SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are "forward-looking statements" within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." You can expect to identify these statements by forward-looking words such as "may," "might," "could," "would," "will," "anticipate," "believe," "plan," "estimate," "project," "expect," "intend," "seek" and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
Important factors that might cause our actual results to differ materially from
the results contemplated by the forward-looking statements are contained in the
"Risk Factors" section of and elsewhere in our Annual Report on Form 10-K for
the fiscal year ended
Company Overview and Product Brands
The Company was formed as a
On
On
The Company is now a
Products
Good Hemp® includes two lines of hemp-based beverages, Good Hemp® 2oh! and Good Hemp® fizz! sodas.
Good Hemp® 2oh! is a line-up of refreshing, all-natural, "good-for-you",
ready-to-drink waters in six flavors: blueberry-blast, island coco-lime,
kiwi-strawberry, lemon-twist, mango-fandango and Q-cumbermint. Each Good Hemp®
2oh! beverage is 16.9 fluid ounces infused with 10mg of hemp oil (CBD rich), 6g
of prebiotic fiber, has no sugar, contains no artificial sweeteners or flavors,
is gluten free, vegan, and contains no net carbs. Production of this beverage
began in
Good Hemp® fizz is a line-up of carbonated refreshing, all-natural,
"good-for-you", "ready-to-drink carbonated beverages in three flavors:
blueberry-bam, mango-tango and citrus-twist. Each Good Hemp® fizz beverage is 12
fluid ounces infused with 10mg of hemp oil (CBD rich), 6g of prebiotic fiber,
contains no artificial sweeteners or flavors, and is gluten free and vegan.
Production of this beverage began in
As of
Overview and Mission
Our mission is to be one of the market leaders in the development and marketing of natural and functional hemp-derived beverage products to a significant segment of the population, with the products being convenient and appealing to consumers. We have an experienced management team of beverage industry, marketing and financial markets executives that have strong relationships in the industry.
15 Table of Contents
Emerging Growth Company Status
We are an "emerging growth company" as defined under the Jumpstart Our Business
Startups Act, commonly referred to as the JOBS Act. We will remain an "emerging
growth company" for up to five years, or until the earliest of (i) the last day
of the first fiscal year in which our total annual gross revenues exceed
As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to:
• not being required to comply with the auditor attestation requirements of
section 404(b) of the Sarbanes-Oxley Act (we also will not be subject to the auditor attestation requirements of Section 404(b) as long as we are a "smaller reporting company," which includes issuers that had a public float of less than$75 million as of the last business day of their most recently completed second fiscal quarter);
• reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements; and
• exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden parachute payments not previously approved.
In addition, Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Under this provision, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In other words, an "emerging growth company" can delay the adoption of such accounting standards until those standards would otherwise apply to private companies until the first to occur of the date the subject company (i) is no longer an "emerging growth company" or (ii) affirmatively and irrevocably opts out of the extended transition period provided in Securities Act Section 7(a) (2) (B). The Company has elected to take advantage of this extended transition period and, as a result, our financial statements may not be comparable to the financial statements of other public companies. Accordingly, until the date that we are no longer an "emerging growth company" or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a) (2) (B), upon the issuance of a new or revised accounting standard that applies to your financial statements and has a different effective date for public and private companies, clarify that we will disclose the date on which adoption is required for nonemerging growth companies and the date on which we will adopt the recently issued accounting standard.
Our Growth Strategy
Expanding our US distribution reach to service national chain stores; increase
awareness of our brand in
Results of Operations
For the three months ended
Revenue
During the three months ended
Operating Expenses
The Company had cost of sales of
The Company incurred general and administrative expenses totaling
Net Loss
The Company had a net loss of
For the nine months ended
16 Table of Contents Revenue
During the nine months ended
Operating Expenses
The Company had cost of sales of
The Company incurred general and administrative expenses totaling
Net Loss
The Company had a net loss of
Liquidity and Capital Resources
We had cash used in operations of
We had cash used in investing activities of
We had cash provided by financing activities of
As of
As of
The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.
The Company does not know of any significant changes in expected sources and uses of cash.
The Company does not have any commitments or arrangements from any person to provide it with any equity capital.
Going Concern
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As reflected in the financial
statements, the Company had a working capital deficit of
Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
17 Table of Contents Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in
Reclassification of Certain Expenses
The results of operations as of
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