Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  

The (benefit) expense for income taxes consists of the following:


    Year Ended December 31,  
    2017     2016     2015  
Current:   $ -     $ -     $ -  
Federal     (343,943 )     -       -  
State     (3,512 )     -       -  
      (347,455 )     -       -  
Federal     -       -       44,000  
State     -       -       -  
      -       -       44,000  
Total (Benefit) Expense for Income Taxes   $ (347,455 )   $ -     $ 44,000  


The reconciliation between the Company’s effective tax rate and the statutory tax rate is as follows:


    Year Ended December 31,  


(As Revised, See Note 2)

Expected Income Tax Benefit at Statutory Tax Rate, Net   $ (13,456,000 )   $ (9,469,000 )   $ (3,694,000 )
Non-Deductible Items     -       1,263,000       368,000  
Warrants Expense     871,000       4,186,000       1,196,000  
Derivatives Expense     4,104,000       4,067,000       (545,000 )
Net Operating Losses     -       -       2,667,000  
Impairment of Property and Intangibles     365,000       -       -  
Other     1,033,545       -       -  
Change in Valuation Allowance     6,735,000       (47,000 )     52,000  
Reported Income (Benefit) Tax Expense   $ (347,455 )   $ -     $ 44,000  


The components of deferred income tax assets and (liabilities) are as follows:



Year Ended

December 31,



(As Revised, See Note 2)

Deferred Income Tax Assets:            
Net Operating Losses   $ 8,023,000     $ 15,242,000  
      8,023,000       15,242,000  
Deferred Income Tax Liabilities:                
Depreciation     (850,000 )     (1,334,000 )
Total     7,173,000       13,908,000  
Valuation Allowance     (7,173,000 )     (13,908,000 )
Net Deferred Tax   $ -     $ -  


The U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affects revaluation of deferred tax assets and liabilities to reflect the federal tax rate reduction from 35.0% to 21.0%.


For the years ended December 31, 2017 and 2016, the Company had subsidiaries that produced and sold cannabis or cannabis pure concentrates, subjecting the Company to the limits of Internal Revenue Code (“IRC”) Section 280E. Pursuant to IRC Section 280E, the Company is allowed only to deduct expenses directly related to sales of product. The State of California does not conform to IRC Section 280E and, accordingly the Company is allowed to deduct all operating expenses on its California income tax returns. As the Company files consolidated federal income tax returns, the taxable income generated from its subsidiaries subject to IRC Section 280E has been offset by losses generated by operations not subject to IRC Section 280E. During 2017, Company amended income tax returns of Black Oak for the periods prior to acquisition, which resulted in a net tax refund in 2017.


Permanent tax differences include ordinary and necessary business expenses deemed by the Company as non-allowable deductions under IRC Section 280E; non-deductible expenses for interest, derivatives and warrant expense related to debt financings and non-deductible losses related to various acquisitions.


As of December 31, 2017, and 2016, the Company had net operating loss carryforwards of approximately $26,333,000 and $34,940,000, respectively, which, if unused, will expire beginning in the year 2034. These tax attributes are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under IRC Section 382, which will limit their utilization. The Company has assessed the effect of these limitations and does not believe these losses to be substantially limited. The Company also has deferred tax liabilities from the excess carrying amounts of the basis of depreciable assets for financial reporting purposes.


Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred through the period ended December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of December 31, 2017, a valuation allowance of has been recorded against all net deferred tax assets as these assets are more likely than not to be unrealized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.


The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. All tax years from 2013 to 2016 are subject to examination.