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Oil Well CBD of Houston, TX http://www.bravotv.com/ The Company’s ability to continue as a going concern relies upon its capacity to lift extra capital, obtain licenses to begin operations in states outside of Colorado and obtain a degree of profitability. Until recently where the Company obtained working capital from convertible notes financing and fairness purchase agreement with an outside investor, the Company has financed its actions principally from working capital advances from associated parties and issuing notes payable to its CEO. It intends to finance its future operating activities and its working capital needs largely from proceeds from the sale of fairness securities, if any, combined with additional funding from its CEO. The sale of fairness and convertible notes financing agreements could result in dilution to stockholders and people securities might have rights senior to those of common shares. In addition, he was granted, from the CEO and Chairman of the Board of the Company till that date, Steven L. Sample, the proper of first refusal to purchase 2,500,000 shares of Mr. Sample’s Common stock of the Company in a window between April four and May four, 2019 and was also given a proxy to vote these shares within the interim. As such, following these transactions, Mr. Pertile owned 6.57% of the Company’s issued and excellent widespread stock and managed by way of the proxy 2,500,000 additional votes, or sixteen.20% of the total issued and excellent voting power of the Company for a mixed 3,514,000 votes, or 22.77% of the whole. As a result, he presently possesses significant affect and may elect a majority of our board of directors and authorize or forestall proposed vital corporate transactions. As a result, the debt discount of $10,000, dedication payment of $2,500, legal payment of $2,500, commission to a 3rd-party marketing consultant of $5,950 and the non-money debt issuance prices of $26,four hundred, totaling $47,350, were recorded as a direct discount from the carrying worth of the principal quantity in the consolidated stability sheet on the time of the settlement. As of the date of the filing of this registration assertion on Form S-1, there have been no Put Notices issued by the Company to Investor beneath the Equity Purchase Agreement and no shares of our frequent inventory have been issued to Investor aside from the initial a hundred and ten,000 shares designated as the “commitment payment” within the Equity Purchase Agreement. Accordingly, the one shares that the Investor may presently promote beneath the registration statement are the a hundred and ten,000 shares that have been previously issued and are being registered. The present market worth and trading volume of the Company’s widespread stock is not materials to the Equity Purchase Agreement till such time as shares of common stock are issued pursuant to Put Notices delivered by the Company to the Investor. In March 2017, the Company entered into an fairness buy settlement (“agreement”) with an investor whereby the investor will buy up to $5,000,000 of the Company’s widespread inventory over a interval of 24 months from the efficient date of the Company’s Registration Statement. As of the date of the issuance of the monetary statements, solely two key employees accepted the award. The award for the workers are subject to a 4 or 5-12 months vesting requirements, i.e. the requisite service period. The Company valued these shares at truthful worth on dedication date which is the date on which the worker accepted the award and recorded inventory based compensation expense over the requisite service period. Stock based compensation expense for these awards for the three months ended March 31, 2018 and 2017 was $14,003 and $11,733, respectively. In March 2017, the Company’s board of administrators accredited issuance of fifty,000 shares of the Company’s widespread inventory to a director for his consulting service in a financing transaction and the equity buy agreement described in NOTES 9 and 10.

In the event Mr. Sample had been to mix his votes on any issue with the votes held by Mr. Pertile, they'd collectively possess 42.31% of the voting energy of the Company, permitting them vital affect that could elect a majority of our board of directors and authorize or forestall proposed vital corporate transactions. As of that same date, all officers and administrators of the Company owned a combined total 6,809,979 shares representing forty four.26% of the Company’s issued and excellent common inventory and voting power Online CBD Shop. The Company’s board of administrators approved issuance of fifty,000 shares of the Company’s frequent inventory to a director for his service as a consultant for the transaction. The Company determined that 16,000 shares of the entire number of shares represent non-cash debt issuance prices instantly associated to the convertible notes financing and the remaining 34,000 shares represent compensation prices instantly related to the sale of the Company’s widespread stock to this investor (see NOTE 10). In March 2017, the Company’s board of directors permitted issuance of 50,000 shares of the Company’s frequent stock to a director for his service in a financing transaction and the fairness purchase settlement described in NOTES 9 and 10. The Company decided that sixteen,000 shares of the total number of shares symbolize non-money debt issuance costs directly associated to the convertible notes financing and the remaining 34,000 shares symbolize compensation costs instantly related to the equity purchase settlement with this investor. In March 2017, the board of directors accredited issuance of a hundred,000 shares of the Company’s restricted common inventory to every of its three key employees. As a end result, the debt discount of $10,000, dedication payment of $2,500, authorized payment of $2,500, fee to a 3rd celebration advisor of $5,950 and the non-cash debt issuance prices of $26,four hundred, totaling $47,350, had been recorded as a direct discount from the carrying worth of the principal amount in the consolidated balance sheet on the time of the agreement. These costs were amortized as interest expense instantly upon issuance as a result of the primary notice was instantly convertible by the note holder. On July 26, 2012, our shareholders voted to replace and lengthen the Acacia Automotive, Inc. 2007 Stock Incentive Plan, renaming it the Acacia Diversified Holdings, Inc. 2012 Stock Incentive Plan. Warrants, which may be included as equity compensation of used in different manners, are not a part of the Plan. On June 29, 2015 shareholders holding a majority of the shares of the Company voted to discontinue the Company’s stock incentive plans. Exchange Act, other than pursuant to the train of worker stock choices under the Company’s stock possibility plans, the issuance of shares of Common Stock to staff pursuant to the Company’s worker inventory purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents excellent as of the date of the most lately filed periodic report beneath the Exchange Act. No Person has any right of first refusal, preemptive right, proper of participation, or any similar right to participate within the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities won't obligate the Company to concern shares of Common Stock or different securities to any Person (aside from the Investor) and won't lead to a right of any holder of Company securities to regulate the train, conversion, trade or reset value under any of such securities. There are no stockholders agreements, voting agreements or different comparable agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or amongst any of the Company’s stockholders. The shares of our widespread inventory have been issued pursuant to an exemption from registration in Section four(a) of the Securities Act of 1933.

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The Company determined that 16,000 shares of the total number of shares represent non-cash debt issuance costs instantly associated to the convertible notes financing and the remaining 34,000 shares represent consulting compensation prices instantly related to the equity buy agreement with this investor. Mr. Pertile turned the CEO and President of the Company and the Chairman of the Board of Directors on January 15, 2016. He acquired 1,014,000 shares of the Company’s Common stock in the Asset Purchase Agreement on that same date by and between the Company and the MariJ Group of Companies. Mr. Pertile additionally acquired one other 1,220,000 shares of the Company’s Common inventory within the the rest of 2016. Mr. Pertile also had an possibility to accumulate an extra 1,000,000 of Mr. Sample’s Acacia shares under a separate agreement. In subsequent events, Mr. Sample resigned as an employee and director of the Company on January 17, 2017. Mr. Sample disclaims any beneficial possession of any securities owned by others and disclaims any useful ownership by others of any securities he owns. On December 30, 2010, the Company’s Board of Directors suspended the issuance of options as compensation to its directors effective January 1, 2011, and as such issued no options as director compensation from that time by way of December 31, 2017. The Company didn't problem any widespread inventory buy choices for any cause since December 31, 2010.

• The Company entered into this agreement with its director, in lieu of the state of Tennessee, because of the state’s residency requirement to enter into this system in Tennessee.
• The Company was not able to decide the value of the license because the license was granted as a part of the hemp pilot program in Tennessee and the Company has not generated any money flows from this license.
• The Company decided the value of the land primarily based on the acquisition price paid by the director in December 2016.
• The remaining buy worth of $86,806 represented compensation to this director for his effort in making ready the Company for operations in Tennessee.

If the Company raises further funds via the issuance of convertible notes or different debt financing, these activities or different debt might comprise covenants that may limit the Company’s operations. Any other third-celebration funding arrangements may require the Company to relinquish useful rights. Section 10.7FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or some other writing to the contrary, every get together shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all different bills incurred by such celebration incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent charges (including, with out limitation, any fees required for identical-day processing of any instruction letter delivered by the Company), stamp taxes and different taxes and duties levied in connection with the delivery of any Securities to the Investor. Upon execution of this Agreement, the Company shall issue one hundred ten,000 shares of its common stock to Investor or Investor’s designee for its commitment to enter into this Agreement. His effective control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or different enterprise combination or discourage a possible acquirer from making a tender provide. As of the same date, Mr. Sample, the outgoing CEO and Chairman of the Company, continued to manage the dispositive voting power of his remaining private shares of the Company, after accounting for those votes given to Mr. Pertile by proxy, of 3,015,479 shares, or 19.54% of all issued and outstanding votes of the Company. In 2015 the Company paid cash compensation to every of its three non-worker directors within the amount of $10,000 per director for a complete of $30,000. The Company decided that 16,000 shares of the total number of shares represent non-cash debt issuance costs directly associated to the convertible notes financing and the remaining 34,000 shares symbolize non-cash offering costs immediately associated the sale of the Company’s widespread stock to this investor (see NOTE 9).

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The remaining buy worth of $86,806 represented compensation to this director for his effort in making ready the Company for operations in Tennessee. During the 12 months ended December 31, 2017, this director also incurred bills in excavating and clearing of the land, installing driveway and culvert and completing the survey for excavation. The board of administrators permitted issuance of the Company’s common stock to compensate this director for his bills. As a end result, the Company recorded its dedication CBD Isolate to concern 15,520 shares of its frequent inventory valued at $zero.61 per share, for a total of $9,529, which is included as a part of the cost of the land. As of January 15, 2016, in subsequent actions related to the acquisition of belongings of the MariJ Group of firms by the Company, our Chief Executive Officer and Chairman of the Board of Directors, Richard K. Pertile, was issued 1,014,000 new Common shares of the Company in exchange for his pursuits in the acquired entities.

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Mr. Pertile was issued 210,000 shares of the restricted Common stock of the Company in 2017 for companies and interest on his loans to the Company. Mr. Pertile had additionally obtained from Mr. Sample, along side the acquisition, the right to amass an extra 2,500,000 shares of Mr. Sample’s Common stock of the Company, and in 2017 Mr. Pertile exercised his choice to do so. The function of the 2018 Plan is to offer selected staff, directors and consultants an opportunity to amass a proprietary interest in the success of the Company. Awards that may be granted from the 2018 Plan embrace registered shares, restricted shares and choices in addition to the direct award or sale of shares of the Company’s common inventory. The aggregate number of shares which can be issued or transferred pursuant to an award shall not exceed 5,000,000 shares of authorized frequent inventory of the Company. This resulted in Mr. Pertile’s possession of 4,944,000 shares of Company’s widespread inventory with a corresponding number of votes, or 28.20% of the total issued and excellent shares of the Company. In addition, Mr. Pertile had an option to buying an additional 1,000,000 shares of Mr. Sample’s shares within the Company beneath a separate settlement but CBD Capsules didn't train such possibility. As reported in the accompanying consolidated financial statements, for the three months ended March 31, 2018 and 2017, the Company incurred internet losses of $432,790 and $694,511, respectively. The Company did not produce significant revenues in the durations presented and has sustained working losses since inception. The Company determined the worth of the land based on the purchase value paid by the director in December 2016. The Company was not in a position to decide the value of the license for the reason that license was granted as part of the hemp pilot program in Tennessee and the Company has not generated any money flows from this license. The Company entered into this agreement with its director, in lieu of the state of Tennessee, on account of the state’s residency requirement to enter into the program in Tennessee. As a outcome, this director can also be a registered agent and a director of EMT, a Tennessee corporation. The principle quantity of $one hundred,000 was repaid in June 2017 along with interest expense of $5,000. Mr. Sample served as the Company’s CEO, President, and Chairman of the Board from 2006 till January 15, 2016, when the Company acquired the MariJ Group of firms and installed that group’s chief executive as Acacia’s. Mr. Sample’s holdings as reflected within the table above excludes 950,000 warrants held by Mr. Sample issued in change for converting all his shares of the Company’s most popular inventory to widespread inventory in 2010, and never for compensation, at an average train value of $3.00 per share. Further, 2,500,000 of Mr. Sample’s shares in the above desk had been extended to Mr. Pertile via an offer to buy at the side of the MariJ Asset Purchase Agreement. Subsequent to the adoption of the 2018 Plan, the Company filed Form S-8 with the Securities and Exchange Commission to register 1,000,000 shares of the Company’s common inventory pursuant to a one-year consulting agreement starting in February 2018. The board of directors also permitted CBD Pain Cream the Company problem 500,000 shares to the advisor to begin the settlement. These shares are valued at $184,800 on the commitment date and are deemed direct incremental costs related to the offering.

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Subsequent to submitting the Registration Statement, the Company withdrew its filing, and therefore, these costs are expensed as basic and administrative expense. At its meeting of directors on February 1, 2007, the Company’s board of directors accredited the Acacia Automotive, Inc. 2007 Stock Incentive Plan1 (the “Plan”), which was permitted CBD Oil for Vaping by our stockholders on November 2, 2007, reserving 1,000,000 shares to be issued there beneath within the form of widespread stock or frequent stock buy options. Pursuant to the agreement, the Company issued to the investor, and its affiliate, 110,000 shares of its widespread stock as dedication fee. These shares are valued at $184,800 at the dedication date and are recorded as deferred providing prices on the Company’s consolidated balance sheets. These costs will offset any proceeds to be received sooner or later from the expected sale of widespread inventory. In February 2018, the Company adopted the Acacia Diversified Holdings, Inc. 2018 Stock Grant and Option Plan (“2018 Plan”).