant Fees and Services
Our independent public accounting firm is Marcum LLP, Houston, Texas, PCAOB Auditor ID 688.
The following table sets forth the fiscal year ended December 31, 2016, we incurred approximately $24,000 in fees to our principal independent accountantspaid by us for professional services rendered in connection with the audit and reviews ofother services provided by our financial statements for fiscalauditor, Marcum, LLC during the years ended December 31, 2016.2021 and 2020:
| 2021 | 2020 | |||||||
| Audit fees (1) | $ | 283,050 | $ | 212,250 | ||||
| Audit related fees (2) | - | - | ||||||
| Tax fees (3) | - | - | ||||||
| All other fees | - | - | ||||||
| Total fees | $ | 283,050 | $ | 212,250 | ||||
| (1) | Audit Fees: This category represents the aggregate fees billed for professional services rendered by the principal independent accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years. |
| (2) | Audit Related Fees: This category consists of the aggregate fees billed for services by our independent consultant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” |
| (3) | Tax Fees: This category consists of the aggregate fees billed for professional services rendered by the principal independent consultant for tax compliance, tax advice, and tax planning. |
Audit Committee Pre-Approval Policies and Procedures
The audit committee charter of our principal independent accountants for professional services rendered in connection withboard of directors requires the audit committee to pre-approve all audit services and reviewspermitted non-audit services (other than de minimis non-audit services as defined by the Sarbanes-Oxley Act of our financial statements for fiscal years ended December 31, 2015.
Item 15. Exhibits and $0, respectively.Financial Statement Schedules
(a) The following documents are filed as part of this Report:
(b) Exhibits:
| 101.INS | Inline XBRL | |
| Inline XBRL | ||
| Inline XBRL Taxonomy Extension | ||
| Inline XBRL Taxonomy Extension | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| Cover Page Interactive Data File (formatted as Inline XBRL |
| ** | Exhibit filed herewith |
| # | Constitutes a management compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENERATION HEMP, INC. (Registrant) | |||
DATE: April 12, 2022 | By: | /s/ | Gary C. Evans |
| Gary C. Evans | |||
| Chairman and Chief Executive Officer | |||
37