Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  

Tech Center Drive


On September 13, 2017, MediFarm So Cal Inc. (“MediFarm So Cal”), a wholly-owned subsidiary of the Company acquired all assets of Tech Center Drive LLC (“Tech Center Drive”),  and majority control of 55 OC Community Collective Inc (“55 OC”). The acquisition of Tech Center Drive and 55 OC was accounted for in accordance with ASC 805-10, “Business Combinations.” 55 OC is a mutual benefit corporation which holds a cannabis license with the City of Santa Ana in the State of California. MediFarm So Cal manages the dispensary under the license of 55 OC. Control of 55 OC was obtained by the Company’s CEO and Treasurer holding two of the three Board seats of 55 OC and through the management contract held by MediFarm So Cal. The Company acquired inventory, property, equipment and leasehold improvements and a management service agreement which allows for Tech Center Drive to purchase the medical marijuana dispensary license of 55 OC.


During the third quarter of 2018, the Company recorded a $6.3 million adjustment to reflect the fair value of the management services agreement. The adjustment resulted in an increase to goodwill, a decrease in other intangible assets and a $434,114 decrease in amortization expense. The measurement period was closed during the third quarter of 2018. The following table summarizes the fair value of the assets at the date of acquisition:


Assets Acquired      
Inventory   $ 113,779  
Property, Equipment and Leasehold Improvements     99,566  
Security Deposits     5,000  
Management Service Agreement     370,332  
Goodwill     6,258,260  
Total Assets Acquired   $ 6,846,937