Item
1. Business
Overview
Millennium
Sustainable Ventures Corp., formerly known as Millennium Investment & Acquisition Co. Inc., formerly known as Millennium India Acquisition
Company, Inc. (“MILC”, “we”, “our”, the “Company”) currently has two business focuses:
(i) sustainable cultivation of cannabis in greenhouses, and (ii) sustainable production of activated carbon.
Millennium
Cannabis LLC, our wholly owned subsidiary, is focused on a sustainable approach to cannabis cultivation through Controlled Environmental
Agriculture (“CEA”) in the form of greenhouses, with current operations in Colorado, Oklahoma, and Michigan.
Millennium
Carbon, LLC is a wholly owned subsidiary that has developed a novel method for the sustainable production of activated carbon and has
constructed a proof-of-concept pilot-scale plant in Kentucky to produce activated carbon from a waste stream generated by Bourbon distilleries.
MILC is evaluating the construction of a commercial scale plant based on the technology it has developed.
Deregistration
as a 1940 Act Company and Name Change
During
2020, MILC announced that it was seeking to de-register as an Investment Company that is regulated under Investment Company Act of 1940
(the “1940 Act”). As previously announced, MILC has completed the liquidation of its sole investment in securities - its
investment in SMC Global Securities Limited and plans to invest the proceeds in operating businesses. On October 14, 2020, shareholders
approved a proposal to change the nature of the Company’s business from a registered investment company under the 1940 Act to a
holding company that focuses primarily on owning and operating businesses (collectively, the “Deregistration Proposal”).
On March 1, 2021, as amended on May 11, 2021, December 9, 2021 and January 21, 2022, the Company filed an application pursuant Section
8(f) of the Investment Company Act of 1940 for an Order Declaring that MILC has Ceased to be an Investment Company (the “Deregistration
Order”). On February 2, 2022, the SEC issued a notice that it was commencing the 25-day public review period in response to MILC’s
application. On February 28, 2022, MILC received the Deregistration Order declaring that is has ceased to be an Investment Company. Consequently,
the financial statements presented in this Annual Report on Form 10-K are presented in accordance with the reporting requirements under
the Securities Exchange Act of 1934, as amended.
On
October 1, 2021, MILC filed an application with FINRA for approval to change its name to Millennium Sustainable Ventures Corp. MILC received
approval for the name change effective February 11, 2022 as disclosed in a Form 8-K and Press Release issued on February 16, 2022. We
believe the name change better reflects our focus on sustainable Controlled Environment Agriculture cultivation in greenhouses and the
sustainable production of activated carbon. MILC, with a focus on the “Triple Bottom Line” and a commitment to Profit, Planet
and People is focused on sustainable business practices.
Corporate
Structure
MILC
has seven subsidiaries. Millennium Cannabis LLC (“MillCann”), Millennium HI Carbon LLC (“MHC”), Millennium Carbon
LLC, (“MillCarbon”) and Millennium HR LLC (“MILCHR”) are wholly owned. VinCann LLC (“VC”) and Marengo
Cannabis LLC (“MarCann”) are owned by MillCann and operate our cannabis cultivation operations in Oklahoma and Michigan respectively.
Walsenburg Cannabis LLC (“WC”) is currently owned by a third party; however, is considered a variable interest entity of
MillCann because MillCann, due to the loan it has made to WC, is deemed to have the power to direct the activities that most significantly
impact the entity’s economic performance and the obligation to absorb financial losses of the entity and right to receive benefits
from the entity. See Note 2 to the Notes to Financial Statements “Summary of Significant Accounting Policies -Variable Interest
Entities.” MillCann will own 82.0% and 100% equity ownership of VC and MarCann, respectively, and after conversion of the convertible
note of WC will own 83.5% of WC.
The
chart below shows the organizational structure of the Company as of December 31, 2021.
1MillCann
has invested in VC through a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred return,
after which MillCann has an 82.0% ownership stake. As of December 31, 2021, MillCann has not received its return of capital and preferred
return. Once this occurs, the remaining subordinated ownership will be held by the management team of VC.
2
Walsenburg Cannabis LLC is currently owned by a third party. MillCann’s investment in Walsenburg Cannabis LLC is structured
as a convertible loan pending Colorado regulatory approval after which the loan will convert into 83.5% ownership of the equity of Walsenburg
Cannabis LLC and a priority position for return of investment and a 12.5% preferred return on investment.
Our
Current Operations
As
of December 31, 2021, MILC currently has two areas of focus and conducts business in two operating segments as follows:
|
1 |
Sustainable
cultivation of Cannabis in Greenhouses |
|
2 |
Activated
Carbon |
Cannabis
During
2021, MILC added sustainable cultivation of cannabis in greenhouses as an investment focus and as of December 31, 2021, has invested
in three newly formed cannabis operators, Walsenburg Cannabis, LLC, VinCann LLC, and Marengo Cannabis LLC. MillCann leases its three
cannabis cultivation properties from subsidiaries of Power REIT (NYSE AMEX: PW and PW.PRA). David Lesser is Chairman and CEO of Power
REIT and also Chairman and CEO of MILC. MILC’s affiliation with Power REIT provides efficient access to capital allowing MILC to
establish operations quickly and become a sustainable high-quality, low-cost producer of cannabis.
Colorado
On
May 24, 2021, MILC announced that the Company entered a new area of focus related to sustainable cannabis cultivation in greenhouses
by investing in a newly formed cannabis operator, Walsenburg Cannabis LLC (“WC”) WC leases a 22.2-acre property in Walsenburg,
CO. Upon completion of improvements, the site will have approximately 102,000 square feet of greenhouse and related space. The Walsenburg
facility was a distressed acquisition that had ceased operations. We commenced the rehabilitation of the property in May 2021, and it
is now operational. During 2021, WC harvested and processed our first crops and sales are underway.
As
part of the transaction, MillCann issued capital to WC in the form of a convertible loan for its business operations and MILC is in the
process of obtaining regulatory approvals for holding cannabis licenses in Colorado. As of December 31, 2021, MillCann has advanced $1,548,637
pursuant to the loan. Upon receiving regulatory approval which had not yet occurred as of December 31, 2021, it is contemplated that
the loan will convert into a preferred equity interest in WC that receives a full return of invested capital plus a 12.5% preferred return
after which MillCann has an 83.5% ownership stake. The remaining subordinated ownership will be held by the management of WC. Simultaneous
with MillCann’s investment, WC entered into a 20-year lease (the “WC Lease”) on an approximately 22.2-acre property
including existing greenhouse and processing space in Walsenburg, Colorado (the “WC Property”). As part of the WC Lease,
the lessor, a wholly owned subsidiary of Power REIT (Ticker: PW and PW.PRA), which is a company that David Lesser our Chief Executive
Officer is also the Chief Executive Officer, agreed to fund the rehabilitation and upgrading of the existing improvements and the
construction of additional greenhouse space. Upon completion, the WC Property will have a total of approximately 102,800 square feet
of greenhouse and related space. The Walsenburg cannabis campus was a distressed acquisition of a facility that had ceased operations.
MILC believes that it was acquired at an attractive basis relative to the in-place improvements which provided an attractive opportunity
to immediately commercialize the facility for cannabis cultivation. MILC believes that this WC Property has potential to become a large-scale,
low-cost producer of high-quality cannabis to compete effectively in the Colorado market. The campus is subdivided into five parcels
which allows for a significant availability of plant count based on how the Colorado Marijuana licensing works.
Oklahoma
MillCann
currently operates a 9.35-acre property in Vinita, OK through VinCann LLC (“VC”). The site features 40,000 square feet of
greenhouse and related space and approximately 100,000 square foot outdoor growing area. The Vinita facility was a distressed property
operated by an undercapitalized operator. We commenced the rehabilitation of the property in June, 2021, and are now fully operational.
During 2021, we harvested and processed our first crops and sales will begin in the first quarter of 2022.
MillCann
has invested $1,308,293 in VC through a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred
return after which MillCann will have an 82.0% ownership stake. The remaining subordinated ownership will be held by the management team
of VC. Concurrent with MillCann’s investment, VC entered into a 20-year lease (the “VC Lease”) for a 9.35-acre plot
of land in Vinita, Oklahoma with approximately 40,000 square feet of greenhouse, 3,000 square feet of office space, and 100,000 square
feet of fully fenced outdoor growing area with 20,000+ square feet of hoop structures (the “VC Property”). As part of the
VC Lease, the lessor, a wholly owned subsidiary of Power REIT (Ticker: PW and PW.PRA), agreed to fund the rehabilitation and upgrading
of the existing improvements. The Vinita facility was a distressed acquisition purchased from an undercapitalized operator. MILC believes
that it was acquired at an attractive basis relative to the in-place improvements which provided an attractive opportunity to immediately
commercialize the facility for cannabis cultivation.
Michigan
On
September 9, 2021, MILC announced the expansion of its sustainable cannabis cultivation activities by establishing operations in Michigan.
A new wholly owned subsidiary of MillCann, Marengo Cannabis LLC (“MarCann”), was created and entered into a 20-year lease
(the “MarCann Lease) for approximately 12 acres that includes a 556,416 square foot state-of-the-art greenhouse cultivation facility
which is located in Marengo County, Michigan (the “MC Property”). MILC has invested $1,302,711 in this property and believes
it is the largest cannabis cultivation facility in Michigan. As part of the Lease, the Lessor, a wholly owned subsidiary of Power REIT
(ticker: PW and PW.PRA), has agreed to fund the rehabilitation and upgrading of the existing improvements.
The
Michigan facility was a distressed acquisition that was vacant at the time of acquisition. MILC believes that it was acquired at an attractive
basis relative to the in-place improvements which provide an attractive opportunity to commercialize the facility for cannabis cultivation.
MILC believes that this property has the potential to become a large-scale, low-cost producer of high-quality cannabis to compete effectively
in the Michigan market.
We
are in the process of making modifications to the property for cannabis cultivation and continue to work on local and state approvals
and licenses and expect to be in a position to commence operations once all approvals are obtained.
Activated
Carbon
In
September 2014, Millennium HI Carbon, LLC (“MHC”) was formed as a wholly owned subsidiary of MILC in the state of Hawaii
for the purpose of acquiring an activated carbon plant located near the port of Kawaihae, Hawaii (the “Plant”). The acquisition,
which was completed in May 2015, consisted of the existing equipment which is located on 13 acres of land leased from the Department
of Hawaiian Home Lands.
Despite
commencing operations in 2011, the Plant failed to achieve full commercial operations. It ceased operations in 2012 and its owner filed
for bankruptcy protection. Prior to shutting down, the plant produced activated carbon but there were a number of design and operational
issues that needed resolution in order to produce premium-grade activated carbon and operate the plant on a full-time basis.
The
Plant was intended to process a waste stream of macadamia nut shells into a special form of premium-grade Activated Carbon, which, due
to its large surface area and complex network of pores, provides benefits in a variety of chemical processes including filtration, purification
and energy storage. In particular, the Activated Carbon expected to be produced by the Plant was targeted for manufacturing electrical
double-layer capacitors, which are commonly referred to as ultracapacitors or supercapacitors, an advanced energy storage alternative
to traditional batteries. Ultracapacitors are found in a diverse array of electronic equipment from daily usage engine starting, hybrid
and electric vehicles to windmills.
MHC
successfully restored all production equipment and necessary support systems to operation and MHC completed 31 trial run campaigns that
produced over 60 tons of Activated Carbon. The process was iterative where MHC operated the Plant for a couple of days to produce Activated
Carbon and then performed laboratory testing. MHC produced some very high-grade material that would be attractive to ultracapacitor manufacturers.
Unfortunately, MHC has also experienced significant variations in the quality of the material produced which is not commercially viable.
During
the first half of 2019, MHC concluded that the existing carbonization reactor intended to remove volatile material and produce char was
causing the inconsistent results. In evaluating alternatives, MHC identified a novel and potentially better approach to producing Activated
Carbon. Based on this, MILC has made efforts to minimize overhead and cash drain while it seeks a strategic alternative for the Hawaii
Plant. Effective December 31, 2021, MILC determined to write off the remaining value of the HI asset for accounting purposes given that
the plant is dormant and there is uncertainty around a business plan for this asset. Impairment of $2,765,000 was recognized during the
year ended December 31, 2021 to account for the full write off of the asset. MHC is not current with respect to its obligations contained
in the ground lease for the MHC property on which the plant is located. As of December 31, 2021, MHC has a payable outstanding to the
ground lessor, the Department of Hawaiian Home Lands, of approximately $1,165,000. MHC has also entered into a secured demand note with
MILC (“Lender”) with an interest rate of 8% which is repayable upon demand by the Lender. As of December 31, 2021, the amount
of the loan outstanding is approximately $3,073,600 with accrued interest of $445,070.
In
evaluating operational issues at MHC, as described above, MILC identified a novel approach to producing Activated Carbon and determined
to construct a pilot-plant as a proof of concept. This project is located in Kentucky and the initial feedstock is stillage which is
a waste stream that is available in large quantities from bourbon distilleries which is a large industry in Kentucky and which represents
a significant waste problem that is impacting the bourbon industry. To build the pilot plant, MILC, through its wholly owned subsidiary,
Millennium Carbon LLC (“MillCarbon”) purchased several used pieces of equipment at a fraction of the cost of new equipment
in order to construct a plant capable of establishing the viability of the process beyond a “lab-scale” demonstration. To
date, MillCarbon has operated this pilot plant and believes that the concept is valid and can be scaled to a commercial operation. MillCarbon
is currently formulating a plan for a commercial scale Activated Carbon plant based on the experience with the pilot plant.
Technical
Strategy
Cannabis
MILC
has identified greenhouse cultivation as the sustainable method for growing cannabis in a cost-effective manner with a lower carbon footprint
than indoor cultivation. Historically, cannabis in the United States has been grown indoors and this trend has continued even as various
states have implemented legalization. MILC believes that its strategy of focusing on greenhouse cultivation represents a competitive
advantage. Greenhouses cost less to construct and less to operate than indoor cultivation facilities and as such, we believe we can compete
favorably with this approach.
The
cannabis industry is experiencing rapidly growing demand amid the tailwind of increasing legalization at the state level. The inefficient
availability of capital in the cannabis industry given the illegal status at the federal level presents a potential opportunity for MILC
through its strategic affiliation with Power REIT (NYSE-American ticker: PW and PW.A). Power REIT is focused on financing the real estate
component of controlled environment agriculture (CEA) facilities in the form of greenhouses.
Carbon
The
Company identified a novel approach to produce Activated Carbon and has constructed a pilot-plant as a proof of concept. This project
is located in Kentucky and the initial feedstock is a waste stream that is available in large quantities from bourbon distilleries which
is a large industry in Kentucky and which represents a significant waste problem that is impacting the industry. To build the pilot plant,
MILC, through its wholly owned subsidiary, MillCarbon purchased several used pieces of equipment at a fraction of the cost of new equipment
in order to construct a plant capable of establishing the viability of the process beyond a “lab-scale” demonstration. To
date, MillCarbon has operated this pilot plant and believes that the concept is valid and can be scaled to a commercial operation. MillCarbon
is currently formulating a plan for a commercial scale Activated Carbon plant based on the experience with the pilot plant.
Outlook
Cannabis
We
are excited about our new area of focus – sustainable cannabis cultivation in greenhouses. We are also proud of the rapid progress
we are making at each site as well as the teams we are building. We are very focused on building teams that draw from the broader business
community and people with a focus on greenhouse cultivation rather than just drawing from the cannabis industry. Revenue received in
the fourth quarter of 2021 was approximately $42,000. We expect to ramp up significantly in 2022 as we seek to generate operating income
from these operations. The cannabis industry is growing at a rapid rate and our approach, which is focused on low-cost and sustainable
cultivation in greenhouses, is a key component of our long-term business model. Our projects in Colorado and Oklahoma benefit from the
potential for rapid speed to revenue. Our most recent project in Michigan is the largest cannabis cultivation facility in Michigan and,
once operational, should compete very well in this rapidly growing market. We are focused on bringing best in class, large-scale mainstream
greenhouse agricultural cultivation techniques to the cannabis industry.
Carbon
While
we are disappointed with the status of the Hawaii endeavor, we believe that the experience has led to what could be an exciting opportunity
to develop a sustainable approach to the production of Activated Carbon from waste materials. Typical production of activated carbon
has a very high carbon footprint whereas we believe our approach may have a negative carbon footprint. We look forward to continuing
to develop this novel concept which should have applications beyond our initial waste stream feedstock.
Sustainability
Cannabis
In
2021, according to BofA Securities, the U.S. Regulated Cannabis industry generated $25 billion in sales revenue representing 40% growth
year over year. This growth is partly driven by changing attitudes towards cannabis. According to a 2021 Pew Research Poll, 91% of U.S.
adults say that marijuana should be legal, while only 9% say that it should not. As of March 15, 2022, 36 states have legalized
marijuana for medical use, 16 have legalized recreational use, and these numbers are expected to continue to rise.
Millennium
Cannabis LLC, (“MillCann”), a wholly owned subsidiary of MILC, is focused on a sustainable approach to cannabis cultivation
through Controlled Environmental Agriculture (CEA) in the form of greenhouses. MillCann currently has operations in Colorado, Oklahoma,
and Michigan. Millcann is focused on bringing best-in-class, large scale agriculture techniques to the cannabis industry.
Millennium
Cannabis focuses on cultivation of cannabis in Controlled Environment Agriculture facilities (CEA) in the form of greenhouses. Greenhouses
represent a more sustainable approach to the cultivation of cannabis relative to indoor cultivation which accounts for the majority of
cannabis cultivation in the United States. By focusing on greenhouses, MILC provides an extremely environmentally friendly solution,
which consumes approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight and
requires significant amounts of heating, ventilation and air conditioning (“HVAC”). Greenhouses use 90% less water than field
grown plants, and all of MILC’s greenhouse properties operate without the use of pesticides avoiding agricultural runoff of fertilizers
and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms,
including seizures and spasms, Multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and
Alzheimer’s.
During
2021, Millennium Cannabis made significant progress building an experienced cannabis cultivation team. By leveraging the sustainable
infrastructure at our three greenhouse cultivation facilities, we are positioned to become a competitive, low-cost producer of high-grade
cannabis in each market we operate in.
MILC
leases its three cannabis cultivation properties from subsidiaries of Power REIT (NYSE AMEX: PW and PW.PRA). David Lesser is Chairman
and CEO of Power REIT and also Chairman and CEO of MILC. MILC’s affiliation with Power REIT provides efficient access to capital
allowing MILC to establish operations quickly and become a sustainable high-quality, low-cost producer of cannabis.
Carbon
The
global Activated Carbon market is expected to continue an upward trend over the next decade reaching $8.9 billion by 2026 as cited by
MarketsandMarkets, 2021. Activated Carbon is used in a variety of filtration and purification applications which help improve the environment
and is also important to the manufacture of many products. Expanding urbanization, construction, and chemical production is increasing
the amount of waste in need of treatment. We believe that additional tailwinds from the global push for decarbonization, pollution control,
and sustainable manufacturing processes may increase demand for and interest in, Activated Carbon related opportunities.
Millennium
Carbon, LLC (“MillCarbon”) is a wholly owned subsidiary that is currently developing a novel technology for the sustainable
production of Activated Carbon. The primary feedstock for the production of Activated Carbon is coal and the overall process has a very
high carbon footprint. Our proprietary technology will use carbon dense waste streams that often represent disposal problems as its feedstock.
In doing so, MillCarbon is expected to not only solves a waste problem but also generates Activated Carbon that can be used in industry
for purification and filtration.
MillCarbon
has constructed a proof-of-concept pilot-scale plant in Kentucky, using novel technology to produce Activated Carbon from a waste stream
(“Stillage”) generated by Bourbon distilleries as its feedstock. MillCarbon believes that the bourbon industry in Kentucky
generates in excess of 1 billion gallons per year of Stillage and this represents a significant environmental disposal problem. Initial
results from the operation of the pilot-scale plant are encouraging. MILC is commencing the evaluation of constructing a commercial scale
plant.
Millennium
HI Carbon, LLC (“MHC”) is a wholly owned subsidiary that acquired an Activated Carbon plant in Hawaii (the “Hawaii
Plant”) that was intended to produce a very high-grade form of Activated Carbon for the production of ultracapacitors which are
an advanced electrical storage device. During the first half of 2019, MHC concluded that the Hawaii Plant was not capable of producing
consistent results and has made efforts to minimize overhead and cash drain while it seeks a strategic alternative for the Hawaii Plant.
Effective December 31, 2021, MILC determined to write off the remaining value of the HI asset for accounting purposes given that the
plant is dormant and there is uncertainty around a business plan for this asset. Impairment of $2,765,000 was recognized as of December
31, 2021 to account for the full write off of the asset.
Corporate
History
MILC
was incorporated in Delaware on March 15, 2006 as a Special Purpose Acquisition Company for the purpose of effecting a merger, capital
stock exchange, asset acquisition or other similar transaction (a “Business Combination”) with an operating business or businesses
that have operations primarily in India (a “Target Business”). In January 2008, the acquisition of a 14.75% equity interest
in the SMC Group was consummated by MILC upon approval by public stockholders. For stockholders who voted to not approve the acquisition
842,625 shares were redeemed for $6,736,949. As a result of its plan to invest substantially all of its assets in SMC Group stock, MILC
was required to register with the SEC as a closed-end, non-diversified investment company under the Investment Company Act of 1940 (the
“Act”).
In
March 2008, MILC’s interest was reduced to 14.44% due to Bennett Coleman & Co., a leading New Delhi based financial media and
investment firm investing in SMC Group. In May 2009, the merger of SMC Group’s two underlying companies, SAM Global Securities
Limited (“SAM”) and SMC Global Securities Limited (“SMC Global”) was finalized. In June 2009, MILC’s interest
was increased to 15.14% with the shares of SAM and SMC Global (1,298,400 and 1,730,026 shares, respectively) converting to 1,586,738
shares of SMC Global. On July 2, 2011, as previously announced, Sanlam, which is engaged in the business of portfolio management consultancy,
increased its stake in SMC Global to a total of approximately 8.36%, by purchasing an additional 3.25% equity stake in SMC Global which
reduced MILC’s equity interest in SMC Global to approximately 14.03%. On July 31, 2012, SMC Global held a shareholder meeting and
consented to a stock-split of the equity shares of the Company 10:1, increasing MILC’s position of 1,586,738 shares to 15,867,380
shares.
On
October 3, 2013, MILC announced that public efforts by MILC shareholder Hudson Bay Partners, LP (“HBP”) to secure shareholder
support for the replacement of MILC’s Board of Directors with a new director slate resulted in the delivery to MILC of written
consents representing more than 50% of the outstanding shares. Accordingly, all of HBP’s director nominees were appointed to the
MILC Board of Directors (the “Board”) including the principal of HBP, David H. Lesser, our CEO and Chairman.
In
December 2013, MILC commenced selling its interest in SMC Global with the intent of completely liquidating its position which was completed
in June 2021.
On
March 4, 2014, our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) was
amended to reduce the number of the Company’s shares of authorized capital stock from 45,005,000 to 12,005,000. Our Certificate
of Incorporation currently authorizes the issuance of 12,000,000 shares of common stock and 5,000 shares of preferred stock, each with
a par value of $0.0001 per share.
Effective
June 11, 2014, MILC completed a corporate reorganization which resulted in the change of its name to Millennium Investment & Acquisition
Company Inc. (“MILC” or the “Company”) from Millennium India and Acquisition Company Inc., under the laws and
procedures of Delaware, the state where the registrant is incorporated. The corporate reorganization was undertaken following a change
of investment policy, pursuant to which the registrant’s Board of Directors decided to abandon the registrant’s former policy
of investing at least 80% of the value of its net assets and borrowings in equity securities of companies operating in India. In conjunction
with the change in investment policy, the Board effected the change of name to remove reference to India, in compliance with the U.S.
Investment Company Act of 1940 and the rules thereunder.
Human
Capital
Mr.
David H. Lesser serves as a member and Chairman of our Board of Directors. He also serves as our Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer. In November 2021, we also announced the appointment of Miriam Rouziek to our Board of Directors. Ms.
Rouziek has more than 10 years of accounting, tax, and audit experience.
Across
our business, we believe our employees are our most valuable asset and that our success depends on our ability to retain our key personnel.
We believe that the skills, experience, and industry knowledge of our employees significantly benefit our operations and performance.
Employee
health and safety in the workplace is one of our core values. The COVID-19 pandemic has underscored for us the importance of keeping
our employees safe and healthy. In response to the pandemic, we have taken actions aligned with the World Health Organization and the
Centers for Disease Control and Prevention in an effort to protect our workforce so they can more safely and effectively perform their
work.
At
the end of 2021, our team had a total of 96 employees of which 92 work on our sustainable cannabis cultivation projects and 4 work on
our sustainable production of Activated Carbon.
Employee
levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business
successfully.
ESG
the “Triple Bottom Line”
With
a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People, MILC is committed to best-in-class focus
on Environment, Social and Governance (“ESG”) factors.
Environmental
We
currently focus on sustainable cultivation of cannabis in greenhouse properties which consume dramatically less energy than indoor growing,
90% less water than outdoor growing, and do not generate the agricultural runoff associated with traditional fertilizers or pesticides.
In addition, we are developing a novel technology for the sustainable cultivation of Activated Carbon whereby we can replace coal as
a feedstock with an organic waste. Activated Carbon is primarily used for filtration and purification.
Social
As
of December 31, 2021, 100% of our greenhouse facilities produce cannabis which some people consider can be an alternative medical solution
for a variety of ailments including, such things as multiple sclerosis, PTSD, arthritis, and seizures. The U.S. Food and Drug Administration
does not currently have guidance on the validity of such claims. We are also creating a significant amount of employment opportunities
in the markets we operate in.
Governance
MILC
has a four-person Board with three independent Directors. Each Director serves a one-year term and as such, we do not have a staggered
board. In addition, we do not have any other management protection structures such as “poison pills” or “golden parachutes.”
MILC management has strong alignment with shareholders through significant insider ownership. We believe that our corporate governance
is a strong component of our ESG profile.
As
our ESG story and portfolio expand, we intend to continue to build our investor engagement efforts, driving our commitment to the planet,
its people, and generating returns for our shareholders.
Corporate
Information
Our
principal offices are located at 301 Winding Road, Old Bethpage, NY 11804, and our telephone number at that office is (212) 750-0371.
Available
Information
Our
website address is www. millsustain.com. We have included our website address as a factual reference and do not intend it to be
an active link to our website. We make available on our website, our Annual Reports on Form 10-K, quarterly Reports on Form 10-Q and
Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
These reports are available free of charge through the investor relations page of our internet website as soon as reasonably practicable
after those reports are filed with the SEC.
Item
1A. Risk Factors.
An
investment in MILC’s securities involves significant risks. Anyone making an investment decision regarding MILC’s securities
should, before making that decision, carefully consider the following risk factors, together with all of the other information included
in, or incorporated by reference into, this document. Additional risks and uncertainties not currently known to us or that we currently
deem immaterial may also have a material adverse effect on our business, operations, and future performance. If any of the circumstances
contemplated in the following risk factors were to occur, MILC’s business, financial condition, results of operations and prospects
could all be materially adversely affected. In any such case, you could lose all or part of your investment.
Risks
Related to our Financial Position and Capital Requirements
The
COVID-19 pandemic could adversely affect our business, financial condition and results of operations.
In
response to the COVID-19 outbreak, and its continued mutations, governmental authorities in the United States, and internationally have
introduced various measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures,
quarantines, self-isolations, shelter-in-place orders and social distancing protocols. The COVID-19 outbreak and the response of governmental
authorities to try to limit it are having a significant impact on the private sector and individuals. The continued spread of COVID-19
globally could continue to have an adverse impact on our business, operations and financial results, including through disruptions in
our cultivation and processing activities, supply chains and sales channels, as well as a deterioration of general economic conditions
including a possible national or global recession. Shelter-in-place orders and social distancing practices designed to limit the spread
of COVID-19 may affect our retail business. Due to the speed with which the COVID-19 situation is developing and the uncertainty of its
magnitude, outcome and duration, it is not possible to estimate its impact on our business, operations or financial results; however,
the impact could be material.
Our
business could be adversely affected by the risks, or the public perception of the risks, related to the COVID-19 pandemic. The risk
of a pandemic, or public perception of such a risk, could cause customers to avoid public places and are causing disruptions in our supply
chains and/or delays in the delivery of our products. These risks could also adversely affect our customers’ financial condition,
resulting in reduced spending on the products we produce. We are also experiencing negative impacts with respect to reliability and consistency
of our labor force and the loss of labor as a result of Covid-19. The ultimate extent of the impact of the COVID-19 pandemic highly
uncertain. These and other potential impacts could therefore adversely affect our business, growth, and financial condition in ways we
may have not yet considered.
We
have shifted our business focus to sustainable cannabis cultivation in greenhouses and have a relatively short operating history in this
line of business.
In
2021, we shifted our business focus to the sustainable cultivation of cannabis in greenhouses, which is a new line of business for us.
In addition, we recently identified a ovel approach to activated carbon. As such we have a relatively short operating history in these
industries, which makes it difficult to evaluate our business and future prospects. We have encountered, and will continue to encounter,
risks and difficulties frequently experienced by growing companies in nascent and rapidly changing industries, including those related
to:
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dynamic
regulatory environments and costs associated with remaining compliant; |
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our
ability to compete with similar companies; |
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our
ability to effectively market our products and services; |
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the
amount of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; |
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our
ability to control costs; |
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our
ability to manage growth; |
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public
perception and acceptance of cannabis-related products and services generally; and |
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general
economic conditions and events. |
If
we do not manage these risks successfully, our business and financial performance will be adversely affected. Our long-term results of
operations are difficult to predict and depend on the commercial success of our products, services and clients, the continued growth
of the cannabis industry generally (and public acceptance of cannabis-related products) and the regulatory environment within which the
cannabis industry operates.
There
can be no assurance that we will be able to consummate our business strategy and plans, or that financial, technological, market, or
other limitations may not force us to modify, alter, significantly delay, or significantly impede the implementation of such plans. We
have insufficient results for investors to use to identify historical trends. Investors should consider our prospects considering the
risks, expenses and difficulties we will encounter as an early-stage company. Our revenue and income potential is unproven and our business
model is continually evolving. We are subject to the risks inherent to the operation of a new business enterprise and cannot assure you
that we will be able to successfully address these risks.
To
date we have generated minimal revenue from our operations, have incurred significant losses and we anticipate that we will continue
to incur losses for at least the next year.
For
the years ended December 31, 2021 and 2020, we incurred a net loss of $7,215,184 and $6,495,794, respectively. We have an accumulated
deficit of $50,483,892 through December 31, 2021. We have generated minimal revenue of $41,780 for the year ended December 31,
2021. We expect to continue to incur operating losses until such time, if ever, as we are able to achieve sufficient levels of revenue
from operations. There can be no assurance that we will ever generate significant sales or achieve profitability. Accordingly, the extent
of future losses and the time required to achieve profitability, if ever, cannot be predicted at this point.
Although
we believe our existing cash will be sufficient for the near term, in the long term we may not generate significant
revenues or raise additional financing in order to achieve and maintain profitability. Our failure to achieve or maintain profitability
would likely negatively impact the value of our securities and financing activities.
We
will likely require additional financing to successfully implement our business strategy and may face restricted access to traditional
sources of capital.
Our
capital requirements will depend upon numerous factors, including the demand for our products and services. If funds generated from our
operations are insufficient for desired growth, we will need to raise additional funds through public or private financing. No assurance
can be given that we will be able to secure additional financing or that, if available, it will be on favorable terms. In February 2014,
the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) provided guidance for financial
institutions that does not provide any safe harbors from regulatory or criminal enforcement actions by the DOJ, FinCEN, or other legal
regulators. As a result, the majority of banks and financial institutions are not comfortable with providing their services to cannabis-related
business leaving these businesses with little to no access to outside financing. If adequate funds are not available, we may have to
adjust our growth strategy which likely would have a material adverse effect on our prospects, business, financial condition, and results
of operations.
Risks
Related to the Cannabis Related Activities
Cannabis
is illegal under federal law.
Cannabis
(with the exception of hemp containing no more than 0.3% THC by dry weight) is illegal under U.S. federal law. In those states in which
the use of cannabis has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act of
190 (the “CSA”). The CSA classifies marijuana (cannabis) as a Schedule I controlled substance, and as such, medical
and adult-use cannabis consumption is illegal under U.S. federal law. Unless and until Congress amends the CSA with respect to cannabis
(and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. Since federal
law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis
is a significant risk which would harm the Company’s business, prospects, results of operation, and financial condition as all
of our operations are cannabis-related and concentrated in the United States.
A
prior U.S. administration attempted to address the inconsistent treatment of cannabis under state and federal law in the Cole Memorandum
which Deputy Attorney General James Cole sent to all U.S. Attorneys in August 2013 that outlined certain priorities for the Department
of Justice (“DOJ”) relating to the prosecution of cannabis offenses. The Cole Memorandum provided that enforcing federal
cannabis laws and regulations in jurisdictions that have enacted laws legalizing cannabis in some form and that have also implemented
strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of
cannabis conduct in compliance with those laws and regulations was not a priority for the DOJ. The DOJ did not provide (and has not provided
since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient under the Cole Memorandum. On January
4, 2018, U.S. Attorney General Jeff Sessions formally issued the Sessions Memorandum, which rescinded the Cole Memorandum effective upon
its issuance. The Sessions Memorandum stated, in part, that current law reflects “Congress’ determination that cannabis is
a dangerous drug and cannabis activity is a serious crime”, and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted
by Congress and to follow well-established principles when pursuing prosecutions related to cannabis activities. There can be no assurance
that the federal government will not enforce federal laws relating to cannabis in the future. The uncertainty of federal enforcement
practices going forward and the inconsistency between federal and state laws and regulations presents major risks for our business and
operations. Any such change in the federal government’s enforcement of federal laws could cause significant financial damage to
us and our stockholders. We cannot predict the nature of any future laws or regulations enacted by the government and the effects they
could have on our business.
U.S.
State regulations are uncertain and present significant risk.
While
there appears to be ample public support for favorable legislative action to legalize cannabis use and possession, numerous factors may
impact or negatively affect the legislative process(s) within the various states we have business interests in. There is no assurance
that state laws legalizing and regulating the sale and use of cannabis will not be repealed, amended, or overturned, or that local governmental
authorities will not limit the applicability of state laws within their respective jurisdictions. If the U.S. federal government begins
to enforce U.S. federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing state
laws are repealed, the Company’s business or operations in those states or under those laws would be materially and adversely affected.
Federal actions against any individual or entity engaged in the cannabis industry, or a substantial repeal of cannabis related legislation
could adversely affect the Company, its business and its assets or investments.
The
Company is subject to applicable anti-money laundering laws and regulations.
The
Company is subject to a variety of laws and regulations domestically in the U.S. that involve money laundering, financial record-keeping
and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (commonly known as the “Bank
Secrecy Act”), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), and the rules and regulations thereunder, and any related or
similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the U.S. Further, under U.S.
federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small
business loan, or any other service could be found guilty of money laundering, aiding, and abetting, or conspiracy.
If
any of the operations of the Company, or any proceeds thereof, any dividend distributions or any profits or revenues derived from these
operations were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds from
a crime under one or more of the statutes noted above. This may restrict the ability of the Company to declare or pay dividends or effect
other distributions.
Various
federal, state and local laws, regulations and guidelines govern our business in the jurisdictions in which we operate or propose to
operate, or to which we export or propose to export our products, including laws and regulations relating to health and safety, conduct
of operations and the production, management, transportation, storage and disposal of our products and of certain material used in our
operations. Compliance with each set of these laws, regulations and guidelines requires concurrent compliance with other complex federal,
state and local laws, regulations and guidelines. These laws, regulations and guidelines change frequently and may be difficult to interpret
and apply. Compliance with these laws, regulations and guidelines requires the investment of significant financial and managerial resources,
and a determination that we are not in compliance with these laws, regulations and guidelines could harm our reputation and brand image
and have a material adverse effect on our prospects, business, financial condition and results of operations. Moreover, it is impossible
for us to predict the cost or effect of such laws, regulations or guidelines upon our future operations. Changes to these laws, regulations
and guidelines could negatively affect our competitive position within our industry and the markets in which we operate, and there is
no assurance that various levels of government in the jurisdictions in which we operate will not pass legislation or regulation or issue
guidelines that adversely impacts our business.
Our
business is entirely dependent on licensing and compliance at federal, state, and local levels.
There
can be no assurance that the licenses necessary for us operate our businesses will be obtained, retained, or renewed. We have applied
for a license to operate our cannabis business in Colorado and there can be no assurance that such license will be obtained. If we were
determined to have violated applicable rules and regulations, there is a risk that any given licenses could be revoked, which could adversely
affect our operations. Furthermore, there can be no assurance that we will be able to retain the licenses going forward, or that new
licenses will be granted to existing and new market entrant in the jurisdictions in which we operate or propose to operate.
Along
with required licensing and certifications, various federal, state, and local regulations and guidelines govern our business in the jurisdictions
in which we operate or propose to operate. Compliance with each set of these laws, regulations and guidelines requires concurrent compliance
with other complex federal, state, and local laws, regulations and guidelines. These laws, regulations and guidelines change frequently
and may be difficult to interpret. Compliance with these laws, regulations and guidelines requires the investment of significant financial
and managerial resources, and a determination that we are not in compliance with these laws, regulations and guidelines could harm our
reputation and have a material adverse effect on our prospects, business, financial condition, and results of operations. Moreover, it
is impossible for us to predict the cost or effect of such laws, regulations, or guidelines upon our future operations. Changes to these
laws, regulations and guidelines could negatively affect our competitive position within our industry and the markets in which we operate,
and there is no assurance that various levels of government in the jurisdictions in which we operate will not pass legislation or regulation
or issue guidelines that adversely impacts our business.
Our
success is dependent on consumer acceptance of cannabis products and changes in consumer spending may harm our business.
Our
ability to generate revenue and be successful in the implementation of our business plan is significantly dependent on consumer acceptance
of and demand for cannabis products generally, and, specifically, our products. Consumer acceptance will depend on several factors, including
federal regulation of cannabis, availability, cost, ease of use, familiarity of use, convenience, effectiveness, safety, and reliability.
If consumers do not accept cannabis products generally, or, specifically, our products, or if we fail to meet customers’ needs
and expectations adequately, our ability to continue generating revenues could be reduced.
Changes
in consumer spending are influenced by factors beyond our control that may reduce demand for our product. These factors include, but
are not limited to, natural disasters, depressed housing prices, contagious disease outbreaks, and terrorist activities. These factors
may lead to increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability
to advance its business strategy and realize on its growth prospects.
We
may face constraints on marketing products.
The
Company’s business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by
regulatory bodies for products containing cannabis or ingredients derived from cannabis including, but not limited to, the FDA, the United
States Department of Agriculture (“USDA”) and state regulatory agencies. If the Company is unable to effectively market its
products due to these applicable restrictions, or if the costs of compliance cannot be absorbed through increasing prices for its products,
the Company’s sales and operating results could be adversely affected.
Competition
in the cannabis industry is intense.
The
cannabis industry is highly fragmented. We anticipate the presence as well as entry of other companies in this market space and acknowledge
that we may not be able to establish or maintain a competitive advantage. Some of these companies may have longer operating histories,
stronger brand recognition, and significantly greater financial resources. This may enable them to adapt to changing market conditions
and take advantage of new market opportunities more quickly than we are able to. Increased competition is likely to result in price compression,
reduced gross margins and loss of market share.
We
may face competition from synthetic production and technological advances related to cannabis production
The
pharmaceutical industry may attempt to dominate the cannabis industry, and in particular, legal cannabis, through the development and
distribution of synthetic products which emulate the effects and treatment of organic cannabis. If they are successful, the widespread
popularity of such synthetic products could change the demand, volume and profitability of the cannabis industry. This could materially
and adversely affect the ability of the Company to secure long-term profitability through the sustainable and profitable operation of
its business.
We
are subject to risks from products liability claims.
The
Corporation may be subject to various product liability claims, including, among others, that specific cannabis products caused injury
or illness, or include inadequate warnings concerning possible side effects or interactions with other substances. If we cannot successfully
defend against product liability claims, we may incur substantial liabilities or be required to limit sales of our products. Even a successful
defense of these hypothetical future cases would require significant financial and management resources. These claims could also negatively
affect our reputation with our clients and consumers and could have a material adverse effect on us.
We
are subject to risks related to unsafe concentration of heavy metals and other contaminants in our cannabis products and variance in
state regulation regarding permissible levels of contaminants.
Cannabis
plants may absorb heavy metals and other contaminants from the soil that they grow in. Nutrient products are made from ingredients that
may contain heavy metals and other contaminants. Some contaminants, like heavy metals, are toxic to humans at even low concentrations.
If our raw materials contain contaminants, they may transfer to our products. If the level of contaminants in our products exceeds permissible
or safe levels, it may result in monetary losses, product liability claims and reputational risk. In addition, state regulation of permissible
levels of contaminants in cannabis products varies, making compliance difficult and costly.
Our
insurance coverage may be inadequate to cover all risk exposures.
While
we intend to maintain insurance for certain risks, there can be no assurances that the amount of our insurance coverage will be adequate
to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business.
We may have difficulty obtaining insurance because we operate in the cannabis industry (similar to reasons related to lack of access
to financing). The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect
on our prospects, business, financial condition, and results of operations. Additionally, due to lack of business interruption insurance,
any business disruption, which may be comparably frequent because of the COVID-19 pandemic, could result in substantial costs and unfavorable
allocation of resources.
If
we are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to manufacture
and sell our products may be harmed.
We
rely on a limited number of suppliers of our raw materials used in manufacturing our products. We experience recurring cycles of oversupply
and undersupply, to some extent due to seasonality, and, as a result, the price and availability of raw materials fluctuate. The availability
of raw materials has been adversely affected by the COVID-19 pandemic and in some cases prices have increased. If we are unable to maintain
a reliable supply of raw materials at competitive prices, we could experience disruptions in production or an increased cost of production.
Market conditions may limit our ability to raise selling prices to offset increases in our raw material costs. Any of the foregoing could
have a material adverse impact on our prospects, business, financial condition and results of operations.
Scientific
research related to the benefits of cannabis remains in early stages and is subject to a number of important assumptions and may prove
to be inaccurate.
Research
in the United States and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis remains in
early stages. To the Company’s knowledge, there have been relatively few clinical trials on the benefits of cannabis. Although
the Company believes that the articles and reports, and details of research studies and clinical trials that are publicly available reasonably
support the medical benefits, viability, safety, efficacy and dosing of cannabis, future research and clinical trials may prove such
statements to be incorrect. Future research studies and clinical trials may reach negative conclusions regarding the viability, safety,
efficacy, dosing, social acceptance or other facts and perceptions related to medical cannabis that could materially impact participants
in this sector.
There
is uncertainty related to the regulation of vaporization products and related accessories.
There
is uncertainty regarding whether and in what circumstances federal, state, or local regulatory authorities will seek to develop and enforce
regulations relative to vaporizer hardware and accessories that can be used to vaporize cannabis and/or tobacco. Further, it remains
to be seen whether current or future regulations relating to tobacco vaporization products would also apply to cannabis vaporization
products and related accessories.
There
has been increasing activity on the federal, state, and local levels with respect to scrutiny of vaporizer products. Governmental bodies
across the United States have indicated that vaporization products and other consumption accessories may become subject to laws and regulations
at the state and local levels. At the state level, over 25 states have implemented statewide regulations that prohibit vaping in public
places. In January 2015, the California Department of Health declared electronic cigarettes and certain other vaporizer products a health
threat that should be strictly regulated like tobacco products, and in September 2019, California’s governor issued an executive
order on vaping, focused on enforcement and disclosure. Some cities have also implemented more restrictive measures than their state
counterparts, such as San Francisco, which in June 2018, approved a new ban on the sale of flavored tobacco products, including vaping
liquids and menthol cigarettes.
The
application of any new laws or regulations that may be adopted in the future, at a federal, state, or local level, directly or indirectly
implicating cannabis vaporization products or consumption accessories could limit our ability to sell such products, result in additional
compliance expenses, and require us to change our labeling and methods of distribution, any of which could have a material adverse effect
on our prospects, business, financial condition and results of operations.
The
U.S. cannabis industry and market are nascent, and this industry and market may not continue to exist or develop as anticipated.
We
are operating in a nascent industry and market, and our success depends on our ability to operate our business successfully and attract
and retain clients. In addition to being subject to general business risks applicable to a business involving an agricultural product
and a regulated consumer product, we need to continue to make investments in our business strategy and production capacity. Competitive
conditions, consumer preferences and spending patterns in this industry and market are relatively unknown and may have unique characteristics
that differ from other existing industries and markets and that may cause our efforts to further our business to be unsuccessful or to
have undesired consequences. As a result, we may not be successful in our efforts to operate our business or attract and retain customers
or produce and distribute our product to the markets in which we operate or to which we export in time to be effectively commercialized,
or these activities may require significantly more resources than we currently anticipate in order to be successful.
The
cannabis industry and, by extension, the Company may receive unfavorable publicity or become subject to negative consumer or investor
perception.
We
believe that the cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety,
efficacy, and quality of the cannabis distributed to consumers. The perception of the cannabis industry and cannabis products may be
significantly influenced by scientific research or findings, regulatory investigations, litigation, political statements, media attention
and other publicity (accurate or not) both in the United States and in other countries relating to the consumption of cannabis products,
including unexpected safety or efficacy concerns arising with respect to cannabis products or the activities of industry participants.
There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research
findings or publicity will be favorable to the cannabis market or any cannabis product or will be consistent with earlier publicity.
Adverse publicity could arise even if the adverse effects associated with cannabis products resulted from consumers’ failure to
use such products legally, appropriately, or as directed.
Certain
events or developments in the cannabis industry more generally may impact our reputation.
Cannabis
has often been associated with various other narcotics, violence and criminal activities, the risk of which is that the business might
attract negative publicity. There is also a risk that the actions of other participants may negatively affect the reputation of the industry
as a whole and thereby negatively impact the reputation of the Company. The increased usage of social media and other web-based tools
used to publish and discuss content and to connect with others has made it easier for individuals and groups to communicate and share
opinions in regard to industry participants, whether true or not and the cannabis industry, whether true or not. The Company does not
have direct control over how it or the cannabis industry is perceived by others and reputation loss, or tainting may have material adverse
effects on our performance.
Third
parties with whom we may do business may consider engaging with the Company to be a reputational risk.
The
parties with which we may do business might perceive our relationship as a reputational risk as a result of the Company’s cannabis-related
business activities. Failure to establish or maintain business relationships due to reputational risk of being associated with the Company’s
business could have a material adverse effect on the Company’s business, financial condition, and results of its operations.
Under
current tax laws, we are unable to deduct all of our business expenses related to our cannabis activities.
Section
280E of the Internal Revenue Code prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing
us to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business
depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, our cannabis business may be less profitable
than it could otherwise be.
We
may be subject to tax risks related to controlled substances
If
our tax filing positions were to be challenged by federal, state and local or foreign tax jurisdictions, we may not be wholly successful
in defending our tax filing positions. We record reserves for unrecognized tax benefits based on our assessment of the probability of
successfully sustaining tax filing positions. Management exercises significant judgment when assessing the probability of successfully
sustaining tax filing positions, and in determining whether a contingent tax liability should be recorded and estimating the amount of
that liability. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts
or we may be required to reduce the carrying amount of our net deferred tax asset, either of which result could be significant to our
financial condition or results of operations
Tax
and accounting requirements may change in ways that are unforeseen to us and we may face difficulty or be unable to implement or comply
with any such changes.
We
are subject to numerous tax and accounting requirements, and changes in existing accounting or taxation rules or practices, or varying
interpretations of current rules or practices are unpredictable and could have a significant adverse effect on our business as a whole.
Our operations, and any expansion, will require us to comply with the tax laws and regulations of multiple jurisdictions, which may prove
difficult. Complying with the tax laws of these jurisdictions can be time consuming and expensive and could potentially subject us to
penalties and fees in the future if we were to fail to comply.
The
cannabis industry could face opposition from other industries.
We
believe that established businesses in other industries may have a strong economic interest in opposing the development of the cannabis
industry. Cannabis may be seen as an attractive alternative to their products, including recreational cannabis as an alternative to alcohol
and medical cannabis as an alternative to various commercial pharmaceuticals. Many industries that could view the emerging cannabis industry
as an economic threat are well established, with substantial economic and federal and state lobbying resources. It is possible that companies
within these industries could attempt to slow or reverse legislation legalizing cannabis. Any success that these companies find in impeding
cannabis legalization initiatives have a detrimental impact on our business.
We
may be unable to protect our intellectual property rights.
The
success of the Company will depend, in part, on our ability to maintain protection over existing and potential proprietary techniques
and processes. We may be vulnerable to competitors who develop competing technology, whether independently or as a result of acquiring
access to the proprietary products and processes. In addition, effective future patent, copyright and trade secret protection may be
unavailable or limited in certain foreign countries and may be unenforceable under the laws of certain jurisdictions. If we are unable
to register, or maintain, our trademarks or file for or enforce patents on any of our inventions, such an inability could materially
affect our ability to protect our name and proprietary technologies. In addition, cannabis businesses may face court action by third
parties under the Racketeer Influenced and Corrupt Organizations Act (“RICO”).
We
may not be able to legally enforce our material agreements.
Since
cannabis remains illegal at the federal level, courts in multiple U.S. states have on several occasions found cannabis-related contracts
unenforceable due to illegality under federal law, even in the absence of any violation of state law.
We
may be unable to seek the protection of the bankruptcy courts.
Because
cannabis remains illegal under U.S. federal law, many courts have denied cannabis businesses bankruptcy protections, thus making it very
difficult for lenders to recoup their investments in the cannabis industry in the event of a bankruptcy. If the Company were to experience
a bankruptcy, there is no guarantee that U.S. federal bankruptcy protections would be available, which would have a material adverse
effect. A bankruptcy or other similar event related to an investment of the Company that precludes a party from performing its obligations
under an agreement may have a material adverse effect on the Company.
Risks
Related to our Operations
We
are dependent upon Mr. David H. Lesser for our success. On occasion, his interests may conflict with ours.
We
are dependent on the diligence, expertise and business relationships of our management team, particularly Mr. David H. Lesser,
our Chairman of the Board, Chief Executive Officer and Chief Financial Officer to implement our business strategy. If Mr.
Lesser is unable to function on behalf of the Company, the Company’s business and prospects would be adversely
affected. Moreover, Mr. Lesser has other business interests to which he dedicates a portion of his time that are unrelated to MILC. Although
Mr. Lesser is one of our major shareholders, on occasion, those other interests of his may conflict with his interests in MILC, and such
conflicts may be unfavorable to us.
In
addition, on occasion, our management may have financial interests that conflict, or appear to conflict with MILC’s interests.
For example, as of December 31, 2021 three of MILC’s greenhouse facilities are leased from subsidiaries of Power REIT (ticker:
PW). David H. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC established cannabis cultivation projects
in Colorado, Oklahoma, and Michigan which are all leased from subsidiaries of Power REIT. Although a majority of our disinterested directors
must approve, and in those instances did approve, MILC’s involvement in such transactions or any such circumstance, could lead
to conflicts of interest between MILC on one hand, and Power REIT, Mr. Lesser and his affiliates and interests on the other hand, and
such conflicts may be unfavorable to us.
We
may be unable to attract or retain key personnel with sufficient experience in the cannabis industry, and may prove unable to attract,
develop, and retain additional employees required for the Company’s development.
The
success of the Company is currently largely dependent on the performance of its management team (collectively, “Key Person(s)”).
Qualified individuals are in high demand, and the Company may incur significant costs to attract and retain them. In addition, the Company’s
lean management structure may be strained as the Company pursues growth opportunities. The ability to provide high quality service will
depend on attracting and retaining educated staff, as well as professional experiences that is relevant to our market. There will be
competition for personnel with these skill sets and the loss of the services of a Key Person, or an inability to attract other qualified
persons when needed, in a timely manner, could have a material adverse effect on the Company’s ability to execute on its business
plan and strategy.
We
may face difficulties in managing our growth.
The
Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The
ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial
systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material
adverse effect on the Company.
The
general market conditions in the United States may have a significant impact on our business.
The
success of our business is affected by general economic and market conditions. We will remain susceptible to economic recessions or downturns,
and any significant shifts in local or national economic conditions could have a material adverse effect on our business, financial condition
and results of operations. During periods of adverse economic conditions, we may have difficulty accessing financial markets or face
increased funding costs, which could make it more than it already might be to obtain additional funding if needed.
There
are risks associated with expanding our business and operations into jurisdictions outside of the current jurisdictions where we conduct
business.
There
can be no assurance that any market for our products and services will develop in any jurisdictions outside of the current jurisdictions
where we conduct business. We may face new or unexpected risks or significantly increase our exposure to one or more existing risk factors
if we expand into new jurisdictions, including, without limitation, economic instability, new competition, and additional, new or changes
in laws and regulations (including, without limitation, the possibility that we could be in violation of these laws and regulations as
a result of such changes). These factors may limit our ability to successfully expand our operations in or export our products to new
jurisdictions.
We
may become party to litigation in the ordinary course of business.
The
Company may become party to litigation from time to time in the ordinary course of business which could adversely affect their businesses.
Should any litigation in which the Company becomes involved result in a decision or verdict against it, such decision or verdict could
materially adversely affect the ability of the Company to continue operating. Even if the Company is involved in litigation and wins,
litigation can redirect significant resources from business operations and the Company’s reputation and perception could be adversely
affected.
We
cannot ensure that we will be able to maintain adequate internal controls.
Although
we will undertake a number of procedures in order to help ensure the reliability of our financial reports, we cannot be certain that
such measures will ensure that we will always be able to maintain adequate internal controls over financial processes and disclosure.
Failure to implement required new or improved controls could harm our results of operations or cause us to fail to meet our reporting
obligations. A material weakness, even if quickly remedied, could reduce the market’s confidence in our consolidated financial
statements and materially adversely affect the value or price of our common stock.
We
may be subject to risks related to information technology systems, including cyber-attacks.
Our
operations may depend on how well we and our suppliers protect networks, equipment, information technology (“IT”) systems
and software against damage from threats, including, but not limited to, natural disasters, intentional damage, fire, power loss, hacking,
and theft. Following our qualifying transaction, the Company’s operations may also depend on the timely maintenance, upgrade and
replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of
these and other events could result in information system failures, delays and/or increase in capital expenses. The Company’s risk
and exposure to these matters cannot be fully mitigated because of the evolving nature of these threats. As a result, cyber security
may become a priority to ensure the ongoing success and security of the business.
The
Company may be subject to risks related unforeseen or unpredictable events
The
occurrence of events such as terrorist attacks, extreme terrestrial or solar weather events or other natural disasters, emergence, or
continuation of a pandemic, or other widespread health emergencies, could create economic and financial disruptions, and could lead to
operational difficulties that could impair our ability to manage our business. Our industry is nascent, and our business is novel, and
there is no precedent to indicate how either would be impacted by such an event.
The
Company may be subject to transportation risks.
The
Company’s business may involve the distribution of its cannabis products and may depend on third-party transportation services
to do so. Any significant disruption of third-party transportation services could have an adverse effect on the Company. Rising costs
associated with the third-party transportation services may also adversely impact the business of the Company.
The
Company may be vulnerable to rising energy costs.
The
Company’s business may involve the production of cannabis products which will consume considerable energy, making the Company vulnerable
to rising energy costs. Volatile or rising energy costs may adversely impact the business and profitability of the Company.
The
Company may be subject to risks inherent in an agricultural business.
The
Company’s business involves the growing of cannabis, which is an agricultural product. As such, the business may be subject to
the risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Even when grown indoors
under climate-controlled conditions monitored by trained personnel, there can be no assurance that natural elements, such as insects
and plant diseases, will not have a material adverse effect on the production of cannabis products and on the Company.
The
Company may face significant environmental regulation and risks.
Participants
in the cannabis industry are subject to environmental regulation in the various jurisdictions in which they operate. These regulations
include the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation,
storage, and disposal of solid and hazardous waste. Environmental legislation is trending toward stricter standards and enforcement of
this regulation. Violation could lead to increased fines and penalties for non-compliance. There is no assurance that future changes
in environmental regulation will not adversely affect the Company.
The
estimates and judgments we make, or the assumptions on which we rely, in preparing our consolidated financial statements could prove
inaccurate.
Our
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of our assets, liabilities, revenues and expenses, the amounts of charges accrued by us and related
disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that
we believe to be reasonable under the circumstances. We cannot assure, however, that our estimates, or the assumptions underlying them,
will not change over time or otherwise prove inaccurate. Any potential litigation related to the estimates and judgments we make, or
the assumptions on which we rely, in preparing our consolidated financial statements could have a material adverse effect on our financial
results, harm our business, and cause our share price to decline.
Risks
Related to our Common Stock
We
may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute
your ownership.
If
we issue any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock in connection with any capital
raising transaction, our existing stockholders will experience immediate dilution upon such issuance or upon the future conversion or
exercise of such securities. The Board has discretion to determine the price and the terms of further issuances. If these activities
result in significant dilution, it may negatively impact the trading price of our shares of Common Stock. Any issuances by us of equity
securities may be at or below the prevailing market price of our Common Stock and in any event may have a dilutive impact on your ownership
interest, which could cause the market price of our stock to decline. We may also raise additional funds through the incurrence of debt
or the issuance or sale of other securities or instruments senior to our shares of Common Stock. We cannot be certain how the repayment
of those obligations will be funded, and we may issue further equity or debt in order to raise funds to repay such obligations which
may be highly dilutive. The holders of any securities or instruments we may issue may have rights superior to the rights of holders of
our Common Stock. If we experience dilution from the issuance of additional securities and we grant superior rights to new securities
over holders of our Common Stock, it may negatively impact the trading price of our shares of Common Stock, and you may lose all or part
of your investment.
The
Company may have to allocate resources toward the costs of maintaining a public listing that could have been used elsewhere
There
are costs associated with legal, accounting, and other expenses related to regulatory compliance. Securities legislation and the rules
and policies of securities exchanges require listed companies to, among other things, adopt corporate governance and related practices,
and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs.
The Company may be forced to devote greater resources than it otherwise would have other activities typically considered important by
publicly traded companies.
There
is no assurance that there will continue to be an active trading market for our Common Stock.
Our
Common Stock is quoted on the OTC Pink. There is no assurance that a market for our Common Stock will continue. In the absence of a public
trading market, or sufficient trading volume in the public market, an investor may be unable to liquidate its investment in our Company.
Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of
equity securities at a time and at a price that we deem appropriate.
The
market price of our Common Stock may fluctuate significantly in the future and this volatility may be increased due to our limited operating
history and lack of profits.
In
recent years, and largely due to the COVID-19 pandemic, the U.S. securities market in the U.S. and globally have experienced a high level
of price and volume volatility. There can be no assurance that fluctuations in price of Common Stock will not occur. The market price
of our Common Stock could be subject to significant fluctuations in response to variations in quarterly and annual operating results,
the results of any public announcements the Company makes, general economic conditions, and other factors. Increased levels of volatility
and resulting market turmoil may adversely impact the price of the Fixed Shares and the Floating Shares.
While
there is currently a market for our Common Stock, our price in the future will be particularly volatile when compared to the shares of
larger, more established companies that trade on a national securities exchange and have large public floats. The price for our shares
could decline in the event that a large number of shares of our Common Stock are sold on the market without commensurate demand. We are
a speculative or “risky” investment due to our limited operating history, lack of profits, and the industry in which we operate.
Investor perceptions of and sentiments surrounding the Company and the industry in which it operates are beyond our control and may decrease
the market price of our Common Stock, regardless of our operating performance.
FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell our Common Stock, which could depress the price of
our Common Stock.
FINRA
has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for that customer
before recommending an investment to a customer. Before recommending speculative low-priced securities to their non-institutional customers,
broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment
objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative
low-priced securities will not be suitable for at least some customers. This may limit your ability to buy and sell our shares of Common
Stock, have an adverse effect on the market for our shares of Common Stock, depressing the price per share of Common Stock.
Our
future results may vary significantly which may adversely affect the price of our Common Stock.
It
is possible that our revenues and operating results may vary significantly from quarter-to-quarter. You should not rely on the results
of one quarter as an indication of our future performance. In some future quarters, our revenues and operating results may fall below
our expectations or the expectations of market analysts and investors. As a result, the price of our Common Stock may decline significantly.
Our
management and principal stockholders could significantly influence or control matters requiring a stockholder vote.
Currently,
our management and principal stockholders beneficially own a significant amount of our outstanding Common Stock. As a result, our management
and such principal stockholders have the ability to significantly influence the outcome on matters requiring approval of our stockholders,
including the election of directors. As of March 15, 2022, our management owns approximately 19.38% of the voting power of our
capital stock, based on the number of outstanding shares of Common Stock as of such date.
The
requirements of being a public company may strain our resources and divert management’s attention away from revenue generating
activities.
As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall
Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Compliance with these rules and regulations
will increase our legal and financial compliance costs, making some activities more costly. The Exchange Act requires, that we file annual,
quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires that we maintain effective
disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our
disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management
oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely
affect our business and operating results. We may need to hire more employees in the future or engage outside consultants, which will
increase our costs and expenses.
In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity,
and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure
and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment
may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us
and our business may be adversely affected.
We
are classified as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable
to smaller reporting companies will make our Common Stock and other securities less attractive to investors.
As
a reporting company under the Exchange Act, we are classified as an “smaller reporting company,” as defined in Item 10 of
Regulation S-K, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We cannot predict if investors will find our Common Stock and other securities less attractive because we may rely on these exemptions.
If some investors find our Common Stock or other securities less attractive as a result, there may be a less active trading market for
our Common Stock and our stock price may be more volatile. Decreased disclosures in our SEC filings due to our status as a “smaller
reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
We
have not paid dividends and do not plan to for the foreseeable future and any return on investment may be limited to appreciation in
the value of our Common Stock.
We
currently intend to retain any future earnings to support the expansion of our business and do not anticipate paying cash dividends on
our shares of Common Stock in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors.
To the extent we do not pay dividends, our shares of Common Stock may be less valuable because a return on investment will only occur
if and to the extent our stock price appreciates, which may never occur. If the price of our Common Stock does not appreciate, then there
will be no return on investment. Investors seeking cash dividends should not purchase our Common Stock.