COMMITMENTS AND CONTINGENCIES | Note 9 – COMMITMENTS AND CONTINGENCIES Leases The Company leases property under operating leases. Property leases include retail and warehouse space with fixed rent payments and lease terms ranging from three to five years. The Company is obligated to pay the lessor for maintenance, real estate taxes, insurance and other operating expenses on certain property leases. These expenses are variable and are not included in the measurement of the lease asset or lease liability. These expenses are recognized as variable lease expense when incurred. In August 2021, the master lease and sublease associated with the 14,800 sq. cultivation warehouse were extended through July 31, 2024. 20,000 21,118 26,300 28,622 377,568 272,432 The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The leases typically do not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at September 30, 2022 was 12 2.42 As of September 30, 2022, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases 2022 (Three months) $ 68 2023 270 2024 270 2025 45 Total 653 Less: amount representing interest (83 ) Present value of future minimum lease payments 570 Less: current obligations under leases 216 Long-term lease obligations $ 354 Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Nine Months ended September 30, 2022 2021 Operating lease costs $ 289,356 $ 330,000 Variable rent costs 155,799 145,521 Total rent expense $ 445,155 $ 475,521 As of September 30, 2022, the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands): Schedule of the aggregate remaining minimal annual lease payments under these operating leases 2022 (Three months) $ 52 2023 222 2024 251 2025 45 Total $ 570 Other information related to leases is as follows: Nine Months ended September 30, 2022 Nine Months ended September 30, 2021 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 284,432 $ 309,931 Weighted-average remaining lease term - operating leases 2.42 yr 3.1 yr Weighted-average discount rate - operating leases 12 % 12 % Right of use assets and lease liabilities terminated: Nine Months ended September 30, 2022 2021 Operating lease asset $ 405,466 $ — Lease liability $ 415,414 $ — Right of use assets obtained in exchange for lease liabilities: Nine Months ended September 30, 2022 2021 Operating lease asset $ — $ 627,500 Lease liability $ — $ 625,129 The Company recognized sublease income of $ 188,084 198,505 561,096 582,010 The remaining lease has a 2.4 22,500 As of September 30, 2022, the maturities of expected base sublease income are as follows (in thousands): Operating Leases 2022 (Three months) $ 89 2023 355 2024 355 2025 59 Total $ 858 Legal Proceedings On May 10, 2021, a lawsuit was filed against the Company, along with other defendants, by plaintiff Erin Turoff in the District Court, City and County of Denver, State of Colorado. The specific allegations against the Company include civil theft and civil conspiracy and the plaintiff is seeking actual and compensatory damages. No specific monetary amount was demanded in the lawsuit. On July 8, 2021, the Company filed an answer to the complaint, denying the allegations. The proceedings are ongoing and the Company believes that the suit is without merit and that it will ultimately prevail in any litigation. On July 27, 2021, the Company filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the District Court, City and County of Denver, State of Colorado, alleging breach of contract on subleases for which RAM has failed to make the required payments to the Company pursuant to the respective sublease agreements. The alleged damages under the sublease terms and other ancillary agreements amount to $1,480,881, $377,568, $1,027,635, and $1,418,480, respectively. In addition, the lawsuit alleges that RAM failed to make payments pursuant to a promissory note (the “Note”) in which the Company and RAM entered into on April 3, 2018. The Note was for the principal amount of $330,000 with interest at 18% per annum. The Note had a maturity date of April 2, 2019. The lawsuit seeks payment from RAM and Demers for the total balance due on the Note of $330,000 plus the interest due therein. On October 8, 2021, RAM and Demers filed a joint answer to the lawsuit. On June 6, 2022, the Company, the lessor and RAM entered into termination agreements to terminate the master lease and the sublease for the cultivation warehouse property. The termination agreements were conditioned upon the closing of the sublessee’s sale of its assets at the location. The closing occurred in September 2022. Upon closing, the Company received $ 650,000 377,568 272,432 On August 15, 2022 the Company filed with the court an expert report to include damages in the amount of $3,086,416 caused by the finance costs related to the breach of contracts by RAM and financing activities. The trial date has been set for November 28, 2022 Equity Purchase Agreement On February 8, 2022, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”), with Hemp Choice Distribution, LLC, a Colorado limited liability company (“HCD”), its owners (the “Sellers”), and Gabriela Vergara (the “Sellers’ Representative”), pursuant to which Purchaser has agreed to acquire all of the issued and outstanding equity interests of HCD (“Membership Interests”). On April 22, 2022, the Company sent a termination notice of the Purchase Agreement to HCD, the Sellers and the Sellers' Representative pursuant to the terms of the Purchase Agreement. The Company has made loans to HCD in the aggregate original amount of $244,000, as described in Note 4. The balance due to the Company on the loans is $165,561 at September 30, 2022. Payments on the notes are in arrears at September 30, 2022, and we have recorded an allowance for uncollectable notes receivables of $82,781 at September 30, 2022. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2022. Employment Agreements As a condition of their employment, the Board of Directors approved employment agreements with three key executives. These agreements provided that additional shares will be granted each year over the term of the agreements should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. Nello Gonfiantini III, who became the Company’s CEO in October 2019 receives an annual grant of additional shares each year to maintain his ownership percentage at 10 2 18,000 463,637 156,000 4,799,258 15,017 386,36 Departure of Executive Officer On January 30, 2019, the Company executed a Separation Agreement and Release with David Thompson, its former Senior Vice President- Finance, finalizing his departure from the Company as an employee. During the nine months ended September 30, 2022 and 2021, $ 0 35,872 126,389 On October 29, 2019, the Company accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr. Throgmartin signed a 5-year term Separation Agreement which, among other matters, terminated his Employment Agreement, as amended. On the date of the Separation Agreement, the Company acknowledged it owed Mr. Throgmartin the amount of $517,252 in principal and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Corporation further acknowledged that it will pay Mr. Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583 under certain conditions, which the Company accrued in full as the date of Mr. Throgmartin’s separation. 5,000 45,000 45,000 775,597 820,597 |