0000721748-16-001665.txt : 20160912 0000721748-16-001665.hdr.sgml : 20160912 20160912161817 ACCESSION NUMBER: 0000721748-16-001665 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 78 FILED AS OF DATE: 20160912 DATE AS OF CHANGE: 20160912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Cannabis Company, Inc. CENTRAL INDEX KEY: 0000945617 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 942901715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-213592 FILM NUMBER: 161881159 BUSINESS ADDRESS: STREET 1: 3457 RINGSBY COURT STREET 2: UNIT 111 CITY: DENVER STATE: CO ZIP: 80216-4900 BUSINESS PHONE: (720) 466-3789 MAIL ADDRESS: STREET 1: 3457 RINGSBY COURT STREET 2: UNIT 111 CITY: DENVER STATE: CO ZIP: 80216-4900 FORMER COMPANY: FORMER CONFORMED NAME: Brazil Interactive Media, Inc. DATE OF NAME CHANGE: 20130617 FORMER COMPANY: FORMER CONFORMED NAME: NATUREWELL INC DATE OF NAME CHANGE: 20000731 FORMER COMPANY: FORMER CONFORMED NAME: LA JOLLA DIAGNOSTICS INC DATE OF NAME CHANGE: 19950523 S-1 1 ammj082616s1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

American Cannabis Company, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

8742
(Primary Standard Industrial Classification Code Number)

94-2901715
(I.R.S. Employer Identification Number)

5690 Logan Street, Unit A

Denver CO. 80216
Telephone: (303) 974-4470
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Corey Hollister

American Cannabis Company, Inc.

5690 Logan Street, Unit A

Denver CO. 80216
Telephone: (303) 974-4470
(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock to be offered for resale by selling stockholders		5,917,442	$	0.10	⁽²⁾	$	591,744	$	59.59	⁽³⁾



(1)	Consists of up to 5,829,842 shares of common stock to be sold to Tangiers Global, LLC under the amended and restated investment agreement dated August 4, 2016, and 87,600 shares of commons stock owned by a selling stockholder.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933.

(3)	Based on the closing price per share of $0.10 for American Cannabis Company, Inc.’s common stock on September 2, 2016 as reported by the OTC Markets Group.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated September ___, 2016

American Cannabis Company, Inc.

5690 Logan Street, Unit A

Denver CO. 80216
Telephone: (303) 974-4470

PRELIMINARY PROSPECTUS

This prospectus relates to the resale of 5,917,442 shares of our common stock, par value $0.00001 per share, including (i) 5,829,842 shares of common stock (the “Common Shares”), shares issuable to Tangiers Global, LLC (defined below) and, (ii) 87,600 shares previously issued to an individual shareholder.

This prospectus relates to the resale of up to 5,829,842 shares of the Common Shares, issuable to Tangiers Global, LLC (“Tangiers”), a selling stockholder pursuant to a “put right” under an amended and restated investment agreement (the “Investment Agreement”), dated August 4, 2016, that we entered into with Tangiers. The Investment Agreement permits us to “put” up to five million dollars ($5,000,000) in shares of our common stock to Tangiers over a period of up to thirty-six (36) months or until $5,000,000 of such shares have been “put.”

The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.

The total amount of shares of common stock which may be sold pursuant to this prospectus would constitute approximately 32.77% of the Company’s issued and outstanding common stock held by non-affiliates as of September 2, 2016, assuming that the selling security holders will sell all of the shares offered for sale.

Tangiers Global, LLC is an underwriter within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is quoted by the OTC Markets Group under the symbol “AMMJ”. On September 2, 2016, the closing price of our common stock was $0.10 per share.

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the sale of shares of our common stock pursuant to our exercise of the put right offered by Tangiers Global, LLC. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September ___, 2016

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		Page Number
About This Prospectus		1
Prospectus Summary		1
Risk Factors		5
Risks Related to Our Business		5
Risks Related to Our Company		7
Risks Related to Our Common Stock		13
Forward-Looking Statements		15
Use of Proceeds		15
Dilution		16
The Offering		17
Selling Stockholders		17
Plan of Distribution		18
Description of Securities		19
Experts and Counsel		20
Interest of Named Experts and Counsel		21
Information With Respect to Our Company		21
Description of Business		21
Description of Property		27
Legal Proceedings		27
Market Price of and Dividends on Our Common Equity and Related Stockholder Matters		27
Financial Statements		30
Management’s Discussion and Analysis of Financial Condition and Results of Operations		61
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		70
Directors and Executive Officers		70
Executive Compensation		74
Security Ownership of Certain Beneficial Owners and Management		75
Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance		76
Where You Can Find More Information		78

About This Prospectus

You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a security.

As used in this prospectus, the terms “we”, “us”, the “Company”, “American Cannabis”, and our subsidiary “Hollister & Blacksmith, Inc.” mean American Cannabis Company, Inc., unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.

PROSPECTUS SUMMARY

The Offering

Our Business

American Cannabis Company, Inc. and subsidiary company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”), (collectively “the “Company”, “we”, “us”, or “our”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and manage a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry.

We are a publicly listed company quoted on the OTCQB under the symbol “AMMJ”.

We were incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical diagnostic products using immunology and molecular biologic technologies.

On March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of the issued and outstanding share capital of Brazil Interactive Media, Inc. (“BIMI”), which operated as a Brazilian interactive television company and television production company through its wholly owned Brazilian subsidiary company, EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (“EsoTV”). Naturewell’s Certificate of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc.

On May 15, 2014, BIMI entered into a merger agreement (“the Merger Agreement”) to acquire 100% of the issued and outstanding American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (“the Separation Agreement”). Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently amended its Certificate of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis Company, Inc. changed its stock symbol from BIMI to AMMJ.

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Immediately following the completion of the Merger Agreement, former shareholders of American Cannabis Consulting owned 31,710,628 shares of American Cannabis Company, Inc.’s common stock, representing 78.4% of American Cannabis Company, Inc.’s issued and outstanding share capital. Accordingly, American Cannabis Consulting was deemed to have been the accounting acquirer in a Reverse Merger which resulted in a recapitalization of the Company. Consequently, the Company’s consolidated financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) since September 29, 2014.

Government Regulation of Cannabis

The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and having no medical value. The United States Federal Drug Administration has not approved the sale of marijuana for any medical application. Doctors may not prescribe cannabis for medical use under federal law, however, they can recommend its use under the First Amendment. In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis will not be denied services or other medications that are denied to those using illegal drugs.

As of June 27, 2016, 25 states, the District of Columbia and Guam allow their citizens to use medical cannabis through de-criminalization. Voters in the States of Oregon, Colorado, Washington, and Alaska have legalized cannabis for adult recreational use; Oregon’s law took effect on July 1, 2015; Alaska’s law was effective February 24, 2015; both the Colorado and Washington programs were enacted as of December 31, 2014. In 2016, Nevada, California, Vermont, Arizona, Connecticut and Michigan have legislative bills in various stages of progress concerning cannabis legalization.

Additionally, there are active efforts by many advocacy groups seeking to expand the legalization of cannabis, including, but not limited to the Marijuana Policy Project, a leading advocate for major state-level marijuana policy reforms that have resulted in successful efforts to pass 10 of the 15 most recent state medical marijuana laws (in Arizona, Delaware, Illinois, Maryland, Michigan, Minnesota, Montana, New Hampshire, Rhode Island, and Vermont) and five of the seven most recent decriminalization laws (in Delaware, Maryland, Massachusetts, Rhode Island, and Vermont).

These advocacy groups and others are devoting significant resources to ending prohibition in 12 more states by 2019, including in the States of Arizona, California, Massachusetts, and Nevada, as well as lobbying and building coalitions to regulate marijuana in several states that do not have the option of voter initiatives, including Delaware, Illinois, Maryland, New Hampshire, Rhode Island, Texas, and Vermont, and they are also advocating for medical marijuana-related bills in several other states, including Georgia, Texas, and West Virginia.

These noted state laws, both proposed and enacted, are in conflict with the federal Controlled Substances Act, which makes cannabis use and possession illegal on a national level. However, on August 29, 2013, the U.S. Department of Justice issued a memorandum providing that where states and local governments enact laws authorizing cannabis-related use, and implement strong and effective regulatory and enforcement systems, the federal government will rely upon states and local enforcement agencies to address cannabis activity through the enforcement of their own state and local narcotics laws. The memorandum further stated that the U.S Justice Department’s limited investigative and prosecutorial resources will be focused on eight priorities to prevent unintended consequences of the state laws, including distribution of cannabis to minors, preventing the distribution of cannabis from states where it is legal to states where it is not, and preventing money laundering, violence and drugged driving.

On December 11, 2014, the U.S. Department of Justice issued another memorandum with regard to its position and enforcement protocol with regard to Indian Country, stating that the eight priorities in the previous federal memo would guide the United States Attorneys' cannabis enforcement efforts in Indian Country. On December 16, 2014, as a component of the federal spending bill, the Obama administration enacted regulations that prohibits the Department of Justice from using funds to prosecute state-based legal medical cannabis programs.

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As of September 2, 2016, in addition to the 25 states, the District of Columbia and Guam which had already passed legislation allowing citizens to use cannabis in some form, an additional 13 states had pending legislation or ballot measures to legalize medical cannabis.

Where You Can Find Us

The principal offices of our company are located at 5690 Logan St., Unit A, Denver, CO 80216. Our telephone number is (303) 974-4770.

The Offering

Common Stock Offered by the Selling Security Holders		5,917,442 shares of common stock, including (i) 5,829,842 shares of common stock that may be put to Tangiers and (ii) 87,600 shares of common stock previously issued to an individual stockholder.

Common Stock Outstanding Before the Offering		46,751,074 shares of common stock as of September 2, 2016.

Common Stock Outstanding After the Offering		52,580,916 shares of common stock. (1)

Terms of the Offering		The selling security holder will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering		The offering will conclude upon such time as all of the common stock has been sold pursuant to the registration statement.

Use of Proceeds		We are not selling any shares of common stock in this offering and, as a result, will not receive any proceeds from this offering. See “Use of Proceeds.”

Risk Factors		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 7.

OTCQB Symbol		AAMJ


	(1)	This total shows how many shares of common stock will be outstanding assuming 5,829,842 shares of common stock to be put to Tangiers.

Summary of Financial Data

The following information represents selected audited financial information for our company for the years ended December 31, 2015 and 2014 and selected unaudited financial information for our company for the six month period ended June 30, 2016. The summarized financial information presented below is derived from and should be read in conjunction with our audited and unaudited financial statements, as applicable, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 61 of this prospectus.

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Statements of Operations Data	Six Month Period Ended June 30, 2016			Six Month Period Ended June 30, 2015		Year Ended December 31, 2015		Year Ended December 31, 2014
Revenue	$	984,052		$	912,412	$	2,799,877	$	1,259,012
Cost of Revenue	$	480,657		$	548,481	$	2,000,113	$	771,476
Net Operating Expenses	$	591,398		$	689,531	$	1,352,740	$	3,878,340
Net Income (Loss)	$	(98,332)		$	(270,452)	$	(515,653)	$	(3,619,192	)
Basic and Diluted Net Income (Loss) per Share	$	(0.00	)	$	(0.01)	$	(0.01)	$	(0.11	)

Balance Sheets Data	As of June 30, 2016			As of June 30, 2015			As of December 31, 2015
Cash and Cash Equivalents	$	228,654		$	227,513		$	555,780
Total Current Assets	$	505,381		$	545,525		$	712,962
Total Current Liabilities	$	398,208		$	265,412		$	593,020
Working Capital (deficit)	$	107,173		$	280,113		$	119,942
Total Stockholders’ Equity	$	124,306		$	339,386		$	137,890
Accumulated Deficit	$	(4,229,598	)	$	(3,886,065	)	$	(4,131,266	)

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RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

Risks Related to Our Business

Marijuana remains illegal under federal law

Marijuana is a Schedule I controlled substance and is illegal under federal law. Even in states that have legalized the use of marijuana, its sale and use remain violations of federal law. The illegality of marijuana under federal law preempts state laws that legalize its use. Therefore, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

Our business is dependent on laws pertaining to the marijuana industry

The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and having no medical value. The United States Federal Drug Administration has not approved the sale of marijuana for any medical application. Doctors may not prescribe cannabis for medical use under federal law, however they can recommend its use under the First Amendment. In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis will not be denied services or other medications that are denied to those using illegal drugs.

As of September 2, 2016, 25 states, the District of Columbia and Guam allow their citizens to use medical cannabis through de-criminalization. Voters in the States of Oregon, Colorado, Washington, and Alaska have legalized cannabis for adult recreational use; Oregon’s law took effect on July 1, 2015; Alaska’s law was effective February 24, 2015; both the Colorado and Washington programs were enacted as of December 31, 2014. In 2016, Nevada, California, Vermont, Arizona, Connecticut and Michigan have legislative bills in various stages of progress concerning cannabis legalization.

On December 11, 2014, the U.S. Department of Justice issued another memorandum with regard to its position and enforcement protocol with regard to Indian Country, stating that the eight priorities in the previous federal memo would guide the United States Attorneys' cannabis enforcement efforts in Indian Country. On December 16, 2014, as a component of the federal spending bill, the Obama administration enacted regulations that prohibit the Department of Justice from using funds to prosecute state-based legal medical cannabis programs.

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Laws and regulations affecting our industry are constantly changing

The constant evolution of laws and regulations affecting the marijuana industry could detrimentally affect our operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.

Risk of government action

While we will use our best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect us.

Because our business is dependent upon continued market acceptance by consumers, any negative trends will adversely affect our business operations

We are substantially dependent on continued market acceptance and proliferation of consumers of medical marijuana and recreational marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. While we believe that the market and opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry may adversely affect our business operations.

In addition, it is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current "marijuana pill" Marinol, sold by the mainstream pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry's products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical could make in halting the impending cannabis industry could have a detrimental impact on our business.

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FDA Regulation of marijuana and the possible registration of facilities where medical marijuana is grown could negatively affect the cannabis industry which would directly affect our financial condition

Should the federal government legalize marijuana for medical use, it is possible that the U.S. Food and Drug Administration ("FDA") would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including cGMPs (certified good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the medical marijuana industry and what costs, requirements and possible prohibitions may be enforced. If we are unable to comply with the regulations and/or registration as prescribed by the FDA, we may be unable to continue to operate our business.

Our clients may have difficulty accessing the service of banks

On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and "may not" be prosecuted. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that "it is possible to provide financial services"" to state-licensed marijuana businesses and still be in compliance with federal anti-money laundering laws. The guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date, it is not clear if any banks have relied on the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be administration dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the banking industry. Also, the inability of potential clients in our target market to open accounts and otherwise use the service of banks may make it difficult for them to contract with us.

Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability

Insurance that is otherwise readily available, such as general liability, and directors and officer’s insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

Risks Related to the Company

Uncertainty of profitability

Our business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

Our revenues and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational marijuana. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition.

Because of the anticipated nature of the products and services that we will attempt to develop, it is difficult to accurately forecast revenues and operating results and these items could fluctuate in the future due to a number of factors. These factors may include, among other things, the following:

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·	Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.
·	Our ability to source strong opportunities with sufficient risk adjusted returns.
·	Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.
·	The acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees.
·	The amount and timing of operating and other costs and expenses.
·	The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.
·	Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.
·	Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.
·	Adverse developments in the efforts to legalize marijuana or increased federal enforcement.
·	Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.
·	Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

Management of growth will be necessary for us to be competitive

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

We are entering a potentially highly competitive market

The markets for ancillary businesses in the medical marijuana and recreational marijuana industries are competitive and evolving. In particular, we face strong competition from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have (or may be expected to have).

Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in its markets, especially with legal and regulatory changes. Our success will depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity, cash flow and our operational performance.

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There could be unidentified risks involved with an investment in our securities

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in our securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

The Company’s failure to continue to attract, train, or retain highly qualified personnel could harm the Company’s business.

The Company’s success also depends on the Company’s ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled personnel to further the Company’s research and development efforts. Competition for such personnel is intense. If the Company does not succeed in attracting new personnel or retaining and motivating the Company’s current personnel, the Company’s business could be harmed.

The Company may be unable to respond to the rapid technological change in its industry and such change may increase costs and competition that may adversely affect its business

Rapidly changing technologies, frequent new product and service introductions and evolving industry standards characterize the Company’s market. The continued growth of the Internet and intense competition in the Company’s industry exacerbate these market characteristics. The Company’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of its products and services. The Company may experience difficulties that could delay or prevent the successful development, introduction or marketing of its products and services. In addition, any new enhancements must meet the requirements of its current and prospective users and must achieve significant market acceptance. The Company could also incur substantial costs if it needs to modify its products and services or infrastructures to adapt to these changes.

The Company also expects that new competitors may introduce products, systems or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing products, systems and services that have greater functionality or are less costly than the Company’s products, systems and services, and may be more successful in marketing such products, systems and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s cost of providing services but also facilitate increased competition by reducing competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

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The Company’s services are new and its industry is evolving.

You should consider the Company’s prospects in light of the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development, particularly companies in the rapidly evolving legal cannabis industry. To be successful in this industry, the Company must, among other things:

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develop and introduce functional and attractive service offerings;

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attract and maintain a large base of consumers;

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increase awareness of the Company brand and develop consumer loyalty;

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establish and maintain strategic relationships with distribution partners and service providers;

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respond to competitive and technological developments;

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build an operations structure to support the Company business; and

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attract, retain and motivate qualified personnel.

The Company cannot guarantee that it will succeed in achieving these goals, and its failure to do so would have a material adverse effect on its business, prospects, financial condition and operating results.

Some of the Company’s products and services are new and are only in early stages of commercialization. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of the Company’s products and services may have limited functionalities, which may limit their appeal to consumers and put the Company at a competitive disadvantage. If the Company’s current or future products and services fail to function properly or if the Company does not achieve or sustain market acceptance, it could lose customers or could be subject to claims which could have a material adverse effect on the Company business, financial condition and operating results.

As is typical in a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Because the market for the Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. The Company cannot guarantee that a market for the Company will develop or that demand for Company services will emerge or be sustainable. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, the Company’s business, financial condition and operating results would be materially adversely affected.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any ability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common stock.

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Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Additionally, there is a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

Because of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff. Currently, the Company is unable to hire additional staff to facilitate greater segregation of duties but will reassess its capabilities after completion of the Offering.

If we fail to protect our intellectual property, our business could be adversely affected

Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our technology and brands to distinguish our products and services from our competitors' products and services. We rely on patents, copyrights, trademarks, trade secrets, and confidentiality provisions to establish and protect our intellectual property.

Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of our time. In addition, our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the U.S., which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by us.

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Competitors may also harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue.

We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or prevent other parties from developing similar technology or designing around our intellectual property.

Our trade secrets may be difficult to protect

Our success depends upon the skills, knowledge and experience of our scientific and technical personnel, our consultants and advisors, as well as our licensors and contractors. Because we operate in a highly competitive industry, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third party’s confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party's relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property, and we enter into assignment agreements to perfect our rights.

These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the U.S. may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely affect our competitive position.

Our lack of patent and/or copyright protection and any unauthorized use of our proprietary information and technology may affect our business

We currently rely on a combination of protections by contracts, including confidentiality and nondisclosure agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This risk may be increased due to the lack of any patent and/or copyright protection. Any patent issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent applications that we file may not result in issuance of a patent, or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S., our technology or other intellectual property may be compromised, and our business could be materially adversely affected. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. We can provide no assurance that we will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.

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Risks Related to Our Common Stock

Because we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.

Investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 100,000,000 shares of common stock, $0.00001 par value per share. As of September 2, 2016, there were 46,751,074 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

The sale of our stock under the convertible notes and the common share purchase warrants could encourage short sales by third parties, which could contribute to the future decline of our stock price.

In many circumstances, the provision of financing based on the distribution of equity for companies that are traded on the OTCQB has the potential to cause a significant downward pressure on the price of common stock. This is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in such a manner to show that the equity funds raised will be used to grow our business. Such an event could place further downward pressure on the price of our common stock. Regardless of our activities, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our common stock, the price decline that would result from this activity will cause the share price to decline more, which may cause other stockholders of the stock to sell their shares, thereby contributing to sales of common stock in the market. If there are many more shares of our common stock on the market for sale than the market will absorb, the price of our common shares will likely decline.

Trading in our common stock on the OTCQB has been subject to wide fluctuations.

Our common stock is currently quoted for public trading on the OTCQB. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

Our Certificate of Incorporation and by-laws provides for indemnification of officers and directors at our expense and limit their liability which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by third parties.

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We do not intend to pay dividends on any investment in the shares of stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock’s price, which may never happen.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors” to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to 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. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Tangiers Global, LLC will pay less than the then-prevailing market price for our common stock.

Our common stock to be issued to Tangiers Global, LLC pursuant to the Investment Agreement dated August 4, 2016 will be purchased at 80% of the average of the two lowest closing bid prices of our common stock during the pricing period applicable to the put notice, provided, however, an additional 10% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 15% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice. Tangiers Global, LLC has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Tangiers Global, LLC sells the shares, the price of our common stock could decrease. If our stock price decreases, Tangiers Global, LLC may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

Your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the investment agreement with Tangiers Global, LLC.

Pursuant to the investment agreement with Tangiers Global, LLC, when we deem it necessary, we may raise capital through the private sale of our common stock to Tangiers Global, LLC at a discounted price. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted.

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We may not have access to the full amount available under the investment agreement with Tangiers Global, LLC.

Our ability to draw down funds and sell shares under the investment agreement with Tangiers Global, LLC requires that the registration statement of which this prospectus forms a part to be declared effective and continue to be effective. The registration statement of which this prospectus forms a part registers the resale of 5,829,842 shares issuable under the investment agreement with Tangiers Global, LLC, and our ability to sell any remaining shares issuable under the investment with Tangiers Global, LLC is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the staff of the Securities and Exchange Commission, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our ability to sell all of the shares of our common stock to Tangiers Global, LLC under the investment agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the investment agreement with Tangiers Global, LLC to be declared effective by the Securities and Exchange Commission in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to Tangiers Global, LLC. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the investment agreement with Tangiers Global, LLC is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $5,000,000 under the investment with Tangiers Global, LLC.

Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the investment agreement with Tangiers Global, LLC, and as such, Tangiers Global, LLC may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing stockholders.

Tangiers Global, LLC has agreed, subject to certain exceptions listed in the investment agreement with Tangiers Global, LLC, to refrain from holding an amount of shares which would result in Tangiers Global, LLC or its affiliates owning more than 9.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent Tangiers Global, LLC from selling shares of our common stock received in connection with a put, and then receiving additional shares of our common stock in connection with a subsequent put. In this way, Tangiers Global, LLC could sell more than 9.99% of the outstanding common stock in a relatively short time frame while never holding more than 9.99% at one time.

Use of Proceeds

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. However, we will receive proceeds from the sale of shares of our common stock pursuant to our exercise of the put right offered by Tangiers Global, LLC. We will use these proceeds for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our board of directors, in its good faith, deems to be in the best interest of the Company.

We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

Dilution

The sale of our common stock to Tangiers Global, LLC in accordance with the Investment Agreement dated August 4, 2016 will have a dilutive impact on our stockholders. As a result, our net loss per share could increase in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put option, the more shares of our common stock we will have to issue to Tangiers Global, LLC in order to drawdown pursuant to the investment agreement. If our stock price decreases during the pricing period, then our existing stockholders would experience greater dilution.

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Investment Agreement with Tangiers Global, LLC

On August 4, 2016, we entered into an amended and restated investment agreement with Tangiers Global, LLC, a Wyoming limited liability company (“Tangiers”). Pursuant to the terms of the investment agreement, Tangiers committed to purchase up to $5,000,000 of our common stock over a period of up to 36 months. From time to time during the 36 month period commencing from the effectiveness of the registration statement, we may deliver a put notice to Tangiers which states the dollar amount that we intend to sell to Tangiers on a date specified in the put notice. The maximum investment amount per notice must be no more than 200% of the average daily trading dollar volume of our common stock for the eight (8) consecutive trading days immediately prior to date of the applicable put notice and such amount must not exceed an accumulative amount of $250,000. The minimum put amount is $5,000. The purchase price per share to be paid by Tangiers will be the 80% of the of the average of the two lowest closing bid prices of the Common Stock during the pricing period applicable to the put notice, provided, however, an additional 10% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 15% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice.

In connection with the investment agreement with Tangiers, we also entered into a registration rights agreement with Tangiers, pursuant to which we agreed to use our best efforts to, within 30 days of August 4, 2016, file with the Securities and Exchange Commission a registration statement, covering the resale of 5,829,842 shares of our common stock underlying the investment agreement with Tangiers.

The Company also issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee. The promissory note maturity date is February 14, 2017.

If this registration statement is declared effective within 90 days of the execution date of the Investment Agreement, the Company and Holder agree the principal balance of the Note will immediately be reduced by $25,000. If this registration statement is declared effective within 135 days, but no more than 90 days of the execution date of the Investment Agreement, the Company and Holder agree the principal balance of the Note will immediately be reduced by $15,000.

The 5,829,842 shares being offered pursuant to the investment agreement with Tangiers represents12.49% of the shares issued and outstanding, assuming that the selling stockholders will sell all of the shares offered for sale. The 5,829,842 shares being offered pursuant to this prospectus represent 27.38% of the shares issued and outstanding held by non-affiliates of our company. The investment agreement with Tangiers is not transferable and any benefits attached thereto may not be assigned.

At an assumed purchase price under the Investment Agreement of $0.08 (equal to 80% of the closing price of our common stock of $0.10 on September 2, 2016), we will be able to receive up to $466,387 in gross proceeds, assuming the sale of the entire 5,829,842 Put Shares being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.08 under the Investment Agreement, we would be required to register 566,701,625 additional shares to obtain the balance of $4,533,613 under the Investment Agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the investment agreement with Tangiers. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

We intend to sell Tangiers periodically our common stock under the investment agreement and Tangiers will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Tangiers to raise the same amount of funds, as our stock price declines.

The proceeds received from any “puts” tendered to Tangiers under the investment agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our board of directors, in its good faith deem to be in the best interest of the Company.

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We may have to increase the number of our authorized shares in order to issue the shares to Tangiers if we reach our current amount of authorized shares of common stock. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the investment agreement with Tangiers is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $5,000,000 under the investment agreement with Tangiers.

Selling Stockholders

The selling stockholder may offer and sell, from time to time, any or all of shares of our common stock to be sold to Tangiers Global, LLC under the Investment Agreement dated August 4, 2016.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholder as of September 2, 2016 and the number of shares of our common stock being offered pursuant to this prospectus. We believe that the selling stockholder has sole voting and investment powers over its shares.

Because the selling stockholder may offer and sell all or only some portion of the 5,917,442 shares of our common stock being offered pursuant to this prospectus, the numbers in the table below representing the amount and percentage of these shares of our common stock that will be held by the selling stockholder upon termination of the offering are only estimates based on the assumption that the selling stockholder will sell all of its shares of our common stock being offered in the offering.

The selling stockholder has not had any position or office, or other material relationship with us or any of our affiliates over the past three years.

To our knowledge, the selling stockholder is not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

Name of Selling Stockholder

Shares Owned by the
Selling Stockholder before the Offering⁽¹⁾

Total Shares Offered in the Offering

Number of Shares to Be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares⁽¹⁾

# of
Shares⁽²⁾

% of
Class^(2),(3)

Tangiers Global, LLC⁽⁴⁾

5,829,842

Brian E. Johnson

87,600

Notes
*	Less than 1%.

⁽¹⁾	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options and warrants currently exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

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⁽²⁾	We have assumed that the selling stockholder will sell all of the shares being offered in this offering.


⁽³⁾	Based on 5,917,442 shares of our common stock issued and outstanding as of September 2, 2016. Shares of our common stock being offered pursuant to this prospectus by a selling stockholder are counted as outstanding for computing the percentage of the selling stockholder.

⁽⁴⁾	Justin Ederle has the voting and dispositive power over the shares owned by Tangiers Global, LLC.

Plan of Distribution

The Amended and Restated Investment Agreement with Tangiers is not transferable.

The selling stockholder may, from time to time, sell any or all of shares of our common stock covered hereby on the OTCQB, or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. A selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;


	●	a combination of any such methods of sale; or


	●	any other method permitted pursuant to applicable law.

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The selling stockholder may also sell securities under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholder may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholder will be subject to the prospectus delivery requirements of the Securities Act of 1933 including Rule 172 thereunder.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and will inform it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933).

Description of Securities

Capital Stock

We are authorized to issue 5,000,000 shares of preferred stock, $0.01 par value, and 100,000,000 shares of Common stock, $0.00001 par value.

Preferred Stock

As of September 2, 2016, we had 0 shares of preferred stock issued and outstanding.

Common Stock

As of September 2, 2016, 46,751,074 shares of common stock are issued and outstanding.

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The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our certificate of incorporation, bylaws and the applicable statutes of the state of Delaware for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. Dividend rights of both our common and preferred shareholders will entitle them to the same dividend that other shareholders of the same class receive.

Warrants

As of June 30, 2016 and December 31, 2015, the Company issued fully-vested warrants to the Company’s independent board member to purchase up to two hundred and fifty thousand (250,000) shares of common stock at an exercise price of sixty-three cents ($0.63) per share were outstanding, exercisable within five (5) years of the date of issuance on November 19, 2014. The grant date fair value of the warrants, as calculated based on the Black-Scholes valuation model, was $0.59 per share. There were no outstanding unvested warrants or new issuances of warrants during the three months ended June 30, 2016; consequently, no stock-based compensation expense associated with warrant was recorded during the six months ended June 30, 2016.

As of June 30, 2016 and December 31, 2015, as the exercise price per share exceeded the price per share of our common shares, there was no aggregate intrinsic value of outstanding warrants. As of June 30, 2016 and December 31, 2015, the warrants had 3.6 and 3.3 years remaining until expiration, respectively. No warrants were issued or outstanding during or preceding the six months ended June 30, 2016.

Options

There are no outstanding options to purchase our securities.

Experts and Counsel

The financial statements of our company included in this prospectus for the fiscal year ended December 31, 2015 has been audited by Pritchett, Siler & Hardy, PC, and the fiscal year ended December 31, 2014 has been audited by Cutler & Co. LLC, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our ability to continue as a going concern) appearing elsewhere in the prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

_____________ will render a legal opinion as to the validity of the shares of the common stock to be registered hereby.

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Interest of Named Experts and Counsel

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Information with respect to Our Company

Description of Business

American Cannabis Company, Inc. and subsidiary is a publicly listed company quoted on the OTCQB under the symbol “AMMJ”. We are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and manage a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry.

We are a Delaware corporation formed on September 24, 2001 with the name Naturewell, Inc., which became Brazil Interactive Media, Inc. (“BIMI”) on March 13, 2013 pursuant to a merger transaction that resulted in the Company becoming the owner of a Brazilian interactive television technology and television production company, BIMI, Inc. We became American Cannabis Company, Inc. on September 29, 2014, pursuant to an Agreement and Plan of Merger dated May 15, 2014 (the “Merger Agreement”) between the Company, Cannamerica Corp. (“Merger Sub”), a wholly-owned subsidiary of BIMI, and Hollister & Blacksmith, Inc. d/b/a American Cannabis Consulting (“American Cannabis Consulting”). Pursuant to the Merger Agreement, which was consummated and became effective on September 29, 2014, Merger Sub was merged with and into American Cannabis Consulting through a reverse triangular merger transaction (the “Reverse Merger”), we changed our name to “American Cannabis Company, Inc.”, and our officers and directors in office prior to the Merger Agreement resigned and American Cannabis Consulting appointed new officers and directors to serve our Company. In concert with the Merger Agreement, we consummated a complete divestiture of BIMI, Inc. pursuant to a Separation and Exchange Agreement dated May 16, 2014 (the “Separation Agreement”) between the Company, BIMI, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Brazil Investment Holding, LLC (“Holdings”), a Delaware limited liability company. On October 10, 2014, we changed our stock symbol from BIMI to AMMJ.

Industry and Regulatory Overview

As of June 28, 2016, 25 states, the District of Columbia and Guam allow their citizens to use medical cannabis through de-criminalization. Voters in the States of Oregon, Colorado, Washington, and Alaska have legalized cannabis for adult recreational use; Oregon’s law took effect on July 1, 2015; Alaska’s law was effective February 24, 2015; both the Colorado and Washington programs were enacted as of December 31, 2014. In 2016, Nevada California, Vermont, Arizona, Connecticut and Michigan have legislative bills in various stages of progress concerning cannabis legalization.

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These advocacy groups and others are devoting significant resources to ending prohibition in 12 more states by 2019, including in the States of Arizona, California, Massachusetts, and Nevada, as well as lobbying and building coalitions to regulate marijuana in several states that do not have the option of voter initiatives, including in: Delaware, Illinois, Maryland, New Hampshire, Rhode Island, Texas, and Vermont and are also advocating for medical marijuana-related bills in several other states, including Georgia, Texas, and West Virginia.

On December 11, 2014, the U.S. Department of Justice issued another memorandum with regard to its position and enforcement protocol with regard to Indian Country, stating that the eight priorities in the previous federal memo would guide the United States Attorneys' cannabis enforcement efforts in Indian Country. On December 16, 2014, as a component of the federal spending bill, the Obama administration enacted regulations that prohibit the Department of Justice from using funds to prosecute state-based legal medical cannabis programs.

Investment Agreement with Tangiers Global, LLC

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The Company also issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee. The promissory note maturity date is February 14, 2017.

The 5,829,842 shares being offered pursuant to the investment agreement with Tangiers represents 12.49% of the shares issued and outstanding, assuming that the selling stockholders will sell all of the shares offered for sale. The 5,829,842 shares being offered pursuant to this prospectus represent 27.38% of the shares issued and outstanding held by non-affiliates of our Company. The investment agreement with Tangiers is not transferable and any benefits attached thereto may not be assigned.

At an assumed purchase price of $0.08 we will be able to receive up to $466,387 in gross proceeds, assuming the sale of the 5,829,842 shares of our common stock pursuant to the investment agreement with Tangiers, being the number of shares being offered pursuant to this prospectus. We may be required to further increase our authorized shares in order to receive the entire purchase price. Tangiers has agreed to refrain from holding an amount of shares which would result in Tangiers owning more than 9.99% of the then-outstanding shares of our common stock at any one time.

The aggregate investment amount of $5,000,000 was determined based on numerous factors, including the following: The proceeds received from any “puts” tendered to Tangiers under the investment agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our board of directors, in its good faith deem to be in the best interest of our Company.

In order for us to sell any remaining shares issuable under the Investment Agreement for the remaining $4,533,613, we would be required to file one or more additional registration statements registering the resale of these shares. These subsequent registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. We cannot guarantee that we will be successful in preparing and filing one or more additional registration statements registering the resale of the shares. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement.

There are no broker fees or commissions with respect to the Investment Agreement and Registration Rights Agreement payable for any Put. Other than as discussed below, we have not entered into any prior transactions with Tangiers or its affiliates.

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Business Overview

We primarily operate within two divisions within the regulated cannabis industry: (i) consulting and professional services; and, (ii) the sale of products and equipment commonly utilized in the cultivation, processing, transportation or retail sale of cannabis. We do not hold any ownership interests, direct or indirect, in businesses which hold a license to produce and/or sell cannabis. We do not sell, cultivate, manufacture, or transact cannabis.

Consulting Services

We offer consulting services for companies associated with the cannabis industry in all stages of development. Our service offerings include the following:

•

Cannabis Business Planning. Our commercial cannabis business planning services are structured to help those pursuing state based operational licensing to create and implement effective, long-range business plans. We work with our clients to generate a comprehensive strategy based on market need and growth opportunities, and be a partner through site selection, site design, the development of best operating practices, the facility build-out process, and the deployment of products. We understand the challenges and complexities of the regulated commercial cannabis market and we have the expertise to help client businesses thrive.

•

Cannabis Business License Applications. Our team has the experience necessary to help clients obtain approval for their state license and ensure their company remains compliant as it grows. We have crafted successful, merit-based medical marijuana business license applications in multiple states and we understand the community outreach and coordination of services necessary to win approval. As part of the process for crafting applications, we collaborate with clients to develop business protocols, safety standards, a security plan, and a staff training program. Depending on the nature of our clients’ businesses and needs, we can work with our clients to draft detailed cultivation plans, create educational materials for patients, or design and develop products that comply with legal state guidelines

•

Cultivation Build-out Oversight Services. We offer cultivation build-out consulting as part of our Cannabis Business Planning service offerings. We help clients ensure their project timeline is being met, facilities are being designed with compliance and the regulated cannabis industry in mind, and that facilities are built to the highest of quality standards for cannabis production and/or distribution. This enables a seamless transition from construction to cultivation, ensuring that client success is optimized and unencumbered by mismanaged construction projects.

•

Cannabis Regulatory Compliance. Based on our thorough understanding of regulated commercial cannabis laws nationwide, we can help client cultivation operations, retail dispensaries and/or infused-product kitchen businesses to meet and maintain regulatory compliance for both medical and recreational markets. We partner with our clients to establish standard operating procedures in accordance with their state’s regulation and help them implement effective staff hiring and training practices to ensure that employees adhere to relevant guidelines.

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•

Compliance Audit Services. Our regulatory compliance service offerings include compliance auditing. The regulated cannabis industry is developing rapidly with evolving laws and regulations, and navigating through current and new regulations and systems can be tedious and daunting. To assist our clients in addressing these challenges, we offer compliance audits performed by our experienced and knowledgeable staff; our team members maintain comprehensive oversight of the cannabis industry while staying up-to-date on current and new laws and regulations. Our compliance audits assess various regulatory topics, including: (1) licensing requirements; (2) visitor intake procedures; (3) seed-to-sale inventory tracking; (4) proper waste disposal procedures; (5) recordkeeping and documentation requirements; (6) cannabis transportation procedures; (7) packaging and labeling requirements; (8) security requirements; (9) product storage; (10) mandatory signage; and (11) preparedness for state and local inspections.

•

Cannabis Business Growth Strategies. Our team shares its collective knowledge and resources with our clients to create competitive, forward-looking cannabis business growth strategies formulated to minimize risk and maximize potential. We customize individual plans for the unique nature of our client businesses, their market and big-picture goals, supported with a detailed analysis and a thorough command of workflow best practices, product strategies, sustainability opportunities governed by a core understanding or regulatory barriers and/or opportunities.

•		Cannabis Business Monitoring. The regulated commercial cannabis industry is constantly growing and shifting, and the ongoing monitoring of a cannabis business allows it to remain responsive to evolving consumer demands and state regulations as well as potential operations problems. We offer fully-integrated business analysis solutions. Our monitoring services include sales tracking, market assessment, loss prevention strategies, review of operational efficiency and workflow recommendations. Additionally, our services include Strength, Weakness, Opportunity and Threat (“SWOT”) analysis, where we analyze client operations to pinpoint strengths, weaknesses, opportunities and threats. Our SWOT analyses allow clients to focus their efforts and resources on the most critical areas along these dimensions.

Equipment and Supplies

In addition to professional consulting services, we operate an equipment and supplies division for customers in the cannabis industry, including through American Cultivator Co., our Group Purchasing Organization that enables customers to procure commonly used cultivation supplies at low prices associated with high volume purchases. Our major product offerings include the following:

•

The Satchel™. The Satchel was invented in response to regulatory changes in Colorado and elsewhere that require child-proof exit containers. The Satchel is a pouch-like case designed as a high-quality, child-proof exit package solution for the regulated cannabis industry. The Satchel meets child-safety requirements of the Consumer Products Safety Commission (“CPSC”), making it compliant in all states, and the Satchel’s drawstring and toggle lock fulfills the requirements of the Poison Prevention Packaging Act of 1970 (16 CFR part 1700). There are few products meeting regulatory standards, and even fewer that offer distinctive quality. The Satchel will meet all current exit packaging regulations, featuring a child-proof closure that completely conceals the contents inside. On March 29, 2016, the U.S. Patent and Trademark Office issued us Patent No. 9,296,524 B2 for the Satchel.

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•

SoHum Living Soil™. The right grow methodology is critical to the success of any cannabis cultivation operation, and SoHum Living Soil™ is our solution to ensure that our customers can implement an optimal methodology that will maximize quality and yields while simplifying the cultivation process and reducing risk of operator error and test failure. The SoHum medium is a fully amended Just-add-water soil that contains none of the synthetic components found in other potting mixes and requires no chemical additives to spur growth. Compared with comparable methodologies, SoHum Living Soil™ offers a number of key advantages, including: (1) consistent Pyto-pharmaceutical-grade product quality; (2) improved plant resistance to disease; and (3) reduced operator error.

•

High Density Cultivation System (HDCS™). A key metric in the success of a cultivation operation is the maximization of available space to grow. Our High Density Cultivation System is a solution designed to ensure that space is used in the most efficient manner possible. The system takes advantage of the existence of vertical space, with racks installed vertically and placed on horizontal tracking to eliminate multiple isles and create multiple levels of space with which to grow plants. The High Density Cultivation System allows customers to increase production capacity without the need to add additional square footage to the operation.

•

The Cultivation Cube™. The Cultivation Cube™ is a self-contained, scalable cultivation system that is compliant with regulatory guidelines. The Cultivation Cube™ allows commercial cannabis cultivation operations to maximize space, yield and profit through an innovative design that provides a fully integrated growing solution. The Cultivation Cube utilizes more lights per square foot than traditional grow systems, which translates to profit increases per square foot. The Cultivation Cube™ is also stackable, which allows customers to achieve vertical gains and effectively doubles productive square-footage. It is an ideal solution for commercial-scale cultivation within limited space, with numerous advantages over other traditional grow systems, including: (1) flexibility to fit customer build-out sites; (2) efficient speed-to-market with fast delivery and set-up; (3) increased security with limited access units; (4) risk mitigation through precision environmental controls; and, (5) is compatible with lean manufacturing principles and operations.

•

Other Products. We offer our clients a diverse array of commonly utilized product offerings from across all areas of the regulated cannabis industry, including cultivation operations, medicinal and recreational cannabis dispensary operations, and infused-products. Examples of products available through American Cultivator Co. include HID Ballasts, reflectors, MH and HPS bulbs, T5 fixtures, mediums, nutrients and fertilizers, growing containers, flood tables, reservoirs, and various other supplies, including cleaning products and office supplies. We also offer a Group Purchasing Organization (“GPO”) focused on disposables to creates purchasing power by leveraging groups of businesses to obtain discounts from vendors based on the collective buying power of the GPO.

Sales and Marketing

We sell our services and products throughout the United States in states that have implemented regulated cannabis programs as well as Canada. We intend to expand our offerings as more new countries, states and jurisdictions as they adopt state-regulated or federal programs.

Research and Development

As a component of our equipment and supplies offerings, from time-to-time we design and develop our own proprietary products to meet demand in markets where current offerings are insufficient. These products include, but are not limited to: the Satchel™, Cultivation Cube™, So-Hum Living Soils™ and the HDCS™. Costs associated with the development of new products are expensed as occurred as research and development operating expenses. During the year ended December 31, 2015, our research and development costs were $51,115 as compared to $12,863 for the fiscal year ended December 31, 2014.

Significant Customers

For the year ended December 31, 2015 and December 31, 2014, in the aggregate, three customers and two customers, respectively, accounted for 74% and 52% of the Company’s total revenues for each respective period.

On a geographical basis, for the year ended December 31, 2015, approximately 91% and 9% of our total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2014, approximately 70% and 30% of our total revenues for the period were generated from the United States and Canada, respectively.

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Intellectual Property

On March 29, 2016, the U.S. Patent and Trademark Office issued us Patent No. 9,296,524 B2 for the Satchel.

We may file for additional patent protection as we deem appropriate to protect new products. We also had trademark applications pending to protect our branding and logos. These pending applications included trademarks for American Cannabis Company (stylized and/or with design logo), American Cannabis Consulting (stylized and/or with design logo), the design and colors used in our leaf logo, the Cultivation Cube (stylized and/or with design logo), our slogan (“Growing the Next Frontier”), and two word marks and the logo associated with SoHum Living Soil.

Competition

Our competitors include professional services firms dedicated to the regulated cannabis industry as well as suppliers of equipment and supplies commonly utilized in the cultivation, processing, or retail sale of cannabis. We compete in markets where cannabis has been legalized and regulated, which includes various states within the United States, it’s territories and Indian Country therein and Canada. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new states and geographies enter the marketplace as a result of continued enactment of regulatory and legislative changes that de-criminalize and regulate cannabis products. We believe that by being well established in the industry, our experience and success to date, and continued expansion of service and product offerings in new and existing locations are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new customers entering the marketplace, thereby further mitigating the impact of competition on our operations and results.

Employees

As of September 2, 2016, we have nine (9) full-time employees, all of whom are U.S based, primarily in Colorado at our Denver headquarters. None of our U.S employees are represented by a labor union.

Description of Property

Our Offices

Our headquarters are located at 5690 Logan Street, Unit A, Denver CO. 80216, where we lease office space under a contract effective July 28, 2015, expiring on July 31, 2020. Under the terms of the lease, payments are $4,500 per month for the first 36 months of the lease, and escalate thereafter.

We believe that our existing office facilities are adequate for our needs. Should we require additional space at that time, or prior thereto, we believe that such space can be secured on commercially reasonable terms.

Legal Proceedings

On January 20, 2016, we were named as a defendant in a civil suit entitled “Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company” filed in the Circuit Court of Cook County, Illinois. The Company filed a motion to dismiss on April 3, 2016. On May 18, 2016, the Court granted the motion to dismiss.

Market Price of and Dividends on Our Common Equity
and Related Stockholder Matters

Market information

Our common stock trades on the OTCQB. On October 10, 2014, we changed our ticker symbol from “BIMI” to “AMMJ”. As of December 31, 2015, there were 500 holders of record of our common stock.

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The following table sets forth the quarterly high and low sale prices for our common shares for the last two completed fiscal years and the subsequent interim periods. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions. The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock:

2016		High		Low
	Quarter Ended June 30	$	0.33	$	0.10
	Quarter Ended March 31	$	0.19	$	0.09

	2015		High		Low
	Quarter ended December 31	$	0.15	$	0.15
	Quarter ended September 30	$	0.09	$	0.08
	Quarter ended June 30	$	0.33	$	0.28
	Quarter ended March 31	$	0.40	$	0.38

2014		High		Low
	Quarter ended December 31	$	1.00	$	0.49
	Quarter ended September 30	$	1.45	$	0.65
	Quarter ended June 30	$	1.50	$	0.11
	Quarter ended March 31	$	0.76	$	0.05

On August, 26, 2016, the closing price of our common stock as reported by the OTC Markets Group was $0.10 per share.

Transfer Agent

Pacific Stock Transfer Company, located at 6725 Via Austi Pkwy., #300, Las Vegas NV 89119 and telephone number of (702) 361-3033 is the registrar and transfer agent for our common stock.

Approximate Number of Equity Security Holders

As of September 2, 2016, there were approximately 681 holders of record of our common stock. Because shares of the Company’s common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of the Company’s shares is substantially larger than the number of stockholders of record.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾		Weighted-average exercise price of outstanding options, warrants and rights⁽²⁾		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))⁽³⁾
Equity compensation plans approved by security holders		—		—		—

Equity compensation plans not approved by security holders		250,000	$	0.63		—

Total		250,000	$	0.63		—

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(1)

Historically, the Company has granted restricted shares that are subject to forfeiture. Pursuant to SEC guidance, these RSUs are not reportable in the table above.

(2)

Historically, the Company has granted restricted shares that are subject to forfeiture. Pursuant to SEC guidance, these RSUs are not reportable in the table above. Restricted shares subject to forfeiture have a weighted average exercise price of $0.00.

(3)

The Company equity compensation grants to date have been approved on a grant-by-grant basis, as opposed to under an umbrella equity compensation plan establishing a total number of grants available.

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FINANCIAL STATEMENTS

Financial Statements for the Years Ended December 31, 2015 and 2014		Page
American Cannabis Company, Inc.
Report of Independent Registered Public Accounting firm		31

Consolidated Balance Sheets		33

Consolidated Statements of Operations		34

Consolidated Statements of Stockholders’ Equity (Deficit)		36

Consolidated Statements of Cash Flows		35

Notes to Consolidated Financial Statements		37

Financial Statements for the Three Month and Six Month Periods Ended June 30, 2016 and 2015

Condensed Consolidated Balance Sheets		52

Condensed Consolidated Statements of Operations		53

Condensed Consolidated Statements of Cash Flows		54

Notes to Condensed Consolidated Financial Statements		55

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

American Cannabis Company, Inc.

Denver, Colorado

We have audited the accompanying consolidated balance sheet of American Cannabis Company, Inc. (the “Company”) as of December 31, 2015 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Cannabis Company, Inc. as of December 31, 2015 and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Pritchett, Siler and Hardy PC

Farmington Utah

April 11, 2016

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

American Cannabis Company, Inc.

Denver, Colorado

We have audited the accompanying consolidated balance sheet of American Cannabis Company, Inc. (formerly Brazil Interactive Media, Inc.) and subsidiary company (collectively the “Company”) as of December 31, 2014, and the related consolidated statements of operations, movement in stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Cannabis Company, Inc. (formerly Brazil Interactive Media, Inc.) and subsidiary company as of December 31, 2014, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Cutler & Co, LLC

Wheat Ridge, Colorado

April 13, 2015

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AMERICAN CANNABIS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2015 AND 2014

	2015			2014
ASSETS
Current Assets
Cash and equivalents	$	555,780		$	165,213
Accounts receivable, net		48,285			57,642
Deposits		9,345			181,941
Inventory		67,435			44,606
Prepaid expenses and other current assets		32,117			12,325
Total Current Assets		712,962			461,727

Property and Equipment
Property and equipment - Cost		18,585			9,927
Accumulated depreciation		(5,137	)		(1,562	)
Property and equipment - net		13,448			8,365

Other Assets
Deposits		4,500			0
Total Other Assets		4,500			0

TOTAL ASSETS	$	730,910		$	470,092

LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable	$	218,334		$	62,136
Advances from clients		220,966			173,528
Convertible note, net of discount		60,252			24,551
Accrued and other current liabilities		93,468			125,518
Total Current Liabilities		593,020			385,733

Total Liabilities		593,020			385,733

Commitments and contingencies

Shareholder's equity
Common stock, $0.00001 par value; 100,000,000 shares authorized; 44,808,731 and 44,518,750 issued and outstanding at December 31, 2015 and December 31, 2014, respectively		448			446
Common stock to be issued, 898,940 and 30,000 shares, respectively		—
Additional paid-in capital		4,268,708			3,699,526
Accumulated deficit		(4,131,266	)		(3,615,613	)
Total Shareholder's equity		137,890			84,359

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$	730,910		$	470,092

The accompanying notes are an integral part of these consolidated financial statements

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AMERICAN CANNABIS COMPANY, IN.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	2015			2014

Revenues
Consulting Services	$	693,225		$	677,633
Products and equipment		2,106,662			581,379
Total Revenues		2,799,887			1,259,012

Cost of Revenues
Cost of consulting services		182,161			322,134
Cost of products and equipment		1,817,952			449,342
Total Cost of Revenues		2,000,113			771,476

Gross Profit		799,774			487,536

Operating expenses
General and administrative		687,082			3,652,181
Investor Relations		307,069			23,132
Selling and marketing		307,474			190,164
Research and development		51,115			12,863
Total Operating expenses		1,352,740			3,878,340

Loss from Operations		(552,966	)		(3,390,804	)

Other Income (expense)
Gain on extinguishment of debt		72,771			35,000
Interest Income (expense)		(35,458	)		(263,388	)
Total Other Income (expense)		37,313			(228,388	)

Loss before taxes		(515,653	)		(3,619,192	)
Income Tax expense (benefit)		0			0

NET LOSS	($	515,653	)	($	3,619,192	)

Basic and diluted net income (loss) per common share	($	0.01	)	($	0.11	)

Basic and diluted weighted average common shares outstanding		44,637,046			32,545,546

The accompanying notes are an integral part of these consolidated financial statements

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AMERICAN CANNABIS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASHFLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(515,653	)	$	(3,619,192	)
Adjustments to reconcile net (loss ) to net cash (used in )
operating activities:
Depreciation		3,575			1,077
Amortization of discount on convertible notes payable		35,701			263,215
Stock-based compensation to employees		124,099			3,320,328
Stock-based compensation to service providers		195,088			49,800
Gain on extinguishment of debt		(72,771	)		(35,000	)
Bad debt expenses		30,753			9,338
Changes in operating assets and liabilities
Accounts receivable		(21,396	)		(65,730	)
Deposits current and non-current		168,096			(181,941	)
Inventory		(22,829	)		(44,606	)
Prepaid expenses and other current assets		(19,792	)		(7,807	)
Advances from clients		47,438			162,419
Accrued and other current liabilities		40,720			120,381
Accounts payable		156,196			61,780
Net Cash provided Operating Activities		149,225			34,062

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash assumed from Brazil Interactive Media, Inc., net of expenses		0			90,181
Purchases of property and equipment		(8,658	)		(7,677	)
Net Cash provided (Used in) Investing Activities		(8,658	)		82,504

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common shares to founders		250,000			0
Distributions to stockholders		0			(4,000	)
Proceeds from stock-based compensation		0			50
Proceeds from short-term notes payable		0			35,000
Net Cash Provided by Financing Activities		250,000			31,050

NET INCREASE IN CASH		390,567			147,616

CASH AT BEGINNING OF PERIOD		165,213			17,597

CASH AT END OF YEAR	$	555,780		$	165,213


Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	—		$	261
Cash paid (received) during the period for income taxes, net	$	—		$	—

Supplemental disclosure of non-cash transactions
Convertible notes payable assumed from Brazil Interactive Media, Inc.,
net of accumulated discount amortization	$	—		$	(84,836	)

The accompanying notes are an integral part of these consolidated financial statements.

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AMERICAN CANNABIS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	Common
	Stock Shares		Common Stock						Additional Paid-In		Retained			Total Stockholder's
	Issuable		Share			Amount			Capital		Deficit			Equity
Balance as of December 31, 2013				25,368,502		$	254		$	546	$	7,579		$	8,379
Distribution to stockholders											($	4,000	)	($	4,000	)
Stock-based compensation granted prior to reverse merger				6,342,126		$	64		$	3,133,009				$	3,133,073
Recapitalization upon reverse merger				8,714,372		$	87		$	5,258				$	5,345
Stock-based compensation - restricted shares									$	40,903				$	40,903
Stock-based compensation warrants									$	146,551				$	146,551
Common shares issuable for services to related party		30,000							$	18,300				$	18,300
Common shares issued for services				50,000		$	1		$	31,499				$	31,500
Conversion of convertible notes payable into common shares				4,043,750		$	40		$	323,460				$	323,500
Net Loss for the period ended December 31, 2014											($	3,619,192	)	($	3,619,192	)
Balance as of December 31, 2014		30,000		44,518,750		$	446		$	3,699,526	($	3,615,613	)	$	84,359
Shares issued for services		35,607		250,000		$	2		$	195,085				$	195,087
Shares issued for cash		833,333							$	250,000				$	250,000
Stock-based compensation granted to employees				164,981		$	2		$	124,097				$	124,099
Recension and cancellation of common shares				(125,000	)	($	2	)						($	2	)
Net Loss for the period ended December 31, 2015											($	515,653	)	($	515,653	)
Balance as of December 31, 2015		898,940		44,808,731		$	448		$	4,268,708	($	4,131,266	)	$	137,890

The accompanying notes are an integral part of these consolidated financial statements.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 1. Description of the Business

American Cannabis Company, Inc. and its subsidiary Company, Hollister& Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”), (collectively “the “Company”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and sell both exclusive and non-exclusive customer products commonly used in the industry.

American Cannabis Company, Inc. is a publicly listed Company quoted on the OTCQB under the symbol “AMMJ”.

American Cannabis Company, Inc. was incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical diagnostic products using immunology and molecular biologic technologies.

On March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of issued and outstanding share capital of Brazil Interactive Media, Inc. (“BIMI”), which operated as a Brazilian interactive television company and television production company through its wholly owned Brazilian subsidiary company EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (“EsoTV”). Naturewell’s Certificate of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc.

On May 15, 2014, BIMI entered into a merger agreement (“the Merger Agreement”) to acquire 100% of the issued and outstanding shares of American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (“the Separation Agreement”). Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently amended its Certificate of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis Company, Inc. changed its stock symbol from BIMI to AMMJ.

The foregoing descriptions of the Merger Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by the terms of such agreements, which are filed as exhibits to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 3, 2014.

Immediately following the completion of the Merger Agreement, former shareholders of American Cannabis Consulting owned 31,710,628 shares of American Cannabis Company, Inc.’s common stock representing 78.44% of American Cannabis Company, Inc.’s issued and outstanding share capital. Accordingly, American Cannabis Consulting was deemed to have been the accounting acquirer in a Reverse Merger which resulted in a recapitalization of the Company. Consequently, the Company’s financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.

See Note 14. “Stockholders’ Equity” for further information regarding the accounting related to the Reverse Merger.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.

The company maintains its cash balances in three national financial institutions. Accounts at these institutions are insured by Federal Deposit Insurance Corporation insurance for up to $250,000 per institution. For the years ended December 31, 2015 and 2014, the Company had uninsured balances of $267,238 and $0, respectively. Management believes that these financial institutions are financially sound and the risk of loss is minimal.

Restricted Cash

Restricted cash is recorded at cost, which approximates fair value. There was no restricted cash included in current assets on our balance sheets as of December 31, 2015 and December 31, 2014. Restricted cash previously related to remaining proceeds from a short-term note entered into on March 21, 2014 and fully satisfied on May 15, 2014 (see Note 7. Convertible Notes Payable).

Inventory

Inventory is comprised of products and equipment owned by the Company to be sold to end-customers. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of December 31, 2014, market values of all of the Company’s inventory were greater than cost, and accordingly, no such valuation allowances was recognized. As of December 31, 2015 and December 31, 2014, the Company had capitalized $57,170 and $40, 051 of costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems; and accordingly, no amortization or depreciation expense was recorded related to this asset for each year, then ended.

Deposits

Deposits is comprised of advance payments made to third parties, primarily for inventory for which the Company has not yet taken title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below).

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Accounts Receivable

Accounts receivable are recorded at the net value of face amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and, based on a method of specific identification of any accounts receivable for which it deems the net realizable value to be less than the gross amount of accounts receivable recorded, establishes an allowance for doubtful accounts for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Company’s actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their inability or unwillingness to pay the Company’s fees, it may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant services.

The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of December 31, 2015 and December 31, 2014 our allowance for doubtful accounts was $8,419 and $9,338, respectively. For December 31, 2015 and December 31, 2014, we recorded bad debt expense of $30,753 and $9,338, respectively, which is reflected as a component of general and administrative expenses on the consolidated statement of operations.

Significant Customers

Property and Equipment, net

Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service. Property and equipment is reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” The Company had not capitalized any interest as of December 31, 2014 and 2013.

Accounting for the Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during the year ended December 31, 2015 and December 31, 2014.

Beneficial Conversion Feature

If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Revenue Recognition

Revenue is recognized in accordance with FASB ASC Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a time basis, for a fixed-fee or on a contingent fee basis. Generally, a prepayment or retainer is required prior to performing services.

Revenues from time-based engagements are recognized as the hours are incurred by the Company.

Revenues from fixed-fee engagements are recognized under the completed or proportional performance methods. Management reviews arrangement to determine whether or not the fixed-fee is for a final deliverable or act which is significant to the arrangement as a whole. If it is, revenue is recognized under the completed performance method, in which revenue is recognized once the final act or deliverable is performed or delivered. Revenue recognized under the proportional performance method is recognized as services are performed. Under this method, the Company estimates the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable in order to determine the amount of revenue to be recognized. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended December 31, 2015 and December 31, 2014, no such losses have occurred. The Company believes if an engagement terminates prior to completion it can recover the costs incurred related to the services provided.

The Company occasionally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured.

The Company’s arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices charged when each element is sold separately or by other vendor-specific objective evidence (“VSOE”), or estimates of stand-alone selling prices. Revenues are recognized in accordance with the Company’s accounting policies for the elements as described above. The elements qualify for separation when the deliverables have value on a stand-alone basis and the value of the separate elements can be established by VSOE or an estimated selling price.

While assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily identifiable as the Company also sells those elements individually outside of a multiple services engagement. Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable by either party upon sufficient notice and do not include provisions for refunds relating to services provided.

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis.

Revenue from product and equipment sales, including delivery fees, is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred and collectability is reasonably assured. Generally, our suppliers’ drop-ship orders to our clients with origin terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. During the year ended December 31, 2015 and December 31, 2014, sales returns were not significant and as such, no sales return allowance had been recorded as of December 31, 2015 nor at December 31, 2014. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

Costs of Revenues

The Company’s policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.

Advertising and Promotion Costs

Advertising and promotion costs are included as a component of selling and marketing expense and are expensed as incurred. During the year ended December 31, 2015 and December 31, 2014, these costs were $79,989 and $29,858, respectively.

Shipping and Handling Costs

For product and equipment sales, shipping and handling costs are included as a component of cost of revenues.

Stock-Based Compensation

Restricted shares are awarded to employees and service providers and entitle the grantee to receive shares of common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date has been one year from the grant date. During the years ended December 31, 2015 and December 31, 2014, stock-based compensation expense for restricted shares was $319,187 and $3,370,128, respectively. Compensation expense for warrants and options is based on the fair value of the instruments on the grant date, which is determined using the Black-Scholes valuation model, and are expensed over the expected term of the awards. During the year ended December 31, 2015 and December 31, 2014, compensation expense for warrants and options was $0 and $146,551, respectively.

Income Taxes

Our corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation during the year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporation’s taxable income. Accordingly, we were only subject to income taxes for a portion of 2014. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended December 31, 2015 and December 31, 2014, due to cumulative losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2015 and December 31, 2014, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. The years 2010 to 2015 remain subject to examination by the Company’s major tax jurisdictions

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Net Income (Loss) Per Common Share

The Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

See Note 10. Related Party Transactions for associated disclosures.

Reclassifications

Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern . Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2016. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9”), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its consolidated financial statements and related disclosures.

Note 3. Accounts Receivable, net

Accounts receivable, net, was comprised of the following:

	December 31, 2015			December 31, 2014
Gross accounts receivable	$	56,704		$	66,980
Less: allowance for doubtful accounts		(8,419	)		(9,338	)
Accounts receivable, net	$	48,285		$	57,642

For the years ended December 31, 2015 and December 31, 2014, the Company had bad debt expense of $30,753 and $9,338, respectively.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 4. Deposits

Deposits was comprised of the following as of December 31, 2015 and 2014:

	December 31, 2015		December 31, 2014
Inventory deposits	$	9,345	$	179,941
Operating lease deposits		0		2,000
Deposits	$	9,345	$	181,941

Inventory deposits reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

Note 5. Inventory

Inventory as of December 31, 2015 and December 31, 2014 of $67,435 and $44,606 was comprised of finished goods in-transit to customers and also costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems. The cost of this demo inventory was 57,170 as of December 31, 2015 and $40,051 as of December 31, 2014.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 6. Property and Equipment, net

Property and equipment, net, was comprised of the following:

	December 31, 2015			December 31, 2014
Office equipment	$	7,472		$	5,742
Furniture and fixtures		8,777			2,935
Machinery and equipment		2,336			1,250
Property and equipment, gross		18,585			9,927
Less: accumulated depreciation		(5,137	)		(1,562	)
Property and equipment, net	$	13,448		$	8,365

For the year ended December 31, 2015 and December 31, 2014, the Company recorded depreciation expense of $3,575 and $1,077, respectively.

Note 7. Convertible Notes Payable

On April 24, 2014, Brazil Interactive Media, Inc. issued convertible notes payable in the total amount of $395,000. The convertible notes payable have a maturity date of April 24, 2016, pay zero interest, and are convertible until maturity at the holders’ discretion into shares of the Company’s common stock at $0.08 per share. Brazil Interactive Media, Inc.’s share price on April 24, 2014 was $0.24 and accordingly, the intrinsic value of the beneficial conversion feature attached to these convertible notes payable was $590,000. However, as the amount of debt discount to be recognized cannot exceed the face value of the convertible notes payable, the convertible notes payable were discounted by the maximum permissible amount of $395,000 due to the intrinsic value of the beneficial conversion option.

During the period from April 24, 2014 through the effective date of the Merger, September 29, 2014, no convertible notes payable were converted into shares of Brazil Interactive Media, Inc. common stock and $84,836 debt discount was amortized during the period. Accordingly as at the effective date of the Reverse Merger, September 29, 2014, a total of $395,000 of convertible notes payable and unamortized debt discount of $310,164 was recognized in the Company’s consolidated financial statements.

During the period from September 29, 2014 to December 31, 2014, $323,500 of the convertible notes payable were converted into 4,043,750 shares of common stock and $263,215 of debt discounted was amortized in the period. The balance of unamortized debt discount outstanding in respect of convertible notes payable that converted into shares of American Cannabis Company, Inc. common stock was amortized in full at the date of conversion.

As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Company’s balance sheet as convertible notes payable, net. As of December 31, 2014, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Company’s balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11^th, 2016, the maturity date on this note has been renegotiated to April 24^th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.,

On May 15, 2014, as a result of the issuance of the convertible notes payable, a secured promissory note that American Cannabis Consulting had originally entered into on March 21, 2014 was deemed to be fully satisfied. This secured promissory note had a principal amount of $35,000 and an interest rate of 5% per annum. The Company recorded interest expense related to this note of $260 during the year ended December 31, 2014. The Company recorded a gain on debt extinguishment of $35,000 during the year ended December 31, 2014.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 8. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

	December 31, 2015		December 31, 2014
Accrued legal fees	$	0		0
Accrued payroll liabilities		18,185		11,522
Accrued accounting fees		0		5,000
Due to directors		0		1,999
Accrual for inventory products sold and shipped (in transit)		64,050		0
Other		11,233		5,488
Accrued and other current liabilities	$	93,468	$	125,518

Note 9. Net Income (Loss) per Common Share

The following is a reconciliation of weighted common shares outstanding used in the calculation of basic and diluted net income (loss) per common share:

	Year Ended			Year Ended
	December 31, 2015			December 31, 2014
Net income (loss)	$	(515,653	)	$	(3,619,192	)
Weighted average shares used for basic net income (loss) per common share		44,637,046			32,542,940
Incremental diluted shares		—			—
Weighted average shares used for diluted net income (loss) per common share		44,637,046			32,542,940
Net income (loss) per common share:
Basic	$	(0.11	)	$	(0.01	)
Diluted	$	(0.11	)	$	(0.01	)

As of December 31, 2015, no potentially dilutive shares were issued or outstanding. As a result of the net loss for the period, the Company excluded 681,569 total shares from its calculation of diluted net income (loss) per common share for the year ended December 31, 2014 because their effect would have been antidilutive. These shares were comprised of 38,255 shares of common stock, 26,289 of warrants and 617,055 of share equivalents associated with convertible notes payable.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 10. Related Party Transactions

Previously, the Company purchased inventory and equipment from Baroud Development Group, in which Anthony Baroud, the Company’s former Chief Technology Officer and a former Director of the Company, is an owner. During the year ended December 31, 2014, such purchases totaled $40,715. No such transactions occurred during 2015. For the year ended December 31, 2015, the Company generated revenue from the sale of products to an entity controlled by a Director.

During the year ended December 31, 2014, prior to the Reverse Merger, the Company distributed a total of $4,000 to its co-founders and owners, Corey Hollister and Ellis Smith.

During the year ended December 31, 2015 and December 31, 2014, the Company incurred $38,360 and $30,227, respectively, of expense payable to New Era CPAs, an accounting firm in which Antonio Migliarese, the Company’s former Chief Financial Officer, was a partner.

During the year ended December 31, 2015 and December 2014, the Company sold $25,214 and $0, respectively, of equipment and supplies to a customer managed by a Director of the Company. As of December 31, 2015 and December 2014, the Company was owed $17,512 and $0, respectively, from this customer.

Note 11. Commitments and Contingencies

Under the terms of our agreement with the manufacturer of our exit packing product, the Satchel^TM, we were committed to the purchase of a total of 500,000 units. During 2015 the Company met its purchase obligation, and on September 2015 the Company exercised its contractual right to purchase additional units at a negotiated price.

Under the terms of the Company’s various consulting agreements with clients, the Company is obligated to perform certain future services.

On April 14, 2014, the Company entered into a 106 day lease of office space to house its corporate offices which converted to a month to month lease at the end of the lease term. Under the terms of the lease, payments were $2,000 during the lease term and $4,000 per month after the lease term expired.

On July 28, 2015, the Company entered into a 5 year lease for 6,500 square feet of office space to house its corporate offices. Under the terms of the lease, payments are $4,500 per month for the first 36 months of the lease, and escalate thereafter.

The following table summarizes the Company’s future lease obligations:

Year		Amount
2016	$	54,000
2017	$	54,000
2018	$	54,000
2019	$	56,320
2020	$	33,610
Total	$	251,930

During the years ended December 31, 2015 and 2014, the company incurred $53,800 and $20,933, respectively, in rent expense.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Note 12. Stock-based Compensation

During the years ended December 31, 2015 and December 31, 2014, the Company recorded a total of $319,187 and $3,370,128, respectively, of stock-based compensation expense, which was the result of the following activity:

Restricted Shares

From time to time, the Company grants certain employees restricted shares of its common stock to provide further compensation in-lieu of wages and to align the employee’s interests with the interests of its stockholders. Because vesting is based on continued employment, these equity-based incentives are also intended to attract, retain and motivate personnel upon whose judgment, initiative and effort the Company’s success is largely dependent.

The following table summarizes the Company’s restricted share award activity during the year ended December 31, 2015:

	Restricted Shares			Weighted Average
	Common Stock			Grant Date Fair Value
Outstanding unvested at December 31, 2014		—		$	—
Granted		150,000			0.94
Vested restricted shares		—			—
Forfeited		—			—
Outstanding unvested at December 31, 2015		150,000			0.94
Granted		164,981			0.21
Vested restricted shares		(100,000	)		0.94
Forfeited		(50,000	)		0.94
Outstanding unvested at December 31, 2015		164,981		$	0.94

During the year ended December 31, 2015, the Company granted 164,981 restricted shares and recognized $124,099 in associated employee stock-based compensation expense. There were 150,000 restricted shares granted as of December 31, 2014 and recognized $40,903 in associated employee stock-based compensation expense. The fair value of restricted stock units is determined based on the quoted closing price of the Company’s common stock on the date of grant.

Warrants

In connection with his appointment to the Company’s board of directors, the Company granted its independent board member, Vincent “Tripp” Keber, warrants to purchase up to two hundred and fifty thousand (250,000) shares of common stock at an exercise price of sixty-three cents ($0.63) per share, exercisable within five (5) years of the date of issuance on November 19, 2014. Additionally, Mr. Keber shall be eligible to receive options for 400,000 shares of common stock under the Company’s incentive plan, as and when duly approved by the Board of Directors.

The Company uses the Black-Scholes valuation model to determine the fair value of warrants as of the grant date. Assumptions used in this calculation for the warrant award to purchase 250,000 shares of common stock include expected volatility of 160.7%, based on an average of historical data of the Company’s stock price and the stock prices of three comparable companies that are also included in the marijuana index, a risk-free rate of 1.62%, based on U.S. Treasury yields as published by the Federal Reserve, a dividend yield of 0.0%, as the Company has not historically paid dividends nor does it have any plans to do so in the foreseeable future, and an expected term of five years. The grant date fair value of the warrants, as calculated based on these assumptions, was $0.59 per share.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

During 2015 and 2014, the Company had the following warrant activity:

	Common Stock Warrants		Weighted Average Grant Date Fair Value
Outstanding unvested at December 31, 2013		—	$	—
Granted		250,000		0.59
Exercised		—		—
Expired or forfeited		—		—
Outstanding unvested at December 31, 2014		250,000		0.59
Granted		—		—
Exercised		—		—
Expired or forfeited		—		—
Outstanding unvested at December 31, 2015		250,000	$	0.59
Vested at December 31, 2015		250,000	$	0.59
Unvested at December 31, 2015		—	$	—

Compensation expense associated with warrants was $146,551 for the year ended December 31, 2015 and is reflected on the consolidated statement of operations as a component of general and administrative expenses. No warrants were issued or outstanding during 2015, and accordingly, there was no compensation expense associated with warrants for the year ended December 31, 2015.

As of December 31, 2015, the exercise price per share exceeded the price per share of our common shares. There was no aggregate intrinsic value of outstanding warrants.

Note 13. Income Taxes

As part of the Reverse Merger, the Company’s corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporation’s taxable income. Accordingly, the Company was not subject to income tax for the year ended December 31, 2015 and was only subject to income taxes for a portion of the year ended December 31, 2014.

The following table displays a reconciliation from the U.S. statutory rate to the effective tax rate and the provision for (benefit from) income taxes for the years ended December 31, 2015 and 2014, respectively:

	December 31, 2015			December 31, 2014
Tax benefit at the US statutory rate of 34%	$	175,322		$	1,230,525
State income tax benefit		23,875		$	167,569
Non-deductible expenses including non-deductible pre-merger losses		(773	)		(2,057	)
Change in valuation allowance		(198,424	)		(1,396,037	)
Total income tax benefit	$	—		$	—

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

Deferred tax assets (liabilities) consisted of the following:

	December 31, 2015			December 31, 2014
Net operating loss carryforwards	$	76,630		$	16,361
Stock based compensation		1,402,777			1,278,414
Beneficial conversion feature accumulated amortization		13,791			—
Valuation allowance		(1,493,199	)		(1,294,775	)
Total deferred tax assets	$	—		$	—

Due to cumulative net losses since the change in our corporate status to a C-Corporation, the Company determined that it is not more likely than not that its deferred tax asset would be realizable. Accordingly, the Company recorded a valuation allowance for the full amount of its deferred tax asset, resulting in a zero carrying value of the Company’s deferred tax asset and no benefit from or provision for income taxes for the year ended December 31, 2015 and December 31, 2014. As of December 31, 2014, the carrying value of the Company’s deferred tax assets was zero due to the valuation allowance. Federal and state operating loss carry forwards of $198,369 as of December 31, 2016 begin expiring on 2034. The years 2010 to 2015 remain subject to examination by the Company’s major tax jurisdictions.

Utilization of the net operating loss carry forwards and credits may be subject to a substantial annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

Note 14. Stockholders’ Equity

Preferred Stock

The American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value.

No shares of preferred stock were issued and outstanding during the year ended December 31, 2015 or the period from Inception (March 5, 2013) to December 31, 2013.

Common Stock

In connection with the September 29, 2014 Reverse Merger as described in Note 1. “Description of the Business”, American Cannabis Consulting was deemed to have been the accounting acquirer in accordance with U.S. GAAP. Consequently, the Company’s consolidated financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.

As a reverse triangular merger, the Reverse Merger resulted in a recapitalization of American Cannabis Company, Inc. (formerly BIMI). This recapitalization included retrospective restatement of all stock issuance by American Cannabis Consulting from Inception (March 5, 2013), whereby the issued and outstanding shares of American Cannabis Consulting common stock were retrospectively restated for a 1:3,171.0628 forward share split to recognize the exchange ratio associated with the Reverse Merger, and for the change in the par value of shares issued in connection with the Reverse Merger.

On the date of the Reverse Merger, an additional 8,714,372 shares were issued, and accordingly, $87 of common stock was recorded (8,714,372 shares issued multiplied by the $0.00001 par value) and additional paid-in capital of $5,258 was recorded, reflecting the net assets assumed from Brazil Interactive Media, Inc. in connection with the Reverse Merger.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2015 and 2014

As a result of the transactions described above, as of December 31, 2015, the balances of common stock and additional paid-in capital were $448 and $4,268,708, respectively. As a result of the transactions described above, as of December 31, 2014, the balances of common stock and additional paid-in capital were $446 and $3,699,526, respectively. American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share and 5,000,000 shares of preferred stock at $0.01 par value.

Note 15. Reportable Segments

The Company has no reportable segments as it only operates in the regulated cannabis industry, as a provider of professional consulting services, products and equipment.

Note 16. Subsequent Events

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported.

As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Company’s balance sheet as convertible notes payable, net. As of December 31, 2014, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Company’s balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11^th, 2016, the maturity date on this note has been renegotiated to April 24^th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount of $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.

Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

SUPPLEMENTARY DATA

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

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AMERICAN CANNABIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


		June 30, 2016			December 31, 2015
ASSETS
Current Assets
Cash and equivalents	$	228,654		$	555,780
Accounts receivable, net of allowance $2,486 and $8,419, respectively		151,736			48,285
Deposits		6,500			9,345
Inventory		67,728			67,435
Prepaid expenses and other current assets		50,763			32,117
Total Current Assets		505,381			712,962

Property and equipment - net		12,633			13,448

Other Assets
Deposits		4,500			4,500
Total Other Assets		4,500			4,500

TOTAL ASSETS	$	522,514		$	730,910

LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities
Accounts payable	$	71,843		$	218,334
Advances from clients		115,550			220,966
Convertible note, net of discount of $10,935 and $11,248, respectively		139,065			60,252
Accrued and other current liabilities		71,750			93,468
Total Current Liabilities		398,208			593,020

Total Liabilities		398,208			593,020

Commitments and contingencies

Shareholder's deficit
Common stock, $0.00001 par value; 100,000,000 shares authorized; 46,585,814 and 44,808,731 issued and outstanding at June 30, 2016 and December 31, 2015, respectively		465			448
Additional paid-in capital		4,353,439			4,268,708
Accumulated deficit		(4,229,598	)		(4,131,266	)
Total Shareholder's deficit		124,306			137,890

TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT	$	522,514		$	730,910

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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AMERICAN CANNABIS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2016			2015			2016			2015
Revenues
Consulting Services	$	211,863		$	268,488		$	459,473		$	464,058
Product and equipment		231,785			200,257			524,579			448,354
Total Revenues		443,648			468,745			984,052			912,412

Cost of Revenues
Cost of consulting services		51,278			88,632			99,800			146,483
Cost of products and equipment		145,848			176,347			380,857			401,998
Total Cost of Revenues		197,126			264,979			480,657			548,481

Gross Profit		246,522			203,766			503,395			363,931

Operating expenses
General and administrative		307,953			130,454			531,440			252,578
Investor Relations		893			56,286			18,068			187,702
Selling and marketing		19,662			113,224			40,477			207,529
Research and development		1,413			11,350			1,413			41,722
Total Operating expenses		329,921			311,314			591,398			689,531

Loss from Operations		(83,399	)		(107,548	)		(88,003	)		(325,600	)

Other Income (expense)
Gain on debt extinguishment		—			72,771			—			72,771
Interest Income (expense)		(1,376	)		(8,837	)		(10,329	)		(17,623	)
Total Other Income (expense)		(1,376	)		63,934			(10,329	)		55,148

Net Loss before taxes		(84,775	)		(43,614	)		(98,332	)		(270,452	)
Income Tax expense (benefit)		—			—			—			—

NET LOSS	$	(84,775	)	$	(43,614	)	$	(98,332	)	$	(270,452	)

Basic and diluted net loss per common share *	($	0.00	)	($	0.00	)*	($	0.00	)*	($	0.01	)

Basic and diluted weighted average common shares outstanding		46,375,168			45,752,033			45,628,580			45,275,183

* denotes a loss of less than $(0.01).

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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AMERICAN CANNABIS CORPORATION

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE 6 MONTHS ENDED JUNE 30, 2016 AND 2015

(UNAUDITED)


	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:	$	(98,332	)	$	(270,452	)
Net loss
Adjustments to reconcile net loss) to net cash (used in)
operating activities:
Bad debt expense		13,344			0
Depreciation		2,477			1,474
Amortization of discount on convertible notes payable		10,372			17,704
Stock-based compensation to employees		14,422			80,394
Stock-based compensation to service providers		9,198			107,385
Gain on debt extinguishment		—			(72,771	)
Changes in operating assets and liabilities
Accounts receivable		(116,795	)		(44,842	)
Deposits		2,845			102,202
Inventory		(293	)		(25,600	)
Prepaid expenses and other current assets		(18,646	)		(5,606	)
Advances from clients		(105,416	)		(144,115	)
Accrued and other current liabilities		(31,214	)		(1,511	)
Accounts payable		(146,491	)		80,370
Net Cash used in Operating Activities		(464,529	)		(175,368	)

CASH FLOWS USED INVESTING ACTIVITIES:
Purchases of property and equipment		(1,662	)		(12,332	)
Net Cash Used in Investing Activities		(1,662	)		(12,332	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		139,065			—
Proceeds from issuance of common shares		—			250,000
Net Cash Provided by Financing Activities		139,065			250,000

NET (DECREASE) INCREASE IN CASH		(327,126	)		62,300

CASH AT BEGINNING OF PERIOD		555,780			165,213

CASH AT END OF YEAR	$	228,654		$	227,513

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	—		$	(80	)
Cash paid (received) during the period for income taxes, net	$	—		$	—
Non-Cash Investing and financing activities with Debt Conversion
Conversion of notes payable to shares of common stock	$	70,326		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015
(Unaudited)

Note 1. Description of the Business

American Cannabis Company, Inc. and its subsidiary Company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”), (collectively “the “Company”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. The Company provides advisory and consulting services specific to this industry, designs industry-specific products and facilities, and manages a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry. American Cannabis Company, Inc. is a publicly listed company quoted on the OTCQB under the symbol “AMMJ”.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31. Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Reclassifications

Prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015

(Unaudited)

Significant Clients and Customers

For the three months ended June 30, 2016, four customers individually accounted for $494,003 of the Company’s total revenues; these customers accounted for approximately 79% of the Company’s total revenues for the period. For the six months ended June 30, 2016, six customers individually accounted for $834,907 of the Company’s total revenues; these customers accounted for approximately 71% of the Company’s total revenues for the period.

For the three months ended June 30, 2015, two customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 63% of the Company’s total revenues for the period. For the six months ended June 30, 2015, three customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 70% of the Company’s total revenues for the period. For the three months ended June 30, 2014, three customers individually accounted for 10% or more and 65% in aggregate of the Company’s total revenues. For the six months ended June 30, 2014, three customers individually accounted for 10% or more and 66% in aggregate of the Company’s total revenues.

Net Income (Loss) Per Common Share

Due to the Company’s net losses for the three and six months ended June 30, 2016 and June 30, 2015, any potentially dilutive shares outstanding as of June 30, 2016 and June 30, 2015 respectively, were not presented in the EPS computations, as their effect would have been antidilutive.

Recent Accounting Pronouncements

The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and it does not believe any of these pronouncements will have a material impact on the Company.

Reclassifications

Prior year amounts have been reclassified to conform to the current year presentation.

Note 3. Accounts Receivable, net

Accounts receivable, net, was comprised of the following as of June 30, 2016 and December 31, 2015:

		30Jun16		31Dec15
Gross accounts receivable	$	154,222	$	56,704
Less Allowance for doubtful accounts		(2,486)		(87,419)
Accounts receivable, net	$	151,736	$	48,285

The Company had bad debt expense during the six months ended June 30, 2016 and 2015 of $13,344 and $0, respectively. During the six months ended June 30, 2016 and 2015, the Company wrote-off old receivables and their related allowances for bad debts of $19,277 and $0, respectively.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015

(Unaudited)

Note 4. Deposits

Deposits were comprised of the following as of June 30, 2016 and December 31, 2015:

	30-Jun-16		31-Dec-15
Inventory deposits	$	6,500	$	9,345
Operating lease deposits included in other Assets		4,500		4,500
Deposits	$	11,000	$	13,845

Inventory deposits as of June 30, 2016 and December 31, 2015 reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

Note 5. Inventory

Inventory as of June 30, 2016 and December 31, 2015 of $67,728 and $67,435, respectively, was fully comprised of finished goods, and has been recorded at the lower of average cost or market.

Note 6. Prepaid expenses and other current assets

Prepaid expenses and other current assets was comprised of the following as of June 30, 2016 and December 31, 2015:

	30-Jun-16		31-Dec-15
Prepaid Insurance	$	2,350	$	5,572
Prepaid Legal Services (Retainers)		37,900		12,900
Other prepayments to suppliers		10,513		13,645
Deposits	$	50,763	$	32,117

Note 7. Property and Equipment, net

Property and equipment, net, was comprised of the following as of June 30, 2016 and December 31, 2015:

		30-Jun-16			31-Dec-15
Office equipment	$	9,275		$	7,472
Furniture and fixtures		8,635			8,777
Machinery and equipment		2,337			2,336
Property and equipment, gross		20,247			18,585
Less: accumulated depreciation		(7,614	)		(5,137	)
Property and equipment, net	$	12,633		$	13,448

The Company recorded depreciation expense of $1,256 and $758 during the three months ended June 30, 2016 and 2015, respectively. During the six months ended June 30, 2016 and 2015, the Company recorded depreciation expense of $2,470 and $1,474, respectively.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015

(Unaudited)

Note 8. Notes Payable

As of June 30, 2016 and December 31, 2015, the Company reflected convertible notes payable as follows:

	Principal balance			Loan Discount			Accrued Interest		Total
Balance as of December 31, 2015	$	71,500			(11,248	)	$	—	$	60,252
Issued in the period		150,000			(10,935	)		—		139,065
Amortization of debt discount		—			10,075			—		10,075
Converted into shares of common stock		(71,500	)		1,173			—		(70,327	)
Balance as of June 30, 2016	$	150,000			(10,935	)		—	$	139,065

The Company had convertible debentures which were originally issued on April 24, 2014, maturing on April 24, 2016, paid zero interest, and were convertible until maturity at the holders’ discretion into shares of the Company’s common stock at $0.08 per share. On April 11th, 2016, the maturity date on this note was renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of a partial conversion of this note in the amount of $58,000 that was converted into 725,000 shares of common stock at a price of $0.08 per share. On May 6, 2016, the Company received notice for the conversion of the balance of the note in the amount of $13,500 that was converted into 168,750 shares of common stock at a price of $0.08 per share. Based on this conversion, as of June 30, 2016, the Company had remaining convertible debentures in the total amount of $0, and any unamortized debt discount remaining on the date of conversion was amortized in full to interest expense.

On June 23, 2016, the Company entered into two convertible promissory notes: one for $50,000 and one for $330,000. As of the date of this filing, the Company received $150,000 in proceeds and recorded a discount of $10,935. The maturity date for each note is February 14, 2017. Each note pays 8% fixed interest and is convertible at the holder’s discretion into shares of the Company’s common stock at a fixed price of $0.1135 per share. On August 4, 2016 the notes were amended and restated to delete portions of the notes that originally provided for a conversion formula used to determine the price per share and to delete a provision that provided for repayment of the notes through a separate investment agreement providing for the Company to sell its registered shares to an investor (See Subsequent Events Note 14).

Note 9. Accrued and Other Current Liabilities

Accrued and other current liabilities was comprised of the following at June 30, 2016 and December 31, 2015:

		30-Jun-16		31-Dec-15
Accrued payroll liabilities	$	9,808	$	18,185
Accrual for products sold and shipped (in transit)		46,417		64,050
Other accruals		15,525		11,233
Accrued and other current liabilities	$	71,750	$	93,468

Note 10. Related Party Transactions

During the six months ended June 30, 2016, the Company incurred $14,500 of expense for accounting services payable to JDE Development LLC, a company in which Jesus M Quintero, the Company’s Chief Financial Officer, is an owner.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015

(Unaudited)

Note 11. Commitments and Contingent Liabilities

On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198. As of the date of this filing the shares have not been issued.

On January 20, 2016, we were named as a defendant in a civil suit entitled: Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company filed in the Circuit Court of Cook County, Illinois. The lawsuit originally sought damages of $100,000 related to an employment contract. The Company filed a motion with the Court to dismiss the complaint and refer the Company and Mr. Baroud to arbitration. On May 18, 2016 the Court granted the Company’s motion and dismissed Mr. Baroud’s complaint. Mr. Baroud has not pursued arbitration as of the date of this filing.

Note 12. Stock-based Compensation

Warrants

As of June 30, 2016 and December 31, 2015, the Company had fully-vested warrants to the Company’s independent board member to purchase up to two hundred and fifty thousand (250,000) shares of common stock.

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AMERICAN CANNABIS COMPANY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 and 2015

(Unaudited)

Options

In addition to the warrants as described above, the Company’s independent board member shall be eligible to receive options for 400,000 shares of common stock under the Company’s incentive plan, as and when duly approved by the Board of Directors.

Stock Issuable in Compensation for Professional Services

From time to time, the Company enters into agreements whereby a professional service provider will be compensated for services rendered to the Company by shares of common stock in lieu of cash.

On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198 (See Note 11). As of the date of this filing the shares have not been issued.

Note 13. Stockholders’ Equity

Preferred Stock

American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value. No shares of preferred stock were issued and outstanding during the six months ended June 30, 2016 and 2015, respectively.

Common Stock

American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share.

Note 14. Subsequent Events

The Company previously entered into an Investment Agreement with Tangiers Global, LLC, a Wyoming Limited Liability Company, on June 23, 2016.

On August 4, 2016, the Company and Tangiers Global, LLC, amended and restated the two fixed convertible promissory notes disclosed in Note 8. The amendments deleted portions of the notes that originally provided for a conversion formula used to determine the conversion price per share, and deletes provisions for the repayment of the notes through sales of the Company’s registered shares to Tangiers

The Company owed 77,660 shares of common stock as part of accounting services provided to the Company by New Era CPAs, an accounting firm in which the Company’s former Chief Financial Officer, is a partner. On July 29, 2016 the Company issued the 77,660 shares due Mr. Migliarese.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words “believes,” “expects,” “anticipates” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ as a result of many factors, including the risks discussed from time to time in this report, including the risks described under “Risk Factors” in any filings we have made with the SEC.

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts, impairment, net lease intangibles, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

Background

American Cannabis Company, Inc. and subsidiary is a publicly listed company quoted on the OTCQB under the symbol “AMMJ”. We are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and sell both exclusive and non-exclusive customer products commonly used in the industry.

The Company was incorporated in the State of Delaware on September 24, 2001 under the name “Naturewell, Inc.” On March 13, 2013, the Company completed a merger transaction whereby it acquired Brazil Interactive Media, Inc. (“BIMI”), a Brazilian interactive television company and television production company. The Company’s Certificate of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc. On May 15, 2014 the Company entered into an Agreement and Plan of Merger with Cannamerica Corp. (the “Merger Sub”), a wholly-owned subsidiary of BIMI, and Hollister & Blacksmith, Inc. doing business as American Cannabis Consulting (“American Cannabis Consulting”). The merger was completed on September 29, 2014, resulting in American Cannabis Consulting being merged with and into the Merger Sub (the “Reverse Merger”). The Company subsequently amended its Certificate of Incorporation to change its name to “American Cannabis Company, Inc.” Upon the closing of the Reverse Merger, all of the Company’s officers and directors appointed designee officers and directors from American Cannabis Consulting and resigned. Consistent with the Merger Agreement, the Company consummated a complete divestiture of BIMI, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, pursuant to a Separation and Exchange Agreement dated May 16, 2014 (the “Separation Agreement”) between the Company, BIMI, Inc., and Brazil Investment Holding, LLC (“Holdings”), a Delaware limited liability company.

On October 10, 2014, the Company changed its stock symbol from BIMI to AMMJ.

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Results of Operations

Year ended December 31, 2015 compared to year ended December 31, 2014

The following table presents our operating results for the year ended December 31, 2015 compared to December 31, 2014:

		Year Ended December 31, 2015		% of Revenues			Year Ended December 31, 2014		% of Revenues			$ Change
Revenues
Consulting Services	$	693,225		24.8		$	677,633		53.8		$	15,592
Product and equipment		2,106,662		75.2			581,379		46.2			1,525,283
Total Revenues		2,799,887		100.0			1,259,012		100.0			1,540,875

Cost of Revenues
Cost of consulting services		182,161		6.5			322,134		25.6			(139,973	)
Cost of products and equipment		1,817,952		64.9			449,342		35.7			1,368,610
Total Cost of Revenues		2,000,113		71.4			771,476		61.3			1,228,637

Gross Profit		799,774		28.6			487,536		38.7			312,238

Operating expenses
General and administrative		687,082		24.5			3,652,181		290.1			(2,965,099	)
Investor Relations		307,069		11.0			23,132		1.8			283,937
Selling and marketing		307,474		11.0			190,164		15.1			117,310
Research and development		51,115		1.8			12,863		1.0			38,252
Total Operating expenses		1,352,740		48.3			3,878,340		308.0			(2,525,600	)

Loss from Operations		(552,966	)	(19.7	)		(3,390,804	)	(269.3	)		2,837,838

Other Income (expense)
Gain on extinguishment of debt		72,771		2.6			35,000		2.8			37,771
Interest Income (expense)		(35,458	)	(1.3	)		(263,388	)	(20.9	)		227,930
Total Other Income (expense)		37,313		1.3			(228,388	)	(18.1	)		265,701

Net Loss before taxes		(515,653	)	(18.4	)		(3,619,192	)	(287.5	)		3,103,539
Income Tax expense (benefit)		—		0.0			—		0.0			—

NET LOSS	($	515,653	)	(18.4	)	($	3,619,192	)	(287.5	)	$	3,103,539

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Revenues

Total revenues for the year ended December 31, 2015 and December 31, 2014, were $2,799,887 and $1,259,012, respectively, an increase of $1,540,875. This increase was primarily due to growth in our client base and volume of operations as our business has matured following commencement of business operations in April 2013, specifically the establishment of our in-house product offerings and 3^rd party equipment sales were major contributing factors. For the year ended December 31, 2015 and December 31, 2014, consulting services revenue was $693,225 and $677,633, respectively. For the year ended December 31, 2015 and December 31, 2014, products and equipment revenue were $2,106,662 and $581,379, respectively. During the years ended December 31, 2015 and December 31, 2014, the company generated revenue from the sale of products in the amount of $25,214 and $0, respectively, to a Director.

Costs of Revenues

Costs of revenues primarily consist of labor, travel, and other costs directly attributable to providing services or products. For the year ended December 31, 2015 and December 31, 2014, our total costs of revenues were $2,000,113 and $771,476, respectively. The increase in costs of revenues was primarily due to the increase in operating expenses related to overhead and salaries as well as sales volume discussed above. As a percentage of total revenues, the increase was due to changes in product mix, as sales of products and equipment, which have a lower gross margin compared to consulting and advisory services, made up a higher percentage of revenues and costs of revenues during the year ended December 31, 2015 as compared to December 31, 2014. For the year ended December 31, 2015, consulting related costs were $182,161 or 6.5% of total revenues and costs related with costs associated with products and equipment were $1,817,952 or 64.9% of total revenues. For the year ended December 31, 2014, consulting related costs were $322,134, or 25.6% of total revenue, and costs associated with products and equipment were $449,342, or 35.7% of total revenue.

Gross Profit

For the year ended December 31, 2015 and December 31, 2014, gross profit was $799,774 and $487,536, respectively. This increase was primarily due to growth in our client base and volume of operations including product sales as our business has matured following commencement of business operations since 2013. As a percentage of total revenues, gross profit was 28.6% and 38.7% for the years ended December 31, 2015 and December 31, 2014, respectively. This decrease was primarily due to the year ended December 31, 2015 having a higher proportion of total revenues from product and equipment sales as compared to consulting services, as product and equipment sales have a lower profit margin compared to revenues generated by consulting and advisory services.

Operating Expenses

Total operating expenses for the years ended December 31, 2015 and December 31, 2014 was $1,352,740 and 3,878,340, respectively. This decrease of $2,525,600 was attributed to stock-based compensation expense of $319,187 in 2015 versus $3,370,128 in 2014. The decrease in stock-based compensation expense reflected grants for which the awards were vested. A higher amount was reflected in 2014 due to the Reverse Merger activities during 2014. In addition, we experienced an increase in investor relations which was $307,069 during 2015 versus $23,132 incurred in 2014 as the company began working with investor funding opportunities.

Other Income (Expense)

Other income (expense) for the years ended December 31, 2015 and December 31, 2014 was income of $37,313 and expense of $228,388, respectively. This increases in other income was due to less interest incurred during 2015, $35,458 versus $263,388 of interest expense attributed to initial amortization of the discount on our convertible notes payable. In addition, for December 31, 2015 and December 31, 2014 we had a gain on debt extinguishment of $72,771 and $35,000, respectively, which was attributed to negotiations with legal counsel in the forgiveness of debt, which was deemed fully satisfied as an aspect of the issuance of convertible notes payable.

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Net Income (Loss)

As a result of the factors discussed above, net loss for the year ended December 31, 2015 and December 31, 2014 was net loss of $515,653 and $3,619,192, respectively. For December 31, 2015 and December 31, 2014, these net losses represented a 18.4% and 287.5% of total revenues for the respective periods.

Results of Operations

For the Three Month Period Ended June 30, 2016 compared to June 30, 2015

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	For the three months ended June 30, 2016			% of Revenues			For the three months ended June 30, 2015			% of Revenues			$ Change
Revenues
Consulting Services	$	211,863			47.8		$	268,488			57.3		($	56,625	)
Product and equipment		231,785			52.2			200,257			42.7			31,528
Total Revenues		443,648			100.0			468,745			100.0			(25,097	)

Cost of Revenues
Cost of consulting services		51,278			11.6			88,632			18.9			(37,354	)
Cost of products and equipment		145,848			32.9			176,347			37.6			(30,499	)
Total Cost of Revenues		197,126			44.4			264,979			56.5			(67,853	)

Gross Profit		246,522			55.6			203,766			43.5			42,756

Operating expenses
General and administrative		307,953			69.4			130,454			27.8			177,499
Investor Relations		893			0.2			56,286			12.0			(55,393	)
Selling and marketing		19,662			4.4			113,224			24.2			(93,562	)
Research and development		1,413			0.3			11,350			2.4			(9,937	)
Total Operating expenses		329,921			74.4			311,314			66.4			18,607

Loss from Operations		(83,399	)		(18.8	)		(107,548	)		(22.9	)		24,149

Other Income (expense)
Loss on debt extinguishment		—			0.0			72,771			15.5			(72,771	)
Interest Income (expense)		(1,376	)		(0.3	)		(8,837	)		(1.9	)		7,461
Total Other Income (expense)		(1,376	)		(0.3	)		63,934			13.6			(65,310	)

Net Loss before taxes		(84,775	)		(19.1	)		(43,614	)		(9.3	)		(41,161	)
Income Tax expense (benefit)		—			0.0			—			0.0			—

NET LOSS	($	84,775	)		(19.1	)	($	43,614	)		(9.3	)	($	41,161	)

Revenues

Total revenues were $443,648 for the three months ended June 30, 2016, compared to $468,745 for the three months ended June 30, 2015, a decrease of $25,097. The decrease in consulting revenues is due to our consulting clients being in various early stages of their projects, which results in periodic fluctuations of cyclical consulting revenues as of June 30, 2016 and June 30, 2015. However, we did continue to grow in the product and equipment sales as our ongoing clients required products for their strategic growth and development. We expect to see growth in the future as more states allow for the medical and recreational use and sale of cannabis. We continue to establish our products and equipment offerings and growth in our client base and volume of operations as our business has matures following commencement of business operations in April 2013. For the three months ended June 30, 2016, consulting services revenue were $211,863, or 47.8% of total revenue, compared to $268,488, or 57.3% of total revenues for the three months ended June 30, 2015. This is mainly attributed to fewer new clients on board for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. For the three months ended June 30, 2016, products and equipment revenue were $231,785, or 52.2% of total revenues, compared to $200,257, or 42.7% of total revenues for the three months ended June 30, 2015.

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Costs of Revenues

Costs of revenues primarily consist of labor, travel, and other costs directly attributable to providing services or products. During the three months ended June 30, 2016, our total costs of revenues were $197,126, or 44.4% of total revenues. This compares to total costs of revenues for the three months ended June 30, 2015 of $264,979 or 56.5% of total revenues. The decrease in costs of revenues of $67,853 was primarily due to a decrease in consulting sales volume discussed above and a reduction in our internal infrastructure development. For the three months ended June 30, 2016, consulting-related costs were $51,278, or 11.6% of total revenue, as compared to costs of $88,632, or 18.9% of revenue for the three months ended June 30, 2015. Costs associated with products and equipment were $145,848, or 32.9% of total revenue for the three months ended June 30, 2016 as compared to $176,347, or 37.6% of total revenue for the three months ended June 30, 2015. As a percentage of revenues, the decreases were primarily due to lower sales volume during the three months ended June 30, 2016, as certain primarily-fixed costs such as labor made up a comparably smaller percentage of revenues as compared to the three months ended June 30, 2015.

Gross Profit

Total gross profit was $246,522 for the three months ended June 30, 2016, comprised of consulting services gross profit of $160,585 and products and equipment gross profit of $85,937. This compares to total gross profit of $203,766 for the three months ended June 30, 2015, comprised of consulting services gross profit of $179,856 and products and equipment gross profit of $23,910. These decrease of $19,271 for consulting services gross profit and an increase of $62,027 for products and equipment gross profit were primarily due to less new clients in our client base and further establishment of our products and equipment offerings. As a percentage of total revenues, gross profit was 56.6% for the three months ended June 30, 2016 and 43.5% for the three months ended June 30, 2015. This increase was primarily driven by the higher sales volume in products and equipment sales volume during the three months ended June 30, 2016.

Operating Expenses

Total operating expenses were $329,921, or 74.4% of total revenues for the three months ended June 30, 2016, compared to $311,314, or 66.4% of total revenues for the three months ended June 30, 2015. This increase was primarily due to an increase in general and administrative expenses attributable to higher bad debt expense and by higher accounting, auditing and legal fees associated with the costs of running a public company. The increase was further driven by higher payroll costs as lower labor amounts were allocated to projects for the three months ended June 30, 2016 as compared to June 30, 2015. Also, the Company has reduced selling and marketing efforts due to achieving a stronger brand recognition in the market place during the three months ended June 30, 2016 as compared with the three months ended June 30, 2015, which has resulted in lower expenditures for trade shows and conferences.

Other Income (Expense)

Other income (expense) for the three months ended June 30, 2016 was expense of $1,376 as compared with $63,934 income for the three months ended June 30, 2015. For the three months ended June 30, 2016 the Company incurred a non-cash interest expense reflecting $2,076 related to convertible notes payable discount amortization for the period, which was partially offset by other income as compared to $8,837 expense for the three months ended June 30, 2015. The Company incurred a gain on extinguishment of debt of $72,771 for the three months ended June 30, 2015.

Income Tax Expense (Benefit)

Although our tax status changed from a non-taxable pass-through entity (S-Corporation) to a taxable entity (C-Corporation) during the year ended December 31, 2014, due to cumulative losses since we became a C-Corporation, we recorded a valuation allowance against our related deferred tax asset which netted our deferred tax asset and benefit for income taxes to zero for the three months ended June 30, 2016.

Net Income (Loss)

As a result of the factors discussed above, net income (expense) for the three months ended June 30, 2016 was net loss of $84,775, or 19.1% of total revenues for the period, as compared to a net loss of $43,614, or 9.3% of total revenues for the three months ended June 30, 2015.

For the Six Month Period Ended June 30, 2016 compared to June 30, 2015

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	For the six months ended June 30, 2016			% of Revenues			For the six months ended June 30, 2015			% of Revenues			$ Change
Revenues
Consulting Services	$	459,473			46.7		$	464,058			50.9		($	4,585	)
Product and equipment		524,579			53.3			448,354			49.1			76,225
Total Revenues		984,052			100.0			912,412			100.0			71,640

Cost of Revenues
Cost of consulting services		99,800			10.1			146,483			16.1			(46,683	)
Cost of products and equipment		380,857			38.7			401,998			44.1			(21,141	)
Total Cost of Revenues		480,657			48.8			548,481			60.1			(67,824	)

Gross Profit		503,395			51.2			363,931			39.9			139,464

Operating expenses
General and administrative		531,440			54.0			252,578			27.7			278,862
Investor Relations		18,068			1.8			187,702			20.6			(169,634	)
Selling and marketing		40,477			4.1			207,529			22.7			(167,052	)
Research and development		1,413			0.1			41,722			4.6			(40,309	)
Total Operating expenses		591,398			60.1			689,531			75.6			(98,133	)

Loss from Operations		(88,003	)		(8.9	)		(325,600	)		(35.7	)		237,597

Other Income (expense)
Loss on debt extinguishment		—			0.0			72,771			8.0			(72,771	)
Interest Income (expense)		(10,329	)		(1.0	)		(17,623	)		(1.9	)		7,294
Total Other Income (expense)		(10,329	)		(1.0	)		55,148			6.0			(65,477	)

Net Loss before taxes		(98,332	)		(10.0	)		(270,452	)		(29.6	)		172,120
Income Tax expense (benefit)		—			0.0			—			0.0			—

NET LOSS	($	98,332	)		(10.0	)	($	270,452	)		(29.6	)	$	172,120

Revenues

Total revenues were $984,052 for the six months ended June 30, 2016, compared to $912,412 for the six months ended June 30, 2015, an increase of $71,640. This increase was driven by growth in our sales of products and equipment as our business matured following commencement of business operations in April 2013. For the six months ended June 30, 2016, consulting services revenue was $459,473, or 46.7% of total revenue, compared to $464,058, or 50.9% of total revenues for the six months ended June 30, 2015. This reduction is mainly due to fewer new clients for the six months ended June 30, 2016 as compared with the six months ended June 30, 2015. For the six months ended June 30, 2016, products and equipment revenue were $524,579, or 53.3% of total revenues, compared to $448,354, or 49.1% of total revenues for the six months ended June 30, 2015.

Costs of Revenues

Costs of revenues primarily consist of labor, travel, and other costs directly attributable to providing services or products. During the six months ended June 30, 2016, our total costs of revenues were $480,657, or 48.8% of total revenues. This compares to total costs of revenues for the six months ended June 30, 2015 of $548,481 or 60.1% of total revenues. The decrease in costs of revenues of $67,824 was primarily due to the overall increase in sales volume discussed above and a reduction in our internal infrastructure development. For the six months ended June 30, 2016, consulting-related costs were $99,800, or 10.1% of total revenue, as compared to costs of $146,483 or 16.1% of revenue for the six months ended June 30, 2015. Costs associated with products and equipment were $380,857, or 38.1% of total revenue for the six months ended June 30, 2016 as compared to $401,998, or 44.1% of total revenue for the six months ended June 30, 2015. As a percentage of revenues, the decreases were primarily due to level of sales volume, as discussed above, during the six months ended June 30, 2016, as certain labor intensive services made up a comparably smaller percentage of revenues as compared to the six months ended June 30, 2015.

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Gross Profit

Total gross profit was $503,395 for the six months ended June 30, 2016, comprised of consulting services gross profit of $359,673 and products and equipment gross profit of $143,723. This compares to total gross profit of $363,931 for the six months ended June 30, 2015, comprised of consulting services gross profit of $317,575 and products and equipment gross profit of $46,356. These increases of $42,098 in consulting services gross profit and $97,367 in products and equipment gross profit were primarily due to lower labor intensive services on the consulting revenues, and growth in sales of our products and equipment offerings. As a percentage of total revenues, gross profit was 51.2% for the six months ended June 30, 2016 and 39.9% for the six months ended June 30, 2016. This increase was primarily due to higher sales volume during the six months ended June 30, 2016.

Operating Expenses

Total operating expenses were $591,398, or 60.1% of total revenues for the six months ended June 30, 2016, compared to $689,531, or 75.6% of total revenues for the six months ended June 30, 2015. This decrease was primarily due to a decrease in investor relations expenses as the Company is currently utilizing internal resources for this function instead of outside sources; also the Company has not invested in research and development projects during the six months ended June 30, 2016. In addition, the Company has reduced selling and marketing efforts due to achieving a stronger brand recognition in the market place during the six months ended 2016, which has resulted in lower expenditures for trade shows and conferences as compared to the six months ended June 30, 2015. However, there was an increase in general and administrative expenses which was attributed to bad debts expense in 2016 for which there was $0 in 2015, along with increase in professional fees such as accounting, auditing and legal services, which are all needed to run a public company, as well as an increase in payroll costs as the Company allocated less labor to projects for the six months ended June 30, 2016 as compared to June 30, 2015.

Other Income (Expense)

Other income (expense) for the six months ended June 30, 2016 was expense of $10,329 as compared with income of $55,148 for the six months ended June 30, 2015. For the six months ended June 30, 2016 the Company incurred non-cash interest expense reflecting $10,329 related to convertible notes payable discount amortization for the period, which was partially offset by interest income as compared to $17,623 expense for the six months ended June 30, 2015. The Company recognized a gain on extinguishment of debt of $72,771 for the six months ended June 30, 2015.

Income Tax Expense (Benefit)

Net Income (Loss)

As a result of the factors discussed above, net loss for the six months ended June 30, 2016 was $98,332 or 10.0% of total revenues and net loss for the six months ended June 30, 2015 was $270,452 or 29.6% of total revenues.

Liquidity and Capital Resources

As of June 30, 2016, our primary internal sources of liquidity were our working capital, which included cash and cash equivalents of $228,654 and accounts receivable of $151,736. We also have the ability to raise additional capital as needed through external equity financing transactions. For the six months ended June 30, 2016, primarily as a result of non-cash expenses, the Company’s operating cash flows were a use of $464,529 due to an increase in accounts receivable of $116,795, a decrease in advances from clients of $105,416 and a decrease in accounts payable of $146,491. Additionally, considering that our fixed overhead costs are low, we have the ability to issue stock to compensate employees and management, and the level of future revenue we expect to generate from executed client contracts, we believe our liquidity and capital resources to be adequate to fund our operational and general and administrative expenses for at least the next 12 months without needing to raise additional debt or equity funding. There is no guarantee we will have the ability to raise additional capital as needed through external equity financing transactions if required.

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Operating Activities

Net cash used in operating activities for the six months June 30, 2016 and 2015 was $464,529 and $175,368, respectively. The $464,529 use of cash was due to an increase in accounts receivable of $116,795, a decrease in advances from clients of $105,416 and a decrease in accounts payable of $146.491. Net cash used in operating activities for the six months ended June 30, 2015 was $175,368, consisting of net loss of $270,452, non-cash adjustments reconciling net income to net cash used in operating activities of $134,186 and a net use of cash of $39,102 from changes in operating assets and liabilities. The net non-cash adjustments of $134,186 were due to amortization of the discount on convertible notes payable of $17,704, employee stock-based compensation of $80,394, professional services compensated in shares of common stock of $107,385 and depreciation of $1,474, partially offset by a gain on debt extinguishment related to a negotiated settlement of legal fees of $72,771. Changes in operating assets and liabilities, a net use of cash of $39,102, were the result of a decrease in deferred revenue of $144,115, an increase in accounts receivable of $44,842 on higher sales volume, an increase in inventory of $25,600 primarily related to Satchels, an increase in prepaid expenses and other current assets of $5,606 and a decrease in accrued and other current liabilities of $1,511, mostly offset by a decrease in deposits of $102,202 primarily due to the receipt of Satchels during the period and an increase in accounts payable of $80,370.

Investing Activities

For the six months ended June 30, 2016 and 2015, investing activities were a use of cash of $1,662 and $12,332, respectively. This was due to purchases of office furniture and computer equipment during the six months ended June 30, 2016 and 2015, respectively.

Financing Activities

For the six months ended June 30, 2016 and 2015, the net cash from financing activities was $139,065 and $250,000, respectively. During the six months ended June 30, 2016 the Company received proceeds of $139,065 from one convertible promissory note. Net cash provided by financing activities of $250,000 for the six months ended June 30, 2015 reflected the sale of 833,333 shares of common stock to an investor during the period.

Off Balance Sheet Arrangements

As of June 30, 2016 and December 31, 2015, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Non-GAAP Financial Measures

We use Adjusted EBITA, a non-GAAP metric, to monitor our overall business performance. We define Adjusted EBITA as net income (loss) before interest expense, net, provision for (benefit from) income taxes, stock-based compensation and certain non-recurring expenses, which to date have been limited to costs associated with the Reverse Merger. We believe that such adjustments to arrive at Adjusted EBITA provides us with a more comparable measure for managing our business. We also believe that it is a useful measure for securities analysts, investors, and other interested parties in the evaluation of our Company.

A reconciliation of net income (loss) to Adjusted EBITA is provided below.

		For three months ended June 30, 2016			For three months ended June 30, 2015			For six months ended June 30, 2016			For six months ended June 30, 2015
Adjusted EBITA reconciliation:
Net income (loss)	($	84,775	)	($	43,614	)	($	98,332	)	($	270,425	)
Interest expense (loss)		1,376			8,837			10,329			17,623
Tax expense (benefit)		—			—			—			—
Stock-based compensation expense		12,991			80,667			23,620			187,779
Adjusted EBITA	$	(68,408	)		45,890		($	64,383	)	$	65,050

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 12, 2015, the Company notified Bongiovanni & Associates, PA ("Bongiovanni"), its independent registered public accounting firm, that it was dismissing Bongiovanni as its independent registered public accounting firm, effective as of that date. During the period from Inception (March 5, 2013) through December 31, 2013 and subsequent interim period through February 12, 2015, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Bongiovanni on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Bongiovanni, would have caused Bongiovanni to make reference on the subject matter of the disagreements in its reports. Also on February 12, 2015, the Company engaged Cutler & Co., LLC ("Cutler"), as its new independent registered public accounting firm for the fiscal year ending December 31, 2014. Cutler will also conduct reviews of the Company's unaudited quarterly financial statements on an ongoing basis thereafter. In October, 2015 the firm of Pritchett, Siler and Hardy PC acquired the audit practice of Cutler & Co., LLC, and the Company appointed Pritchett, Siler and Hardy PC as its independent registered accounting firm. During the period when the Company engaged Cutler & Co., LLC as its independent registered accounting firm, there were no disagreements (as defined in Item 304(a)(1)(4) of Regulation S-K) with Cutler & Co., LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler & Co., LLC, would have caused Cutler & Co., LLC to make reference on the subject matter of the disagreements in its reports.

Directors and Executive Officers

Our Board of Directors

The following table sets forth information regarding our current directors and each director nominee, as of June 30, 2016.

Name	Principal Occupation	Age		Director Since
Corey Hollister	Chief Executive Officer & Chairman of the Board, American Cannabis Company, Inc.		40		2014
Ellis Smith	Chief Development Officer, American Cannabis Company, Inc.		39		2014
Vincent “Tripp” Keber	Chief Executive Officer, Dixie Brands, Inc.		47		2014

Corey Hollister has served as our Chief Executive Officer (CEO) and as a director since May 2014. In March 2013, Mr. Hollister co-founded American Cannabis Company, Inc. (“ACC”), and from March 2013 to May 2014, Mr. Hollister served as a Managing Director of ACC. From September 2010 to July 2013, Mr. Hollister co-owned and was director of Colorado Kind Care LLC d/b/a The Village Green Society, a Colorado-based Medical Marijuana Center. From October 2007 to September 2009, Mr. Hollister owned and operated Built-to-Last Fitness, a private health and wellness company focused on exercise and nutritional guidance for individuals, companies and schools. Prior to this, Mr. Hollister was based in Boston, MA and worked in Marketing and Advertising. Our Board believes Mr. Hollister’s qualifications to serve as an executive of the Company and as a member of our Board include his past success in founding and operating businesses, his leadership and corporate management experience, and his unique experience in Colorado and across the country advising clients in emerging medical cannabis markets.

Ellis Smith from June 2014 to the present, Ellis Smith has served as our Chief Development Officer and as a director since September 2014. In March 2013, Mr. Smith co-founded ACC, and from March 2013 to May 2014, Mr. Smith served as a Managing Director of ACC. From September 2010 to July 2013, Mr. Smith co-owned Colorado Kind Care LLC d/b/a The Village Green Society, a Colorado-based Medical Marijuana Center, where he was responsible for managing the operations and protocols supporting the growth and production of medical marijuana. From 2008 to 2010, Mr. Smith founded and operated The Happy Camper Organics Inc., a medical marijuana company focused on the growth of wholesale cannabis for sale to medical marijuana businesses. From 2005 to 2010, Mr. Smith founded and operated Bluebird Productions, a video production company. Mr. Smith has been published and recognized for his horticultural experience and organic gardening in the cannabis industry, and he is known for assisting in identifying the Hemp Russet Mite and working with SKUNK magazine to educate the industry. Our Board believes Mr. Smith’s qualifications to serve as an executive of the Company and as a member of our Board include his past success in founding and operating businesses, his unique experience in horticultural and organic gardening, and his recognized qualifications in the emerging medical cannabis markets.

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Vincent “Tripp” Keber has served as a member of our board of directors since November 2014. Mr. Keber is a co-founder and Chief Executive Officer of Dixie Elixirs & Edibles (“Dixie”), a Colorado licensed medical marijuana infused products manufacturer. He is a founding director of the National Cannabis Industry Association, and, since 2013, has served as a director of the Marijuana Policy Project. He is also an advisory board member of the Medical Marijuana Industry Group in Colorado. In his current role as CEO of Dixie, Mr. Keber is responsible for the overall strategy, licensing, marketing, branding and expansion efforts related to the Dixie brand, both domestically and internationally. Mr. Keber has been featured on CBS’s 60 Minutes and CNBC. Since June 2014, Mr. Keber has also served as a Director of MassRoots, Inc. Prior to joining Dixie, Mr. Keber served as Chief Operating Officer for Bella Terra Resort Development Company, and EVP of Business Development for Sagebrush Realty Development. Mr. Keber has a Bachelor of Science in Political Science from Villanova University. Mr. Keber is involved in several charitable organizations located within the Aspen and Denver communities, and assists in the research and development of cannabis support for veterans suffering from post-traumatic stress disorder. Mr. Keber was selected to serve as a director because of his extensive experience, knowledge and leadership in the legal cannabis industry, as well as his success as a business leader and entrepreneur.

Our Executive Officers

We designate persons serving in the following positions as our named executive officers: our chief executive officer, chief financial officer, chief development officer, chief operating officer and chief technology officer. The following table sets forth information regarding our executive officers as of June 30, 2016.

Name	Principal Occupation	Age		Officer Since
Corey Hollister	CEO & Chairman of the Board, American Cannabis Company, Inc.		40		2014
Ellis Smith	Chief Development Officer, American Cannabis Company, Inc.		39		2014
Jesus M Quintero	Chief Financial Officer, American Cannabis Company, Inc.		55		2016

Corey Hollister’s biographical summary is included under “Our Board of Directors.”

Ellis Smith’s biographical summary is included under “Our Board of Directors.”

Jesus M Quintero, Chief Financial Officer from February 2016 to present Mr. Quintero also serves as Chief Financial officer of Massroots Inc., and has served as Brazil Interactive Media’s Chief Financial Officer. He has previously served as a financial consultant to several multimillion dollar businesses in Florida. Mr. Quintero has extensive experience in public company reporting and SEC/SOX compliance, and held senior finance positions with Avnet, Inc., Latin Node, Inc., Globetel Communications Corp. and Telefonica of Spain. His prior experience also includes tenure with PricewaterhouseCoopers and Deloitte & Touche. Mr. Quintero earned a B.S. in Accounting from St. John’s University and is a certified public accountant. He is fluent in English and Spanish, and conversant in Brazilian Portuguese.

Employment Agreements

We have entered into an Executive Employment Agreement with Corey Hollister, our President and Chief Executive Officer, with an effective date of April 24, 2014. Under the terms of this agreement, he is serving as an executive of our company. We agreed to pay him a base salary of $75,000 annually, and he is entitled to receive an annual bonus of 5% of our net annual income if our annual net income exceeds $1,000,000. He is also entitled to participate in all benefit programs made available to our executive and/or salaried employees, paid vacation and reimbursement for business related expenses. The initial term of the agreement is five years, and it may be extended for successive one-year periods. The agreement may be terminated by either party giving written notice of such party’s intention to terminate the agreement and the employment of the Executive at least ninety (90) days prior to the end of the initial or an extended term. We have the option to terminate the agreement by giving Mr. Hollister Six (6) months notice if he incurs a condition that prevents him from carrying out his essential job functions for a period of Nine (9) months or longer. We may also terminate Mr. Hollister’s employment without notice and without any further compensation obligations, (except his accrued benefits and any benefit continuation or conversion rights he may have under the terms of the benefit plan or applicable law) if the termination is based on a material violation of this Agreement, fraud, embezzlement, securities law violation, other gross misconduct which causes material economic damage to the Company or material damage to the business reputation of the Company.

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We have also entered into an Executive Employment Agreement with Ellis Smith, our Chief Development Officer, with an effective date of April 29, 2014. Under the terms of this agreement, he is serving as our Chief Development Officer. We agreed to pay him a base salary of $75,000 annually, and he is entitled to receive an annual bonus of 5% of our net annual income if our annual net income exceeds $1,000,000. He is also entitled to participate in all benefit programs made available to our executive and/or salaried employees, paid vacation and reimbursement for business related expenses. The initial term of the agreement is five years, and it may be extended for successive one-year periods. The agreement may be terminated by either party giving written notice of such party’s intention to terminate the agreement and the employment of the Executive at least ninety (90) days prior to the end of the initial or an extended term. We have the option to terminate the agreement by giving Mr. Smith Six (6) months notice if he incurs a condition that prevents him from carrying out his essential job functions for a period of Nine (9) months or longer. We may also terminate Mr. Smith’s employment without notice and without any further compensation obligations, (except his accrued benefits and any benefit continuation or conversion rights he may have under the terms of the benefit plan or applicable law) if the termination is based on a material violation of this Agreement, fraud, embezzlement, securities law violation, other gross misconduct which causes material economic damage to the Company or material damage to the business reputation of the Company.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

None of our directors and executive officers has been involved in any of the following events during the past ten years:

	(a)	any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

	(b)	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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	(c)	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

	(d)	being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

	(e)	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;

	(f)	Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


	(g)	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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	(h)	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Executive Compensation

Summary Compensation Table

The particulars of compensation paid to the following persons:

	(a)	all individuals serving as our principal executive officer during the year ended December 31, 2015;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2015; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2015,

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total ($)

Corey Hollister,

2015

84,346

1,500

―

85,846

Chief Executive

Officer

Antonio Migliarese,

2015

9,615

―

9,615

Chief Financial

Officer

Jesus Quintero,

2015

―

Chief Financial

Officer

Ellis Smith,

2015

79,808

1,500

―

81,308

Chief Development

Officer

Anthony Baroud,

2015

―

Chief Technology

Officer

Trent Woloveck,

2015

35,015

―

35,015

Chief Operations

Officer

Terry Buffalo,

2015

―

1,590

―

1,590

Chief Operations

Officer

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(1)

Amounts reported as bonus reflect discretionary profit sharing compensation which was based on a percentage of net income for the third quarter of 2014.

Retirement Benefits

We do not currently provide our named executive officers with supplemental or other retirement benefits.

Outstanding Equity Awards at December 31, 2015

As of December 31, 2015, we had not granted any stock-based compensation awards to any of our named executive officers.

Compensation of Directors

The following table sets forth information concerning the compensation earned during 2015 by each individual who served as a non-employee director at any time during the fiscal year:

Name

Fees Earned or Paid in Cash ($)

Stock Awards⁽¹⁾ ($)

Total ($)

Vincent “Tripp” Keber

20,000

(1)

In connection with Mr. Keber’s appointment to the board of directors, on November 19, 2014, he was awarded warrants to purchase up to two hundred and fifty thousand (250,000) shares of our common stock at an exercise price of sixty-three cents ($0.63) per share exercisable within five (5) years of the date of issuance.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of August 26, 2016 by (1) each stockholder who is known by us to beneficially own more than 5% of our common stock, (2) each of our directors, (3) each of our executive officers, and (4) all of our directors and executive officers as a group.

Beneficial Owner and address(1)	Number of Shares Beneficially Owned		Percent Owned (2)
5% Stockholders:
Dutchess Opportunity Fund II, L.P.		3,477,371		7.37	%
Anthony Baroud		4,756,594		10.17%

Named Executive Officers and Directors:
Corey Hollister, Chief Executive Officer		12,684,251		27.04%
Ellis Smith, Chief Development Officer		12,684,251		27.04%
Jesus Quintero, Chief Financial Officer		50,000		*
All executive officers and directors as a group (3 persons)		25,418,502		54.08%

Represents beneficial ownership of less than 1% of our outstanding common stock. Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

(1)

Unless otherwise indicated, the address of each beneficial owner listed above is c/o Corey Hollister, American Cannabis Company, Inc. 5690 Logan Street, Unit A, Denver CO. 80216.

(2)

Calculated on the basis of 46,751,074 shares of common stock outstanding as of September 2, 2016, plus any additional shares of common stock that a stockholder has the right to acquire within 60 days after August 26, 2016.

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Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾		Weighted-average exercise price of outstanding options, warrants and rights⁽²⁾		Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))⁽³⁾
Equity compensation plans approved by security holders		—	$	—		—

Equity compensation plans not approved by security holders		250,000	$	0.63		—

Total		250,000	$	0.63		—

(1)

Historically, the Company has granted restricted shares that are subject to forfeiture. Pursuant to SEC guidance, these RSUs are not reportable in the table above.

(2)

(3)

The Company equity compensation grants to date have been approved on a grant-by-grant basis, as opposed to under an umbrella equity compensation plan establishing a total number of grants available.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance

There has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

(a)	Any director or executive officer of our company;

(b)	Any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; and

(c)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

We entered into the following transactions with related parties during the six months ended June 30, 2016:

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During the three months ended March 31, 2016, the Company incurred $6,000 of expense payable to JDE Development LLC, a company in which Jesus M Quintero, the Company’s Chief Financial Officer, is an owner. During the three months ended March 31, 2015, the Company incurred $13,887 of expense payable to New Era CPAs, an accounting firm in which Antonio Migliarese, the Company’s former Chief Financial Officer, is a partner. This expense is payable in 35,607 shares of the Company’s common stock. As of March 31, 2016, the Company owed Mr. Migliarese 65,607 shares of common stock valued at $32,187. During the three months ended March 31, 2016 and 2015, the Company generated revenue from the sale of products in the amount of $500 and $0, respectively, to a company controlled by a Director, of which the balance of the related accounts receivable as of March 31, 2016 and March 31, 2015 was $4,035 and $0, respectively.

We entered into the following transactions with related parties during the year ended December 31, 2015:

During the year ended December 31, 2014, prior to the Reverse Merger, the Company distributed a total of $4,000 to its co-founders and owners, Corey Hollister and Ellis Smith.

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Director Independence

We currently act with three directors consisting of Corey Hollister, Ellis Smith and Vincent “Tripp” Kerber. Our common stock is quoted on the OTCQB, which does not impose any director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation or was, at any time during the past three years, employed by the corporation. Using this definition of independent director, we have one independent director, Vincent “Tripp” Kerber”.

Where You Can Find More Information

We are not required to deliver an annual report to our stockholders unless our directors are elected at a meeting of our stockholders or by written consents of our stockholders. If our directors are not elected in such manner, we are not required to deliver an annual report to our stockholders and will not voluntarily send an annual report.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Such filings are available to the public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits.

You may review a copy of the registration statement at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E. Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also read and copy any materials we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s public reference room. Our filings and the registration statement can also be reviewed by accessing the Securities and Exchange Commission’s website at http://www.sec.gov.

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American Cannabis Company, Inc.

5,917,442 Shares of Common Stock

Prospectus

September ___, 2016

Part II

Information Not Required in Prospectus

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. The selling stockholder will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expenses of the selling stockholder’s legal counsel applicable to the sale of its shares. All of the amounts shown are estimates, except for the Securities and Exchange Commission registration fees.

Securities and Exchange Commission registration fees	$	59.59
Accounting fees and expenses	$	42,000
Legal fees and expenses	$	25,000
Miscellaneous fees and expenses	$	—
Total	$	67,059.59

Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation will provide for this limitation of liability.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

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Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board of Directors pursuant to the applicable procedure outlined in the bylaws.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

We maintain standard policies of insurance that provide coverage (1) to our directors and officers against losses arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Recent Sales of Unregistered Securities

On March 5, 2013, American Cannabis Consulting sold 23,368,502 shares of its common stock to its Founders for cash consideration of $800.

On March 13, 2013, the Company entered into a merger agreement (the “Merger Agreement”) with Brazil Interactive Media, Inc., a Delaware corporation, pursuant to which the Company acquired all of the issued and outstanding shares of Brazil Interactive Media, Inc. (the “Merger”). Before the Merger, the Company had 2,448,665,750 shares of Common Stock, 19,000,000 shares of Series A Common Stock, 3,115 shares of Series E Convertible Preferred Stock, and 75 shares of Series C Convertible Preferred Stock issued and outstanding. In accordance with the Merger Agreement, the Company converted all shares of Series A Common Stock to 19,000,000 (2,240 post-reverse split) shares of regular common stock on March 11, 2013, all shares of Series E Convertible Preferred Stock to 4,152,295 (489 post-reverse split) shares of common stock on March 11, 2013, and all outstanding senior convertible notes to 210,746 shares of Series G Convertible Preferred Stock and 8,220,150 (969 post-reverse split) shares of Common Stock on March 11, 2013. The company issued 3,740,000 Shares of Series G Convertible Preferred Stock in exchange for the BIMI common stock on March 13, 2013. On March 22, 2013, the Company issued 1,710 shares of Series H Convertible Preferred Stock for proceeds of $171,000 and issued 790 shares of Series H Convertible Preferred Stock to retire a total of $79,024 in notes payable. In March 2013 the Company issued 20,000 shares of Series G Convertible Preferred Stock to an unrelated third party as compensation for their consulting services valued at $292,739. On May 14, 2013, the Company converted all shares of Series C Convertible Preferred Stock to 1,875,000 (221 post-reverse split) shares of Common Stock.

Subsequent to the Merger and in accordance with the Merger Agreement, the Company implemented an 8,484 to 1 reverse split of the Company’s Common Stock. Prior to the implementation of the reverse split, 2,481,913,195 shares of Common Stock were issued and outstanding, 3,970,746 shares of Series G Convertible Preferred Stock, issued in connection with the Merger Agreement, were issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock were issued and outstanding. After the effects of the reverse split, there were 292,917 shares of the Company’s Common Stock issued and outstanding, 3,970,746 shares of the Company’s Series G Convertible Preferred Stock issued and outstanding, and 2,500 shares of Series H Convertible Preferred Stock issued and outstanding.

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Prior to the filing of the Certificate Amendment that implemented the reverse split in accordance with the Merger Agreement, the Company’s authorized capitalization consisted of 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01. However, pursuant to the terms of the Merger Agreement, the Company filed the Certificate Amendment and decreased its authorized capital from 5,000,000,000 shares of common stock, par value $0.00001, and 15,000,000 shares of preferred stock, par value $0.01, to 100,000,000 shares of common stock, par value $0.00001, and 5,000,000 shares of preferred stock, par value $0.01.

On July 25, 2013, 39,707,460 shares of Common Stock were issued in conversion of the 3,970,746 issued and outstanding shares of Series G Convertible Preferred Stock, and as of December 31, 2013, there are no shares of Series G Convertible Preferred Stock issued and outstanding. In accordance with a condition to the closing of the Merger Agreement, the Company has required that the Common Stock newly issued upon the conversion of the Series G Convertible Preferred Stock be subject to Lock Up and Leak Out Agreements that restrict the transferability of that Common Stock. On October 1, 2013, 4,235,000 shares of Common Stock were issued in connection with the Merger Agreement.

On September 3, 2013, 1,000,000 shares of Common Stock were issued as part of settlement agreement, pursuant to which, the previous note payable in the amount of $170,000 and other liabilities in the amount of $220,000 were forgiven, the Company issued a new note in the amount of $200,000, agreed to pay $150,000 in cash, and issued to one million restricted common shares, subject to transfer restrictions pursuant to a two-year lock up leak out agreement. Compensation expense of $480,000 was recognized due to the fair value of the shares in excess of the per share settlement price. In September 2013, the Company issued 4,235,937 shares of Common Stock to several related and unrelated parties as compensations for their services valued at $2,371,797.

On October 1, 2013, the Company issued 360,000 shares of common stock in payment for professional services, and 3,875,000 shares of common stock in pursuant to conditions of the Merger Agreement.

During the year ended December 31, 2013, the Company issued warrants to for the purchase of 41,667, 166,667, 8,333 and 8,333 of common stock at an exercise price of $0.60 per share.

On May 2, 2014, prior to the Reverse Merger, the Company granted 2,000 total shares of its Hollister & Blacksmith, Inc. common stock to employees in exchange for $200. As a result of the 3,171.0628 to 1 exchange ratio associated with the Reverse Merger, these shares converted into 6,342,126 shares of Brazil Interactive Media, Inc. The Company recognized the net grant date fair value of the shares of $3,133,073 in equity as increases to common stock and additional paid-in capital of $64 and $3,133,009, respectively.

On the date of the Reverse Merger, an additional 8,714,372 shares were recorded as being issued to the existing shareholders of BIMI, and accordingly, $87 of common stock was recorded (8,714,372 shares issued multiplied by the $0.00001 par value) and additional paid-in capital of $5,258 was recorded, reflecting the net assets assumed from BIMI in connection with the Reverse Merger.

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During the three months ended June 30, 2014, the Company issued 1,228,501 shares of common stock in exchange for 2,500 shares of preferred Series H shares and warrants to purchase 225,000 shares of common stock at $0.60 per share which expires at the fifth anniversary from its original issuance.

During the three months ended June 30, 2014, the Company issued 1,811,042 shares of common stock for service rendered valued at $1,249,269, which is based on the closing stock price at the date of issuance.

During the three months ended June 30, 2014, the Company issued 380,715 shares of common stock to retire $70,000 loans from directors and officers and $36,476 accounts payable due to various parties. Services expense of $131,471 was recognized due to fair value of the shares in excess of the value of the debts retired.

During the three months ended June 30, 2014, the Company issued 31,710,628 shares of common stock and 39,985,000 shares of common stock were returned to the Company and retired per the Merger Agreement and Separation Agreement.

As of September 30, 2014, the Company granted 50,000 shares of common stock to an employee.

During the year ended December 31, 2014, the Company granted 150,000 restricted shares that vest one year from issuance and recognized $40,903 in associated stock-based compensation expense, which is reflected on the consolidated statement of operations for the period as a component of cost of consulting services. The Company had no restricted share activity during 2013 and no restricted share outstanding as of December 31, 2013.

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During the year ended December 31, 2014:

Stock-based compensation associated with 150,000 restricted share grants to employees resulted in an increase to additional paid-in capital of $40,903,

•

Stock-based compensation associated with 250,000 warrants issued to a director resulted in an increase to additional paid-in capital of $146,551,

•

50,000 shares of common stock, valued at $31,500, were issued as compensation for professional services settled in stock in lieu of cash,

•

30,000 shares of common stock, valued at $18,300, were issuable to an accounting firm in which the Company’s Chief Financial Officer is a partner as compensation for professional services to be settled in stock in lieu of cash, and

•

4,043,750 shares of common stock were issued in settlement of convertible notes payable totaling $323,500, which resulted in an increase to common stock of $40 (4,043,750 shares issued multiplied by the par value of $0.00001) and an increase to additional paid-in capital of $323,460.

During the first quarter of 2015, the Company agreed to issue 833,333 shares to a private investor at $0.30 per share, for total proceeds of $250,000. Also during the first quarter of 2015, 125,000 shares of previously issued common stock were rescinded and canceled.

During the first quarter of 2015, the Company agreed to issue 833,333 shares to a private investor at $0.30 per share, for total proceeds of $250,000.

During the three months ended March 31, 2015, the Company granted 52,500 restricted shares to employees.

During the three months ended March 31, 2015:

•

Stock-based compensation associated with 202,500 cumulative outstanding restricted shares granted to employees resulted in an increase to additional paid-in capital of $43,271. Of these shares, 52,500 were issued during the three months ended March 31, 2015.

•

200,000 shares of common stock, valued at $156,000, were issued as prepaid compensation for professional services settled in stock in lieu of cash. As of March 31, 2015, $29,453 of this expense was recognized and $126,347 was reflected on the consolidated balance sheet within prepaid expenses and other current assets.

• 125,000 shares of previously issued common stock were rescinded and canceled.

•

The Company sold 833,333 shares of common stock for $250,000 of cash; these shares were issued on May 30, 2016,

•

50,000 shares of common stock, valued at $20,500, were earned and issuable as compensation for professional services settled in stock in lieu of cash,

•

35,607 shares of common stock, valued at $13,887, were earned by and issuable to an accounting firm in which the Company’s Chief Financial Officer is a partner as compensation for professional services to be settled in stock in lieu of cash.

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During the three and six months ended June 30, 2015, the Company granted 114,981 and 167,481 restricted shares

During the six months ended June 30, 2015, the following related activity occurred:

•

The Company issued 200,000 common shares valued at $156,000 to a professional service provider in exchange for $200 and services to be rendered from January 2015 to January 2016. The Company recorded expense of $68,296 on its condensed consolidated statement of operations during the six months ended June 30, 2015; $87,504 was reflected as prepaid and other current assets as of June 30, 2015.

•

The Company agreed to issue 200,000 common shares valued at $82,000 to a professional service provider in exchange for services. Of these shares, 50,000 were earned and issued as of June 30, 2015, for which $20,500 of expense was recognized on the condensed consolidated statement of operations for the period. An additional 150,000 common shares, valued at $61,500, are issuable upon the service provider meeting certain established deliverables. The agreement is effective through August 30, 2015.

•

Stock-based compensation granted to employees resulted in an increase to additional paid-in capital of $80,394,

•

50,000 shares of common stock were issued as compensation for professional services,

•

200,000 shares of common stock, valued at $156,000, were issued as prepaid compensation for professional services settled in stock in lieu of cash. As of June 30, 2015, $68,296 of this expense was recognized and $87,504 was reflected on the consolidated balance sheet within prepaid expenses and other current assets, and

•

125,000 shares of previously issued common stock were rescinded and canceled.

•

The Company sold 833,333 shares of common stock for $250,000 of cash; these shares were issued May 30, 2016,

•

50,000 shares of common stock, valued at $20,500, were earned and issued as compensation for professional services settled in stock in lieu of cash, and

•

47,660 shares of common stock, valued at $18,588, were earned by and issuable to an accounting firm in which the Company’s Chief Financial Officer is a partner as compensation for professional services to be settled in stock in lieu of cash.

During the three and nine months ended September 30, 2015, the Company granted zero and 167,481 restricted shares, and total stock-based compensation expense for restricted shares was $22,463 and $102,857 for the three and nine months ended September 30, 2015, respectively. During the three and nine months ended September 30, 2014, the Company granted 50,000 restricted shares with a fair value at grant date of $1.31 and recognized $10,947 in associated stock-based compensation expense.

During the nine months ended September 30, 2015:

•

Stock-based compensation granted to employees resulted in an increase to additional paid-in capital of $102,856

•

164,981 shares associated with employee stock-based compensation plans vested and were issued, resulting in an increase to common stock of $2.

•

200,000 shares of common stock, valued at $156,000, were issued as prepaid compensation for professional services settled in stock in lieu of cash. As of September 30, 2015, $107,566 of this expense was recognized and $48,234 was reflected on the consolidated balance sheet within prepaid expenses and other current assets, and

•

125,000 shares of previously issued common stock were rescinded and canceled.

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During the year ended December 31, 2015, the Company granted 164,981 restricted shares and recognized $124,099 in associated employee stock based compensation expense. There were 150,000 restricted shares granted as of December 31, 2014 and recognized $40,903 in associated employee stock based compensation expense. The fair value of restricted stock units is determined based on the quoted closing price of the Company’s common stock on the date of grant.

On July 29, 2016 the Company issued 77,660 shares to Antonio Migliarese, the Company’s former Chief Financial Officers, for accounting consulting services rendered.

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Exhibit Number		Description
	(2)	Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
	2.1	Agreement and Plan of Merger between Naturewell, Incorporated, BIMI Acquisition Corp., and Brazil Interactive Media, Inc., dated March 13, 2013 (incorporated by reference from our Current Report Form 8-K filed on March 21, 2013)
	2.1 (a)	Agreement and Plan of Merger, dated as of May 15, 2014, by and among the Company, Cannamerica, Inc., and Hollister & Blacksmith, Inc. (incorporated by reference from our Current Report Form 8-K filed on October 3, 2014)
	2.1 (b)	Separation and Exchange Agreement, dated as of May 16, 2014, by and among the Company, BIMI, Inc., and Brazil Investment Holding, LLC. (incorporated by reference from our Current Report Form 8-K filed on October 3, 2014)
	(3)	Certificate of Incorporation and Bylaws
	3. i	Certificate of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on October 12, 1995
	3. i(a)	Amendment to Certificate of Incorporation (incorporated by reference from our Form 14C filed on April 16, 2013
	3. i(b)	Amendment to Certificate of Incorporation (incorporated by reference to our Form 14 filed on September 9, 2014)
	3.1 (c)	Amendment to our Certificate of Incorporation (incorporated by reference to our Form 8-K filed on September 9, 2014)
	3.1 (d)	Certificate of Amendment of the Restated Certificate of Incorporation of Brazil Interactive Media, Inc., effective as of September 29, 2014.

	(5)	Opinion regarding Legality
	5.1 **	Legal Opinion regarding the legality of the securities being registered
	(10)	Material Contracts
	10.1	Executive Employment Agreement between Hollister & Blacksmith, Inc. and Corey Hollister, dated April 29, 2014.
	10.2	Executive Employment Agreement between Hollister & Blacksmith, Inc. and Ellis Smith, dated April 29, 2014.
	10.3	Investment Agreement dated December 15, 2014 with Tangiers Global, LLC (incorporated by reference from our Current Report on Form 8-K, filed on June 27, 2016)
	10.4	Registration Rights Agreement dated December 15, 2014 with Tangiers Global, LLC (incorporated by reference from our Current Report on Form 8-K, filed on June 27, 2016)
	10.5	Amended and Restated Investment Agreement with Tangiers Global, LLC, dated August 4, 2016 *
	10.6	Amended and Restated Registration Rights Agreement with Tangiers Global, LLC dated August 4, 2016 *
	10.7	Amended and Restated Commitment Fee Note with Tangiers Global, LLC, dated August 4, 2016,
	23.1	Consent of Pritchett, Siler and Hardy, PC
	23.2	Consent of Cutler & Co., LLC
	23.3	Consent of Counsel (included in Exhibit 5,1)
	101. INS	XBRL Instance Document
	101. SCH	XBRL Taxonomy Extension Schema Document
	101. CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101. LAB	XBRL Taxonomy Extension Labels Linkbase Document
	101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	101. DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** To be filed by amendment

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Undertakings

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN CANNABIS COMPANY, INC
Date: September 12, 2016
	By:	/s/Corey Hollister
		Corey Hollister
		Chief Executive Officer

Date: September 12, 2016
	By:	/s/ Jesus Quintero
		Jesus Quintero
		Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Corey Hollister and Jesus M Quintero and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Corey Hollister	Chief Executive Officer and Director	September 12, 2016
Corey Hollister	(Principal Executive Officer)

/s/ Jesus Quintero	Chief Financial Officer	September 12, 2016
Jesus Quintero	(Principal Financial Officer)

/s/ Ellis Smith		September 12, 2016
Ellis Smith	Chief Development Officer and Director

/s/ Vincent “Tripp” Keber
Vincent “Tripp” Kerber	Director	September 12, 2016

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Note 1. Description of the Business   American Cannabis Company, Inc. and its subsidiary Company, Hollister& Blacksmith, Inc., doing business as American Cannabis Consulting (American Cannabis Consulting), (collectively the Company) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and sell both exclusive and non-exclusive customer products commonly used in the industry.   American Cannabis Company, Inc. is a publicly listed Company quoted on the OTCQB under the symbol AMMJ.   American Cannabis Company, Inc. was incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical diagnostic products using immunology and molecular biologic technologies.   On March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of issued and outstanding share capital of Brazil Interactive Media, Inc. (BIMI), which operated as a Brazilian interactive television company and television production company through its wholly owned Brazilian subsidiary company EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (EsoTV). Naturewells Articles of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc.   On May 15, 2014, BIMI entered into a merger agreement (the Merger Agreement) to acquire 100% of the issued and outstanding shares of American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (the Separation Agreement). Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently amended its Articles of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis Company, Inc changed its stock symbol from BIMI to AMMJ.   The foregoing descriptions of the Merger Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by the terms of such agreements, which are filed as exhibits to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (SEC) on October 3, 2014.   Immediately following the completion of the Merger Agreement, former shareholders of American Cannabis Consulting owned 31,710,628 shares of American Cannabis Company, Inc.s common stock representing 78.44% of American Cannabis Company, Inc.s issued and outstanding share capital. Accordingly, American Cannabis Consulting was deemed to have been the accounting acquirer in a Reverse Merger which resulted in a recapitalization of the Company. Consequently, the Companys financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.   See Note 14. Stockholders Equity for further information regarding the accounting related to the Reverse Merger.

Note 1. Description of the Business   American Cannabis Company, Inc. and its subsidiary Company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting (American Cannabis Consulting), (collectively the Company) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. The Company provides advisory and consulting services specific to this industry, designs industry-specific products and facilities, and manages a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry. American Cannabis Company, Inc. is a publicly listed company quoted on the OTCQB under the symbol AMMJ.

Note 2. Summary of Significant Accounting Policies   Basis of Accounting The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31.   Use of Estimates in Financial Reporting The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.   Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.   The company maintains its cash balances in three national financial institutions. Accounts at these institutions are insured by Federal Deposit Insurance Corporation insurance for up to $250,000 per institution. For the years ended December 31, 2015 and 2014, the Company had uninsured balances of $267,238 and $0, respectively. Management believes that these financial institutions are financially sound and the risk of loss is minimal.   Restricted Cash Restricted cash is recorded at cost, which approximates fair value. There was no restricted cash included in current assets on our balance sheets as of December 31, 2015 and December 31, 2014. Restricted cash previously related to remaining proceeds from a short-term note entered into on March 21, 2014 and fully satisfied on May 15, 2014 (see Note 7. Convertible Notes Payable).   Inventory Inventory is comprised of products and equipment owned by the Company to be sold to end-customers. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of December 31, 2014, market values of all of the Companys inventory were greater than cost, and accordingly, no such valuation allowances was recognized. As of December 31, 2015 and December 31, 2014, the Company had capitalized $57,170 and $40, 051 of costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems; and accordingly, no amortization or depreciation expense was recorded related to this asset for each year, then ended.   Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which the Company has not yet taken title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see Costs of Revenues below).   Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.   Accounts Receivable Accounts receivable are recorded at the net value of face amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and, based on a method of specific identification of any accounts receivable for which it deems the net realizable value to be less than the gross amount of accounts receivable recorded, establishes an allowance for doubtful accounts for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Companys actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their inability or unwillingness to pay the Companys fees, it may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant services.   The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of December 31, 2015 and December 31, 2014 our allowance for doubtful accounts was $8,419 and $9,338, respectively. For December 31, 2015 and December 31, 2014, we recorded bad debt expense of $30,753 and $9,338, respectively, which is reflected as a component of general and administrative expenses on the consolidated statement of operations.   Significant Customers For the year ended December 31, 2015 and December 31, 2014, in the aggregate, three customers and two customers, respectively, accounted for 74% and 52% of the Companys total revenues for each respective period.   On a geographical basis, for the year ended December 31, 2015, approximately 91% and 9% of our total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2014, approximately 70% and 30% of our total revenues for the period were generated from the United States and Canada, respectively.   Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service. Property and equipment is reviewed for impairment as discussed below under Accounting for the Impairment of Long-Lived Assets. The Company had not capitalized any interest as of December 31, 2014 and 2013.   Accounting for the Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during the year ended December 31, 2015 and December 31, 2014.   Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ACF) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.    Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.   The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a time basis, for a fixed-fee or on a contingent fee basis. Generally, a prepayment or retainer is required prior to performing services.   Revenues from time-based engagements are recognized as the hours are incurred by the Company.   Revenues from fixed-fee engagements are recognized under the completed or proportional performance methods. Management reviews arrangement to determine whether or not the fixed-fee is for a final deliverable or act which is significant to the arrangement as a whole. If it is, revenue is recognized under the completed performance method, in which revenue is recognized once the final act or deliverable is performed or delivered. Revenue recognized under the proportional performance method is recognized as services are performed. Under this method, the Company estimates the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable in order to determine the amount of revenue to be recognized. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended December 31, 2015 and December 31, 2014, no such losses have occurred. The Company believes if an engagement terminates prior to completion it can recover the costs incurred related to the services provided.   The Company occasionally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured.   The Companys arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices charged when each element is sold separately or by other vendor-specific objective evidence (VSOE), or estimates of stand-alone selling prices. Revenues are recognized in accordance with the Companys accounting policies for the elements as described above. The elements qualify for separation when the deliverables have value on a stand-alone basis and the value of the separate elements can be established by VSOE or an estimated selling price.   While assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily identifiable as the Company also sells those elements individually outside of a multiple services engagement. Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable by either party upon sufficient notice and do not include provisions for refunds relating to services provided.   Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue.   Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis.   Revenue from product and equipment sales, including delivery fees, is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred and collectability is reasonably assured. Generally, our suppliers drop-ship orders to our clients with origin terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. During the year ended December 31, 2015 and December 31, 2014, sales returns were not significant and as such, no sales return allowance had been recorded as of December 31, 2015 nor at December 31, 2014. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.   Costs of Revenues The Companys policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.   Advertising and Promotion Costs Advertising and promotion costs are included as a component of selling and marketing expense and are expensed as incurred. During the year ended December 31, 2015 and December 31, 2014, these costs were $79,989 and $29,858, respectively.   Shipping and Handling Costs For product and equipment sales, shipping and handling costs are included as a component of cost of revenues.   Stock-Based Compensation Restricted shares are awarded to employees and service providers and entitle the grantee to receive shares of common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date hasbeen one year from the grant date. During the years ended December 31, 2015 and December 31, 2014, stock-based compensation expense for restricted shares was $319,187 and $3,370,128, respectively. Compensation expense for warrants and options is based on the fair value of the instruments on the grant date, which is determined using the Black-Scholes valuation model, and are expensed over the expected term of the awards. During the year ended December 31, 2015 and December 31, 2014, compensation expense for warrants and options was $0 and $146,551, respectively.   Income Taxes Our corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation during the year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporations taxable income. Accordingly, we were only subject to income taxes for a portion of 2014. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized.  For the year ended December 31, 2015 and December 31, 2014, due to cumulative losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2015 and December 31, 2014, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. The years 2010 to 2015 remain subject to examination by the Companys major tax jurisdictions   Net Income (Loss) Per Common Share The Company reports net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.   Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.   Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.   Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.   See Note 10. Related Party Transactions for associated disclosures.   Reclassifications Certain balance sheet reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets.   Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15 Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entitys ability to continue as a going concern . Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of managements plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2016. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its consolidated financial statements.   In May 2014, the FASB issued ASU 2014-9 Revenue from Contracts with Customers (Topic 606) (ASU 2014-9), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its consolidated financial statements and related disclosures.

Note 2. Summary of Significant Accounting Policies   Basis of Accounting The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31. Certain balance sheet reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets.   Reclassifications   Prior year amounts have been reclassified to conform to the current year presentation.   Use of Estimates in Financial Reporting The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.   Unaudited Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.   Significant Clients and Customers   For the three months ended June 30, 2016, four customers individually accounted for $494,003 of the Companys total revenues; these customers accounted for approximately 79% of the Companys total revenues for the period. For the six months ended June 30, 2016, six customers individually accounted for $834,907 of the Companys total revenues; these customers accounted for approximately 71% of the Companys total revenues for the period.   For the three months ended June 30, 2015, two customers individually accounted for 10% or more of the Companys revenues; these customers accounted for approximately 63% of the Companys total revenues for the period. For the six months ended June 30, 2015, three customers individually accounted for 10% or more of the Companys revenues; these customers accounted for approximately 70% of the Companys total revenues for the period. For the three months ended June 30, 2014, three customers individually accounted for 10% or more and 65% in aggregate of the Companys total revenues. For the six months ended June 30, 2014, three customers individually accounted for 10% or more and 66% in aggregate of the Companys total revenues.    Net Income (Loss) Per Common Share The Company reports net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.   Due to the Companys net losses for the three and six months ended June 30, 2016 and June 30, 2015, any potentially dilutive shares outstanding as of June 30, 2016 and June 30, 2015 respectively, were not presented in the EPS computations, as their effect would have been antidilutive.   Recent   Accounting Pronouncements   The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and it does not believe any of these pronouncements will have a material impact on the Company.   Reclassifications   Prior year amounts have been reclassified to conform to the current year presentation.

Note 3. Accounts Receivable, net   Accounts receivable, net, was comprised of the following: <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Gross accounts receivable</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">56,704</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">66,980</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Less: allowance for doubtful accounts</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(8,419</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(9,338</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; line-height: 107%">Accounts receivable, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">48,285</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">57,642</td> <td style="line-height: 107%"> </td></tr> </table>   For the years ended December 31, 2015 and December 31, 2014, the Company had bad debt expense of $30,753 and $9,338, respectively.

Note 3. Accounts Receivable, net   Accounts receivable, net, was comprised of the following as of June 30, 2016 and December 31, 2015:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; text-align: justify; line-height: 107%">Gross accounts receivable</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">154,222</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">56,704</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Less: allowance for doubtful accounts</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(2,486</td> <td style="line-height: 107%">) </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(8,419</td> <td style="line-height: 107%">) </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Accounts receivable, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">151,736</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">48,285</td> <td style="line-height: 107%"> </td></tr> </table>   The Company had bad debt expense during the six months ended June 30, 2016 and 2015 of $13,344 and $0, respectively. During the six months ended June 30, 2016 and 2015, the Company wrote-off old receivables and their related allowances for bad debts of $19,277 and $0, respectively.

Note 4. Deposits   Deposits was comprised of the following as of December 31, 2015 and 2014:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Inventory deposits</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">9,345</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">179,941</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Operating lease deposits</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">0</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,000</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Deposits</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">9,345</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">181,941</td> <td style="line-height: 107%"> </td></tr> </table>   Inventory deposits reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

Note 4. Deposits   Deposits were comprised of the following as of June 30, 2016 and December 31, 2015:    <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">30-Jun-16</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">31-Dec-15</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 5.4pt">Inventory deposits</td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">6,500</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">9,345</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Operating lease deposits included in other Assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,500</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,500</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt; padding-left: 5.4pt">Deposits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">11,000</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">13,845</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>   Inventory deposits as of June 30, 2016 and December 31, 2015 reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

Note 5. Inventory   Inventory as of December 31, 2015 and December 31, 2014 of $67,435 and $44,606 was comprised of finished goods in-transit to customers and also costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems. The cost of this demo inventory was 57,170 as of December 31, 2015 and $40,051 as of December 31, 2014.

Note 5. Inventory   Inventory as of June 30, 2016 and December 31, 2015 of $67,728 and $67,435, respectively, was fully comprised of finished goods.

Note 6. Property and Equipment, net   Property and equipment, net, was comprised of the following:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Office equipment</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">7,472</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">5,742</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Furniture and fixtures</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,777</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">2,935</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Machinery and equipment</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,336</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">1,250</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Property and equipment, gross</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,585</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">9,927</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Less: accumulated depreciation</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(5,137</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(1,562</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Property and equipment, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">13,448</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">8,365</td> <td style="line-height: 107%"> </td></tr> </table>   For the year ended December 31, 2015 and December 31, 2014, the Company recorded depreciation expense of $3,575 and $1,077, respectively.

Note 7. Property and Equipment, net   Property and equipment, net, was comprised of the following as of June 30, 2016 and December 31, 2015:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 58%; text-align: justify; line-height: 107%">Office equipment</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">9,275</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">7,472</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Furniture and fixtures</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,635</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,777</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Machinery and equipment</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,337</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,336</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Property and equipment, gross</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">20,247</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,585</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Less: accumulated depreciation</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(7,614</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(5,137</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Property and equipment, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">12,633</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">13,448</td> <td style="line-height: 107%"> </td></tr> </table>   The Company recorded depreciation expense of $1,256 and $758 during the three months ended June 30, 2016 and 2015, respectively. During the six months ended June 30, 2016 and 2015, the Company recorded depreciation expense of $2,470 and $1,474, respectively.

Note 7. Convertible Notes Payable   On April 24, 2014, Brazil Interactive Media, Inc. issued convertible notes payable in the total amount of $395,000. The convertible notes payable have a maturity date of April 24, 2016, pay zero interest, and are convertible until maturity at the holders discretion into shares of the Companys common stock at $0.08 per share. Brazil Interactive Media, Inc.s share price on April 24, 2014 was $0.24 and accordingly, the intrinsic value of the beneficial conversion feature attached to these convertible notes payable was $590,000. However, as the amount of debt discount to be recognized cannot exceed the face value of the convertible notes payable, the convertible notes payable were discounted by the maximum permissible amount of $395,000 due to the intrinsic value of the beneficial conversion option.   During the period from April 24, 2014 through the effective date of the Merger, September 29, 2014, no convertible notes payable were converted into shares of Brazil Interactive Media, Inc. common stock and $84,836 debt discount was amortized during the period. Accordingly as at the effective date of the Reverse Merger, September 29, 2014, a total of $395,000 of convertible notes payable and unamortized debt discount of $310,164 was recognized in the Companys consolidated financial statements.   During the period from September 29, 2014 to December 31, 2014, $323,500 of the convertible notes payable were converted into 4,043,750 shares of common stock and $263,215 of debt discounted was amortized in the period. The balance of unamortized debt discount outstanding in respect of convertible notes payable that converted into shares of American Cannabis Company, Inc. common stock was amortized in full at the date of conversion.   As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Companys balance sheet as convertible notes payable, net. As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Companys balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11th, 2016, the maturity date on this note has been renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.   On May 15, 2014, as a result of the issuance of the convertible notes payable, a secured promissory note that American Cannabis Consulting had originally entered into on March 21, 2014 was deemed to be fully satisfied. This secured promissory note had a principal amount of $35,000 and an interest rate of 5% per annum. The Company recorded interest expense related to this note of $260 during the year ended December 31, 2014. The Company recorded a gain on debt extinguishment of $35,000 during the year ended December 31, 2014.

Note 8. Accrued and Other Current Liabilities   Accrued and other current liabilities consisted of the following:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Accrued legal fees</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">0</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">0</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Accrued payroll liabilities</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,185</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">11,522</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrued accounting fees</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0 </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">5,000</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Due to directors</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0 </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">1,999</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrual for inventory products sold and shipped (in transit)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">64,050</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Other</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">11,233</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">5,488</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrued and other current liabilities</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">93,468</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">125,518</td> <td style="line-height: 107%"> </td></tr> </table>

Note 9. Accrued and Other Current Liabilities   Accrued and other current liabilities was comprised of the following at June 30, 2016 and December 31, 2015:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; text-align: justify; line-height: 107%">Accrued payroll liabilities</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">9,808</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">18,185</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Accrual for products sold and shipped (in transit)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">46,417</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">64,050</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Other accruals</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">15,525</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">11,233</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Accrued and other current liabilities</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">71,750</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">93,468</td> <td style="line-height: 107%"> </td></tr> </table>

Note 9. Net Income (Loss) per Common Share   The following is a reconciliation of weighted common shares outstanding used in the calculation of basic and diluted net income (loss) per common share:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Year Ended</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Year Ended</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Net income (loss)</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="width: 18%; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(515,653</td> <td style="width: 1%; line-height: 107%">)</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="width: 18%; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(3,619,192</td> <td style="width: 1%; line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Weighted average shares used for basic net income (loss) per common share</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">44,637,046</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">32,542,940</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Incremental diluted shares</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Weighted average shares used for diluted net income (loss) per common share</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">44,637,046</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">32,542,940</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Net income (loss) per common share:</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Basic</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(0.11</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(0.01</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Diluted</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(0.11</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">(0.01</td> <td style="line-height: 107%">)</td></tr> </table>     As of December 31, 2015, no potentially dilutive shares were issued or outstanding. As a result of the net loss for the period, the Company excluded 681,569 total shares from its calculation of diluted net income (loss) per common share for the year ended December 31, 2014 because their effect would have been antidilutive. These shares were comprised of 38,255 shares of common stock, 26,289 of warrants and 617,055 of share equivalents associated with convertible notes payable.

Note 10. Related Party Transactions   Previously, the Company purchased inventory and equipment from Baroud Development Group, in which Anthony Baroud, the Companys former Chief Technology Officer and a former Director of the Company, is an owner. During the year ended December 31, 2014, such purchases totaled $40,715. No such transactions occurred during 2015. For the year ended December 31, 2015, the Company generated revenue from the sale of products to an entity controlled by a Director.   During the year ended December 31, 2014, prior to the Reverse Merger, the Company distributed a total of $4,000 to its co-founders and owners, Corey Hollister and Ellis Smith.   During the year ended December 31, 2015 and December 31, 2014, the Company incurred $38,360 and $30,227, respectively, of expense payable to New Era CPAs, an accounting firm in which Antonio Migliarese, the Companys former Chief Financial Officer, was a partner.   During the year ended December 31, 2015 and December 2014, the Company sold $25,214 and $0, respectively, of equipment and supplies to a customer managed by a Director of the Company. As of December 31, 2015 and December 2014, the Company was owed $17,512 and $0, respectively, from this customer.

Note 10. Related Party Transactions   During the six months ended June 30, 2016, the Company incurred $14,500 of expense for accounting services payable to JDE Development LLC, a company in which Jesus M Quintero, the Companys Chief Financial Officer, is an owner.

Note 11. Commitments and Contingencies   Under the terms of our agreement with the manufacturer of our exit packing product, the SatchelTM, we were committed to the purchase of a total of 500,000 units. During 2015 the Company met its purchase obligation, and on September 2015 the Company exercised its contractual right to purchase additional units at a negotiated price.   Under the terms of the Companys various consulting agreements with clients, the Company is obligated to perform certain future services.   On January 20, 2016, we were named as a defendant in a civil suit entitled: Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company filed in the Circuit Court of Cook County, Illinois. The lawsuit seeks damages of $100,000 related to an employment contract. The Company filed a motion to compel contractual arbitration that has yet to be ruled on by the Court.   On April 14, 2014, the Company entered into a 106 day lease of office space to house its corporate offices which converted to a month to month lease at the end of the lease term. Under the terms of the lease, payments were $2,000 during the lease term and $4,000 per month after the lease term expired.   On July 28, 2015, the Company entered into a 5 year lease for 6,500 square feet of office space to house its corporate offices. Under the terms of the lease, payments are $4,500 per month for the first 36 months of the lease, and escalate thereafter.   The following table summarizes the Companys future lease obligations:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">Year</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">Amount</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 1%; text-align: left"> </td><td style="width: 43%; text-align: right">2016</td><td style="width: 1%; text-align: left"> </td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 43%; text-align: right">54,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: right">2017</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">54,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"> </td><td style="text-align: right">2018</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">54,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: right">2019</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">56,320</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"> </td><td style="text-align: right; border-bottom: Black 1pt solid">2020</td><td style="text-align: left; padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left; border-bottom: Black 1pt solid">$</td><td style="text-align: right; border-bottom: Black 1pt solid">33,610</td><td style="text-align: left; padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt"> </td><td style="text-align: right; border-bottom: Black 2.5pt double">Total</td><td style="text-align: left; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: left; border-bottom: Black 2.5pt double">$</td><td style="text-align: right; border-bottom: Black 2.5pt double">251,930</td><td style="text-align: left; padding-bottom: 2.5pt"> </td></tr> </table>   During the years ended December 31, 2015 and 2014, the company incurred $53,800 and $20,933, respectively, in rent expense.

Note 11. Commitments and Contingent Liabilities   On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198. As of the date of this filing the shares have not been issued.   On January 20, 2016, we were named as a defendant in a civil suit entitled: Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company filed in the Circuit Court of Cook County, Illinois. The lawsuit originally sought damages of $100,000 related to an employment contract. The Company filed a motion with the Court to dismiss the complaint and refer the Company and Mr. Baroud to arbitration. On May 18, 2016 the Court granted the Companys motion and dismissed Mr. Barouds complaint. Mr. Baroud has not pursued arbitration as of the date of this filing.

Note 12. Stock-based Compensation   During the years ended December 31, 2015 and December 31, 2014, the Company recorded a total of $319,187 and $3,370,128, respectively, of stock-based compensation expense, which was the result of the following activity:   Restricted Shares   From time to time, the Company grants certain employees restricted shares of its common stock to provide further compensation in-lieu of wages and to align the employees interests with the interests of its stockholders. Because vesting is based on continued employment, these equity-based incentives are also intended to attract, retain and motivate personnel upon whose judgment, initiative and effort the Companys success is largely dependent.   The following table summarizes the Companys restricted share award activity during the year ended December 31, 2015:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="3" style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Restricted Shares</td> <td style="line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Weighted Average</td></tr> <tr style="vertical-align: bottom"> <td colspan="3" style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Common Stock</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Grant Date Fair Value</td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2014</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%">$</td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: top; width: 26%; line-height: 107%">Granted</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 8%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 26%; text-align: right; line-height: 107%">150,000</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 8%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 26%; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Vested restricted shares</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Forfeited</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">150,000</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Granted</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">164,981</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.21</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Vested restricted shares</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">(100,000</td> <td style="vertical-align: bottom; line-height: 107%">)</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Forfeited</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">(50,000</td> <td style="vertical-align: bottom; line-height: 107%">)</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">164,981</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> </table>     During the year ended December 31, 2015, the Company granted 164,981 restricted shares and recognized $124,099 in associated employee stock-based compensation expense. There were 150,000 restricted shares granted as of December 31, 2014 and recognized $40,903 in associated employee stock-based compensation expense. The fair value of restricted stock units is determined based on the quoted closing price of the Companys common stock on the date of grant.   Warrants   In connection with his appointment to the Companys board of directors, the Company granted its independent board member, Vincent Tripp Keber, warrants to purchase up to two hundred and fifty thousand (250,000) shares of common stock at an exercise price of sixty-three cents ($0.63) per share, exercisable within five (5) years of the date of issuance on November 19, 2014. Additionally, Mr. Keber shall be eligible to receive options for 400,000 shares of common stock under the Companys incentive plan, as and when duly approved by the Board of Directors.   The Company uses the Black-Scholes valuation model to determine the fair value of warrants as of the grant date. Assumptions used in this calculation for the warrant award to purchase 250,000 shares of common stock include expected volatility of 160.7%, based on an average of historical data of the Companys stock price and the stock prices of three comparable companies that are also included in the marijuana index, a risk-free rate of 1.62%, based on U.S. Treasury yields as published by the Federal Reserve, a dividend yield of 0.0%, as the Company has not historically paid dividends nor does it have any plans to do so in the foreseeable future, and an expected term of five years. The grant date fair value of the warrants, as calculated based on these assumptions, was $0.59 per share.    During 2015 and 2014, the Company had the following warrant activity:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Common Stock Warrants</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Weighted Average Grant Date Fair Value</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2013</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 58%; padding-left: 9pt; text-align: justify; line-height: 107%">Granted</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">250,000</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">0.59</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Exercised</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Expired or forfeited</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2014</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Granted</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Exercised</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Expired or forfeited</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Vested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Unvested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> </table>   Compensation expense associated with warrants was $146,551 for the year ended December 31, 2014 and is reflected on the consolidated statement of operations as a component of general and administrative expenses. No warrants were issued or outstanding during 2015, and accordingly, there was no compensation expense associated with warrants for the year ended December 31, 2015.   As of December 31, 2015, as the exercise price per share exceeded the price per share of our common shares. There was no aggregate intrinsic value of outstanding warrants.

Note 12. Stock-based Compensation   Warrants   As of June 30, 2016 and December 31, 2015, the Company had fully-vested warrants to the Companys independent board member to purchase up to two hundred and fifty thousand (250,000) shares of common stock.   Options   In addition to the warrants as described above, the Companys independent board member shall be eligible to receive options for 400,000 shares of common stock under the Companys incentive plan, as and when duly approved by the Board of Directors.   Stock Issuable in Compensation for Professional Services   From time to time, the Company enters into agreements whereby a professional service provider will be compensated for services rendered to the Company by shares of common stock in lieu of cash.   On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198 (See Note 11). . As of the date of this filing the shares have not been issued.

Note 13. Income Taxes   As part of the Reverse Merger, the Companys corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporations taxable income. Accordingly, the Company was not subject to income tax for the year ended December 31, 2015 and was only subject to income taxes for a portion of the year ended December 31, 2014.   The following table displays a reconciliation from the U.S. statutory rate to the effective tax rate and the provision for (benefit from) income taxes for the years ended December 31, 2015 and 2014, respectively:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; padding-left: 5.4pt; text-align: justify; line-height: 107%">Tax benefit at the US statutory rate of 34%</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">175,322</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">1,230,525</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">State income tax benefit</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">23,875</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">167,569</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Non-deductible expenses including non-deductible pre-merger losses</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">(773</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">(2,057</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Change in valuation allowance</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(198,424</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(1,396,037</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 12.6pt; text-align: justify; line-height: 107%">Total income tax benefit</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> </table>   Deferred tax assets (liabilities) consisted of the following:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; padding-left: 5.4pt; text-align: justify; line-height: 107%">Net operating loss carryforwards</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">76,630</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">16,361</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Stock based compensation</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">1,402,777</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">1,278,414</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Beneficial conversion feature accumulated amortization</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">13,791</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Valuation allowance</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(1,493,199</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(1,294,775</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 12.6pt; text-align: justify; line-height: 107%">Total deferred tax assets</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> </table>   Due to cumulative net losses since the change in our corporate status to a C-Corporation, the Company determined that it is not more likely than not that its deferred tax asset would be realizable. Accordingly, the Company recorded a valuation allowance for the full amount of its deferred tax asset, resulting in a zero carrying value of the Companys deferred tax asset and no benefit from or provision for income taxes for the year ended December 31, 2015 and December 31, 2014. As of December 31, 2014, the carrying value of the Companys deferred tax assets was zero due to the valuation allowance. Federal and state operating loss carry forwards of $198,369 as of December 31, 2016 begin expiring on 2034. The years 2010 to 2015 remain subject to examination by the Companys major tax jurisdictions.   Utilization of the net operating loss carry forwards and credits may be subject to a substantial annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

Note 14. Stockholders Equity   Preferred Stock   The American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value.   No shares of preferred stock were issued and outstanding during the year ended December 31, 2015 or the period from Inception (March 5, 2013) to December 31, 2013.   Common Stock   In connection with the September 29, 2014 Reverse Merger as described in Note 1. Description of the Business, American Cannabis Consulting was deemed to have been the accounting acquirer in accordance with U.S. GAAP. Consequently, the Companys consolidated financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.   As a reverse triangular merger, the Reverse Merger resulted in a recapitalization of American Cannabis Company, Inc. (formerly BIMI). This recapitalization included retrospective restatement of all stock issuance by American Cannabis Consulting from Inception (March 5, 2013), whereby the issued and outstanding shares of American Cannabis Consulting common stock were retrospectively restated for a 1:3,171.0628 forward share split to recognize the exchange ratio associated with the Reverse Merger, and for the change in the par value of shares issued in connection with the Reverse Merger.   On the date of the Reverse Merger, an additional 8,714,372 shares were issued, and accordingly, $87 of common stock was recorded (8,714,372 shares issued multiplied by the $0.00001 par value) and additional paid-in capital of $5,258 was recorded, reflecting the net assets assumed from Brazil Interactive Media, Inc. in connection with the Reverse Merger.   As a result of the transactions described above, as of December 31, 2015, the balances of common stock and additional paid-in capital were $448 and $4,268,708, respectively. As a result of the transactions described above, as of December 31, 2014, the balances of common stock and additional paid-in capital were $446 and $3,699,526, respectively. American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share and 5,000,000 shares of preferred stock at $0.01 par value.

Note 13. Stockholders Equity   Preferred Stock   American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value. No shares of preferred stock were issued and outstanding during the six months ended June 30, 2016 and 2015, respectively.   Common Stock   American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share.

Note 15. Reportable Segments   The Company has no reportable segments as it only operates in the regulated cannabis industry, as a provider of professional consulting services, products and equipment.

Note 16. Subsequent Events   We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported.   As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Company's balance sheet as convertible notes payable, net. As of December 31, 2014, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Company's balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11th, 2016, the maturity date on this note has been renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount of $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.   Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

Note 14. Subsequent Events   The Company previously entered into an Investment Agreement with Tangiers Global, LLC, a Wyoming Limited Liability Company, on June 23, 2016.   On August 4, 2016, the Company and Tangiers Global, LLC, amended and restated the two fixed convertible promissory notes disclosed in Note 8. The amendments deleted portions of the notes that originally provided for a conversion formula used to determine the conversion price per share, and deletes provisions for the repayment of the notes through sales of the Companys registered shares to Tangiers   The Company owed 77,660 shares of common stock as part of accounting services provided to the Company by New Era CPAs, an accounting firm in which the Companys former Chief Financial Officer, is a partner. On July 29, 2016 the Company issued the 77,660 shares due Mr. Migliarese.

Basis of Accounting The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31.

Basis of Accounting The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31. Certain balance sheet reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets.

Use of Estimates in Financial Reporting The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Use of Estimates in Financial Reporting The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.   The company maintains its cash balances in three national financial institutions. Accounts at these institutions are insured by Federal Deposit Insurance Corporation insurance for up to $250,000 per institution. For the years ended December 31, 2015 and 2014, the Company had uninsured balances of $267,238 and $0, respectively. Management believes that these financial institutions are financially sound and the risk of loss is minimal.

Restricted Cash Restricted cash is recorded at cost, which approximates fair value. There was no restricted cash included in current assets on our balance sheets as of December 31, 2015 and December 31, 2014. Restricted cash previously related to remaining proceeds from a short-term note entered into on March 21, 2014 and fully satisfied on May 15, 2014 (see Note 7. Convertible Notes Payable).

Inventory Inventory is comprised of products and equipment owned by the Company to be sold to end-customers. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of December 31, 2014, market values of all of the Companys inventory were greater than cost, and accordingly, no such valuation allowances was recognized. As of December 31, 2015 and December 31, 2014, the Company had capitalized $57,170 and $40, 051 of costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems; and accordingly, no amortization or depreciation expense was recorded related to this asset for each year, then ended.

Deposits Deposits is comprised of advance payments made to third parties, primarily for inventory for which the Company has not yet taken title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see Costs of Revenues below).

Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.

Accounts Receivable Accounts receivable are recorded at the net value of face amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and, based on a method of specific identification of any accounts receivable for which it deems the net realizable value to be less than the gross amount of accounts receivable recorded, establishes an allowance for doubtful accounts for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Companys actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their inability or unwillingness to pay the Companys fees, it may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant services.   The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of December 31, 2015 and December 31, 2014 our allowance for doubtful accounts was $8,419 and $9,338, respectively. For December 31, 2015 and December 31, 2014, we recorded bad debt expense of $30,753 and $9,338, respectively, which is reflected as a component of general and administrative expenses on the consolidated statement of operations.

Property and Equipment, net Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service. Property and equipment is reviewed for impairment as discussed below under Accounting for the Impairment of Long-Lived Assets. The Company had not capitalized any interest as of December 31, 2014 and 2013.

Accounting for the Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during the year ended December 31, 2015 and December 31, 2014.

Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ACF) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.   The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a time basis, for a fixed-fee or on a contingent fee basis. Generally, a prepayment or retainer is required prior to performing services.   Revenues from time-based engagements are recognized as the hours are incurred by the Company.   Revenues from fixed-fee engagements are recognized under the completed or proportional performance methods. Management reviews arrangement to determine whether or not the fixed-fee is for a final deliverable or act which is significant to the arrangement as a whole. If it is, revenue is recognized under the completed performance method, in which revenue is recognized once the final act or deliverable is performed or delivered. Revenue recognized under the proportional performance method is recognized as services are performed. Under this method, the Company estimates the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable in order to determine the amount of revenue to be recognized. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended December 31, 2015 and December 31, 2014, no such losses have occurred. The Company believes if an engagement terminates prior to completion it can recover the costs incurred related to the services provided.   The Company occasionally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured.   The Companys arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices charged when each element is sold separately or by other vendor-specific objective evidence (VSOE), or estimates of stand-alone selling prices. Revenues are recognized in accordance with the Companys accounting policies for the elements as described above. The elements qualify for separation when the deliverables have value on a stand-alone basis and the value of the separate elements can be established by VSOE or an estimated selling price.   While assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily identifiable as the Company also sells those elements individually outside of a multiple services engagement. Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable by either party upon sufficient notice and do not include provisions for refunds relating to services provided.   Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue.   Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis.   Revenue from product and equipment sales, including delivery fees, is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred and collectability is reasonably assured. Generally, our suppliers drop-ship orders to our clients with origin terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. During the year ended December 31, 2015 and December 31, 2014, sales returns were not significant and as such, no sales return allowance had been recorded as of December 31, 2015 nor at December 31, 2014. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

Costs of Revenues The Companys policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.

Advertising and Promotion Costs Advertising and promotion costs are included as a component of selling and marketing expense and are expensed as incurred. During the year ended December 31, 2015 and December 31, 2014, these costs were $79,989 and $29,858, respectively.

Shipping and Handling Costs For product and equipment sales, shipping and handling costs are included as a component of cost of revenues.

Income Taxes Our corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation during the year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporations taxable income. Accordingly, we were only subject to income taxes for a portion of 2014. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized.  For the year ended December 31, 2015 and December 31, 2014, due to cumulative losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2015 and December 31, 2014, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. The years 2010 to 2015 remain subject to examination by the Companys major tax jurisdictions

Net Income (Loss) Per Common Share The Company reports net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Net Income (Loss) Per Common Share The Company reports net income (loss) per common share in accordance with FASB ASC 260, Earnings per Share. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.   Due to the Companys net losses for the three and six months ended June 30, 2016 and June 30, 2015, any potentially dilutive shares outstanding as of June 30, 2016 and June 30, 2015 respectively, were not presented in the EPS computations, as their effect would have been antidilutive.

Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.   Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.   Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.   See Note 10. Related Party Transactions for associated disclosures.

Reclassifications Certain balance sheet reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets.

Unaudited Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; text-align: justify; line-height: 107%">Gross accounts receivable</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">154,222</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">56,704</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Less: allowance for doubtful accounts</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(2,486</td> <td style="line-height: 107%">) </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(8,419</td> <td style="line-height: 107%">) </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Accounts receivable, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">151,736</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">48,285</td> <td style="line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Office equipment</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">7,472</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">5,742</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Furniture and fixtures</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,777</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">2,935</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Machinery and equipment</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,336</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">1,250</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Property and equipment, gross</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,585</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">9,927</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Less: accumulated depreciation</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(5,137</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(1,562</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Property and equipment, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">13,448</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">8,365</td> <td style="line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 58%; text-align: justify; line-height: 107%">Office equipment</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">9,275</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">7,472</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Furniture and fixtures</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,635</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">8,777</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Machinery and equipment</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,337</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">2,336</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Property and equipment, gross</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">20,247</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,585</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Less: accumulated depreciation</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(7,614</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(5,137</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Property and equipment, net</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">12,633</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">13,448</td> <td style="line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center; line-height: 107%"> </td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2015</td> <td style="text-align: center; line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">December 31, 2014</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; line-height: 107%">Accrued legal fees</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 18%; text-align: right; line-height: 107%">0</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">0</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Accrued payroll liabilities</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">18,185</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">11,522</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrued accounting fees</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0 </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">5,000</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Due to directors</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0 </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">1,999</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrual for inventory products sold and shipped (in transit)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">64,050</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Other</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">11,233</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">5,488</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Accrued and other current liabilities</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">93,468</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">125,518</td> <td style="line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">30-Jun-16</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">31-Dec-15</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%"> </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 58%; text-align: justify; line-height: 107%">Accrued payroll liabilities</td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">9,808</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 8%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 11%; text-align: right; line-height: 107%">18,185</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Accrual for products sold and shipped (in transit)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">46,417</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">64,050</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify; line-height: 107%">Other accruals</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">15,525</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">11,233</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify; line-height: 107%">Accrued and other current liabilities</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">71,750</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">93,468</td> <td style="line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="3" style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Restricted Shares</td> <td style="line-height: 107%"> </td> <td colspan="3" style="text-align: center; line-height: 107%">Weighted Average</td></tr> <tr style="vertical-align: bottom"> <td colspan="3" style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Common Stock</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Grant Date Fair Value</td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2014</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%">$</td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: top; width: 26%; line-height: 107%">Granted</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 8%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 26%; text-align: right; line-height: 107%">150,000</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 8%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td> <td style="vertical-align: bottom; width: 26%; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; width: 1%; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Vested restricted shares</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Forfeited</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">150,000</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Granted</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">164,981</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.21</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Vested restricted shares</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">(100,000</td> <td style="vertical-align: bottom; line-height: 107%">)</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Forfeited</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">(50,000</td> <td style="vertical-align: bottom; line-height: 107%">)</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: top; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">164,981</td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; line-height: 107%"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: right; line-height: 107%">0.94</td> <td style="vertical-align: bottom; line-height: 107%"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify; line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Common Stock Warrants</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 107%">Weighted Average Grant Date Fair Value</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2013</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 58%; padding-left: 9pt; text-align: justify; line-height: 107%">Granted</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">250,000</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 18%; text-align: right; line-height: 107%">0.59</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Exercised</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Expired or forfeited</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2014</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Granted</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Exercised</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 9pt; text-align: justify; line-height: 107%">Expired or forfeited</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Outstanding unvested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Vested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">250,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%">$</td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">0.59</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; text-align: justify; line-height: 107%">Unvested at December 31, 2015</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 2.25pt double; line-height: 107%">$</td> <td style="border-bottom: black 2.25pt double; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td></tr> </table>

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Significant Customers For the year ended December 31, 2015 and December 31, 2014, in the aggregate, three customers and two customers, respectively, accounted for 74% and 52% of the Companys total revenues for each respective period.   On a geographical basis, for the year ended December 31, 2015, approximately 91% and 9% of our total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2014, approximately 70% and 30% of our total revenues for the period were generated from the United States and Canada, respectively.

Significant Clients and Customers   For the three months ended June 30, 2016, four customers individually accounted for $494,003 of the Companys total revenues; these customers accounted for approximately 79% of the Companys total revenues for the period. For the six months ended June 30, 2016, six customers individually accounted for $834,907 of the Companys total revenues; these customers accounted for approximately 71% of the Companys total revenues for the period.   For the three months ended June 30, 2015, two customers individually accounted for 10% or more of the Companys revenues; these customers accounted for approximately 63% of the Companys total revenues for the period. For the six months ended June 30, 2015, three customers individually accounted for 10% or more of the Companys revenues; these customers accounted for approximately 70% of the Companys total revenues for the period. For the three months ended June 30, 2014, three customers individually accounted for 10% or more and 65% in aggregate of the Companys total revenues. For the six months ended June 30, 2014, three customers individually accounted for 10% or more and 66% in aggregate of the Companys total revenues.

Stock-Based Compensation Restricted shares are awarded to employees and service providers and entitle the grantee to receive shares of common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date hasbeen one year from the grant date. During the years ended December 31, 2015 and December 31, 2014, stock-based compensation expense for restricted shares was $319,187 and $3,370,128, respectively. Compensation expense for warrants and options is based on the fair value of the instruments on the grant date, which is determined using the Black-Scholes valuation model, and are expensed over the expected term of the awards. During the year ended December 31, 2015 and December 31, 2014, compensation expense for warrants and options was $0 and $146,551, respectively.

Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15 Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entitys ability to continue as a going concern . Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of managements plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2016. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its consolidated financial statements.   In May 2014, the FASB issued ASU 2014-9 Revenue from Contracts with Customers (Topic 606) (ASU 2014-9), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its consolidated financial statements and related disclosures.

Recent   Accounting Pronouncements   The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and it does not believe any of these pronouncements will have a material impact on the Company.

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">30-Jun-16</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">31-Dec-15</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 5.4pt">Inventory deposits</td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">6,500</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">9,345</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Operating lease deposits included in other Assets</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,500</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">4,500</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt; padding-left: 5.4pt">Deposits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">11,000</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">13,845</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">Year</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">Amount</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 1%; text-align: left"> </td><td style="width: 43%; text-align: right">2016</td><td style="width: 1%; text-align: left"> </td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 43%; text-align: right">54,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: right">2017</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">54,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"> </td><td style="text-align: right">2018</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">54,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"> </td><td style="text-align: right">2019</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">56,320</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"> </td><td style="text-align: right; border-bottom: Black 1pt solid">2020</td><td style="text-align: left; padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left; border-bottom: Black 1pt solid">$</td><td style="text-align: right; border-bottom: Black 1pt solid">33,610</td><td style="text-align: left; padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt"> </td><td style="text-align: right; border-bottom: Black 2.5pt double">Total</td><td style="text-align: left; padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: left; border-bottom: Black 2.5pt double">$</td><td style="text-align: right; border-bottom: Black 2.5pt double">251,930</td><td style="text-align: left; padding-bottom: 2.5pt"> </td></tr> </table>

251930

S-1 Note 6. Prepaid expenses and other current assets   Prepaid expenses and other current assets was comprised of the following as of June 30, 2016 and December 31, 2015:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">30-Jun-16</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">31-Dec-15</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 5.4pt">Prepaid Insurance</td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">2,350</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">5,572</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Prepaid Legal Services (Retainers)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">37,900</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">12,900</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Other prepayments to suppliers</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">10,513</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">13,645</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt">Deposits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">50,763</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">32,117</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>   150000 -71500 150000 71500 -10935 1173 -10935 -11248 10075 139065 -70327 139065 60252 10075

139065

250000

70326 46663474 9345 181941 11000

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">30-Jun-16</td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">31-Dec-15</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-left: 5.4pt">Prepaid Insurance</td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">2,350</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 8%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 12%; font: 10pt Times New Roman, Times, Serif; text-align: right">5,572</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Prepaid Legal Services (Retainers)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">37,900</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">12,900</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt">Other prepayments to suppliers</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">10,513</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">13,645</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 2.5pt">Deposits</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">50,763</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font: 10pt Times New Roman, Times, Serif; text-align: right">32,117</td><td style="padding-bottom: 2.5pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>

5572

2350

12900 37900 13645 10513 32117 50763

Note 8. Notes Payable   As of June 30, 2016 and December 31, 2015, the Company reflected convertible notes payable as follows:   <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">Principal balance</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">Loan Discount</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">Accrued Interest</td> <td style="line-height: 107%"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">Total</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 44%; line-height: 107%">Balance as of December 31, 2015</td> <td style="width: 2%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 10%; text-align: right; line-height: 107%">71,500</td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 2%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 10%; text-align: right; line-height: 107%">(11,248</td> <td style="width: 1%; line-height: 107%">)</td> <td style="width: 2%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 10%; text-align: right; line-height: 107%">  </td> <td style="width: 1%; line-height: 107%"> </td> <td style="width: 2%; line-height: 107%"> </td> <td style="width: 1%; line-height: 107%">$</td> <td style="width: 10%; text-align: right; line-height: 107%">60,252</td> <td style="width: 1%; line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="line-height: 107%">Issued in the period</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">150,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">(10,935</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">139,065</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="line-height: 107%">Amortization of debt discount</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">10,075</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">10,075</td> <td style="line-height: 107%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 5.4pt; line-height: 107%">Converted into shares of common stock</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(71,500</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">1,173</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; line-height: 107%"> </td> <td style="border-bottom: black 1pt solid; text-align: right; line-height: 107%">(70,327</td> <td style="line-height: 107%">)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 5.4pt; line-height: 107%">Balance as of June 30, 2016</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">150,000</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="text-align: right; line-height: 107%">(10,935</td> <td style="line-height: 107%">)</td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">  </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%"> </td> <td style="line-height: 107%">$</td> <td style="text-align: right; line-height: 107%">139,065</td> <td style="line-height: 107%"> </td></tr> </table>   The Company had convertible debentures which were originally issued on April 24, 2014, maturing on April 24, 2016, paid zero interest, and were convertible until maturity at the holders discretion into shares of the Companys common stock at $0.08 per share. On April 11th, 2016, the maturity date on this note was renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of a partial conversion of this note in the amount of $58,000 that was converted into 725,000 shares of common stock at a price of $0.08 per share. On May 6, 2016, the Company received notice for the conversion of the balance of the note in the amount of $13,500 that was converted into 168,750 shares of common stock at a price of $0.08 per share. Based on this conversion, as of June 30, 2016, the Company had remaining convertible debentures in the total amount of $0, and any unamortized debt discount remaining on the date of conversion was amortized in full to interest expense.   On June 23, 2016, the Company entered into two convertible promissory notes: one for $50,000 and one for $330,000. As of the date of this filing, the Company received $150,000 in proceeds and recorded a discount of $10,935. The maturity date for each note is February 14, 2017. Each note pays 8% fixed interest and is convertible at the holders discretion into shares of the Companys common stock at a fixed price of $0.1135 per share. On August 4, 2016 the notes were amended and restated to delete portions of the notes that originally provided for a conversion formula used to determine the price per share and to delete a provision that provided for repayment of the notes through a separate investment agreement providing for the Company to sell its registered shares to an investor (See Subsequent Events Note 14).

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">Principal balance</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">Loan Discount</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">Accrued Interest</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: 10pt Times New Roman, Times, Serif; text-align: right; border-bottom: Black 1pt solid">Total</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%; font: 10pt Times New Roman, Times, Serif">Balance as of December 31, 2015</td><td style="width: 3%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">71,500</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 3%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">(11,248</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="width: 3%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 3%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif; text-align: right">60,252</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Issued in the period</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">150,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(10,935</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">139,065</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">Amortization of debt discount</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10,075</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">10,075</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt; padding-left: 5.4pt">Converted into shares of common stock</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(71,500</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">1,173</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">(70,327</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 5.4pt">Balance as of June 30, 2016</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">150,000</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">(10,935</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left">)</td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">  </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">139,065</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>

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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made and entered into as of April 29, 2014, by and between Hollister & Blacksmith, Inc., a Colorado corporation (the “Corporation”) and Ellis Smith (the “Executive”) as follows:

WITNESSETH:

WHEREAS, the Executive is currently serving as the Chief Development Officer of the Corporation; and

WHEREAS, the parties hereby desire to enter into this Agreement to set forth the terms and conditions for the employment relationship of the Executive with the Corporation; and

WHEREAS, the Board of Directors of the Corporation (the “Board”) has approved and authorized the Corporation’s execution and entry into this Agreement with the Executive; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals. The above recitals are hereby incorporated into and made a part of this Agreement.

2. Term. Employment shall be for a term commencing on the date hereof and expiring five (5) years from the date hereof, unless terminated earlier pursuant to Section 7 hereof. Notwithstanding the previous sentence, this Agreement and the employment of the Executive shall be automatically renewed (subject to Section 7) for successive one—year periods upon the terms and conditions set forth herein, commencing on the fifth anniversary of the date of this Agreement, and on each anniversary date thereafter. For purposes of this Agreement, any reference to the “term” of this Agreement shall include the original term and any extension thereof.

3. Employment of the Executive/Duties of the Executive.

(a) The Corporation hereby agrees to employ the Executive as Chief Development Officer of the Corporation and the Executive hereby agrees to be employed by the Corporation in such capacity upon the terms and conditions herein set forth.

(b) The Executive shall serve as Chief Development Officer of the Corporation, reporting to the Board. The Executive shall devote business time, efforts, attention, skill and energy to the Company’s business as Executive deems necessary to fulfill his responsibilities. During the term of this agreement the Executive may serve as an officer, director or otherwise participate in educational, welfare, social, religious and civic organizations. The Executive shall endeavor to devote a minimum of 40 hours per week of his time to the Corporation.

(c) Executive agrees that he will at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of the Company.

(d) Before the end of each of the Company’s fiscal years, the Executive shall meet with the Board to set agreed management performance objectives for the Executive for the upcoming year which shall be formally reviewed annually, with informal reviews to be performed from time to time throughout the year.

4. Compensation; Base Salary; Bonuses; Milestones.

(a) During the term of this Agreement, the Corporation shall pay to the Executive a base salary in the amount set forth in Schedule A per annum (“Annual Base Salary”), which Annual Base Salary may be adjusted from time to time by the Corporation, payable in equal bi- monthly installments and in the manner consistent with the Corporation’s general policies regarding compensation of executive employees.

(b) The Board (or a committee of the Board) shall review Executive’s Annual Base Salary compensation quarterly for the first year and annually thenceforth at the conclusion of the Company’s fiscal year, and make a recommendation for any adjustment to the then current Base Salary. Subject to the immediately preceding sentence, the actual increase in Executive’s Annual Base Salary shall be made within the Board’s sole judgment and discretion and shall be based, in part, on an analysis of total compensation paid to Executive officers of comparable entities within this region and any other criteria the Board determines are appropriate.

(c) After the first year of this Agreement, if the Board authorizes cash incentive compensation to the other executive officers of the Corporation, the Executive shall be eligible to participate in such plan, program or arrangement as determined by the Board in its sole discretion.

(d) The Board (or a committee of the Board) shall review Executive’s performance at the conclusion of the Company’s fiscal year, and make a recommendation for any annual incentive bonus compensation for the Executive. Any bonus shall be paid to the Executive in a lump sum no later than April 15^th of the year following the year in which the bonus compensation was earned. Subject to the immediately preceding sentence, the amount of any such bonus, as determined by the Board in the exercise of its reasonable discretion will be based on, among other things, the Company’s performance for the completed fiscal year (December 31) as reflected by such factors as gross revenue, net profits, and achievement of specific predetermined goals, including without limitation development of a strategic acquisition and organic growth plan. Executive shall also be eligible to participate in such other bonus or incentive compensation programs as may be established by the Company for other executives.

5. Executive Benefits.

(a) In addition to the compensation described in Section 4, the Corporation shall make available to the Executive, subject to the terms and conditions of the applicable plans, including without limitation the eligibility rules, participation for the Executive and the Executive eligible dependents contingent for the corporation to operate and not impact operations and maintain all liabilities in the Corporation—sponsored employee benefit plans or arrangements and such other usual and customary benefits now or hereafter generally available to employees of the Corporation. If approved by the board benefit plans will include health insurance, Life insurance, disability insurance, and all other normal and customary benefits such as paid vacation. Executive shall also be entitled to participate in, or enjoy the benefit of, any other fringe benefits or prerequisites that are now or may be or become applicable to the Corporation’s executive employees, including any executive stock option plan or program adopted for executive officers of the Company. The Corporation is not obligated to provide or continue any of these benefits and may on an executive group basis, without prior notice, discontinue any benefit already provided or as may be provided in the future, within the exclusive discretion of the Board, however in such event the Executive shall be entitled to receive any benefits, accrued but unpaid as of the effective date of any such discontinuance of benefits.

(b) In the event of Change in Control, as hereafter defined, or involuntary termination of the Executive’s employment hereunder, any unvested stock option of the Executive will immediately vest. For purposes of this Agreement, a “Change in Control” will be deemed to have occurred is there is a merger or consolidation of the Corporation, or any sale, lease or exchange of all or substantially all of the consolidated assets of the Corporation and its subsidiaries (if any) to any other entity or person, and (a) in the case of a merger or consolidation, if the voting stockholders of the Corporation before the transaction hold less than fifty—one percent (51%) of the voting common stock of the survivor of such merger or consolidation or its parent corporation, or (b) in the case of a sale, lease or exchange, the Corporation does not own at least fifty—one percent (51%) percent of the voting common stock of the other entity. However, no “Change in Control” will be deemed to have occurred if Executive is part of the purchasing group that consummates the Change in Control transaction.

(c) Executive is entitled to twenty-one (21) days of paid time off (“Paid Time Off”) per year, in addition to the Company’s normal holidays. Paid Time Off will be scheduled taking into account the Executive’s duties and obligations at the Company. Sick leave, holiday pay and all other leaves of absence will be in accordance with the Company’s stated personnel policies. In the event the Executive’s employment is terminated for any reason, Executive shall have the right to compensation for any un—used Paid Time Off for the last twenty four months.

6. Expenses. The Corporation shall also pay or reimburse the Executive for reasonable and necessary expenses incurred by the Executive in connection with his duties on behalf of the Corporation, including, but not limited to all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Corporation, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Corporation. Executive shall be entitled to parking expenses (excluding violations) when on the job, be it at the office or While on business trips.

7. Termination.

(a) Either party to this Agreement may give the other party written notice of such party’s intention to terminate this Agreement and the employment of the Executive at least ninety (90) days prior to the end of the initial or an extended term.

(b) The Corporation may, subject to applicable law, terminate this Agreement by giving the Executive Six (6) months notice if the Executive incurs a condition that prevents Executive from carrying out his essential job functions for a period of Nine (9) months or longer. The incapacity of the Executive as described in the preceding sentence shall be determined by a medical doctor mutually selected by the Corporation and the Executive or Executive’ s representative.

(c) Any other provision of this Agreement notwithstanding, the Corporation may terminate Executive’s employment without notice and without any further compensation obligations, (except his accrued benefits and any benefit continuation or conversion rights he may have under the terms of the benefit plan or applicable law) including without limitation any severance pay, if the termination is based on a material violation of this Agreement, fraud, embezzlement, securities law violation, other gross misconduct which causes material economic damage to the Corporation or material damage to the business reputation of the Corporation, or an intentional breach of the confidentiality, non-solicitation and non-competition provisions set forth herein. For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Corporation

(d) Should the Corporation terminate the Executive’s employment for any reason other than those listed in Section 7(c) above, after 12 Months of employment or in the event there is a change in the majority of the directors of the Company, or the sale of a controlling interest in the stock (other than the contemplated merger with Brazil Interactive Media) of the Company or sale of substantially all of the assets of the Company’s operating subsidiaries, the Executive shall be paid as severance (a) an amount equal to Five (5) years Base Salary at Executive’s then current compensation less customary withholdings, payable in twelve equal installments on the first day of each calendar month beginning on the first day of the first month after his termination, plus his accrued benefits and any benefit continuation or conversion rights he may have the terms of the Corporation’s benefit plans or applicable law. This severance pay shall be doubled if the Executive is terminated as a result of a Change in Control of the Corporation or any subsidiary of the Corporation. The Corporation shall have no other compensation obligations to the Executive.

(e) Employment and any further compensation obligations, pursuant to this Agreement will be deemed terminated upon the death of the Executive, except for any compensation obligation that has vested prior to the death of the Executive.

(f) If the Corporation requires the Executive to relocate, without Executive’s consent, to an office more than Fifty (50) miles from which Executive conducted business as of the date of this Agreement the Executive may resign his position and terminate his employment hereunder and, in such event, if the Executive so resigns, (i) he shall receive the severance and other entitlements provided under Section 7(d) above and (ii) all unvested options issued to Executive, if any, shall vest immediately.

(g) The Executive agrees that after his employment with the Corporation has terminated Executive will provide, upon reasonable notice, such information and assistance to the Corporation as may reasonably be requested by the Corporation in connection with any litigation in which it or any of its affiliates is or may become a party; provided, however, that the Corporation agrees to reimburse the Executive for any related expenses, including travel expenses.

8. Confidentiality, Non—Solicitation and Non-competition Agreement.

(a) Acknowledgment. The Executive acknowledges that in the course of his employment by the Corporation, he will or may have access to and become informed of confidential and secret information which is a competitive asset of the Corporation (“Confidential Information”) including, without limitation: (i) the terms of any agreement between the Corporation and any employee, customer or supplier; (ii) pricing strategy; (iii) merchandising and marketing methods; (iv) product development ideas and strategies; (v) personnel training and development programs; (vi) financial results; (vii) strategic plans and demographic analyses; (viii) proprietary computer systems software; (ix) customer information and lists; and (x) any non-public information concerning the Corporation, its employees, suppliers or customers. The Executive agrees that he will keep all Confidential Information in strict confidence during the term of his employment by the Corporation and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information except in the course of his regular authorized duties on behalf of the Corporation. The Executive agrees that the obligations of confidentiality hereunder shall survive termination of his employment at the Corporation regardless of any actual or alleged breach by the Corporation of this Agreement, until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure. The Executive’s obligations under this Section 8 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which the Executive may have to the Corporation under general legal or equitable principles.

(b) Confidential Information. Except in the ordinary course of the Corporation’s business, the Executive has not made, nor shall Executive at any time following the date of the Agreement, make or cause to make, any copies, pictures, duplicates, facsimiles or other reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information. All such documents and other property furnished to the Executive by the Corporation or otherwise acquired or developed by the Corporation shall at all times be the property of the Corporation and the Executive shall not at any time, directly or indirectly, use or disclose, make known, divulge, reveal or furnish to any person, business, firm or corporation, partnership, or other entity any material including or reflecting Confidential Information. Upon termination of the Executive’s employment with the Corporation, the Executive will return to the Corporation any such documents or other property of the Corporation which are in the possession, custody or control of the Executive.

(c) Competition. Throughout the period following involuntary termination of employment with the Corporation during which termination payments are being made and accepted by the Executive (hereinafter referred as the “Restricted Period”), the Executive shall not, directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or be a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or consultant to, any person, business, division of a business, firm, corporation, partnership or other entity anywhere in the United States of America which engages in (i) the primary business of the Corporation, and/or (ii) any other principal line of business engaged in or developed by the Corporation or any subsidiary of the Corporation after the date hereof but prior to the date of termination of the Executive’s employment with the Corporation in any state or country in which the Corporation or any subsidiary has conducted business during the Measuring Period (hereinafter the “Restricted Business”). The “Measuring Period” shall be the six (6) month period preceding the date of termination of the Executive’s employment with the Corporation.

(d) Solicitations of Customers. During the Restricted Period, the Executive shall not, directly or indirectly, for his own account or as proprietor, stockholder, member, partner, director, officer, employee, agent or otherwise for or on behalf of any person, business, firm corporation, partnership or other entity other than the Corporation, sell or broker, offer to sell or broker or solicit or assist in the offer to sell or broker or solicit any orders for the purchase of any products or services sold by the Corporation (including any subsidiaries) or its successors or assigns during the Measuring Period (“Products”) to or from any person, corporation or other entity which was a customer of the Corporation at any time during the Measuring Period. For purposes of this Agreement, “customer of the Corporation” means and includes (i) any and all persons, businesses, corporations, partnerships or other entities which: (A) have done business with the Corporation and its successors and assigns as a customer during the Measuring Period, (B) have been contacted by the Corporation, its successors and assigns for the purpose of purchasing products and services, or (C) have preexisting business relationships and/or dealings with the Executive when his employment with the Corporation terminates and (ii) all persons, businesses, corporations, partnerships or other entities which control, or are controlled by, the same person, business, corporation, partnership or other entities which control, or are controlled, by the same person, business, corporation, partnership or other entity which controls any such customer of the Corporation, its successors and assigns. For the purposes of this Agreement, “customers” includes prospective customers and referral sources of customers.

(e) Solicitations of Employees. During the one (1) year period following voluntary or involuntary termination of employment with the Corporation (whether or not termination payments are being made) and for the additional time thereafter, if any, during which termination payments are being made, the Executive shall not, directly or indirectly, for his own account or as proprietor, stockholder, partner, director, officer, employee, agent or otherwise for or on behalf of any person, business, firm, corporation, partnership or other entity than the Corporation, its successors or assigns solicit any person who is an employee of the Corporation, its successors and assigns for employment with any person, business, firm, corporation, partnership or other entity other than the Corporation.

(f) Cumulative Provisions. The covenants and agreements contained in this Section 8 are independent of each other and cumulative.

(g) Binding Effect: Third Party Beneficiaries. The provisions of this Section 8 shall inure to the benefit of the Corporation, its successors and assigns.

(h) Remedies for Breach. The Executive further acknowledges and agrees that his obligations under this Agreement are unique and that any breach or threatened breach of such obligations may result in irreparable harm and substantial damages to the Corporation, its successors and assigns and that the Corporation’s remedy at law for any such violation would be inadequate. Accordingly, in the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, the Corporation, its successors and assigns shall have the right, in addition to exercising any other remedies at law or equity which may be available to it under this Agreement.

(i) Divisibility. The Executive agrees that the provisions of this Section 8 are divisible and separable so that if any provision hereof shall be held to be unreasonable, unlawful or unenforceable, such holding shall not impair the remaining provisions hereof. If any provision hereof is held to be unreasonable, unlawful or unenforceable in duration, geographical scope or character of restriction of the Executive by any court of competent jurisdiction, it is the express desire and agreement of the Parties that such provisions shall be modified to the extent necessary in order that such provision or portion thereof shall be legally enforceable to the fullest extent permitted by law, and the parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by applicable law.

9. Indemnification.

(a) The Corporation will indemnify the Executive to the fullest extent permitted by the laws of the state of Colorado in effect at that time, or certificate of incorporation and by-laws of the Corporation, whichever affords the greater protection to the Executive. The foregoing notwithstanding, the Corporation shall not indemnify the Executive for acts of his own negligence, willfulness or malfeasance or if the articles of incorporation or by-laws prohibit such indemnification.

(b) The Executive shall notify the Corporation in writing as soon as reasonably practicable after being informed in writing of a claim from a third party and in respect of which a right of indemnification given pursuant to this Indemnification Agreement may apply. The Corporation shall have the right to elect, by written notice delivered to the Executive within 10 days of receipt by the Corporation of the notice from the Executive in respect of the claim, at the sole expense of the Corporation, to participate in or assume control of the negotiation, settlement or defense of the claim, provided that: such will be done at all times in a diligent and bona fide matter; the Corporation acknowledges in writing its obligation to indemnify the Executive in accordance with the terms contained in this Agreement in respect of that claim; and the Corporation shall pay all reasonable out—of—pocket expenses incurred by the Executive as a result of such participation or assumption.

(c) If the Corporation elects to assume such control, the Executive shall cooperate with the Corporation and its counsel and shall have the right to participate in the negotiation, settlement or defense of such claim at his own expense. If the Corporation does not so elect or, having elected to assume such control, thereafter fails to proceed with the settlement or defense of any such claim in accordance with paragraphs (a) or (b), the Executive shall be entitled to assume such control. In such case, the Corporation shall cooperate where necessary with the Executive and his counsel in connection with such claim and The Corporation shall be bound by the results obtained by the Executive with respect to such claim.

(d) If any claim is of a nature such that the Executive is required by applicable law to make a payment to any person (a “Third Party”) with respect to such claim before the completion of settlement negotiations or related legal proceedings, including all legal fees and expenses relating to the defense and negotiation of a claim for which the Corporation has not elected to assume control, the Corporation shall, forthwith after demand by the Executive, make such payment on behalf of the Executive or, if the Executive made such payment, reimburse the Executive for any such payment. If the amount of any liability under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Corporation to the Executive, the Executive shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Corporation;

(e) Except in the circumstances contemplated by this section 9, and whether or not the Corporation assumes control of the negotiation, settlement or defense of any claim, the Executive shall not settle or compromise any claim except with the prior written consent of the Corporation (which consent shall not be unreasonably withheld). A failure by the Corporation to respond in writing to a written request by the Executive for consent for a period of ten (10) days or more shall be deemed a consent by the Corporation to such request;

(f) The Corporation and the Executive shall provide each other on an ongoing basis with all information which may be relevant to the other’s liability hereunder and shall supply copies of all relevant documentation promptly as they become available; and

(g) Notwithstanding Section 9(c), if the Executive has assumed control of the negotiation, settlement and defense of a claim, the Corporation shall not settle any claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Executive, acting reasonably, have a material adverse impact on the Executive, unless the Executive fails to respond in writing to a written request by the Corporation for consent to the proposed action by the Corporation within ten (10) days. A failure by the Executive to respond in writing to a written request by the Corporation for consent for a period of ten (10) days or more shall be deemed a consent by the Executive to such request.

10. Arbitration. Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration by an arbitrator (who is selected as provided below) and under the rules of the American Arbitration Association. The Arbitration hall be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive’s out—of—pocket expenses of travel and lodging are borne by the Corporation. Each party shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre—hearing discovery of facts, to the extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the Corporation or as the arbitrator shall otherwise equitably determine.

In the event the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party fails to select an arbitrator, then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association and those arbitrators shall mutually agree upon the selection of an arbitrator who will be the arbitrator.

11. Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such subject matter. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no other agreement, statement, or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. The prior approval by a majority affirmative vote of the full Board shall be required in order for the Corporation to authorize any amendments or additions to this Agreement, to give any consents or waivers of provisions of this Agreement, or to take any other action under this Agreement.

12. Withholding of Taxes. The Corporation may withhold from any amount payable under this Agreement all federal, state or provincial, city or other taxes as the Corporation is required to withhold pursuant to any law or government regulation or ruling.

13. Assignment; Successors and Binding Agreement.

(a) Assignment by the Corporation. Subject to the terms of this Agreement, the Corporation may assign this Agreement to any entity merging with or acquiring the Corporation, provided the Corporation’s obligations hereunder shall be legal obligations and shall be assumed by such entity, as set forth in subsection 13(c) below.

(b) Assignment by Executive. No interest of Executive or his spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse or other beneficiary, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

(c) Successors. The Corporation shall require any person or entity which acquired (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) all or a substantial portion of the Corporation’s stock or assets, by agreement in for1n and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such acquisition had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation in accordance with the operation of law, and such successor shall be deemed “the Corporation” for purposes of this Agreement. As used in this Agreement, the term “the Corporation” shall include any acquirer of or successor to the Corporation’s stock, business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, or UPS addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal executive offices and to the Executive at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

15. Law and Interpretation. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Colorado without regard for its conflict of laws provisions. With respect to each and every ter1n and condition in this Agreement, the parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto. The parties further acknowledge that they have been advised of the implications of the common representation of the Corporation and the Executive by counsel (with regard to the preparation of this Agreement) and the inherent conflicts of interest that may arise out of such common representation. The parties expressly consent to such common representation and waive any claims that they may have as a result of such common representation.

16. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of the Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

17. Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties’ respective rights nd obligations under Sections 5, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 19, 20 and 22 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

18. Legal Fees and Expenses. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to such costs and reasonable attorney’s fees, in addition to any other relief to which that party may be entitled. The term “prevailing party” shall mean that party whose position is substantially upheld in a final judgment rendered in such arbitration or litigation

19. Intellectual Property/Assignment. All ideas, programs, creations, discoveries or inventions, suggestions or improvement by Executive which in any way relate to or connect with any of the Corporation’s products, pricing, costs, sales and/or processes shall be the sole property of the Corporation.

20. Waiver. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of such right, power or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other further exercise thereof or the exercise of any other such right, power or privilege.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument, notwithstanding that all parties are not signatory to the same counterpart. The exchange of copies of this Agreement and of signature pages by electronic mail or facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed to be their original signatures for all purposes.

22. Insurance. The Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by applicable law or the By-Laws of the Company, whichever is greater. The foregoing indemnification and directors and officer’s liability insurance coverage shall continue to apply following termination of the Executive’s employment hereunder for Executive’s actions and omissions during the period of Executive’s employment with the Corporation, except with respect to the Executive’s own acts of negligence, willfulness or malfeasance.

23. Currency. All references to currencies within this Agreement are in US dollars except where otherwise specified.

24. Headings. Headings in this Agreement are for informational-purposes only and will not be used to construe the intent of this Agreement.

IN WITNESS WHEREOF, the parties hereof have executed this Agreement as of the day and year first written.

HOLLISTER & BLACKSMITH, INC.,

a Colorado corporation

By: /s/ Corey Hollister

Corey Hollister Chief Executive Officer

EXECUTIVE:

By: /s/ Ellis Smith

Ellis Smith

SCHEDULE A

SALARY

1. Annual Base Salary of: Seventy-Five Thousand Dollars .00 ($75,000.00)

2. Executive Incentive Bonus Schedule; Paid to Executive as described in per paragraph 4-d

A. 5% of net annual income, if net annual income exceeds 1,000,000

3. Compensation to be reviewed quarterly for year one and annually henceforth.

HOLLISTER & BLACKSMITH, INC.,

a Colorado corporation

By: /s/ Corey Hollister

Corey Hollister Chief Executive Officer

EXECUTIVE:

By: /s/ Ellis Smith

Ellis Smith

EX-10.2 11 ammj982616s1ex10_2.htm

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made and entered into as of April 29, 2014, by and between Hollister & Blacksmith, Inc., a Colorado corporation (the “Corporation”) and Corey Hollister (the “Executive”) as follows:

WITNESSETH:

WHEREAS, the Executive is currently serving as the Chief Development Officer of the Corporation; and

WHEREAS, the parties hereby desire to enter into this Agreement to set forth the terms and conditions for the employment relationship of the Executive with the Corporation; and

WHEREAS, the Board of Directors of the Corporation (the “Board”) has approved and authorized the Corporation’s execution and entry into this Agreement with the Executive; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Incorporation of Recitals. The above recitals are hereby incorporated into and made a part of this Agreement.

2. Term. Employment shall be for a term commencing on the date hereof and expiring five (5) years from the date hereof, unless terminated earlier pursuant to Section 7 hereof. Notwithstanding the previous sentence, this Agreement and the employment of the Executive shall be automatically renewed (subject to Section 7) for successive one—year periods upon the terms and conditions set forth herein, commencing on the fifth anniversary of the date of this Agreement, and on each anniversary date thereafter. For purposes of this Agreement, any reference to the “term” of this Agreement shall include the original term and any extension thereof.

3. Employment of the Executive/Duties of the Executive.

(a) The Corporation hereby agrees to employ the Executive as Chief Development Officer of the Corporation and the Executive hereby agrees to be employed by the Corporation in such capacity upon the terms and conditions herein set forth.

(b) The Executive shall serve as Chief Development Officer of the Corporation, reporting to the Board. The Executive shall devote business time, efforts, attention, skill and energy to the Company’s business as Executive deems necessary to fulfill his responsibilities. During the term of this agreement the Executive may serve as an officer, director or otherwise participate in educational, welfare, social, religious and civic organizations. The Executive shall endeavor to devote a minimum of 40 hours per week of his time to the Corporation.

(c) Executive agrees that he will at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of the Company.

(d) Before the end of each of the Company’s fiscal years, the Executive shall meet with the Board to set agreed management performance objectives for the Executive for the upcoming year which shall be formally reviewed annually, with informal reviews to be performed from time to time throughout the year.

4. Compensation; Base Salary; Bonuses; Milestones.

(a) During the term of this Agreement, the Corporation shall pay to the Executive a base salary in the amount set forth in Schedule A per annum (“Annual Base Salary”), which Annual Base Salary may be adjusted from time to time by the Corporation, payable in equal bi- monthly installments and in the manner consistent with the Corporation’s general policies regarding compensation of executive employees.

(b) The Board (or a committee of the Board) shall review Executive’s Annual Base Salary compensation quarterly for the first year and annually thenceforth at the conclusion of the Company’s fiscal year, and make a recommendation for any adjustment to the then current Base Salary. Subject to the immediately preceding sentence, the actual increase in Executive’s Annual Base Salary shall be made within the Board’s sole judgment and discretion and shall be based, in part, on an analysis of total compensation paid to Executive officers of comparable entities within this region and any other criteria the Board determines are appropriate.

(c) After the first year of this Agreement, if the Board authorizes cash incentive compensation to the other executive officers of the Corporation, the Executive shall be eligible to participate in such plan, program or arrangement as determined by the Board in its sole discretion.

(d) The Board (or a committee of the Board) shall review Executive’s performance at the conclusion of the Company’s fiscal year, and make a recommendation for any annual incentive bonus compensation for the Executive. Any bonus shall be paid to the Executive in a lump sum no later than April 15^th of the year following the year in which the bonus compensation was earned. Subject to the immediately preceding sentence, the amount of any such bonus, as determined by the Board in the exercise of its reasonable discretion will be based on, among other things, the Company’s performance for the completed fiscal year (December 31) as reflected by such factors as gross revenue, net profits, and achievement of specific predetermined goals, including without limitation development of a strategic acquisition and organic growth plan. Executive shall also be eligible to participate in such other bonus or incentive compensation programs as may be established by the Company for other executives.

5. Executive Benefits.

(a) In addition to the compensation described in Section 4, the Corporation shall make available to the Executive, subject to the terms and conditions of the applicable plans, including without limitation the eligibility rules, participation for the Executive and the Executive eligible dependents contingent for the corporation to operate and not impact operations and maintain all liabilities in the Corporation—sponsored employee benefit plans or arrangements and such other usual and customary benefits now or hereafter generally available to employees of the Corporation. If approved by the board benefit plans will include health insurance, Life insurance, disability insurance, and all other normal and customary benefits such as paid vacation. Executive shall also be entitled to participate in, or enjoy the benefit of, any other fringe benefits or prerequisites that are now or may be or become applicable to the Corporation’s executive employees, including any executive stock option plan or program adopted for executive officers of the Company. The Corporation is not obligated to provide or continue any of these benefits and may on an executive group basis, without prior notice, discontinue any benefit already provided or as may be provided in the future, within the exclusive discretion of the Board, however in such event the Executive shall be entitled to receive any benefits, accrued but unpaid as of the effective date of any such discontinuance of benefits.

(b) In the event of Change in Control, as hereafter defined, or involuntary termination of the Executive’s employment hereunder, any unvested stock option of the Executive will immediately vest. For purposes of this Agreement, a “Change in Control” will be deemed to have occurred is there is a merger or consolidation of the Corporation, or any sale, lease or exchange of all or substantially all of the consolidated assets of the Corporation and its subsidiaries (if any) to any other entity or person, and (a) in the case of a merger or consolidation, if the voting stockholders of the Corporation before the transaction hold less than fifty—one percent (51%) of the voting common stock of the survivor of such merger or consolidation or its parent corporation, or (b) in the case of a sale, lease or exchange, the Corporation does not own at least fifty—one percent (51%) percent of the voting common stock of the other entity. However, no “Change in Control” will be deemed to have occurred if Executive is part of the purchasing group that consummates the Change in Control transaction.

(c) Executive is entitled to twenty-one (21) days of paid time off (“Paid Time Off”) per year, in addition to the Company’s normal holidays. Paid Time Off will be scheduled taking into account the Executive’s duties and obligations at the Company. Sick leave, holiday pay and all other leaves of absence will be in accordance with the Company’s stated personnel policies. In the event the Executive’s employment is terminated for any reason, Executive shall have the right to compensation for any un—used Paid Time Off for the last twenty four months.

6. Expenses. The Corporation shall also pay or reimburse the Executive for reasonable and necessary expenses incurred by the Executive in connection with his duties on behalf of the Corporation, including, but not limited to all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Corporation, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Corporation. Executive shall be entitled to parking expenses (excluding violations) when on the job, be it at the office or While on business trips.

7. Termination.

(a) Either party to this Agreement may give the other party written notice of such party’s intention to terminate this Agreement and the employment of the Executive at least ninety (90) days prior to the end of the initial or an extended term.

(b) The Corporation may, subject to applicable law, terminate this Agreement by giving the Executive Six (6) months notice if the Executive incurs a condition that prevents Executive from carrying out his essential job functions for a period of Nine (9) months or longer. The incapacity of the Executive as described in the preceding sentence shall be determined by a medical doctor mutually selected by the Corporation and the Executive or Executive’s representative.

(c) Any other provision of this Agreement notwithstanding, the Corporation may terminate Executive’s employment without notice and without any further compensation obligations, (except his accrued benefits and any benefit continuation or conversion rights he may have under the terms of the benefit plan or applicable law) including without limitation any severance pay, if the termination is based on a material violation of this Agreement, fraud, embezzlement, securities law violation, other gross misconduct which causes material economic damage to the Corporation or material damage to the business reputation of the Corporation, or an intentional breach of the confidentiality, non-solicitation and non-competition provisions set forth herein. For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Corporation

(d) Should the Corporation terminate the Executive’s employment for any reason other than those listed in Section 7(c) above, after 12 Months of employment or in the event there is a change in the majority of the directors of the Company, or the sale of a controlling interest in the stock (other than the contemplated merger with Brazil Interactive Media) of the Company or sale of substantially all of the assets of the Company’s operating subsidiaries, the Executive shall be paid as severance (a) an amount equal to Five (5) years Base Salary at Executive’s then current compensation less customary withholdings, payable in twelve equal installments on the first day of each calendar month beginning on the first day of the first month after his termination, plus his accrued benefits and any benefit continuation or conversion rights he may have the terms of the Corporation’s benefit plans or applicable law. This severance pay shall be doubled if the Executive is terminated as a result of a Change in Control of the Corporation or any subsidiary of the Corporation. The Corporation shall have no other compensation obligations to the Executive.

(e) Employment and any further compensation obligations, pursuant to this Agreement will be deemed terminated upon the death of the Executive, except for any compensation obligation that has vested prior to the death of the Executive.

(f) If the Corporation requires the Executive to relocate, without Executive’s consent, to an office more than Fifty (50) miles from which Executive conducted business as of the date of this Agreement the Executive may resign his position and terminate his employment hereunder and, in such event, if the Executive so resigns, (i) he shall receive the severance and other entitlements provided under Section 7(d) above and (ii) all unvested options issued to Executive, if any, shall vest immediately.

(g) The Executive agrees that after his employment with the Corporation has terminated Executive will provide, upon reasonable notice, such information and assistance to the Corporation as may reasonably be requested by the Corporation in connection with any litigation in which it or any of its affiliates is or may become a party; provided, however, that the Corporation agrees to reimburse the Executive for any related expenses, including travel expenses.

8. Confidentiality, Non-Solicitation and Non-Competition Agreement.

(a) Acknowledgment. The Executive acknowledges that in the course of his employment by the Corporation, he will or may have access to and become informed of confidential and secret information which is a competitive asset of the Corporation (“Confidential Information”) including, without limitation: (i) the terms of any agreement between the Corporation and any employee, customer or supplier; (ii) pricing strategy; (iii) merchandising and marketing methods; (iv) product development ideas and strategies; (v) personnel training and development programs; (vi) financial results; (vii) strategic plans and demographic analyses; (viii) proprietary computer systems software; (ix) customer information and lists; and (x) any non-public information concerning the Corporation, its employees, suppliers or customers. The Executive agrees that he will keep all Confidential Information in strict confidence during the term of his employment by the Corporation and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information except in the course of his regular authorized duties on behalf of the Corporation. The Executive agrees that the obligations of confidentiality hereunder shall survive termination of his employment at the Corporation regardless of any actual or alleged breach by the Corporation of this Agreement, until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure. The Executive’s obligations under this Section 8 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which the Executive may have to the Corporation under general legal or equitable principles.

(b) Confidential Information. Except in the ordinary course of the Corporation’s business, the Executive has not made, nor shall Executive at any time following the date of the Agreement, make or cause to make, any copies, pictures, duplicates, facsimiles or other reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information. All such documents and other property furnished to the Executive by the Corporation or otherwise acquired or developed by the Corporation shall at all times be the property of the Corporation and the Executive shall not at any time, directly or indirectly, use or disclose, make known, divulge, reveal or furnish to any person, business, firm or corporation, partnership, or other entity any material including or reflecting Confidential Information. Upon termination of the Executive’s employment with the Corporation, the Executive will return to the Corporation any such documents or other property of the Corporation which are in the possession, custody or control of the Executive.

(c) Competition. Throughout the period following involuntary termination of employment with the Corporation during which termination payments are being made and accepted by the Executive (hereinafter referred as the “Restricted Period”), the Executive shall not, directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or be a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or consultant to, any person, business, division of a business, firm, corporation, partnership or other entity anywhere in the United States of America which engages in (i) the primary business of the Corporation, and/or (ii) any other principal line of business engaged in or developed by the Corporation or any subsidiary of the Corporation after the date hereof but prior to the date of termination of the Executive’s employment with the Corporation in any state or country in which the Corporation or any subsidiary has conducted business during the Measuring Period (hereinafter the “Restricted Business”). The “Measuring Period” shall be the six (6) month period preceding the date of termination of the Executive’s employment with the Corporation.

(d) Solicitations of Customers. During the Restricted Period, the Executive shall not, directly or indirectly, for his own account or as proprietor, stockholder, member, partner, director, officer, employee, agent or otherwise for or on behalf of any person, business, firm corporation, partnership or other entity other than the Corporation, sell or broker, offer to sell or broker or solicit or assist in the offer to sell or broker or solicit any orders for the purchase of any products or services sold by the Corporation (including any subsidiaries) or its successors or assigns during the Measuring Period (“Products”) to or from any person, corporation or other entity which was a customer of the Corporation at any time during the Measuring Period. For purposes of this Agreement, “customer of the Corporation” means and includes (i) any and all persons, businesses, corporations, partnerships or other entities which: (A) have done business with the Corporation and its successors and assigns as a customer during the Measuring Period, (B) have been contacted by the Corporation, its successors and assigns for the purpose of purchasing products and services, or (C) have preexisting business relationships and/or dealings with the Executive when his employment with the Corporation terminates and (ii) all persons, businesses, corporations, partnerships or other entities which control, or are controlled by, the same person, business, corporation, partnership or other entities which control, or are controlled, by the same person, business, corporation, partnership or other entity which controls any such customer of the Corporation, its successors and assigns. For the purposes of this Agreement, “customers” includes prospective customers and referral sources of customers.

(e) Solicitations of Employees. During the one (1) year period following voluntary or involuntary termination of employment with the Corporation (whether or not termination payments are being made) and for the additional time thereafter, if any, during which termination payments are being made, the Executive shall not, directly or indirectly, for his own account or as proprietor, stockholder, partner, director, officer, employee, agent or otherwise for or on behalf of any person, business, firm, corporation, partnership or other entity than the Corporation, its successors or assigns solicit any person who is an employee of the Corporation, its successors and assigns for employment with any person, business, firm, corporation, partnership or other entity other than the Corporation.

(f) Cumulative Provisions. The covenants and agreements contained in this Section 8 are independent of each other and cumulative.

(g) Binding Effect: Third Party Beneficiaries. The provisions of this Section 8 shall inure to the benefit of the Corporation, its successors and assigns.

(h) Remedies for Breach. The Executive further acknowledges and agrees that his obligations under this Agreement are unique and that any breach or threatened breach of such obligations may result in irreparable harm and substantial damages to the Corporation, its successors and assigns and that the Corporation’s remedy at law for any such violation would be inadequate. Accordingly, in the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, the Corporation, its successors and assigns shall have the right, in addition to exercising any other remedies at law or equity which may be available to it under this Agreement.

(i) Divisibility. The Executive agrees that the provisions of this Section 8 are divisible and separable so that if any provision hereof shall be held to be unreasonable, unlawful or unenforceable, such holding shall not impair the remaining provisions hereof. If any provision hereof is held to be unreasonable, unlawful or unenforceable in duration, geographical scope or character of restriction of the Executive by any court of competent jurisdiction, it is the express desire and agreement of the Parties that such provisions shall be modified to the extent necessary in order that such provision or portion thereof shall be legally enforceable to the fullest extent permitted by law, and the parties hereto do hereby expressly authorize any court of competent jurisdiction to enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall be enforced by such court to the fullest extent permitted by applicable law.

9. Indemnification.

(a) The Corporation will indemnify the Executive to the fullest extent permitted by the laws of the state of Colorado in effect at that time, or certificate of incorporation and by-laws of the Corporation, whichever affords the greater protection to the Executive. The foregoing notwithstanding, the Corporation shall not indemnify the Executive for acts of his own negligence, willfulness or malfeasance or if the articles of incorporation or by-laws prohibit such

indemnification.

(b) The Executive shall notify the Corporation in writing as soon as reasonably practicable after being informed in writing of a claim from a third party and in respect of which a right of indemnification given pursuant to this Indemnification Agreement may apply. The Corporation shall have the right to elect, by written notice delivered to the Executive within 10 days of receipt by the Corporation of the notice from the Executive in respect of the claim, at the sole expense of the Corporation, to participate in or assume control of the negotiation, settlement or defense of the claim, provided that: such will be done at all times in a diligent and bona fide matter; the Corporation acknowledges in writing its obligation to indemnify the Executive in accordance with the terms contained in this Agreement in respect of that claim; and the Corporation shall pay all reasonable out—of—pocket expenses incurred by the Executive as a result of such participation or assumption.

(c) If the Corporation elects to assume such control, the Executive shall cooperate with the Corporation and its counsel and shall have the right to participate in the negotiation, settlement or defense of such claim at his own expense. If the Corporation does not so elect or, having elected to assume such control, thereafter fails to proceed with the settlement or defense of any such claim in accordance with paragraphs (a) or (b), the Executive shall be entitled to assume such control. In such case, the Corporation shall cooperate where necessary with the Executive and his counsel in connection with such claim and The Corporation shall be bound by the results obtained by the Executive with respect to such claim.

(d) If any claim is of a nature such that the Executive is required by applicable law to make a payment to any person (a “Third Party”) with respect to such claim before the completion of settlement negotiations or related legal proceedings, including all legal fees and expenses relating to the defense and negotiation of a claim for which the Corporation has not elected to assume control, the Corporation shall, forthwith after demand by the Executive, make such payment on behalf of the Executive or, if the Executive made such payment, reimburse the Executive for any such payment. If the amount of any liability under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Corporation to the Executive, the Executive shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Corporation;

(e) Except in the circumstances contemplated by this section 9, and whether or not the Corporation assumes control of the negotiation, settlement or defense of any claim, the Executive shall not settle or compromise any claim except with the prior written consent of the Corporation (which consent shall not be unreasonably withheld). A failure by the Corporation to respond in writing to a written request by the Executive for consent for a period of ten (10) days or more shall be deemed a consent by the Corporation to such request;

(f) The Corporation and the Executive shall provide each other on an ongoing basis with all information which may be relevant to the other’s liability hereunder and shall supply copies of all relevant documentation promptly as they become available; and

(g) Notwithstanding Section 9(c), if the Executive has assumed control of the negotiation, settlement and defense of a claim, the Corporation shall not settle any claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Executive, acting reasonably, have a material adverse impact on the Executive, unless the Executive fails to respond in writing to a written request by the Corporation for consent to the proposed action by the Corporation within ten (10) days. A failure by the Executive to respond in writing to a written request by the Corporation for consent for a period of ten (10) days or more shall be deemed a consent by the Executive to such request.

10. Arbitration. Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration by an arbitrator (who is selected as provided below) and under the rules of the American Arbitration Association. The Arbitration shall be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive’s out—of—pocket expenses of travel and lodging are borne by the Corporation. Each party shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre—hearing discovery of facts, to the extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the Corporation or as the arbitrator shall otherwise equitably determine.

In the event the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party fails to select an arbitrator, then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association and those arbitrators shall mutually agree upon the selection of an arbitrator who will be the arbitrator.

11. Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such subject matter. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no other agreement, statement, or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. The prior approval by a majority affirmative vote of the full Board shall be required in order for the Corporation to authorize any amendments or additions to this Agreement, to give any consents or waivers of provisions of this Agreement, or to take any other action under this Agreement.

12. Withholding of Taxes. The Corporation may withhold from any amount payable under this Agreement all federal, state or provincial, city or other taxes as the Corporation is required to withhold pursuant to any law or government regulation or ruling.

13. Assignment; Successors and Binding Agreement.

(a) Assignment by the Corporation. Subject to the terms of this Agreement, the Corporation may assign this Agreement to any entity merging with or acquiring the Corporation, provided the Corporation’s obligations hereunder shall be legal obligations and shall be assumed by such entity, as set forth in subsection 13(c) below.

(b) Assignment by Executive. No interest of Executive or his spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or his spouse or other beneficiary, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

(c) Successors. The Corporation shall require any person or entity which acquired (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) all or a substantial portion of the Corporation’s stock or assets, by agreement in for1n and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such acquisition had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation in accordance with the operation of law, and such successor shall be deemed “the Corporation” for purposes of this Agreement. As used in this Agreement, the term “the Corporation” shall include any acquirer of or successor to the Corporation’s stock, business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, or UPS addressed to the Corporation (to the attention of the Secretary of the Corporation) at its principal executive offices and to the Executive at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

15. Law and Interpretation. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Colorado without regard for its conflict of laws provisions. With respect to each and every ter1n and condition in this Agreement, the parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto. The parties further acknowledge that they have been advised of the implications of the common representation of the Corporation and the Executive by counsel (with regard to the preparation of this Agreement) and the inherent conflicts of interest that may arise out of such common representation. The parties expressly consent to such common representation and waive any claims that they may have as a result of such common representation.

16. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of the Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

17. Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties’ respective rights and obligations under Sections 5, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 19, 20 and 22 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

18. Legal Fees and Expenses. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to such costs and reasonable attorney’s fees, in addition to any other relief to which that party may be entitled. The term “prevailing party” shall mean that party whose position is substantially upheld in a final judgment rendered in such arbitration or litigation

19. Intellectual Property/Assignment. All ideas, programs, creations, discoveries or inventions, suggestions or improvement by Executive which in any way relate to or connect with any of the Corporation’s products, pricing, costs, sales and/or processes shall be the sole property of the Corporation.

20. Waiver. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of such right, power or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other further exercise thereof or the exercise of any other such right, power or privilege.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument, notwithstanding that all parties are not signatory to the same counterpart. The exchange of copies of this Agreement and of signature pages by electronic mail or facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed to be their original signatures for all purposes.

22. Insurance. The Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by applicable law or the By-Laws of the Company, whichever is greater. The foregoing indemnification and directors and officer’s liability insurance coverage shall continue to apply following termination of the Executive’s employment hereunder for Executive’s actions and omissions during the period of Executive’s employment with the Corporation, except with respect to the Executive’s own acts of negligence, willfulness or malfeasance.

23. Currency. All references to currencies within this Agreement are in US dollars except where otherwise specified.

24. Headings. Headings in this Agreement are for informational-purposes only and will not be used to construe the intent of this Agreement.

IN WITNESS WHEREOF, the parties hereof have executed this Agreement as of the day and year first written.

HOLLISTER & BLACKSMITH, INC.,

a Colorado corporation

By: /s/ Ellis Smith

Ellis Smith

EXECUTIVE:

By: /s/ Corey Hollister

Corey Hollister

SCHEDULE A

SALARY

1. Annual Base Salary of: Seventy-Five Thousand Dollars .00 ($75,000.00)

2. Executive Incentive Bonus Schedule; Paid to Executive as described in per paragraph 4-d

A. 5% of net annual income, if net annual income exceeds 1,000,000

3. Compensation to be reviewed quarterly for year one and annually thenceforth.

HOLLISTER & BLACKSMITH, INC.,

a Colorado corporation

By: /s/ Ellis Smith

Ellis Smith

EXECUTIVE:

By: /s/ Corey Hollister

Corey Hollister

EX-10.5 12 ammj982616s1ex10_5.htm

Exhibit 10.5

AMENDED AND RESTATED INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (the “Agreement”), dated as of August 4, 2016 (the “Execution Date”), is entered into by and between American Cannabis Company, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.

RECITALS:

WHEREAS, the parties desire to amend that certain Investment Agreement previously executed on June 23, 2016 and agree that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Five Million Dollars ($5,000,000) (the “Commitment Amount”) to purchase the Company’s common stock, par value of $.00001 per share (the “Common Stock”);

WHEREAS, such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION I.

DEFINITIONS

For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.

“1933 Act” shall have the meaning set forth in the recitals.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.

“Affiliate” shall have the meaning set forth in Section 5.7.

“Agreement” shall have the meaning set forth in the preamble.

“Articles of Incorporation” shall have the meaning set forth in Section 4.3.

“By-laws” shall have the meaning set forth in Section 4.3.

“Certificate” shall have the meaning set forth in Section 2.5.

“Closing” shall have the meaning set forth in Section 2.5.

“Closing Date” shall have the meaning set forth in Section 2.5.

“Commitment Fee Debenture” shall have the meaning set forth in Section 11.17

“Commitment Amount” shall have the meaning set forth in the recitals.

“Common Stock” shall have the meaning set forth in the recitals.

“Company” shall have the meaning set forth in the preamble.

“Control” or “Controls” shall have the meaning set forth in Section 5.7.

“DTC” shall have the meaning set forth in Section 2.5.

“DWAC” shall mean Deposit and Withdrawal at Custodian service provided by the Depository Trust Company.

“Effective Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.

“Environmental Laws” shall have the meaning set forth in Section 4.13.

“Execution Date” shall have the meaning set forth in the preamble.

“FAST” shall have the meaning set forth in Section 2.5.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.

“Indemnitees” shall have the meaning set forth in Section 10.

“Indemnitor” shall have the meaning set forth in Section 10.

“Investor” shall have the meaning set forth in the preamble.

“Material Adverse Effect” shall have the meaning set forth in Section 4.1.

“Maximum Common Stock Issuance” shall have the meaning set forth in Section 2.6.

“Open Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance with Section 8.

“PCAOB” shall have the meaning set forth in Section 4.6.

“Pricing Period” shall mean, with respect to a particular Put Notice, the five (5) consecutive Trading Days immediately following the applicable Put Notice Date.

“Principal Market” shall mean the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the OTC Bulletin Board or the OTC Markets Group, whichever is the principal market on which the Common Stock is traded.

“Purchase Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities, calculated by multiplying the Purchase Price by the Put Amount.

“Purchase Price” shall mean the 80% of the average of the two lowest closing bid prices of the Common Stock during the Pricing Period applicable to the Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill” status on the applicable Put Notice Date.

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“Put” shall have the meaning set forth in Section 2.2.

“Put Amount” shall have the meaning set forth in Section 2.3.

“Put Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.

“Put Notice Date” shall mean the Trading Day on which the Investor receives a Put Notice, determined as follows: a Put Notice shall be deemed delivered on (a) the Trading Day it is received by electronic mail or otherwise by the Investor if such notice is received prior to 9:30 a.m. (Pacific time), or (b) the immediately succeeding Trading Day if it is received by electronic mail or otherwise after 9:30 a.m. (Pacific time) on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

“Put Settlement Sheet” shall mean a written letter to the Company by the Investor, evidencing acceptance of the Put and providing instructions for delivery of the Securities to the Investor.

“Put Shares Due” shall mean the Shares to be sold to the Investor pursuant to the Put.

“Registered Offering Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

“Registration Rights Agreement” shall have the meaning set forth in the recitals.

“Registration Statement” means the registration statement of the Company filed under the 1933 Act covering the resale of the Securities issuable hereunder by the Investor, in the manner described in such Registration Statement.

“Related Party” shall have the meaning set forth in Section 5.7.

“Resolutions” shall have the meaning set forth in Section 7.5.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“SEC Documents” shall have the meaning set forth in Section 4.6.

“Securities” shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

“Shares” shall mean the shares of the Company’s Common Stock.

“Subsidiaries” shall have the meaning set forth in Section 4.1.

“Trading Day” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by (i) Bloomberg Financial L.P. or (ii) Stock Charts/Quote Media if the Investor does not promptly provide the Company the Bloomberg quote/pricing charts for the days involved upon the Company’s request (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) and (b) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Investor and reasonably acceptable to the Company.

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“Waiting Period” shall have the meaning set forth in Section 2.3.

SECTION II

PURCHASE AND SALE OF COMMON STOCK

2.1 PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Five Million Dollars ($5,000,000).

2.2 DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Registered Offering Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached hereto as Exhibit B and incorporated herein by reference. Upon receipt of the Put Notice, the Investor shall deliver to the Company a Put Settlement Sheet on the Put Notice Date. The Put Settlement Sheet shall be in the form attached hereto as Exhibit C and incorporated herein by reference.

2.3 PUT FORMULA. The maximum amount that the Company shall be entitled to Put to the Investor per any applicable Put Notice an amount up to or equal to two hundred percent (200%) of the average of the daily trading volume (U.S. market only) of the Common Stock for the eight (8) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”) so long as the amount is at least $5,000 and does not exceed $250,000, as calculated by multiplying the Put Amount by the average daily VWAP for the eight (8) consecutive Trading Days immediately prior to the applicable Put Notice Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Notwithstanding the foregoing, the Company may not deliver a Put Notice on or earlier of the eighth (8^th) Trading Day immediately following the preceding Put Notice Date (the “Waiting Period”).

2.4 CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:

 i. a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Put Shares Due at all times until the Closing with respect to the applicable Put Notice;

 ii. at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon during the Pricing Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;

 iii. the Company has complied with its obligations and is otherwise not in material breach of or in material default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery to the Investor of the applicable Put Notice;

 iv. no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and

 v. the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.

If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

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2.5 MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.6, 7 and 8 of this Agreement, the closing of the purchase by the Investor of Securities (a “Closing”) shall occur on the date which is no earlier than five (5) Trading Days prior to and no later than seven (7) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each such Closing Date, if the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and that the Securities are eligible for inclusion in the FAST program, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities to be issued to the Investor on such date by crediting the account of the Investor’s prime broker (as specified by the Investor in a Put Settlement Sheet) with DTC through its DWAC service. If the Company is not DWAC eligible or the Company is under DTC “chill” on such Closing Date, the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Securities to be issued to the Investor on such date and registered in the name of the Investor (the “Certificate”). On such Closing Date, after receipt of confirmation of delivery of such Securities to the Investor, the Investor shall disburse the funds constituting the Purchase Amount to the Company’s designated account by wire transfer of (i) immediately available funds if the Investor receives the Securities by 9:30 a.m. (Pacific time) or (ii) next day available funds if the Investor receives the Securities thereafter.

2.6 OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.6.

2.7 LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

SECTION III

INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS

The Investor represents and warrants to the Company, and covenants, that:

3.1 SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time.

3.2 AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

3.3 SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. During the term of this Agreement, including without limitation any time after the “Effective Date,” the Investor, and its control persons, affiliates, principals and advisors, and any other person or entity acting by, through or in conjunction with any of them, shall not conduct or participate in any short selling or hedging of the Company’s common stock that is the subject of this Agreement or the Registration Rights Agreement.

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3.4 ACCREDITED INVESTOR. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

3.5 NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of limited liability company agreement or other organizational documents of the Investor.

3.6 OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company’s management.

3.7 INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).

3.8 NO REGISTRATION AS A DEALER. The Investor is not and will not be required to be registered as a “dealer” under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

3.9 GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State of Wyoming.

3.10 TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.

3.11 REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.

3.12 General Solicitation. The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3.13 TRANSFER RESTRICTIONS. The Securities may only be disposed of in compliance with federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act; provided, however, that in connection with any transfer of Securities pursuant to Rule 144, the Company may require the transferor to provide a customary Rule 144 sellers representation letter. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the Investor under this Agreement and the Registration Rights Agreement, as to issued Securities only.

SECTION IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and warrants to the Investor that:

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4.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Registered Offering Transaction Documents.

4.2 AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

 i. The Company has the requisite corporate power and authority to enter into and perform the Registered Offering Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof.

 ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s board of directors and no further consent or authorization is required by the Company, its board of directors, or its shareholders.

 iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company.

 iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of, 100,000,000 shares of the Common Stock, par value $.00001 per share, of which 46,585,814 were issued and outstanding as of June 23, 2016. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable.

Except as disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:

 i. no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company;

 ii. there are no outstanding debt securities;

 iii. there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries;

 iv. there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement);

 v. there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;



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vi. there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement;

vii. the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and

viii. there is no dispute as to the classification of any shares of the Company’s capital stock.

The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s Articles of Incorporation, as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

4.4 ISSUANCE OF SHARES. As of the Effective Date, the Company will have reserved the amount of Shares included in the Registration Statement for issuance pursuant to the Registered Offering Transaction Documents, which will have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot reserve a sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.

4.5 NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Registered Offering Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.

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4.6 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. To the Company’s knowledge, neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

4.7 ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

4.8 ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

4.9 ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

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4.10 NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents or required with respect to the Registered Offering Transaction Documents, as of the date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

4.11 EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s employ or otherwise terminate such officer’s employment with the Company.

4.12 INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

4.13 ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as currently conducted; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.

4.14 TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

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4.15 INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Company received a non-causal notice of non-renewal from its prior insurer and therefore went out to bid for its insurance requirements and chose to proceed with another provider and is currently fully covered.

4.16 REGULATORY PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses in the manner currently being conducted, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect.

4.17 INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of this Agreement, the Investor acknowledges having been advised that the Company’s internal controls over financial reporting, as disclosed in the Company’s Securities Act disclosures, are not effective. The Investor acknowledges having had the opportunity to conduct its own due diligence into the Company’s internal controls over financial reporting, and is satisfied that for the purposes of this Agreement and the Registration Rights Agreement, the Company has acceptable reasonable and appropriate financial and reporting protocols in effect.

4.18 NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

4.19 TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

4.20 CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents and except for transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from disinterested third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, consultants, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, such that disclosure would be required in the SEC Documents..

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4.21 DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The board of directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Registered Offering Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

4.22 LOCK-UP. The Company shall cause its officers, insiders, directors, and affiliates or other related parties under control of the Company, to refrain from selling Common Stock during each Pricing Period.

4.23 NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock to be offered as set forth in this Agreement.

4.24 NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.

SECTION V

COVENANTS OF THE COMPANY

5.1 BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 7 of this Agreement.

5.2 REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor has the right to sell all of the Securities without volume restrictions pursuant to Rule 144 promulgated under the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant to Section 8.

5.3 USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities (excluding amounts paid or to be paid by the Company for fees as set forth in the Registered Offering Transaction Documents, if any) for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the board of directors of the Company, in its good faith deem to be in the best interest of the Company.

5.4 FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.

5.5 RESERVATION OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Shares included in the Registration Statement for issuance pursuant to the Registered Offering Transaction Documents. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.

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5.6 LISTING. The Company shall use all commercially reasonable efforts to promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Registered Offering Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.

5.7 TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 10% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 10% or more beneficial interest (each a “Related Party”), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 10% or more equity interest in that person or entity, (ii) has 10% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

5.8 FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents in the form required by the 1934 Act, if such filing is required.

5.9 CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.

5.10 NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.

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5.11 TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is effective, following delivery of a Put Notice, the Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are covered for resale by the Registration Statement free of restrictive legends.

5.12 ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

SECTION VI

CONDITIONS OF THE COMPANY’S ELECTION TO SELL

There is no obligation hereunder of the Company to issue and sell the Securities to the Investor. However, an election by the Company to issue and sell the Securities hereunder, from time to time as permitted hereunder, is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

6.1 The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.

6.2 The Investor shall have delivered to the Company a Put Settlement Sheet in the form attached here to as Exhibit C on the Put Notice Date.

6.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

SECTION VII

FURTHER CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE

The obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.

7.1 The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.

7.2 The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company, provided that such suspensions occur prior to the Company’s delivery of the Put Notice related to such Closing).

7.3 The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time and the Company shall have materially performed, satisfied and complied with the covenants, agreements and conditions required by the Registered Offering Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4.3.

7.4 The Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.

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7.5 The board of directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”) and such Resolutions shall not have been materially amended or rescinded prior to such Closing Date.

7.6 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

7.7 The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore, on each Closing Date (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed), and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.

7.8 At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to the prospectus.

7.9 If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section 2.6 or the Company shall have obtained appropriate approval pursuant to the requirements of Delaware law and the Company’s Articles of Incorporation and By-laws.

7.10 The conditions to such Closing set forth in Section 2.4 shall have been satisfied on or before such Closing Date.

7.11 The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the necessary number of shares of Common Stock reserved for issuance.

SECTION VIII

TERMINATION

This Agreement shall terminate upon any of the following events:

 i. when the Investor has purchased an aggregate of Five Million Dollars ($5,000,000) in the Common Stock of the Company pursuant to this Agreement;

 ii. on the date which is thirty-six (36) months after the Effective Date; or

 iii. at such time that the Registration Statement is no longer in effect; or

 iv. at any time at the election of the Company upon 15 days written notice.

Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.

SECTION IX

SUSPENSION

This Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:

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 i. The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive Trading Days during the Open Period; or,

 ii. The Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal Market or the Registration Statement is no longer effective (except as permitted hereunder).

Immediately upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.

SECTION X

INDEMNIFICATION

In consideration of the parties mutual obligations set forth in the Registered Offering Transaction Documents, each of the parties (in such capacity, an “Indemnitor”) shall defend, protect, indemnify and hold harmless the other and all of the other party’s shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.

SECTION XI

MISCELLANEOUS

11.1 Law Governing this Agreement. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of Colorado without giving effect to any conflict of laws rule or principle that might require the application of the laws of another jurisdiction. Any dispute, claim, suit, action or other legal proceeding arising out of the transactions contemplated by this Agreement or the rights and obligations of each of the parties shall be brought only in a competent court in Denver, Colorado or in the federal courts of the United States of America located in Denver, Colorado. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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11.2 LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered Offering Transaction Documents (including but not limited to Section 5 of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.

11.3 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

11.4 HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.

11.5 SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

11.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties.

11.7 NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and email addresses for such communications shall be:

If to the Company:

American Cannabis Company, Inc.

5690 Logan St. Unit A

Denver, CO 80216

Attn: Corey Hollister

Email: hollister@americancannabisconsulting.com

If to the Investor:
Tangiers Global, LLC

Caribe Plaza Office Building 6th Floor, Palmeras St. # 53

San Juan, PR 00901
Attn:

Email: admin@tangierscapital.com

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Each party shall provide five (5) business days prior written notice to the other party of any change in address or email address.

11.8 NO ASSIGNMENT. This Agreement may not be assigned.

11.9 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

11.10 SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants set forth in Section 5, the indemnification provisions set forth in Section 10 and this Section 11, shall survive each of the Closings and the termination of this Agreement.

11.11 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, as determined solely by the Company in consultation with its counsel. The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

11.12 EXCLUSIVITY. The Company shall not pursue an equity line transaction similar to the transactions contemplated in this Agreement with any other person or entity until the earlier of (i) the Effective Date and (ii) termination of this Agreement in accordance with Section 8.

11.13 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

11.14 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.

11.15 REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.

11.16 PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

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11.17 COMMITMENT FEE. Upon the date of execution of this Agreement, the Company shall be required to issue to the Purchaser a 8% $50,000 promissory note as a commitment fee (the “Commitment Fee Note”). In the event that the S-1 is declared effective within 90 days following document execution, $25,000 will be automatically deducted from the balance of the Commitment Fee Note. In the event that the S-1 is declared effective within 135 days (but more than 90 days) following document execution, $15,000 will be automatically deducted from the balance of the Commitment Fee Note.

SECTION XII

NON-DISCLOSURE OF NON-PUBLIC INFORMATION

The Company shall not disclose non-public information to the Investor, its advisors, or its representatives.

Nothing in the Registered Offering Transaction Documents shall require or be deemed to require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money Managing Members or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

SECTION XIII

ACKNOWLEDGEMENTS OF THE PARTIES

Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock of the Company at any time; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.

[Signature Page to Follow.]

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Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms.

TANGIERS GLOBAL, LLC

By: /s/ Justin Ederle

Name: Justin Ederle

Title: Managing Member

AMERICAN CANNABIS COMPANY, INC.

By: /s/ Corey Hollister

Name: Corey Hollister

Title: President, Chief Executive Officer

[SIGNATURE PAGE OF INVESTMENT AGREEMENT]

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LIST OF EXHIBITS

EXHIBIT A Registration Rights Agreement

EXHIBIT B Put Notice

EXHIBIT C Put Settlement Sheet

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EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

See attached.

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EXHIBIT B

FORM OF PUT NOTICE

Date:

RE: Put Notice Number

Dear Mr.,

This is to inform you that as of today, American Cannabis Company, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Tangiers Global, LLC to purchase shares of its common stock. The Company hereby certifies that:

Put Amount in Shares.

The Pricing Period runs from _ until _.

The current number of shares of common stock issued and outstanding is: _.

The number of shares currently available for resale on the S-1 is: .

Regards,

American Cannabis Company, Inc.

By: ____

Name:

Title:

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EXHIBIT C

PUT SETTLEMENT SHEET

Date:

Dear Mr. ,

Pursuant to the Put given by American Cannabis Company, Inc. to Tangiers Global, LLC. (“TG”) on _ 201_, we are now submitting the purchase price for the shares of common stock.

Purchase Price per Share _______.

Shares Being Purchased_.

Total Purchase Price _.

Please have a certificate bearing no restrictive legend issued to TG immediately and send via DWAC to the following account:

[INSERT]

If not DWAC eligible, please send FedEx Priority Overnight to:

[INSERT ADDRESS]

Once these shares are received by us, we will have the funds wired to the Company.

Regards,

TANGIERS GLOBAL, LLC

By: _____________________

Name:

Title: Managing Member

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SCHEDULE 4.3

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EX-10.6 13 ammj982616s1ex10_6.htm

Exhibit 10.6

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”), dated as of August 4, 2016 (the “Execution Date”), is entered into by and between American Cannabis Company, Inc. (the “Company”), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.

RECITALS:

Whereas, pursuant to the Investment Agreement entered into by and between the Company and the Investor of this even date (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value of $.00001 per share (the “Common Stock”), up to an aggregate purchase price of Five Million Dollars ($5,000,000);

Whereas, as an inducement to the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant to the Investment Agreement.

 Now therefore, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION I
DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“1933 Act” shall have the meaning set forth in the recitals.

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar successor statute.

“Agreement” shall have the meaning set forth in the preamble.

“Claims” shall have the meaning set forth in Section 6.1.

“Common Stock” shall have the meaning set forth in the recitals.

“Company” shall have the meaning set forth in the preamble.

“Execution Date” shall have the meaning set forth in the preamble.

“Indemnified Damages” shall have the meaning set forth in Section 6.1.

“Indemnified Party” shall have the meaning set forth in Section 6.1.

“Indemnified Person” shall have the meaning set forth in Section 6.1.

“Investment Agreement” shall have the meaning set forth in the recitals.

“Investor” shall have the meaning set forth in the preamble.

“Investor’s Delay” shall have the meaning set forth in Section 3.5.

“New Registration Statement” shall have the meaning set forth in Section 2.3.

“Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

“Register,” “Registered,” and “Registration” refer to the Registration effected by preparing and filing one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

“Registration Period” shall have the meaning set forth in Section 3.1.

“Registrable Securities” means (i) the shares of Common Stock issuable pursuant to the Investment Agreement, and (ii) any shares of capital stock issuable with respect to such shares of Common Stock, if any, as a result of any stock splits, stock dividends, or similar transactions, which have not been (x) included in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.

“Registration Default” shall have the meaning set forth in Section 3.3.

“Registration Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.

“Rule 144” means Rule 144 promulgated under the 1933 Act or any successor rule of the SEC.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Staff” shall have the meaning set forth in Section 2.3.

“Violations” shall have the meaning set forth in Section 6.1.

All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement.

SECTION II
REGISTRATION

2.1 The Company shall use its best efforts to, within thirty (30) days of the Execution Date, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of 5,829,542 shares of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale 5,829,542 shares of Registrable Securities except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.

2.2 The Company shall use commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within thirty (30) days but no more than one hundred twenty (120) days after the Company has filed the Registration Statement(s).

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2.3 Notwithstanding the registration obligations set forth in Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform the Investor and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company shall use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement. Additionally, the Company shall have the ability to file one or more New Registration Statements to cover the Registrable Securities once the Shares under the initial Registration Statement referenced in Section 2.1 have been sold.

SECTION III
RELATED OBLIGATIONS

At such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2, the Company shall effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the following obligations:

3.1 Upon the effectiveness of such Registration Statement relating to the Registrable Securities, the Company shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities actually issued or that the Company has an obligation to issue under the Investment Agreement; or (B) the Investor has no right to acquire any additional shares of Common Stock under the Investment Agreement; or (C) the Investor may sell the Registrable Securities without volume limitations under Rule 144 (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Investor agrees to provide all information which it is required by law to provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s obligations set forth in this Agreement shall be conditioned on the receipt of such information.

3.2 The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.

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3.3 As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (“Registration Default”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result of the Company’s failure to timely file its financials or otherwise

3.4 The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the Registration Statement.

3.5 The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the "Investor's Delay") shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor's Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.

3.6 The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such information.

3.7 The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3.7.

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3.8 If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.

3.9 The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the disposition of such Registrable Securities.

3.10 The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

3.11 The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to the Registration Statement.

SECTION IV
OBLIGATIONS OF THE INVESTOR

4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.

4.2 The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.4 or the first sentence of Section 3.3, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.4 or the first sentence of Section 3.3.

SECTION V
EXPENSES OF REGISTRATION

All legal expenses of the Company incurred in connection with registrations shall be paid by the Company.

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SECTION VI
INDEMNIFICATION

In the event any Registrable Securities are included in the Registration Statement under this Agreement:

6.1 To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; (iii) any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v) any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement.

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6.2 In connection with any Registration Statement in which Investor is participating, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6.3, the Investor shall reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented.

6.3 Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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6.4 The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

SECTION VII

CONTRIBUTION

7.1 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities, or, if Registrable Securities are unsold, the value of such Registrable Securities.

SECTION VIII

REPORTS UNDER THE 1934 ACT

8.1 With a view to making available to the Investor the benefits of Rule 144 that may at any time permit the Investor to sell securities of the Company to the public without registration, provided that the Investor holds any Registrable Securities that are eligible for resale under Rule 144, the Company agrees to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act and (ii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

SECTION X

MISCELLANEOUS

9.1 NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and email addresses for such communications shall be:

If to the Company:

American Cannabis Company, Inc.

5690 Logan St. Unit A

Denver, CO 80216

Attn: Corey Hollister, CEO

Email:hollister@americancannabisconsulting.com

If to the Investor:
Tangiers Global, LLC

Caribe Plaza Office Building 6th Floor, Palmeras St. #53

San Juan, PR 00901

Email: admin@tangierscapital.com

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Each party shall provide five (5) business days prior written notice to the other party of any change in address or email address.

9.2 NO WAIVERS. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

9.3 NO ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.

9.4 ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions of this Agreement may be amended only with the written consent of the Company and Investor.

9.5 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared the same.

9.6 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

9.7 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.8 SEVERABILITY. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

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9.9 Law Governing this Agreement. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of Colorado without giving effect to any conflict of laws rule or principle that might require the application of the laws of another jurisdiction. Any dispute, claim, suit, action or other legal proceeding arising out of the transactions contemplated by this Agreement or the rights and obligations of each of the parties shall be brought only in a competent court in Colorado or in the federal courts of the United States of America located in Colorado. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

9.10 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

[Signature page follows]

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Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.

TANGIERS GLOBAL, LLC

By: /s/ Justin Ederle

NAME: Justin Ederle

Title: Managing Member

AMERICAN CANNABIS COMPANY, INC.

By: /s/ Corey Hollister

NAME: Corey Hollister

Title: President, Chief Executive Officer

[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]

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EX-10.7 14 ammj982616s1ex10_7.htm
Exhibit 10.7

Amended and Restated

8% Fixed Convertible Promissory Note

This AMENDED AND RESTATED 8% FIXED CONVERTIBLE NOTE is made and entered into as of August 4, 2016 by and between American Cannabis Company (the “Company”), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901 (collectively the “Parties”).

WHEREAS, the Company and Tangiers previously entered into an 8% Fixed Convertible Promissory Note dated June 23, 2016 in the Principal Sum of $50,000 (the “Original Note”).

WHEREAS, in reliance upon and consistent with its obligations under the June 23, 2016 Original Note, the Company, in a timely fashion consistent with Section 3.0 of that document, filed both Form 8-K with the Securities and Exchange Commission and issued a press release after meeting, conferring and obtaining the approval from Investor. Investor and Company agree that no further press release or Form 8-K need be filed reflecting this amendment and restatement.

WHEREAS, the Parties wish to amend and restate the Original Note to read as set forth herein.

NOW, THEREFORE, is consideration of the mutual covenants and promises set forth below, the Original Note is amended, and restated in its entirety, as set forth below.

Note: August 4, 2016

NEITHER THESE SECURITIES, NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE, HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES ARE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.

8% FIXED CONVERTIBLE PROMISSORY NOTE

OF

AMERICAN CANNABIS COMPANY, INC.

Issuance Date: August 4 , 2016

Total Face Value of Note: $50,000

This Note is a duly authorized Fixed Convertible Promissory Note of American Cannabis Company, Inc. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 8% Fixed Convertible Promissory Note due February 14, 2017 (“Maturity Date”) in the principal amount of $50,000 (the “Note”).

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For Value Received, the Company hereby promises to pay to the order of Tangiers Global, LLC or its registered assigns or successors-in-interest (“Holder”) the Principal Sum of $50,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 8% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof.

In the event the S-1 related to the Amended and Restated Investment Agreement dated August 4, 2016 and executed by the Holder and Company goes effective within 180 days of the effective date of the Original Note, the Maturity Date of this Note will be extended to April 14, 2017.

In addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 3.00(a), additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 18% per annum or the highest rate permitted by law (the “Default Rate”).

This Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C, the Irrevocable Transfer Agent Instructions and the ____ Amended and Restated Investment Agreement between the Company and Holder (the “Effective Date”).

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

“Conversion Price” shall be fixed at a price equal to $.1135.

“Principal Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount, prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii) any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to the Principal Amount.

“Principal Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.

“Trading Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.

“Underlying Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion.

Conversion Right. Following 180 days from the Effective Date of the Original Note and subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock as per the Conversion Price. The date of any conversion notice (“Conversion Notice”) hereunder shall be referred to herein as the “Conversion Date”.

(a) Registration: The Company will take any and all necessary action to have the S-1 declared effective by the SEC within 90 days after the Company has filed its registration statement. In the event that the S-1 is declared effective within 90 days following document execution, $25,000 will be automatically deducted from the balance of the Commitment Fee debenture. In the event that the S-1 is declared effective within 135 days (but more than 90 days) following document execution, $15,000 will be automatically deducted from the balance of the Commitment Fee debenture.

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(b) Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in DTC’s FAST program, the Company shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its DWAC program (provided that the same time periods herein as for stock certificates shall apply).

(c) Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(d) Delivery Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(e) Reservation of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership limitations contained herein) upon the conversion of this Note (consisting of the Principal Amount), under the formula in Section 3.00(c) below, to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.

The Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.

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(f) Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).

(g) Conversion Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.

(h) Shorting and Hedging. During the term of this Note the Holder, and its control persons, affiliates, principals and advisors, and any other person or entity acting by, through or in conjunction with any of them, shall not conduct or participate in any short selling or hedging of the Company’s common stock that is the subject of this Fixed Convertible Promissory Note.

(i) Conversion Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.

Section 2.00 Securities Laws Disclosure; Publicity. The Company and the Holder acknowledge that consistent with the terms of Section 3 of the Original Note executed on June 23, 2016, Company timely filed Form 8-K with the Securities and Exchange Commission and issued, with the approval of Holder, a press release disclosing the material terms of the transactions contemplated hereby. From and after the issuance of such press release, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents in connection with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Holder, or without the prior consent of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the United States Securities and Exchange Commission or any regulatory agency or Principal Market, without the prior written consent of the Holder, except to the extent such disclosure is required by law or Principal Market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.

The Company agrees that this is a material term of this Note and any breach of this Section 2.00 will result in a default of the Note.

Section 3.00 Defaults and Remedies.

4

(a) Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date; (ii) if the Company does not issue the press release or file the Current Report on Form 8-K, in each case in accordance with the provisions and the deadlines referenced Section 2.00; (iii) a default in the timely issuance of underlying shares upon and in accordance with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note, unless this Note expressly grants a different remedy period; (v) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (viii) any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (ix) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (x) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xi) any delisting from a Principal Market for any reason; (xii) failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; (xiii) failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xiv) any trading suspension imposed by the Securities and Exchange Commission (“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; or (xv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

(a) Remedies. If an event of default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 125% of the outstanding Principal Amount of this Note. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

(b) Conversion Formula Remedy. At any time and from time to time after a default occurs solely due to the fact that the Note is not retired on or before the Maturity Date (“Maturity Default”), subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock at the Default Conversion Price. The “Default Conversion Price” shall be equal to the lower of: (a) the Conversion Price or (b) 65% of the average of the two lowest closing bid prices of the Company’s common stock during the 10 consecutive trading days prior to the date on which Investor elects to convert all or part of the Note. For the purpose of calculating the Default Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered to be the beginning of the next Business Day. If the Company is placed on “chilled” status with the DTC, the discount shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible through it’s Transfer Agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 35% to 40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%.

5

Section 4.00 Representations and Warranties of Holder.

Holder hereby represents and warrants to the Company that:

(a) Holder is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”) for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.

(b) The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

(c) All corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations.

(d) Each certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or until registered under the 1933 Act:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

6

Section 5.00 General.

(a) Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(b) Assignment, Etc. The Holder may assign or transfer this Note to any transferee with the approval of the Company. If the Note is in default, the Holder may assign or transfer this Note to any transferee at its sole discretion.. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(c) Funding Window. The Company agrees that it will not enter into a convertible debt financing transaction with any party other than the Holder for a period of 90 Trading Days following the Effective Date. The Company agrees that this is a material term of this Note and any breach of this will result in a default of the Note

(d) Piggyback Registration Rights. Purposely withheld

(e) Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.

(f) Governing Law; Jurisdiction.

(i) Governing Law. This Note shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of Colorado without giving effect to any conflict of laws rule or principle that might require the application of the laws of another jurisdiction.

(ii) Jurisdiction and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the rights and obligations of each of the parties shall be brought only in a competent court in Colorado or in the federal courts of the United States of America located in Colorado.

(iii) No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note.

(iv) Delivery of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in any such action or proceeding has to be made by hand delivery of such process to its last known attorney as set forth in its most recent SEC filing.

(v) Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

7

(g) No Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC.

(h) Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.

[Signature Page to Follow]

8

IN WITNESS WHEREOF, the Company has caused this Amended and Restated 8% Fixed Convertible Promissory Note to be duly executed on the day and in the year first above written.

AMERICAN CANNABIS COMPANY, INC.

By: /s/ Corey Hollister

Name: Corey Hollister

Title: President, Chief Executive Officer

Email: hollister@americancannabisconsulting.com

Address: 5690 Logan Avenue, Unit A, Denver, CO 80216

This Amended and Restated 8% Fixed Convertible Promissory Note of August _ is accepted this day of , 2016 by

TANGIERS GLOBAL, LLC

By: /s/ Justin Ederle

Name: Justin Ederle

Title: Managing Member

9

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert all or part of that certain Amended and Restated 8% $50,000 Fixed Convertible Promissory Note identified as the Note)

DATE: ____________

FROM: Tangiers Global, LLC

Re: Amended and Restated 8% $50,000 Fixed Convertible Promissory Note (this “Note”) originally issued by American Cannabis Company, Inc., a Delaware corporation, to Tangiers Global, LLC on August 4, 2016.

The undersigned on behalf of Tangiers Global, LLC, hereby elects to convert $_ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of American Cannabis Company, Inc. (the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

_________

Date to Effect Conversion

_

Aggregate Principal Sum of Note Being Converted

__

Aggregate Interest on Amount Being Converted

_

Remaining Principal Balance

_

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

___

Signature

_

Name

_

Address

10

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

AMERICAN CANNABIS COMPANY, INC.

The undersigned, being directors of American Cannabis Company, Inc., a Delaware corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:

Convertible Note with Tangiers Global, LLC

The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Amended and Restated 8% Fixed Convertible Promissory Note in the amount of $50,000 with Tangiers Global, LLC.

The documents agreed to and dated August 4, 2016 are as follows:

Amended and Restated 8% Fixed Convertible Promissory Note of American Cannabis Company, Inc.

Irrevocable Transfer Agent Instructions

Certificate of Corporate Secretary

IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of August 4, 2016.

_____________

By:

Its:

11

EXHIBIT C

NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF

AMERICAN CANNABIS COMPANY, INC.

(Two Pages)

The undersigned is the duly elected Corporate Secretary of American Cannabis Company, Inc., a Delaware corporation (the “Company”).

I hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records, including, but not limited to, the Company’s records relating to the following:

(A) The issuance of that certain Amended and Restated 8% Fixed Convertible Promissory Note dated August 4, 2016 (the “Note Issuance Date”) issued to Tangiers Global, LLC (the “Holder”) in the stated original principal amount of $50,000 (the “Note”);

(B) The Company’s Board of Directors duly approved the issuance of the Note to the Holder;

(C) The Company has not received and does not contemplate receiving any new consideration from any persons in connection with any later conversion of the Note and the issuance of the Company’s Common Stock upon any said conversion;

(D) To my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records, I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors, or directly or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status in the one hundred (100) days immediately preceding the date of this Certificate;

(E) The Company’s Board of Directors have approved duly adopted resolutions approving the amended and restated Irrevocable Instructions to the Company’s Stock Transfer Agent dated August 4, 2016;

(F) Mark the appropriate selection:

_ The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or

SThe Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, (ii) since March 13, 2013, it has no longer been a shell company, as so defined, and (iii) on April 15 2014, it provided Form 10-type information in a filing with the Securities and Exchange Commission.

(G) I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.

(H) I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Global, LLC in connection with the preparation of a legal opinion.

I hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.

**Signed: /s/ Corey Hollister Date: August 4 , 2016

Name: Corey Hollister Title: President

Chief Executive Officer

12

EX-23.1 15 ammj982616s1ex23_1.htm

Exhibit 23.1

PRITCHETT, SILER & HARDY, P.C.**

CERTIFIED PUBLIC ACCOUNTANTS

A PROFESSIONAL CORPORATION

1438 NORTH HIGHWAY 89, SUITE 130

FARMINGTON, UTAH 84025

_______________

(801) 447-9572 FAX (801) 447-9578

To Whom It May Concern:

We hereby consent to the inclusion of our Report of Independent Registered Public Accounting Firm dated April 11, 2016 in S-1 dated September 9, 2016 on the balance sheet of American Cannabis Company, Inc. for the years ended December 31, 2015 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2015.

In addition, we consent to the reference to us under the heading "Experts" in the S-1.

/s/ Pritchett, Siler & Hardy, P.C

Pritchett, Siler & Hardy, P.C

Salt Lake City, Utah

September 9, 2016

EX-23.2 16 ammj982616s1ex23_2.htm
Exhibit 23.2

To Whom It May Concern:

We hereby consent to the use in the Registration Statement of American Cannabis Company, Inc. (formerly Brazil Interactive Media, Inc.) on Form S-1 of our Report of Independent Registered Public Accounting Firm, dated April 13, 2015, on the consolidated balance sheet of American Cannabis Company, Inc. (formerly Brazil Interactive Media, Inc.) as of December 31, 2014 and the related consolidated statements of operations, movement in stockholders’ equity and consolidated cash flows for the year then ended which appear in such Registration Statement.

We also consent to the references to us under the headings “Experts” in such Registration Statement.

Very truly yours,

Cutler & Co. LLC

Wheat Ridge, Colorado

September 8, 2016



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Document and Entity Information - shares
6 Months Ended

Jun. 30, 2016

Aug. 30, 2016

Document And Entity Information

Entity Registrant Name American Cannabis Company, Inc.

Entity Central Index Key 0000945617

Document Type S-1

Document Period End Date Jun. 30, 2016

Amendment Flag false

Current Fiscal Year End Date --12-31

Is Entity a Well-known Seasoned Issuer? No

Is Entity a Voluntary Filer? No

Is Entity's Reporting Status Current? Yes

Entity Filer Category Smaller Reporting Company

Entity Common Stock, Shares Outstanding 46,663,474

Document Fiscal Year Focus 2016

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XML 22 R2.htm IDEA: XBRL DOCUMENT v3.5.0.2

Consolidated Balance Sheets - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Current assets

Cash and cash equivalents $ 228,654 $ 555,780 $ 165,213

Accounts receivable, net 151,736 48,285 57,642

Deposits 6,500 9,345 181,941

Inventory 67,728 67,435 44,606

Prepaid expenses and other current assets 50,763 32,117 12,325

Total current assets 505,381 712,962 461,727

Property and equipment-Cost 20,247 18,585 9,927

Accumulated depreciation (7,614) (5,137) (1,562)

Property and equipment, net 12,633 13,448 8,365

Other Assets

Deposits 4,500 4,500 0

Total Other Assets 4,500 4,500 0

Total assets 522,514 730,910 470,092

Current liabilities

Accounts payable 71,843 218,334 62,136

Advances from clients 115,550 220,966 173,528

Convertible note, net of discount 139,065 60,252 24,551

Accrued and other current liabilities 71,750 93,468 125,518

Total current liabilities 398,208 593,020 385,733

Total liabilities 398,208 593,020 385,733

Stockholders equity

Common stock, $0.00001 par value; 100,000,000 shares authorized; 44,808,731 and 44,518,750 issued and outstanding at December 31, 2015 and December 31, 2014, respectively 465 448 446

Common stock to be issued, 898,940 and 30,000 shares, respectively

Additional paid-in capital 4,353,439 4,268,708 3,699,526

Accumulated deficit (4,229,598) (4,131,266) (3,615,613)

Total stockholders equity 124,306 137,890 84,359

Total liabilities and stockholders' equity $ 522,514 $ 730,910 $ 470,092

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Consolidated Balance Sheets (Parenthetical) - $ / shares

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Dec. 31, 2015

Dec. 31, 2014

Statement of Financial Position [Abstract]

Common stock Par Value $ 0.00001 $ .00001 $ 0.00001

Common Stock Shares Authorized 100,000,000 100,000,000 100,000,000

Common Stock Shares Issued 46,585,814 44,808,731 44,518,750

Common Stock Shares Outstanding 46,585,814 44,808,731 44,518,750

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Consolidated Statements of Operations - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Revenues

Consulting services $ 211,863 $ 268,488 $ 459,473 $ 464,058 $ 693,225 $ 677,633

Products and equipment 231,785 200,257 524,579 448,354 2,106,662 581,379

Total revenues 443,648 468,745 984,052 912,412 2,799,887 1,259,012

Costs of revenues

Cost of consulting services 51,278 88,632 99,800 146,483 182,161 322,134

Cost of products and equipment 145,848 176,347 380,857 401,998 1,817,952 449,342

Total cost of revenues 197,126 264,979 480,657 548,481 2,000,113 771,476

Gross profit 246,522 203,766 503,395 363,931 799,774 487,536

Operating expenses

General and administrative 307,953 130,454 531,440 252,578 687,082 3,652,181

Investor Relations 893 56,286 18,068 187,702 307,069 23,132

Selling and marketing 19,662 113,224 40,477 207,529 307,474 190,164

Research and development 1,413 11,350 1,413 41,722 51,115 12,863

Total Operating expenses 329,921 311,314 591,398 689,531 1,352,740 3,878,340

Loss from Operations (83,399) (107,548) (88,003) (325,600) (552,966) (3,390,804)

Other income (expense)

Gain on extinguishment of debt 72,771 72,771 72,771 35,000

Interest Income (expense) (1,376) (8,837) (10,329) (17,623) (35,458) (263,388)

Total Other Income (expense) (1,376) 63,934 (10,329) 55,148 37,313 (228,388)

Loss before taxes (84,775) (43,614) (98,332) (270,452) (515,653) (3,619,192)

Income tax expense (benefit) 0 0

NET LOSS $ (84,775) $ (43,614) $ (98,332) $ (270,452) $ (515,653) $ (3,619,192)

Basic and diluted net income (loss) per common share $ 0 $ 0 $ 0 $ (0.01) $ (0.01) $ (0.11)

Basic and diluted weighted average common shares outstanding 46,375,168 45,752,033 45,628,580 45,275,183 44,637,046 32,545,546

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Consolidated Statements of Cash Flows - USD ($)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

CASH FLOW FROM OPERATING ACTIVITIES:

Net loss $ (98,332) $ (270,452) $ (515,653) $ (3,619,192)

Adjustments to reconcile net income (loss) to net cash (used in) operating activities:

Depreciation 2,477 1,474 3,575 1,077

Amortization of discount on convertible notes payable 10,372 17,704 35,701 263,215

Stock-based compensation to employees 14,422 80,394 124,099 3,320,328

Stock-based compensation to service providers 9,198 107,385 195,087 31,500

Gain on extinguishment of debt (72,771) (72,771) (35,000)

Bad debt expenses 13,344 0 30,753 9,338

Changes in operating assets and liabilities

Accounts receivable (116,795) (44,842) (21,396) (65,730)

Deposits current and non-current 2,845 102,202 168,096 (181,941)

Inventory (293) (25,600) (22,829) (44,606)

Prepaid expenses and other current assets (18,646) (5,606) (19,792) (7,807)

Advances from clients (105,416) (144,115) 47,438 162,419

Accrued and other current liabilities (31,214) (1,511) 40,720 120,381

Accounts payable (146,491) 80,370 156,196 61,780

Net Cash provided by Operating Activities (464,529) (175,368) 149,225 34,062

CASH FLOW FROM INVESTING ACTIVITIES:

Cash assumed from Brazil Interactive Media, Inc., net of expenses 0 90,181

Purchases of property and equipment (8,658) (7,677)

Net cash provided by (Used in) Investing Activities (8,658) 82,504

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issuance of common shares to founders 250,000 0

Distributions to stockholders 0 (4,000)

Proceeds from stock-based compensation 0 50

Proceeds from short-term notes payable 0 35,000

Proceeds from issuance of convertible notes payable 139,065

Proceeds from issuance of common shares 250,000

Net cash Provided by Financing Activities 139,065 250,000 250,000 31,050

NET INCREASE IN CASH (327,126) 62,300 390,567 147,616

CASH AT BEGINNING OF PERIOD 555,780 165,213 165,213 17,597

CASH AT END OF YEAR 228,654 227,513 555,780 165,213

Supplemental disclosure of cash flow information:

Cash paid during the period for interest (80) 261

Cash paid (received) during the period for income taxes, net

Supplemental disclosure of non-cash transactions

Conversion of notes payable to shares of common stock $ 70,326

Convertible notes payable assumed from Brazil Interactive Media, Inc., net of accumulated discount amortization $ (84,836)

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XML 26 R6.htm IDEA: XBRL DOCUMENT v3.5.0.2

Consolidated Shareholders Equity - USD ($)

Common Stock Shares Issuable

Common Stock

Additional Paid-In Capital

Retained Earnings

Total

Beginning Balance, Shares at Dec. 31, 2013 25,368,502

Beginning Balance, Value at Dec. 31, 2013 $ 254 $ 546 $ 7,579 $ 8,379

Distribution to stockholders (4,000) (4,000)

Stock-based compensation granted prior to merger, Shares 6,342,126

Stock-based compensation granted prior to merger, Amount $ 64 3,133,009 3,133,073

Recapitalization upon Reverse Merger, Shares 8,714,372

Recapitalization upon Reverse Merger, Value $ 87 5,258 5,345

Stock-based compensation - restricted shares 40,903 40,903

Stock-based compensation - warrants $ 146,551 $ 146,551

Common shares issuable for services to related party at Dec. 31, 2014 30,000 18,300 18,300

Common shares issued for services, Shares 50,000

Common shares issued for services, Value $ 1 $ 31,499 $ 31,500

Conversion of convertible notes payable to common shares, Shares 4,043,750

Conversion of convertible notes payable to common shares, Value $ 40 323,460 323,500

Net income (loss) (3,619,192) (3,619,192)

Ending Balance, Shares at Dec. 31, 2014 30,000 44,518,750

Ending Balance, Value at Dec. 31, 2014 $ 446 3,699,526 (3,615,613) 84,359

Common shares issued for services, Shares 35,607 250,000

Common shares issued for services, Value $ 2 195,085 195,087

Shares issued for cash, Shares 833,333

Shares issued for cash, Amount 250,000 250,000

Stock based compensation granted to employees, Shares 164,981

Stock based compensation granted to employees, Amount $ 2 124,097 124,099

Recension and cancellation of common shares, Shares (125,000)

Recension and cancellation of common shares, Amount $ (2) (2)

Net income (loss) (515,653) (515,653)

Ending Balance, Shares at Dec. 31, 2015 898,940 44,808,731

Ending Balance, Value at Dec. 31, 2015 $ 448 $ 4,268,708 $ (4,131,266) 137,890

Common shares issued for services, Value 9,198

Net income (loss) (98,332)

Ending Balance, Value at Jun. 30, 2016 $ 124,306

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XML 27 R7.htm IDEA: XBRL DOCUMENT v3.5.0.2

1. Description of the Business
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Accounting Policies [Abstract]

1. Description of the Business
Note 1. Description of the Business

American Cannabis Company, Inc. and its subsidiary Company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”), (collectively “the “Company”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. The Company provides advisory and consulting services specific to this industry, designs industry-specific products and facilities, and manages a strategic group partnership that offers both exclusive and non-exclusive customer products commonly used in the industry. American Cannabis Company, Inc. is a publicly listed company quoted on the OTCQB under the symbol “AMMJ”.

Note 1. Description of the Business

American Cannabis Company, Inc. and its subsidiary Company, Hollister& Blacksmith, Inc., doing business as American Cannabis Consulting (“American Cannabis Consulting”), (collectively “the “Company”) are based in Denver, Colorado and operate a fully-integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been de-criminalized for medical use and/or legalized for recreational use. We provide advisory and consulting services specific to this industry, design industry-specific products and facilities, and sell both exclusive and non-exclusive customer products commonly used in the industry.

American Cannabis Company, Inc. is a publicly listed Company quoted on the OTCQB under the symbol “AMMJ”.

American Cannabis Company, Inc. was incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical diagnostic products using immunology and molecular biologic technologies.

On March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of issued and outstanding share capital of Brazil Interactive Media, Inc. (“BIMI”), which operated as a Brazilian interactive television company and television production company through its wholly owned Brazilian subsidiary company EsoTV Brasil Promoção Publicidade Licenciamento e Comércio Ltda. (“EsoTV”). Naturewell’s Articles of Incorporation were amended to reflect a new name: Brazil Interactive Media, Inc.

On May 15, 2014, BIMI entered into a merger agreement (“the Merger Agreement”) to acquire 100% of the issued and outstanding shares of American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (“the Separation Agreement”). Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently amended its Articles of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis Company, Inc changed its stock symbol from BIMI to AMMJ.

The foregoing descriptions of the Merger Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by the terms of such agreements, which are filed as exhibits to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 3, 2014.

Immediately following the completion of the Merger Agreement, former shareholders of American Cannabis Consulting owned 31,710,628 shares of American Cannabis Company, Inc.’s common stock representing 78.44% of American Cannabis Company, Inc.’s issued and outstanding share capital. Accordingly, American Cannabis Consulting was deemed to have been the accounting acquirer in a Reverse Merger which resulted in a recapitalization of the Company. Consequently, the Company’s financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.

See Note 14. “Stockholders’ Equity” for further information regarding the accounting related to the Reverse Merger.

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The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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2. Summary of Significant Accounting Policies
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Accounting Policies [Abstract]

2. Summary of Significant Accounting Policies
Note 2. Summary of Significant Accounting Policies

Basis of Accounting*

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31. Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Reclassifications

Prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Significant Clients and Customers

For the three months ended June 30, 2016, four customers individually accounted for $494,003 of the Company’s total revenues; these customers accounted for approximately 79% of the Company’s total revenues for the period. For the six months ended June 30, 2016, six customers individually accounted for $834,907 of the Company’s total revenues; these customers accounted for approximately 71% of the Company’s total revenues for the period.

For the three months ended June 30, 2015, two customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 63% of the Company’s total revenues for the period. For the six months ended June 30, 2015, three customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 70% of the Company’s total revenues for the period. For the three months ended June 30, 2014, three customers individually accounted for 10% or more and 65% in aggregate of the Company’s total revenues. For the six months ended June 30, 2014, three customers individually accounted for 10% or more and 66% in aggregate of the Company’s total revenues.

Net Income (Loss) Per Common Share

The Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Due to the Company’s net losses for the three and six months ended June 30, 2016 and June 30, 2015, any potentially dilutive shares outstanding as of June 30, 2016 and June 30, 2015 respectively, were not presented in the EPS computations, as their effect would have been antidilutive.

Recent Accounting Pronouncements

The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and it does not believe any of these pronouncements will have a material impact on the Company.

Reclassifications

Prior year amounts have been reclassified to conform to the current year presentation.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31.

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.

The company maintains its cash balances in three national financial institutions. Accounts at these institutions are insured by Federal Deposit Insurance Corporation insurance for up to $250,000 per institution. For the years ended December 31, 2015 and 2014, the Company had uninsured balances of $267,238 and $0, respectively. Management believes that these financial institutions are financially sound and the risk of loss is minimal.

Restricted Cash

Restricted cash is recorded at cost, which approximates fair value. There was no restricted cash included in current assets on our balance sheets as of December 31, 2015 and December 31, 2014. Restricted cash previously related to remaining proceeds from a short-term note entered into on March 21, 2014 and fully satisfied on May 15, 2014 (see Note 7. Convertible Notes Payable).

Inventory

Inventory is comprised of products and equipment owned by the Company to be sold to end-customers. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of December 31, 2014, market values of all of the Company’s inventory were greater than cost, and accordingly, no such valuation allowances was recognized. As of December 31, 2015 and December 31, 2014, the Company had capitalized $57,170 and $40, 051 of costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems; and accordingly, no amortization or depreciation expense was recorded related to this asset for each year, then ended.

Deposits

Deposits is comprised of advance payments made to third parties, primarily for inventory for which the Company has not yet taken title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below).

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.

Accounts Receivable

Accounts receivable are recorded at the net value of face amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and, based on a method of specific identification of any accounts receivable for which it deems the net realizable value to be less than the gross amount of accounts receivable recorded, establishes an allowance for doubtful accounts for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Company’s actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their inability or unwillingness to pay the Company’s fees, it may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant services.

The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of December 31, 2015 and December 31, 2014 our allowance for doubtful accounts was $8,419 and $9,338, respectively. For December 31, 2015 and December 31, 2014, we recorded bad debt expense of $30,753 and $9,338, respectively, which is reflected as a component of general and administrative expenses on the consolidated statement of operations.

Significant Customers

For the year ended December 31, 2015 and December 31, 2014, in the aggregate, three customers and two customers, respectively, accounted for 74% and 52% of the Company’s total revenues for each respective period.

On a geographical basis, for the year ended December 31, 2015, approximately 91% and 9% of our total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2014, approximately 70% and 30% of our total revenues for the period were generated from the United States and Canada, respectively.

Property and Equipment, net

Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service. Property and equipment is reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” The Company had not capitalized any interest as of December 31, 2014 and 2013.

Accounting for the Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during the year ended December 31, 2015 and December 31, 2014.

Beneficial Conversion Feature

If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Revenue Recognition

Revenue is recognized in accordance with FASB ASC Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a time basis, for a fixed-fee or on a contingent fee basis. Generally, a prepayment or retainer is required prior to performing services.

Revenues from time-based engagements are recognized as the hours are incurred by the Company.

Revenues from fixed-fee engagements are recognized under the completed or proportional performance methods. Management reviews arrangement to determine whether or not the fixed-fee is for a final deliverable or act which is significant to the arrangement as a whole. If it is, revenue is recognized under the completed performance method, in which revenue is recognized once the final act or deliverable is performed or delivered. Revenue recognized under the proportional performance method is recognized as services are performed. Under this method, the Company estimates the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable in order to determine the amount of revenue to be recognized. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended December 31, 2015 and December 31, 2014, no such losses have occurred. The Company believes if an engagement terminates prior to completion it can recover the costs incurred related to the services provided.

The Company occasionally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured.

The Company’s arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices charged when each element is sold separately or by other vendor-specific objective evidence (“VSOE”), or estimates of stand-alone selling prices. Revenues are recognized in accordance with the Company’s accounting policies for the elements as described above. The elements qualify for separation when the deliverables have value on a stand-alone basis and the value of the separate elements can be established by VSOE or an estimated selling price.

While assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily identifiable as the Company also sells those elements individually outside of a multiple services engagement. Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable by either party upon sufficient notice and do not include provisions for refunds relating to services provided.

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue.

Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis.

Revenue from product and equipment sales, including delivery fees, is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred and collectability is reasonably assured. Generally, our suppliers’ drop-ship orders to our clients with origin terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. During the year ended December 31, 2015 and December 31, 2014, sales returns were not significant and as such, no sales return allowance had been recorded as of December 31, 2015 nor at December 31, 2014. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

Costs of Revenues

The Company’s policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.

Advertising and Promotion Costs

Advertising and promotion costs are included as a component of selling and marketing expense and are expensed as incurred. During the year ended December 31, 2015 and December 31, 2014, these costs were $79,989 and $29,858, respectively.

Shipping and Handling Costs

For product and equipment sales, shipping and handling costs are included as a component of cost of revenues.

Stock-Based Compensation

Restricted shares are awarded to employees and service providers and entitle the grantee to receive shares of common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date hasbeen one year from the grant date. During the years ended December 31, 2015 and December 31, 2014, stock-based compensation expense for restricted shares was $319,187 and $3,370,128, respectively. Compensation expense for warrants and options is based on the fair value of the instruments on the grant date, which is determined using the Black-Scholes valuation model, and are expensed over the expected term of the awards. During the year ended December 31, 2015 and December 31, 2014, compensation expense for warrants and options was $0 and $146,551, respectively.

Income Taxes

Our corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation during the year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporation’s taxable income. Accordingly, we were only subject to income taxes for a portion of 2014. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended December 31, 2015 and December 31, 2014, due to cumulative losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2015 and December 31, 2014, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. The years 2010 to 2015 remain subject to examination by the Company’s major tax jurisdictions

Net Income (Loss) Per Common Share

The Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

See Note 10. Related Party Transactions for associated disclosures.

Reclassifications

Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern . Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2016. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9”), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its consolidated financial statements and related disclosures.

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3. Accounts Receivable, net
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Receivables [Abstract]

3. Accounts Receivable, net
Note 3. Accounts Receivable, net

Accounts receivable, net, was comprised of the following as of June 30, 2016 and December 31, 2015:

30-Jun-16 31-Dec-15

Gross accounts receivable $ 154,222 $ 56,704

Less: allowance for doubtful accounts (2,486 ) (8,419 )

Accounts receivable, net $ 151,736 $ 48,285

The Company had bad debt expense during the six months ended June 30, 2016 and 2015 of $13,344 and $0, respectively. During the six months ended June 30, 2016 and 2015, the Company wrote-off old receivables and their related allowances for bad debts of $19,277 and $0, respectively.

Note 3. Accounts Receivable, net

Accounts receivable, net, was comprised of the following:

December 31, 2015 December 31, 2014

Gross accounts receivable $ 56,704 $ 66,980

Less: allowance for doubtful accounts (8,419 ) (9,338 )

Accounts receivable, net $ 48,285 $ 57,642

For the years ended December 31, 2015 and December 31, 2014, the Company had bad debt expense of $30,753 and $9,338, respectively.

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-Paragraph 4
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4. Deposits
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Banking and Thrift [Abstract]

4. Deposits
Note 4. Deposits

Deposits were comprised of the following as of June 30, 2016 and December 31, 2015:



30-Jun-16 31-Dec-15

Inventory deposits $ 6,500 $ 9,345

Operating lease deposits included in other Assets 4,500 4,500

Deposits $ 11,000 $ 13,845

Inventory deposits as of June 30, 2016 and December 31, 2015 reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

Note 4. Deposits

Deposits was comprised of the following as of December 31, 2015 and 2014:

December 31, 2015 December 31, 2014

Inventory deposits $ 9,345 $ 179,941

Operating lease deposits 0 2,000

Deposits $ 9,345 $ 181,941

Inventory deposits reflect down payments made to suppliers or manufacturers under inventory purchase agreements.

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-Subparagraph (SX 210.9-03.12)
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5. Inventory
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Inventory Disclosure [Abstract]

5. Inventory
Note 5. Inventory

Inventory as of June 30, 2016 and December 31, 2015 of $67,728 and $67,435, respectively, was fully comprised of finished goods.

Note 5. Inventory

Inventory as of December 31, 2015 and December 31, 2014 of $67,435 and $44,606 was comprised of finished goods in-transit to customers and also costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems. The cost of this demo inventory was 57,170 as of December 31, 2015 and $40,051 as of December 31, 2014.

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6. Prepaid expenses and other current assets
6 Months Ended

Jun. 30, 2016

Notes to Financial Statements

6. Prepaid expenses and other current assets
Note 6. Prepaid expenses and other current assets

Prepaid expenses and other current assets was comprised of the following as of June 30, 2016 and December 31, 2015:

30-Jun-16 31-Dec-15

Prepaid Insurance $ 2,350 $ 5,572

Prepaid Legal Services (Retainers) 37,900 12,900

Other prepayments to suppliers 10,513 13,645

Deposits $ 50,763 $ 32,117

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6. Property and Equipment, net
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

6. Property and Equipment, net
Note 7. Property and Equipment, net

Property and equipment, net, was comprised of the following as of June 30, 2016 and December 31, 2015:

30-Jun-16 31-Dec-15

Office equipment $ 9,275 $ 7,472

Furniture and fixtures 8,635 8,777

Machinery and equipment 2,337 2,336

Property and equipment, gross 20,247 18,585

Less: accumulated depreciation (7,614 ) (5,137 )

Property and equipment, net $ 12,633 $ 13,448

The Company recorded depreciation expense of $1,256 and $758 during the three months ended June 30, 2016 and 2015, respectively. During the six months ended June 30, 2016 and 2015, the Company recorded depreciation expense of $2,470 and $1,474, respectively.

Note 6. Property and Equipment, net

Property and equipment, net, was comprised of the following:

December 31, 2015 December 31, 2014

Office equipment $ 7,472 $ 5,742

Furniture and fixtures 8,777 2,935

Machinery and equipment 2,336 1,250

Property and equipment, gross 18,585 9,927

Less: accumulated depreciation (5,137 ) (1,562 )

Property and equipment, net $ 13,448 $ 8,365

For the year ended December 31, 2015 and December 31, 2014, the Company recorded depreciation expense of $3,575 and $1,077, respectively.

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7. Convertible Notes Payable
12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

7. Convertible Notes Payable
Note 7. Convertible Notes Payable

On April 24, 2014, Brazil Interactive Media, Inc. issued convertible notes payable in the total amount of $395,000. The convertible notes payable have a maturity date of April 24, 2016, pay zero interest, and are convertible until maturity at the holders’ discretion into shares of the Company’s common stock at $0.08 per share. Brazil Interactive Media, Inc.’s share price on April 24, 2014 was $0.24 and accordingly, the intrinsic value of the beneficial conversion feature attached to these convertible notes payable was $590,000. However, as the amount of debt discount to be recognized cannot exceed the face value of the convertible notes payable, the convertible notes payable were discounted by the maximum permissible amount of $395,000 due to the intrinsic value of the beneficial conversion option.

During the period from April 24, 2014 through the effective date of the Merger, September 29, 2014, no convertible notes payable were converted into shares of Brazil Interactive Media, Inc. common stock and $84,836 debt discount was amortized during the period. Accordingly as at the effective date of the Reverse Merger, September 29, 2014, a total of $395,000 of convertible notes payable and unamortized debt discount of $310,164 was recognized in the Company’s consolidated financial statements.

During the period from September 29, 2014 to December 31, 2014, $323,500 of the convertible notes payable were converted into 4,043,750 shares of common stock and $263,215 of debt discounted was amortized in the period. The balance of unamortized debt discount outstanding in respect of convertible notes payable that converted into shares of American Cannabis Company, Inc. common stock was amortized in full at the date of conversion.

As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Company’s balance sheet as convertible notes payable, net. As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Company’s balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11^th, 2016, the maturity date on this note has been renegotiated to April 24^th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.

On May 15, 2014, as a result of the issuance of the convertible notes payable, a secured promissory note that American Cannabis Consulting had originally entered into on March 21, 2014 was deemed to be fully satisfied. This secured promissory note had a principal amount of $35,000 and an interest rate of 5% per annum. The Company recorded interest expense related to this note of $260 during the year ended December 31, 2014. The Company recorded a gain on debt extinguishment of $35,000 during the year ended December 31, 2014.

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8. Notes Payable
6 Months Ended

Jun. 30, 2016

Payables and Accruals [Abstract]

8. Notes Payable

Note 8. Notes Payable

As of June 30, 2016 and December 31, 2015, the Company reflected convertible notes payable as follows:

Principal balance Loan Discount Accrued Interest Total

Balance as of December 31, 2015 $ 71,500 (11,248 ) $ — $ 60,252

Issued in the period 150,000 (10,935 ) — 139,065

Amortization of debt discount — 10,075 — 10,075

Converted into shares of common stock (71,500 ) 1,173 — (70,327 )

Balance as of June 30, 2016 $ 150,000 (10,935 ) $ — $ 139,065

The Company had convertible debentures which were originally issued on April 24, 2014, maturing on April 24, 2016, paid zero interest, and were convertible until maturity at the holders’ discretion into shares of the Company’s common stock at $0.08 per share. On April 11th, 2016, the maturity date on this note was renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of a partial conversion of this note in the amount of $58,000 that was converted into 725,000 shares of common stock at a price of $0.08 per share. On May 6, 2016, the Company received notice for the conversion of the balance of the note in the amount of $13,500 that was converted into 168,750 shares of common stock at a price of $0.08 per share. Based on this conversion, as of June 30, 2016, the Company had remaining convertible debentures in the total amount of $0, and any unamortized debt discount remaining on the date of conversion was amortized in full to interest expense.

On June 23, 2016, the Company entered into two convertible promissory notes: one for $50,000 and one for $330,000. As of the date of this filing, the Company received $150,000 in proceeds and recorded a discount of $10,935. The maturity date for each note is February 14, 2017. Each note pays 8% fixed interest and is convertible at the holder’s discretion into shares of the Company’s common stock at a fixed price of $0.1135 per share. On August 4, 2016 the notes were amended and restated to delete portions of the notes that originally provided for a conversion formula used to determine the price per share and to delete a provision that provided for repayment of the notes through a separate investment agreement providing for the Company to sell its registered shares to an investor (See Subsequent Events Note 14).

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-Subparagraph (SX 210.5-02.19(a),20,24)
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8. Accrued and Other Current Liabilities
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Payables and Accruals [Abstract]

8. Accrued and Other Current Liabilities
Note 9. Accrued and Other Current Liabilities

Accrued and other current liabilities was comprised of the following at June 30, 2016 and December 31, 2015:

30-Jun-16 31-Dec-15

Accrued payroll liabilities $ 9,808 $ 18,185

Accrual for products sold and shipped (in transit) 46,417 64,050

Other accruals 15,525 11,233

Accrued and other current liabilities $ 71,750 $ 93,468

Note 8. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

December 31, 2015 December 31, 2014

Accrued legal fees $ 0 0

Accrued payroll liabilities 18,185 11,522

Accrued accounting fees 0 5,000

Due to directors 0 1,999

Accrual for inventory products sold and shipped (in transit) 64,050 0

Other 11,233 5,488

Accrued and other current liabilities $ 93,468 $ 125,518

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9. Net Income (Loss) per Common Share
12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

9. Net Income (Loss) per Common Share
Note 9. Net Income (Loss) per Common Share

The following is a reconciliation of weighted common shares outstanding used in the calculation of basic and diluted net income (loss) per common share:

Year Ended Year Ended

December 31, 2015 December 31, 2014

Net income (loss) $ (515,653 ) $ (3,619,192 )

Weighted average shares used for basic net income (loss) per common share 44,637,046 32,542,940

Incremental diluted shares — —

Weighted average shares used for diluted net income (loss) per common share 44,637,046 32,542,940

Net income (loss) per common share:

Basic $ (0.11 ) $ (0.01 )

Diluted $ (0.11 ) $ (0.01 )

As of December 31, 2015, no potentially dilutive shares were issued or outstanding. As a result of the net loss for the period, the Company excluded 681,569 total shares from its calculation of diluted net income (loss) per common share for the year ended December 31, 2014 because their effect would have been antidilutive. These shares were comprised of 38,255 shares of common stock, 26,289 of warrants and 617,055 of share equivalents associated with convertible notes payable.

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-Subparagraph (SX 210.5-03.21)
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10. Related Party Transactions
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Related Party Transactions [Abstract]

10. Related Party Transactions
Note 10. Related Party Transactions

During the six months ended June 30, 2016, the Company incurred $14,500 of expense for accounting services payable to JDE Development LLC, a company in which Jesus M Quintero, the Company’s Chief Financial Officer, is an owner.

Note 10. Related Party Transactions

Previously, the Company purchased inventory and equipment from Baroud Development Group, in which Anthony Baroud, the Company’s former Chief Technology Officer and a former Director of the Company, is an owner. During the year ended December 31, 2014, such purchases totaled $40,715. No such transactions occurred during 2015. For the year ended December 31, 2015, the Company generated revenue from the sale of products to an entity controlled by a Director.

During the year ended December 31, 2014, prior to the Reverse Merger, the Company distributed a total of $4,000 to its co-founders and owners, Corey Hollister and Ellis Smith.

During the year ended December 31, 2015 and December 31, 2014, the Company incurred $38,360 and $30,227, respectively, of expense payable to New Era CPAs, an accounting firm in which Antonio Migliarese, the Company’s former Chief Financial Officer, was a partner.

During the year ended December 31, 2015 and December 2014, the Company sold $25,214 and $0, respectively, of equipment and supplies to a customer managed by a Director of the Company. As of December 31, 2015 and December 2014, the Company was owed $17,512 and $0, respectively, from this customer.

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11. Commitments and Contingencies
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

11. Commitments and Contingencies
Note 11. Commitments and Contingent Liabilities

On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198. As of the date of this filing the shares have not been issued.

On January 20, 2016, we were named as a defendant in a civil suit entitled: Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company filed in the Circuit Court of Cook County, Illinois. The lawsuit originally sought damages of $100,000 related to an employment contract. The Company filed a motion with the Court to dismiss the complaint and refer the Company and Mr. Baroud to arbitration. On May 18, 2016 the Court granted the Company’s motion and dismissed Mr. Baroud’s complaint. Mr. Baroud has not pursued arbitration as of the date of this filing.

Note 11. Commitments and Contingencies

Under the terms of our agreement with the manufacturer of our exit packing product, the Satchel^TM, we were committed to the purchase of a total of 500,000 units. During 2015 the Company met its purchase obligation, and on September 2015 the Company exercised its contractual right to purchase additional units at a negotiated price.

Under the terms of the Company’s various consulting agreements with clients, the Company is obligated to perform certain future services.

On January 20, 2016, we were named as a defendant in a civil suit entitled: Anthony Baroud vs. Hollister & Blacksmith, Inc., dba American Cannabis Company filed in the Circuit Court of Cook County, Illinois. The lawsuit seeks damages of $100,000 related to an employment contract. The Company filed a motion to compel contractual arbitration that has yet to be ruled on by the Court.

On April 14, 2014, the Company entered into a 106 day lease of office space to house its corporate offices which converted to a month to month lease at the end of the lease term. Under the terms of the lease, payments were $2,000 during the lease term and $4,000 per month after the lease term expired.

On July 28, 2015, the Company entered into a 5 year lease for 6,500 square feet of office space to house its corporate offices. Under the terms of the lease, payments are $4,500 per month for the first 36 months of the lease, and escalate thereafter.

The following table summarizes the Company’s future lease obligations:

Year Amount

2016 $ 54,000

2017 $ 54,000

2018 $ 54,000

2019 $ 56,320

2020 $ 33,610

Total $ 251,930

During the years ended December 31, 2015 and 2014, the company incurred $53,800 and $20,933, respectively, in rent expense.

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12. Stock-based Compensation
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Equity [Abstract]

12. Stock-based Compensation
Note 12. Stock-based Compensation

Warrants

As of June 30, 2016 and December 31, 2015, the Company had fully-vested warrants to the Company’s independent board member to purchase up to two hundred and fifty thousand (250,000) shares of common stock.

Options

In addition to the warrants as described above, the Company’s independent board member shall be eligible to receive options for 400,000 shares of common stock under the Company’s incentive plan, as and when duly approved by the Board of Directors.

Stock Issuable in Compensation for Professional Services

From time to time, the Company enters into agreements whereby a professional service provider will be compensated for services rendered to the Company by shares of common stock in lieu of cash.

On March 1, 2016, the Company retained Brian Johnson as a consultant for an initial term of three months until May 31, 2016, and agreed to pay Mr. Johnson 10,000 shares of its restricted common stock per month for the three-month term payable on May 31, 2016, subject to adjustment for actual hours of service rendered. On June 1, 2016, the Company and Mr. Johnson agreed to an extension of the consulting engagement for an additional one-month term, ending on June 30, 2016. Mr. Johnson provided additional services and upon the termination of the engagement on June 30, 2016, the Company agreed to issue Mr. Johnson 87,600 shares of common stock as a final payment for services rendered from inception through June 30, 2016 at a value of $9,198 (See Note 11). . As of the date of this filing the shares have not been issued.

Note 12. Stock-based Compensation

During the years ended December 31, 2015 and December 31, 2014, the Company recorded a total of $319,187 and $3,370,128, respectively, of stock-based compensation expense, which was the result of the following activity:

Restricted Shares

From time to time, the Company grants certain employees restricted shares of its common stock to provide further compensation in-lieu of wages and to align the employee’s interests with the interests of its stockholders. Because vesting is based on continued employment, these equity-based incentives are also intended to attract, retain and motivate personnel upon whose judgment, initiative and effort the Company’s success is largely dependent.

The following table summarizes the Company’s restricted share award activity during the year ended December 31, 2015:

Restricted Shares Weighted Average

Common Stock Grant Date Fair Value

Outstanding unvested at December 31, 2014 — $ —

Granted 150,000 0.94

Vested restricted shares — —

Forfeited — —

Outstanding unvested at December 31, 2015 150,000 0.94

Granted 164,981 0.21

Vested restricted shares (100,000 ) 0.94

Forfeited (50,000 ) 0.94

Outstanding unvested at December 31, 2015 164,981 $ 0.94

During the year ended December 31, 2015, the Company granted 164,981 restricted shares and recognized $124,099 in associated employee stock-based compensation expense. There were 150,000 restricted shares granted as of December 31, 2014 and recognized $40,903 in associated employee stock-based compensation expense. The fair value of restricted stock units is determined based on the quoted closing price of the Company’s common stock on the date of grant.

Warrants

In connection with his appointment to the Company’s board of directors, the Company granted its independent board member, Vincent “Tripp” Keber, warrants to purchase up to two hundred and fifty thousand (250,000) shares of common stock at an exercise price of sixty-three cents ($0.63) per share, exercisable within five (5) years of the date of issuance on November 19, 2014. Additionally, Mr. Keber shall be eligible to receive options for 400,000 shares of common stock under the Company’s incentive plan, as and when duly approved by the Board of Directors.

The Company uses the Black-Scholes valuation model to determine the fair value of warrants as of the grant date. Assumptions used in this calculation for the warrant award to purchase 250,000 shares of common stock include expected volatility of 160.7%, based on an average of historical data of the Company’s stock price and the stock prices of three comparable companies that are also included in the marijuana index, a risk-free rate of 1.62%, based on U.S. Treasury yields as published by the Federal Reserve, a dividend yield of 0.0%, as the Company has not historically paid dividends nor does it have any plans to do so in the foreseeable future, and an expected term of five years. The grant date fair value of the warrants, as calculated based on these assumptions, was $0.59 per share.



During 2015 and 2014, the Company had the following warrant activity:

Common Stock Warrants Weighted Average Grant Date Fair Value

Outstanding unvested at December 31, 2013 — $ —

Granted 250,000 0.59

Exercised — —

Expired or forfeited — —

Outstanding unvested at December 31, 2014 250,000 0.59

Granted — —

Exercised — —

Expired or forfeited — —

Outstanding unvested at December 31, 2015 250,000 $ 0.59

Vested at December 31, 2015 250,000 $ 0.59

Unvested at December 31, 2015 — $ —

Compensation expense associated with warrants was $146,551 for the year ended December 31, 2014 and is reflected on the consolidated statement of operations as a component of general and administrative expenses. No warrants were issued or outstanding during 2015, and accordingly, there was no compensation expense associated with warrants for the year ended December 31, 2015.

As of December 31, 2015, as the exercise price per share exceeded the price per share of our common shares. There was no aggregate intrinsic value of outstanding warrants.

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13. Income Taxes
12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

13. Income Taxes
Note 13. Income Taxes

As part of the Reverse Merger, the Company’s corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporation’s taxable income. Accordingly, the Company was not subject to income tax for the year ended December 31, 2015 and was only subject to income taxes for a portion of the year ended December 31, 2014.

The following table displays a reconciliation from the U.S. statutory rate to the effective tax rate and the provision for (benefit from) income taxes for the years ended December 31, 2015 and 2014, respectively:

December 31, 2015 December 31, 2014

Tax benefit at the US statutory rate of 34% $ 175,322 $ 1,230,525

State income tax benefit 23,875 $ 167,569

Non-deductible expenses including non-deductible pre-merger losses (773 ) (2,057 )

Change in valuation allowance (198,424 ) (1,396,037 )

Total income tax benefit $ — $ —

Deferred tax assets (liabilities) consisted of the following:

December 31, 2015 December 31, 2014

Net operating loss carryforwards $ 76,630 $ 16,361

Stock based compensation 1,402,777 1,278,414

Beneficial conversion feature accumulated amortization 13,791 —

Valuation allowance (1,493,199 ) (1,294,775 )

Total deferred tax assets $ — $ —

Due to cumulative net losses since the change in our corporate status to a C-Corporation, the Company determined that it is not more likely than not that its deferred tax asset would be realizable. Accordingly, the Company recorded a valuation allowance for the full amount of its deferred tax asset, resulting in a zero carrying value of the Company’s deferred tax asset and no benefit from or provision for income taxes for the year ended December 31, 2015 and December 31, 2014. As of December 31, 2014, the carrying value of the Company’s deferred tax assets was zero due to the valuation allowance. Federal and state operating loss carry forwards of $198,369 as of December 31, 2016 begin expiring on 2034. The years 2010 to 2015 remain subject to examination by the Company’s major tax jurisdictions.

Utilization of the net operating loss carry forwards and credits may be subject to a substantial annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

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14. Stockholders Equity
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Equity [Abstract]

14. Stockholders Equity
Note 13. Stockholders’ Equity

Preferred Stock

American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value. No shares of preferred stock were issued and outstanding during the six months ended June 30, 2016 and 2015, respectively.

Common Stock

American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share.

Note 14. Stockholders’ Equity

Preferred Stock

The American Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value.

No shares of preferred stock were issued and outstanding during the year ended December 31, 2015 or the period from Inception (March 5, 2013) to December 31, 2013.

Common Stock

In connection with the September 29, 2014 Reverse Merger as described in Note 1. “Description of the Business”, American Cannabis Consulting was deemed to have been the accounting acquirer in accordance with U.S. GAAP. Consequently, the Company’s consolidated financial statements reflect the results of American Cannabis Consulting since Inception (March 5, 2013) and of American Cannabis Company, Inc. (formerly BIMI) from September 29, 2014 to December 31, 2014.

As a reverse triangular merger, the Reverse Merger resulted in a recapitalization of American Cannabis Company, Inc. (formerly BIMI). This recapitalization included retrospective restatement of all stock issuance by American Cannabis Consulting from Inception (March 5, 2013), whereby the issued and outstanding shares of American Cannabis Consulting common stock were retrospectively restated for a 1:3,171.0628 forward share split to recognize the exchange ratio associated with the Reverse Merger, and for the change in the par value of shares issued in connection with the Reverse Merger.

On the date of the Reverse Merger, an additional 8,714,372 shares were issued, and accordingly, $87 of common stock was recorded (8,714,372 shares issued multiplied by the $0.00001 par value) and additional paid-in capital of $5,258 was recorded, reflecting the net assets assumed from Brazil Interactive Media, Inc. in connection with the Reverse Merger.

As a result of the transactions described above, as of December 31, 2015, the balances of common stock and additional paid-in capital were $448 and $4,268,708, respectively. As a result of the transactions described above, as of December 31, 2014, the balances of common stock and additional paid-in capital were $446 and $3,699,526, respectively. American Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share and 5,000,000 shares of preferred stock at $0.01 par value.

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15. Reportable Segments
12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

15. Reportable Segments
Note 15. Reportable Segments

The Company has no reportable segments as it only operates in the regulated cannabis industry, as a provider of professional consulting services, products and equipment.

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16. Subsequent Events
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Subsequent Events [Abstract]

16. Subsequent Events
Note 14. Subsequent Events

The Company previously entered into an Investment Agreement with Tangiers Global, LLC, a Wyoming Limited Liability Company, on June 23, 2016.

On August 4, 2016, the Company and Tangiers Global, LLC, amended and restated the two fixed convertible promissory notes disclosed in Note 8. The amendments deleted portions of the notes that originally provided for a conversion formula used to determine the conversion price per share, and deletes provisions for the repayment of the notes through sales of the Company’s registered shares to Tangiers

The Company owed 77,660 shares of common stock as part of accounting services provided to the Company by New Era CPAs, an accounting firm in which the Company’s former Chief Financial Officer, is a partner. On July 29, 2016 the Company issued the 77,660 shares due Mr. Migliarese.

Note 16. Subsequent Events

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported.

As of December 31, 2015, the convertible notes payable had a $71,500 face value and a discount of $11,248, for a net carrying value of $60,252 which is reflected on the Company's balance sheet as convertible notes payable, net. As of December 31, 2014, the convertible notes payable had a $71,500 face value and a discount of $46,949, for a net carrying value of $24,551 that is reflected on the Company's balance sheet as Convertible notes payable, net. The convertible notes payable are convertible into 893,750 shares of American Cannabis Company, Inc. common stock. As of April 11th, 2016, the maturity date on this note has been renegotiated to April 24th, 2018. On April 12, 2016, the Company received notice of partial conversion of this note in the amount of $58,000 convertible into 725,000 shares of restricted common stock at a price of $0.08 per share.

Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

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The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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2. Summary of Significant Accounting Policies (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Accounting
Basis of Accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31. Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Basis of Accounting

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company has elected a fiscal year ending on December 31.

Use of Estimates in Financial Reporting
Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Use of Estimates in Financial Reporting

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying financial statements include but are not limited to following: those related to revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic, environmental and political factors, and changes in the business climate; therefore, actual results may differ from those estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements.

Unaudited Interim Financial Statements
Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Reclassifications

Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Cash and Cash Equivalents
Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution.

The company maintains its cash balances in three national financial institutions. Accounts at these institutions are insured by Federal Deposit Insurance Corporation insurance for up to $250,000 per institution. For the years ended December 31, 2015 and 2014, the Company had uninsured balances of $267,238 and $0, respectively. Management believes that these financial institutions are financially sound and the risk of loss is minimal.

Restricted Cash
Restricted Cash

Restricted cash is recorded at cost, which approximates fair value. There was no restricted cash included in current assets on our balance sheets as of December 31, 2015 and December 31, 2014. Restricted cash previously related to remaining proceeds from a short-term note entered into on March 21, 2014 and fully satisfied on May 15, 2014 (see Note 7. Convertible Notes Payable).

Inventory
Inventory

Inventory is comprised of products and equipment owned by the Company to be sold to end-customers. Inventory is valued at cost, based on the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to market value. As of December 31, 2014, market values of all of the Company’s inventory were greater than cost, and accordingly, no such valuation allowances was recognized. As of December 31, 2015 and December 31, 2014, the Company had capitalized $57,170 and $40, 051 of costs associated with the construction of demo inventory, including but not limited to parts for the assembly of scalable cultivation systems; and accordingly, no amortization or depreciation expense was recorded related to this asset for each year, then ended.

Deposits
Deposits

Deposits is comprised of advance payments made to third parties, primarily for inventory for which the Company has not yet taken title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then recognized as a cost of revenues upon sale (see “Costs of Revenues” below).

Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets is primarily comprised of advance payments made to third parties for independent contractors’ services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate the life of the contract or service period.

Accounts Receivable
Accounts Receivable

Accounts receivable are recorded at the net value of face amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and, based on a method of specific identification of any accounts receivable for which it deems the net realizable value to be less than the gross amount of accounts receivable recorded, establishes an allowance for doubtful accounts for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Company’s actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their inability or unwillingness to pay the Company’s fees, it may need to record additional allowances or write-offs in future periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant services.

The allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of December 31, 2015 and December 31, 2014 our allowance for doubtful accounts was $8,419 and $9,338, respectively. For December 31, 2015 and December 31, 2014, we recorded bad debt expense of $30,753 and $9,338, respectively, which is reflected as a component of general and administrative expenses on the consolidated statement of operations.

Significant Clients and Customers
Significant Clients and Customers

For the three months ended June 30, 2016, four customers individually accounted for $494,003 of the Company’s total revenues; these customers accounted for approximately 79% of the Company’s total revenues for the period. For the six months ended June 30, 2016, six customers individually accounted for $834,907 of the Company’s total revenues; these customers accounted for approximately 71% of the Company’s total revenues for the period.

For the three months ended June 30, 2015, two customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 63% of the Company’s total revenues for the period. For the six months ended June 30, 2015, three customers individually accounted for 10% or more of the Company’s revenues; these customers accounted for approximately 70% of the Company’s total revenues for the period. For the three months ended June 30, 2014, three customers individually accounted for 10% or more and 65% in aggregate of the Company’s total revenues. For the six months ended June 30, 2014, three customers individually accounted for 10% or more and 66% in aggregate of the Company’s total revenues.

Significant Customers

For the year ended December 31, 2015 and December 31, 2014, in the aggregate, three customers and two customers, respectively, accounted for 74% and 52% of the Company’s total revenues for each respective period.

On a geographical basis, for the year ended December 31, 2015, approximately 91% and 9% of our total revenues were generated from the United States and Canada, respectively. For the year ended December 31, 2014, approximately 70% and 30% of our total revenues for the period were generated from the United States and Canada, respectively.

Property and Equipment, net
Property and Equipment, net

Property and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two to seven years. Depreciation of capitalized construction in progress costs, a component of property and equipment, net, begins once the underlying asset is placed into service. Property and equipment is reviewed for impairment as discussed below under “Accounting for the Impairment of Long-Lived Assets.” The Company had not capitalized any interest as of December 31, 2014 and 2013.

Accounting for the Impairment of Long-Lived Assets
Accounting for the Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company did not record any impairment charges related to long-lived assets during the year ended December 31, 2015 and December 31, 2014.

Beneficial Conversion Feature
Beneficial Conversion Feature

If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Revenue Recognition
Revenue Recognition

Revenue is recognized in accordance with FASB ASC Topic 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a time basis, for a fixed-fee or on a contingent fee basis. Generally, a prepayment or retainer is required prior to performing services.

Revenues from time-based engagements are recognized as the hours are incurred by the Company.

Revenues from fixed-fee engagements are recognized under the completed or proportional performance methods. Management reviews arrangement to determine whether or not the fixed-fee is for a final deliverable or act which is significant to the arrangement as a whole. If it is, revenue is recognized under the completed performance method, in which revenue is recognized once the final act or deliverable is performed or delivered. Revenue recognized under the proportional performance method is recognized as services are performed. Under this method, the Company estimates the amount of completed work in comparison to the total services to be provided under the arrangement or deliverable in order to determine the amount of revenue to be recognized. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended December 31, 2015 and December 31, 2014, no such losses have occurred. The Company believes if an engagement terminates prior to completion it can recover the costs incurred related to the services provided.

The Company occasionally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured.

The Company’s arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices charged when each element is sold separately or by other vendor-specific objective evidence (“VSOE”), or estimates of stand-alone selling prices. Revenues are recognized in accordance with the Company’s accounting policies for the elements as described above. The elements qualify for separation when the deliverables have value on a stand-alone basis and the value of the separate elements can be established by VSOE or an estimated selling price.

While assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily identifiable as the Company also sells those elements individually outside of a multiple services engagement. Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable by either party upon sufficient notice and do not include provisions for refunds relating to services provided.

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) or deferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue.

Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues. Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Reimbursable expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities are presented in the statement of operations on a net basis.

Revenue from product and equipment sales, including delivery fees, is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred and collectability is reasonably assured. Generally, our suppliers’ drop-ship orders to our clients with origin terms. For any shipments with destination terms, the Company defers revenue until delivery to the customer. During the year ended December 31, 2015 and December 31, 2014, sales returns were not significant and as such, no sales return allowance had been recorded as of December 31, 2015 nor at December 31, 2014. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

Costs of Revenues
Costs of Revenues

The Company’s policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense as incurred.

Advertising and Promotion Costs
Advertising and Promotion Costs

Advertising and promotion costs are included as a component of selling and marketing expense and are expensed as incurred. During the year ended December 31, 2015 and December 31, 2014, these costs were $79,989 and $29,858, respectively.

Shipping and Handling Costs
Shipping and Handling Costs

For product and equipment sales, shipping and handling costs are included as a component of cost of revenues.

Stock-Based Compensation
Stock-Based Compensation

Restricted shares are awarded to employees and service providers and entitle the grantee to receive shares of common stock at the end of the established vesting period. The fair value of the grant is based on the stock price on the date of grant. We recognize related compensation costs on a straight-line basis over the requisite vesting period of the award, which to date hasbeen one year from the grant date. During the years ended December 31, 2015 and December 31, 2014, stock-based compensation expense for restricted shares was $319,187 and $3,370,128, respectively. Compensation expense for warrants and options is based on the fair value of the instruments on the grant date, which is determined using the Black-Scholes valuation model, and are expensed over the expected term of the awards. During the year ended December 31, 2015 and December 31, 2014, compensation expense for warrants and options was $0 and $146,551, respectively.

Income Taxes
Income Taxes

Our corporate status changed from an S-Corporation, which it had been since inception, to a C-Corporation during the year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S-Corporations are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S-Corporation’s taxable income. Accordingly, we were only subject to income taxes for a portion of 2014. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended December 31, 2015 and December 31, 2014, due to cumulative losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2015 and December 31, 2014, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero. The years 2010 to 2015 remain subject to examination by the Company’s major tax jurisdictions

Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share

The Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Due to the Company’s net losses for the three and six months ended June 30, 2016 and June 30, 2015, any potentially dilutive shares outstanding as of June 30, 2016 and June 30, 2015 respectively, were not presented in the EPS computations, as their effect would have been antidilutive.

Net Income (Loss) Per Common Share

The Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Related Party Transactions
Related Party Transactions

The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. During the year ended December 31, 2015, the Company generated revenue from the sale of products to a company managed by a Director of the Company.

See Note 10. Related Party Transactions for associated disclosures.

Reclassifications
Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Reclassifications

Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Company’s consolidated balance sheets.

Recent Accounting Pronouncements
Recent Accounting Pronouncements

The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and it does not believe any of these pronouncements will have a material impact on the Company.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern . Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2016. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9”), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its consolidated financial statements and related disclosures.

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3. Accounts Receivable, net (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Receivables [Abstract]

Accounts Receivable

30-Jun-16 31-Dec-15

Gross accounts receivable $ 154,222 $ 56,704

Less: allowance for doubtful accounts (2,486 ) (8,419 )

Accounts receivable, net $ 151,736 $ 48,285

December 31, 2015 December 31, 2014

Gross accounts receivable $ 56,704 $ 66,980

Less: allowance for doubtful accounts (8,419 ) (9,338 )

Accounts receivable, net $ 48,285 $ 57,642

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4. Deposits (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Banking and Thrift [Abstract]

Deposits



30-Jun-16 31-Dec-15

Inventory deposits $ 6,500 $ 9,345

Operating lease deposits included in other Assets 4,500 4,500

Deposits $ 11,000 $ 13,845

December 31, 2015 December 31, 2014

Inventory deposits $ 9,345 $ 179,941

Operating lease deposits 0 2,000

Deposits $ 9,345 $ 181,941

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6. Prepaid expenses and other current assets (Tables)
6 Months Ended

Jun. 30, 2016

Prepaid Expenses And Other Current Assets Tables

Prepaid Expenses and Other Current Assets

30-Jun-16 31-Dec-15

Prepaid Insurance $ 2,350 $ 5,572

Prepaid Legal Services (Retainers) 37,900 12,900

Other prepayments to suppliers 10,513 13,645

Deposits $ 50,763 $ 32,117

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6. Property and Equipment, net (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

30-Jun-16 31-Dec-15

Office equipment $ 9,275 $ 7,472

Furniture and fixtures 8,635 8,777

Machinery and equipment 2,337 2,336

Property and equipment, gross 20,247 18,585

Less: accumulated depreciation (7,614 ) (5,137 )

Property and equipment, net $ 12,633 $ 13,448

December 31, 2015 December 31, 2014

Office equipment $ 7,472 $ 5,742

Furniture and fixtures 8,777 2,935

Machinery and equipment 2,336 1,250

Property and equipment, gross 18,585 9,927

Less: accumulated depreciation (5,137 ) (1,562 )

Property and equipment, net $ 13,448 $ 8,365

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8. Notes Payable (Tables)
6 Months Ended

Jun. 30, 2016

Notes Payable Tables

Notes Payable

Principal balance Loan Discount Accrued Interest Total

Balance as of December 31, 2015 $ 71,500 (11,248 ) $ — $ 60,252

Issued in the period 150,000 (10,935 ) — 139,065

Amortization of debt discount — 10,075 — 10,075

Converted into shares of common stock (71,500 ) 1,173 — (70,327 )

Balance as of June 30, 2016 $ 150,000 (10,935 ) $ — $ 139,065

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8. Accrued and Other Current Liabilities (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

30-Jun-16 31-Dec-15

Accrued payroll liabilities $ 9,808 $ 18,185

Accrual for products sold and shipped (in transit) 46,417 64,050

Other accruals 15,525 11,233

Accrued and other current liabilities $ 71,750 $ 93,468

December 31, 2015 December 31, 2014

Accrued legal fees $ 0 0

Accrued payroll liabilities 18,185 11,522

Accrued accounting fees 0 5,000

Due to directors 0 1,999

Accrual for inventory products sold and shipped (in transit) 64,050 0

Other 11,233 5,488

Accrued and other current liabilities $ 93,468 $ 125,518

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9. Net Income (Loss) per Common Share (Tables)
12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Net Income (Loss) Per Common Share

Year Ended Year Ended

December 31, 2015 December 31, 2014

Net income (loss) $ (515,653 ) $ (3,619,192 )

Weighted average shares used for basic net income (loss) per common share 44,637,046 32,542,940

Incremental diluted shares — —

Weighted average shares used for diluted net income (loss) per common share 44,637,046 32,542,940

Net income (loss) per common share:

Basic $ (0.11 ) $ (0.01 )

Diluted $ (0.11 ) $ (0.01 )

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11. Commitments and Contingencies (Tables)
12 Months Ended

Dec. 31, 2015

Commitments And Contingencies Tables

Commitments and Contingencies

Year Amount

2016 $ 54,000

2017 $ 54,000

2018 $ 54,000

2019 $ 56,320

2020 $ 33,610

Total $ 251,930

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12. Stock-based Compensation (Tables)
12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Restricted Share Award Activity

Restricted Shares Weighted Average

Common Stock Grant Date Fair Value

Outstanding unvested at December 31, 2014 — $ —

Granted 150,000 0.94

Vested restricted shares — —

Forfeited — —

Outstanding unvested at December 31, 2015 150,000 0.94

Granted 164,981 0.21

Vested restricted shares (100,000 ) 0.94

Forfeited (50,000 ) 0.94

Outstanding unvested at December 31, 2015 164,981 $ 0.94

Warrant Award Activity

Common Stock Warrants Weighted Average Grant Date Fair Value

Outstanding unvested at December 31, 2013 — $ —

Granted 250,000 0.59

Exercised — —

Expired or forfeited — —

Outstanding unvested at December 31, 2014 250,000 0.59

Granted — —

Exercised — —

Expired or forfeited — —

Outstanding unvested at December 31, 2015 250,000 $ 0.59

Vested at December 31, 2015 250,000 $ 0.59

Unvested at December 31, 2015 — $ —

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13. Income Taxes (Tables)
12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

December 31, 2015 December 31, 2014

Tax benefit at the US statutory rate of 34% $ 175,322 $ 1,230,525

State income tax benefit 23,875 $ 167,569

Non-deductible expenses including non-deductible pre-merger losses (773 ) (2,057 )

Change in valuation allowance (198,424 ) (1,396,037 )

Total income tax benefit $ — $ —

Deferred tax assets

December 31, 2015 December 31, 2014

Tax benefit at the US statutory rate of 34% $ 175,322 $ 1,230,525

State income tax benefit 23,875 $ 167,569

Non-deductible expenses including non-deductible pre-merger losses (773 ) (2,057 )

Change in valuation allowance (198,424 ) (1,396,037 )

Total income tax benefit $ — $ —

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1. Description of Business (Details Narrative)

Dec. 31, 2015

shares

Description Of Business Details Narrative

Subsidiary Ownership, Shares 31,710,628

Subsidiary Ownership, Percentage 78.44%

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3. Accounts Receivable, net - Accounts Receivable (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Receivables [Abstract]

Gross accounts receivable $ 154,222 $ 56,704 $ 66,980

Less: allowance for doubtful accounts (2,486) (8,419) (9,338)

Accounts receivable, net $ 151,736 $ 48,285 $ 57,642

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3. Accounts Receivable, net (Details Narrative) - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Receivables [Abstract]

Bad Debt Expense $ 30,753 $ 9,338

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4. Deposits - Deposits (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Banking and Thrift [Abstract]

Inventory deposits $ 6,500 $ 9,345 $ 179,941

Operating lease deposits 4,500 0 2,000

Deposits $ 11,000 $ 9,345 $ 181,941

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5. Inventory (Details Narrative) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Inventory Disclosure [Abstract]

Finished Goods $ 67,728 $ 67,435 $ 44,606

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6. Property and Equipment, net - Property and Equipment, Net (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Property and equipment, gross $ 20,247 $ 18,585 $ 9,927

Less: accumulated depreciation (7,614) (5,137) (1,562)

Property and equipment, net 12,633 13,448 8,365

Office Equipment

Property and equipment, gross 9,275 7,472 5,742

Furniture and Fixtures

Property and equipment, gross 8,635 8,777 2,935

Machinery and Equipment

Property and equipment, gross $ 2,337 $ 2,336 $ 1,250

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- Definition
Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Depreciation Expense $ 1,256 $ 758 $ 2,477 $ 1,474 $ 3,575 $ 1,077

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6. Prepaid expenses and other current assets (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Prepaid Expenses And Other Current Assets Details

Prepaid Insurance $ 2,350 $ 5,572

Prepaid Legal Services (Retainers) 37,900 12,900

Other prepayments to suppliers 10,513 13,645

Deposits $ 50,763 $ 32,117

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8. Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Jun. 30, 2015

Dec. 31, 2014

Payables and Accruals [Abstract]

Accrued legal fees $ 0 $ 0

Accrued payroll liabilities $ 9,808 18,185 $ 18,185 11,522

Accrued accounting fees 0 5,000

Due to directors 0 1,999

Accrual for inventory products sold and shipped (in transit) 46,417 64,050 64,050 0

Other 15,525 11,233 11,233 5,488

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8. Notes Payable (Details)
6 Months Ended

Jun. 30, 2016

USD ($)

Balance as of December 31, 2015

Principal Balance $ 71,500

Loan Discount (11,248)

Accrued Interest

Total 60,252

Issued in Period

Principal Balance 150,000

Loan Discount (10,935)

Accrued Interest

Total 139,065

Amortization Of Debt Discount

Principal Balance

Loan Discount 10,075

Accrued Interest

Total 10,075

Converted into shares of common shares

Principal Balance (71,500)

Loan Discount 1,173

Accrued Interest

Total (70,327)

Balance as of June 30, 2016

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Loan Discount (10,935)

Accrued Interest

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9. Net Income (Loss) per Common Share - Net Income (Loss) Per Common Share (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Earnings Per Share [Abstract]

Net income (loss) $ (84,775) $ (43,614) $ (98,332) $ (270,452) $ (515,653) $ (3,619,192)

Weighted average shares used for basic net income (loss) per common share 44,637,046 32,542,940

Incremental diluted shares

Weighted average shares used for diluted net income (loss) per common share 44,637,046 32,542,940

Net income (loss) per common share:

Basic $ (.11) $ (.01)

Diluted $ (0.11) $ (0.01)

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11. Commitments and Contingencies (Details)

Dec. 31, 2015

USD ($)

Commitments And Contingencies Details

2016 $ 54,000

2017 54,000

2018 54,000

2019 56,320

2020 33,610

Total $ 251,930

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11. Commitments and Contingencies (Details Narrative) - USD ($)
12 Months Ended

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Dec. 31, 2014

Commitments And Contingencies Details Narrative

Rent Expense $ 53,800 $ 20,933

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12. Stock-based Compensation - Restricted Share Award Activity (Details) - $ / shares
12 Months Ended

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Dec. 31, 2014

Equity [Abstract]

Outstanding Shares, Beginning 150,000

Outstanding Weighted Average Grant Date Fair Value, Beginning $ 0.94

Granted Shares 164,981 150,000

Granted, Weighted Average Grant Date Fair Value $ .21 $ .94

Vested restricted shares, shares (100,000)

Vested restricted shares, Weighted Average Grant Date Fair Value $ .94

Forfeited, Shares (50,000)

Forfeited, Weighted Average Grant Date Fair Value $ .94

Outstanding Shares, End 164,981 150,000

Outstanding Weighted Average Grant Date Fair Value, End $ .94 $ 0.94

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12. Stock-based Compensation - Warrant Award Activity (Details) - $ / shares
12 Months Ended

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Dec. 31, 2014

Equity [Abstract]

Warrants Outstanding, Shares, Beginning 250,000

Warrants Outstanding, Fair Value, Beginning $ 0.59

Granted, Shares 250,000

Granted, Fair Value $ .59

Warrants Outstanding, Shares, Ending 250,000 250,000

Warrants Outstanding, Fair Value, Ending $ 0.59 $ 0.59

Vested, Shares 250,000

Vested, Fair value $ 0.59

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13. Income Taxes - Income Taxes (Details) - USD ($)
12 Months Ended

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Dec. 31, 2014

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Tax benefit at the US statutory rate $ 175,322 $ 1,230,525

State income tax benefit 23,875 167,569

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Dec. 31, 2015

Dec. 31, 2014

Income Taxes - Deferred Tax Assets Liabilities Details

Net operating loss carryforwards $ 76,630 $ 16,361

Stock based compensation 1,402,777 1,278,414

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2016	Aug. 30, 2016
Document And Entity Information
Entity Registrant Name	American Cannabis Company, Inc.
Entity Central Index Key	0000945617
Document Type	S-1
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		46,663,474
Document Fiscal Year Focus	2016

Consolidated Balance Sheets - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 228,654	$ 555,780	$ 165,213
Accounts receivable, net	151,736	48,285	57,642
Deposits	6,500	9,345	181,941
Inventory	67,728	67,435	44,606
Prepaid expenses and other current assets	50,763	32,117	12,325
Total current assets	505,381	712,962	461,727
Property and equipment-Cost	20,247	18,585	9,927
Accumulated depreciation	(7,614)	(5,137)	(1,562)
Property and equipment, net	12,633	13,448	8,365
Other Assets
Deposits	4,500	4,500	0
Total Other Assets	4,500	4,500	0
Total assets	522,514	730,910	470,092
Current liabilities
Accounts payable	71,843	218,334	62,136
Advances from clients	115,550	220,966	173,528
Convertible note, net of discount	139,065	60,252	24,551
Accrued and other current liabilities	71,750	93,468	125,518
Total current liabilities	398,208	593,020	385,733
Total liabilities	398,208	593,020	385,733
Stockholders equity
Common stock, $0.00001 par value; 100,000,000 shares authorized; 44,808,731 and 44,518,750 issued and outstanding at December 31, 2015 and December 31, 2014, respectively	465	448	446
Common stock to be issued, 898,940 and 30,000 shares, respectively
Additional paid-in capital	4,353,439	4,268,708	3,699,526
Accumulated deficit	(4,229,598)	(4,131,266)	(3,615,613)
Total stockholders equity	124,306	137,890	84,359
Total liabilities and stockholders' equity	$ 522,514	$ 730,910	$ 470,092

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock Par Value	$ 0.00001	$ .00001	$ 0.00001
Common Stock Shares Authorized	100,000,000	100,000,000	100,000,000
Common Stock Shares Issued	46,585,814	44,808,731	44,518,750
Common Stock Shares Outstanding	46,585,814	44,808,731	44,518,750

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Revenues
Consulting services	$ 211,863	$ 268,488	$ 459,473	$ 464,058	$ 693,225	$ 677,633
Products and equipment	231,785	200,257	524,579	448,354	2,106,662	581,379
Total revenues	443,648	468,745	984,052	912,412	2,799,887	1,259,012
Costs of revenues
Cost of consulting services	51,278	88,632	99,800	146,483	182,161	322,134
Cost of products and equipment	145,848	176,347	380,857	401,998	1,817,952	449,342
Total cost of revenues	197,126	264,979	480,657	548,481	2,000,113	771,476
Gross profit	246,522	203,766	503,395	363,931	799,774	487,536
Operating expenses
General and administrative	307,953	130,454	531,440	252,578	687,082	3,652,181
Investor Relations	893	56,286	18,068	187,702	307,069	23,132
Selling and marketing	19,662	113,224	40,477	207,529	307,474	190,164
Research and development	1,413	11,350	1,413	41,722	51,115	12,863
Total Operating expenses	329,921	311,314	591,398	689,531	1,352,740	3,878,340
Loss from Operations	(83,399)	(107,548)	(88,003)	(325,600)	(552,966)	(3,390,804)
Other income (expense)
Gain on extinguishment of debt		72,771		72,771	72,771	35,000
Interest Income (expense)	(1,376)	(8,837)	(10,329)	(17,623)	(35,458)	(263,388)
Total Other Income (expense)	(1,376)	63,934	(10,329)	55,148	37,313	(228,388)
Loss before taxes	(84,775)	(43,614)	(98,332)	(270,452)	(515,653)	(3,619,192)
Income tax expense (benefit)					0	0
NET LOSS	$ (84,775)	$ (43,614)	$ (98,332)	$ (270,452)	$ (515,653)	$ (3,619,192)
Basic and diluted net income (loss) per common share	$ 0	$ 0	$ 0	$ (0.01)	$ (0.01)	$ (0.11)
Basic and diluted weighted average common shares outstanding	46,375,168	45,752,033	45,628,580	45,275,183	44,637,046	32,545,546

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (98,332)	$ (270,452)	$ (515,653)	$ (3,619,192)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Depreciation	2,477	1,474	3,575	1,077
Amortization of discount on convertible notes payable	10,372	17,704	35,701	263,215
Stock-based compensation to employees	14,422	80,394	124,099	3,320,328
Stock-based compensation to service providers	9,198	107,385	195,087	31,500
Gain on extinguishment of debt		(72,771)	(72,771)	(35,000)
Bad debt expenses	13,344	0	30,753	9,338
Changes in operating assets and liabilities
Accounts receivable	(116,795)	(44,842)	(21,396)	(65,730)
Deposits current and non-current	2,845	102,202	168,096	(181,941)
Inventory	(293)	(25,600)	(22,829)	(44,606)
Prepaid expenses and other current assets	(18,646)	(5,606)	(19,792)	(7,807)
Advances from clients	(105,416)	(144,115)	47,438	162,419
Accrued and other current liabilities	(31,214)	(1,511)	40,720	120,381
Accounts payable	(146,491)	80,370	156,196	61,780
Net Cash provided by Operating Activities	(464,529)	(175,368)	149,225	34,062
CASH FLOW FROM INVESTING ACTIVITIES:
Cash assumed from Brazil Interactive Media, Inc., net of expenses			0	90,181
Purchases of property and equipment			(8,658)	(7,677)
Net cash provided by (Used in) Investing Activities			(8,658)	82,504
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common shares to founders			250,000	0
Distributions to stockholders			0	(4,000)
Proceeds from stock-based compensation			0	50
Proceeds from short-term notes payable			0	35,000
Proceeds from issuance of convertible notes payable	139,065
Proceeds from issuance of common shares		250,000
Net cash Provided by Financing Activities	139,065	250,000	250,000	31,050
NET INCREASE IN CASH	(327,126)	62,300	390,567	147,616
CASH AT BEGINNING OF PERIOD	555,780	165,213	165,213	17,597
CASH AT END OF YEAR	228,654	227,513	555,780	165,213
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		(80)		261
Cash paid (received) during the period for income taxes, net
Supplemental disclosure of non-cash transactions
Conversion of notes payable to shares of common stock	$ 70,326
Convertible notes payable assumed from Brazil Interactive Media, Inc., net of accumulated discount amortization				$ (84,836)

Consolidated Shareholders Equity - USD ($)	Common Stock Shares Issuable	Common Stock	Additional Paid-In Capital	Retained Earnings	Total
Beginning Balance, Shares at Dec. 31, 2013		25,368,502
Beginning Balance, Value at Dec. 31, 2013		$ 254	$ 546	$ 7,579	$ 8,379
Distribution to stockholders				(4,000)	(4,000)
Stock-based compensation granted prior to merger, Shares		6,342,126
Stock-based compensation granted prior to merger, Amount		$ 64	3,133,009		3,133,073
Recapitalization upon Reverse Merger, Shares		8,714,372
Recapitalization upon Reverse Merger, Value		$ 87	5,258		5,345
Stock-based compensation - restricted shares			40,903		40,903
Stock-based compensation - warrants			$ 146,551		$ 146,551
Common shares issuable for services to related party at Dec. 31, 2014	30,000		18,300		18,300
Common shares issued for services, Shares		50,000
Common shares issued for services, Value		$ 1	$ 31,499		$ 31,500
Conversion of convertible notes payable to common shares, Shares		4,043,750
Conversion of convertible notes payable to common shares, Value		$ 40	323,460		323,500
Net income (loss)				(3,619,192)	(3,619,192)
Ending Balance, Shares at Dec. 31, 2014	30,000	44,518,750
Ending Balance, Value at Dec. 31, 2014		$ 446	3,699,526	(3,615,613)	84,359
Common shares issued for services, Shares	35,607	250,000
Common shares issued for services, Value		$ 2	195,085		195,087
Shares issued for cash, Shares	833,333
Shares issued for cash, Amount			250,000		250,000
Stock based compensation granted to employees, Shares		164,981
Stock based compensation granted to employees, Amount		$ 2	124,097		124,099
Recension and cancellation of common shares, Shares		(125,000)
Recension and cancellation of common shares, Amount		$ (2)			(2)
Net income (loss)				(515,653)	(515,653)
Ending Balance, Shares at Dec. 31, 2015	898,940	44,808,731
Ending Balance, Value at Dec. 31, 2015		$ 448	$ 4,268,708	$ (4,131,266)	137,890
Common shares issued for services, Value					9,198
Net income (loss)					(98,332)
Ending Balance, Value at Jun. 30, 2016					$ 124,306

1. Description of Business (Details Narrative)	Dec. 31, 2015 shares
Description Of Business Details Narrative
Subsidiary Ownership, Shares	31,710,628
Subsidiary Ownership, Percentage	78.44%

3. Accounts Receivable, net - Accounts Receivable (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Receivables [Abstract]
Gross accounts receivable	$ 154,222	$ 56,704	$ 66,980
Less: allowance for doubtful accounts	(2,486)	(8,419)	(9,338)
Accounts receivable, net	$ 151,736	$ 48,285	$ 57,642

4. Deposits - Deposits (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Banking and Thrift [Abstract]
Inventory deposits	$ 6,500	$ 9,345	$ 179,941
Operating lease deposits	4,500	0	2,000
Deposits	$ 11,000	$ 9,345	$ 181,941

5. Inventory (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Finished Goods	$ 67,728	$ 67,435	$ 44,606

6. Property and Equipment, net - Property and Equipment, Net (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Property and equipment, gross	$ 20,247	$ 18,585	$ 9,927
Less: accumulated depreciation	(7,614)	(5,137)	(1,562)
Property and equipment, net	12,633	13,448	8,365
Office Equipment
Property and equipment, gross	9,275	7,472	5,742
Furniture and Fixtures
Property and equipment, gross	8,635	8,777	2,935
Machinery and Equipment
Property and equipment, gross	$ 2,337	$ 2,336	$ 1,250

6. Prepaid expenses and other current assets (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Prepaid Expenses And Other Current Assets Details
Prepaid Insurance	$ 2,350	$ 5,572
Prepaid Legal Services (Retainers)	37,900	12,900
Other prepayments to suppliers	10,513	13,645
Deposits	$ 50,763	$ 32,117

8. Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued legal fees		$ 0		$ 0
Accrued payroll liabilities	$ 9,808	18,185	$ 18,185	11,522
Accrued accounting fees		0		5,000
Due to directors		0		1,999
Accrual for inventory products sold and shipped (in transit)	46,417	64,050	64,050	0
Other	15,525	11,233	11,233	5,488
Accrued and other current liabilities	$ 71,750	$ 93,468	$ 93,468	$ 125,518

8. Notes Payable (Details)	6 Months Ended
8. Notes Payable (Details)	Jun. 30, 2016 USD ($)
Balance as of December 31, 2015
Principal Balance	$ 71,500
Loan Discount	(11,248)
Accrued Interest
Total	60,252
Issued in Period
Principal Balance	150,000
Loan Discount	(10,935)
Accrued Interest
Total	139,065
Amortization Of Debt Discount
Principal Balance
Loan Discount	10,075
Accrued Interest
Total	10,075
Converted into shares of common shares
Principal Balance	(71,500)
Loan Discount	1,173
Accrued Interest
Total	(70,327)
Balance as of June 30, 2016
Principal Balance	150,000
Loan Discount	(10,935)
Accrued Interest
Total	$ 139,065

11. Commitments and Contingencies (Details)	Dec. 31, 2015 USD ($)
Commitments And Contingencies Details
2016	$ 54,000
2017	54,000
2018	54,000
2019	56,320
2020	33,610
Total	$ 251,930

11. Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments And Contingencies Details Narrative
Rent Expense	$ 53,800	$ 20,933

12. Stock-based Compensation - Restricted Share Award Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Outstanding Shares, Beginning	150,000
Outstanding Weighted Average Grant Date Fair Value, Beginning	$ 0.94
Granted Shares	164,981	150,000
Granted, Weighted Average Grant Date Fair Value	$ .21	$ .94
Vested restricted shares, shares	(100,000)
Vested restricted shares, Weighted Average Grant Date Fair Value	$ .94
Forfeited, Shares	(50,000)
Forfeited, Weighted Average Grant Date Fair Value	$ .94
Outstanding Shares, End	164,981	150,000
Outstanding Weighted Average Grant Date Fair Value, End	$ .94	$ 0.94

13. Income Taxes - Income Taxes (Details) - USD ($)	12 Months Ended
13. Income Taxes - Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Tax benefit at the US statutory rate	$ 175,322	$ 1,230,525
State income tax benefit	23,875	167,569
Non-deductible expenses including non-deductible pre-merger losses	(773)	(2,057)
Change in valuation allowance	(198,424)	(1,396,037)
Total income tax benefit

13. Income Taxes - Deferred Tax Assets (liabilities) (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes - Deferred Tax Assets Liabilities Details
Net operating loss carryforwards	$ 76,630	$ 16,361
Stock based compensation	1,402,777	1,278,414
Beneficial conversion feature accumulated amortization	13,791
Valuation allowance	(1,493,199)	(1,294,775)
Total deferred tax assets

13. Income Taxes (Details Narrative)	Dec. 31, 2015 USD ($)
Income Tax Disclosure [Abstract]
Net Operating Loss Carryforwards	$ 198,369