June 2015

Executive Summary

Background
& Introduction
Legal Marijuana:
The Fastest Growing
Industry in the US
In the past few years, the medical marijuana and hemp
industry has gone from a fledgling cottage conversation to
the fastest growing industry in the United States with revenue of $1.5 billion in 2013 to $2.7 billion in 2014 - an impressive 74% year over year increase (Huffington Post, 2015).
Many states have adopted legislation that for the first time
in history legalize marijuana use for medicinal and recreational purposes, defining the difference between industrial
hemp and marijuana containing the psychoactive chemicals
associated with THC, and seeking to limit the powers of
federal agencies that govern the plants production and
distribution as a controlled substance.
As a result of the changing tides of public opinion and
regulatory policy, the industry is experiencing rapid
expansion on a geo-centric basis according to state law.
The conversation has moved from an anecdotal user-base
to a market data-driven analysis about how to finally
capitalize on the many powerful uses of the plant once
thought to be the brightest agricultural boon in the world.
While some temper their optimism with a splash of caution
for regulatory and legalization at the federal level, its
hard to imagine a scenario that weakens the momentum
generated in the past year.
In fact, if the legalization trend continues, most experts
expect the industry to balloon to over $40 billion in the
US and surpass the organic food industry by 2019, while
globally the expectation is over $100 billion worldwide.
(Economist, 2014)
The following Executive Summary for Field of Greens, a
NOW Corporation Company (OTC: NWPN), highlights
the business plan to capitalize on these exciting trends.

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Market
Data

By now nearly everyone has

heard that cannabis can play a
palliative role for cancer sufferers, especially in alleviating
some of the nasty side effects
of chemotherapy. So much of
science is incremental, but with
this cannabis work, the science will not be incremental.
It will be transformative. Were
finding surprises, and possibly
miracles, concealed inside this
once forbidden plant.
(National Geographic, June 2015)

23

The Legal
Marijuana Market

(Plus the District of Columbia) the number

of states in the U.S. that currently have laws
legalizing marijuana in some form.

Typically, consideration for any business

opportunity begins with a healthy understanding
of the market, demand-side economics vs. price/
margin, unique selling proposition, and competitive
considerations to name a few. In this case, the
legal and regulatory environment is also a key
consideration.

13

The number of US states that have measures

being considered or fully implemented to
decriminalize marijuana use in some form.

In the US, the winds are clearly blowing in the

direction of legalization. At least 23 states and
the District of Columbia currently have laws
legalizing marijuana in some form, while another 13 have measures being considered or fully
implemented to decriminalize it. Four states have
legalized medicinal and recreational use (Colorado, Oregon, Washington, and Alaska) and in
Canada, where the marijuana laws are federally
regulated, medical marijuana production and
distribution is fully legalized (MarketWatch, 2014).

Colorados pot industry expects to rack up

sales of $1 billion this year. Across America
the market is reckoned to be worth about
40 times that much.
(Economist, 2014)

Marijuana
Legalization
By State
Marijuana
Legalization
By State
WA

WA

OR

OR

MT

MT
ID

ID

NX
CA

NX
CA UT

CO

CO

KS

AZ
NM

AZ

NM

IA

KS
MO
OK

OK

AR
TX

TX

WI

WI

IA
NE

NE

UT

MN

MN
SD

SD
WY

WY

VT

ND

ND

LA

MI

MI

PA
OH

NH
NY
CT
MA

NY

OH IN
IL
IL IN
WV
MO
KY
VA
KY
TN NC
TN
AR
SC
GA
AL
AL MSGA
MS LA

CT
PA RI
MJ
WV DE
VA
MD
DC
NC

FL

AK
HI

HI

Source: ProCon.org. "Founding Fathers on Religion in Government." ProCon.org. and CelebStoner.com

Source: ProCon.org. "Founding Fathers on Religion in Government." ProCon.org. and CelebStoner.com

NH
MA
RI

MJ
DE
MD
DC

Cannabis Legalization
By State

SC

FL

AK

ME

ME VT

Medical Cannabis
Medical Cannabis
Recreational Use
Recreational Use
CBD Only
CBD Only
No Cannabis
No Cannabis

Business
Model
Field of Greens (FG) is a Colorado Corporation
organized to farm, produce, develop, and commercialize industrial and recreational hemp, using new, innovative technology and systems. The
Company was initially capitalized in its formation with the addition of 500 acres of farmland
in Colorado contributed by one of its founding
members. Of the many products derived from
the marijuana crop, the Company has elected
to produce CBD oil by extracting Cannabidiol (CBD) from the plants. Cannabidiols are
chemicals that are unique to the hemp plant and
have been shown to safely affect receptors in the
central nervous system when consumed. Some
of the current medicinal uses of CBDs include:
cancer, heart disease, as an anti-inflammatory,
dermatological diseases, degenerative diseases (like Alzheimers and atherosclerosis), high
cholesterol, and as an anti-oxidant, among many
others (Medical News Today, 2014).
This strategic business decision also allows for
immediate legal production and distribution
to nearly all states in the US as it contains little to
no psychoactive ingredients that create barriers
for commercialization. FGs Hemp oil will have
a high concentration of the CBDs with low THC
levels of less than .3%, thereby meeting all State
and Federal requirements in this area so as to
be able to legally sell our products throughout
the United States.

The Companys primary business will therefore

be to farm and harvest on our Company-owned
land beginning in 2015 with an initial focus on
the extraction of cannabidiol oil from industrial
hemp plants grown inside hydroponics facilities
built on the farmland in Colorado. FG will implement its business plan by profitably utilizing new
and existing forms of agricultural innovation to
produce industrial and recreational hemp.
Industrial hemp has an estimated more than
50,000 known uses and has more often than
not been hailed as a miracle crop for economic
prosperity by virtue of its robust composition and
versatility in products ranging from consumer
textiles and paper products to foods, bio fuel,
and medicine.
The Company plans to initially focus on the
medicinal uses of industrial hemp but may
expand into other product areas as we take our
Cannabidiol (CBD) product to market. FG will
sell to the manufacturing and wholesale segments
of the industrial hemp supply chain; producing
CBD oils and selling them directly to hemp
derivative product makers and retailers.

Facility and Production Economics

The business plan includes multi-state facility
construction, farming, production, and
extraction, initially starting with two facilities
before expanding to scale. Unit level economics
for each facility are illustrated below:

In order to scale efficiently and expand operations, FG will maximize land use in Colorado
and then look to other states like Washington,
Oregon, and Alaska, where the regulatory and
legal climate has already paved the way for
industrial hemp business.

Start-up & Construction

Single Harvest Revenue

(1Hydroponic Facility, 1 Harvest)

Hydroponic Facilities (2) 1-Acre Structures

Extraction Equipment for each Facility
Storage Facility

$250,000.00
$75,000.00
$25,000.00

Total

$350,000.00

Total

Labor and Production (extraction)

Power for Facilities
Labor and Production (grow)
Seed

$200,000.00
$120,000.00
$150,000.00
$5,000.00

Single Facility Revenue

6 Harvest/Facility/Year

Less Operating Expenses

$2,604,150.00
($475,000.00)

Total

$475,000.00

Net Margin

$2,129,150.00

Hydroponic Facilities CDB Yield

Price per Gram

17,361.00 (grams)
$25.00 (/gram)
$434,025.00

Annual Operating Expenses

U.S. Cannabis Sales in Top

Five States in 2013 & 2014
In Millions of U.S. Dollars
(Combined Retail & Wholesale Sales)

Diagram Key
2013
2014

The
Opportunity
The Company has an advantageous position of
owning farmland in one of only 4 completely
legalized states for medicinal and recreational
uses of Marijuana in the US. It has organized a
publicly held corporation for commercialization
of its business plan and is going to market for
first round financing amidst the best market for
marijuana-based products in the history of the
US at a time when demand for hemp and hemp
derivatives is growing at a clip that outpaces all
other industries.

In order to fund the build out of our first Hydroponic facility, the Company is seeking $1,000,000
in startup capital. The Use of Funds is as follows:

120 Days

1st Year ROI

(per facility)

3 Year ROI
(per facility)

$7.3m (14X)

Use of Proceeds
Breakdown of Costs

TOTAL

(from Funding Date)

$1.6m (3X)

Capital Needs

Hydroponic Facilities:
2 1-Acre Structures
Extraction Equipment for Each Facility
Storage Facility
Power for Facilities
Seed
Labor and Production (Grow 2@45k)
Labor and Production (Extraction 2@45k)

Time to Revenue

Total Units
$
$
$
$
$
$
$

360,000.00
125,000.00
50,000.00
108,000.00
10,000.00
180,000.00
180,000.00

$1,013,000.00

74%

Year over Year Revenue Growth

in The U.S. from $1.5B in 2013
to $2.7B in 2014

Marijuana Industrys Economic

Impact: 2013 - 2019

Infused Product Maker

Profit Margins Compared
to Other Consumer Goods

In Billions of U.S. Dollars

Diagram Key
2013

2014

74% GROWTH IN 2014

1.5 Million
purchasers of legal
cannabis in

2014

$2.7 Billion
Total Sales

80%

RETAIL

20%

WHOLESALE

$252 Million
Washingtons projected
sales increase in

2015

$1.2 Billion
Retail Sales

82%

MEDICAL
USE

18%

ADULT
USE

341%
in Growth
Nevadas
projection for

2015

2 States
with active Adult Use Markets
4 States & D.C.
with Adult Use Laws
14 States
projected to pass new Adult
Use Laws by 2020

Performance
Milestones
& Targets
Setting An Aggressive Pace to Capitalize
on Unprecedented Opportunity

FG management embraces fact-based leadership

and the philosophy that what gets measured, gets
done. That management style combined with the
inherent need to progressively attract the right
resources for growth has guided us to develop a
milestone roadmap for the first 18-24 months of
operations (post R1 financing). Some of the milestone highlights are illustrated on the next page.

Performance Milestones
Launch to 30 days
1. Reverse acquisition complete
2. Stop sign removed/current on filings
3. Creation of advisory board
4. Chariman of advisory board named
5. First funding round complete

First 60 Days
6. Ground-breaking on first hyropnonic facility
7. Completion of first hydroponic facility
8. First hydroponic facility harvest
9. First hydroponic facility extraction
10. New customer 1

61-120 Days
11. 2nd round financing
12. Hydroponic expansion
13. New customer 2
14. New advisory board member
15. Hydroponic expension 3-5

121- Ongoing/Qtr
16. Financial results

11

Chief Executive Officer

Brian E. Sims
Mr. Sims currently provides consulting services to public and private companies in diverse industries. He was with the Council of Marine Carriers (CMC),
an employers association representing member companies in the tugboat
industry principally in British Columbia,Canada, in the capacity of labor relations coordinator for over twenty five years until retiring in 2011.
While with CMC Mr. Sims was the chief spokesperson in contract bargaining
with three marine unions, sat as trustee on two industry benefit plans and two
industry pension plans with aggregate funds under trust of $200 million. Mr.
Sims chaired the industry Employee Family Assistance Plan and the Joint Industry (union-management) Safety Committee. He spearheaded a CMC and
union representation to the BC Provincial Government to establish a provincial marine training school resulting in a $6,000,000 funded Marine Training
Instituteestablished in North Vancouver BC and subsequently a fire fighting
facility in Maple Ridge BC and served as a director for eight years.
He sevred as a board and founding member of the Transportation Career
Development Association, a multiple industry provincial organization which
administrated apprenticeship training in the transportation industry in British
Coloumbia primarily funded by the BC Provincial Government. He chaired
the finance committee for that organization.
Mr. Sims has served as an officer and founding director of several public
companies in both Canada and the United States from the 1980s to present
day. Under his tenure with the earlier public companies he oversaw the successful start up of an operating gold mine in Arizona, development of several
oil producing properties in Independance Kansas and other unrelated business undertakings. Currently, he is CEO and President of The Now Corporation, interim President of First Choice Products Inc., a Canadian public
company undergoing reactivation and a director of Aerius International Inc.
a US public company.

Chief Operating Officer

Frank ODonnell
Frank ODonnell is a hemp and cannabis advocate
from Portland, Oregon with over 20 years of indoor growing experience. He successfully managed
800 hydroponic plants during the 1990s after being discharged from the Marines and has extensive
knowledge of indoor cultivation technique along
with seasoned mechanical abilities.
Frank also has a vast network of medicinal cannabis
growers. In addition, he is a medicinal caregiver
in the states of Oregon and Washington. Frank
has the patience and perseverance that make him
well-suited for an indoor farming operation.

Director

Peter Matousek
Peter has been a proud member of the United
States Navy for eight years and a Veteran of
Foreign War who recently served during
Operation Iraqi Freedom.
Besides his military duty, Peter has been involved
with private and publicly traded companies in
different capacities, such as a public and investor
relations representative, marketing consultant,
advertising executive, founder, director, officer
and CEO.
He has been a frequent contributor to charitable
organizations, such as Ministries to Mexico and
recently contributed to the erection of a War
Heroes Memorial.
His European background and ability to
communicate in other languages helps him
to understand other cultures and traditions.
Peter has attended the University of Maryland
University College and Warner Pacific College,
where he has earned degrees in Associates of
Arts and Bachelors of Business Administration.
Peter currently serves as the CEO of a publicly
traded company, while also managing two
businesses he has founded personally.

Left: Craig Lee and

Right: Senator Joey Pendleton

Craig Lee

Advisors

World renowned hemp cultivation and processing expert as well as a pioneer of hemp legalization and education, Craig Lee is an icon in the
modern industrial hemp movement. Mr. Lee was
named to the Kentucky State Hemp task force
back in 2001 and has worked diligently over the
past 20 years to make Industrial Hemp in Kentucky a reality.
Mr. Lee was also a Producer and has a featured
role in the 2010 documentary film entitled,
Hempsters: Plant the Seed alongside Woody
Harrelson, Willie Nelson, Merle Haggard, Ralph
Nader, and many others.

Michael Lewis
Mr. Michael Lewis began full-time hemp farming
in 2010 and, after supporting local farmers market and community supported agriculture efforts
throughout 2011, founded Americas first Veteran
Oriented food security organization, The Growing Warriors Project, in 2012. Growing Warriors,

which has helped over 65 veteran families grow

more than 18,000 pounds of organic food, exists
to equip, assist, and train our nations military
veterans in agriculture production for themselves,
their families, and the nation.
In 2013, Mr. Lewis was a celebrated recipient of
Kentuckys Local Food Hero Award, an honor
granted by Seed Capital Kentucky and the
Kentucky Department of Agriculture to exceptional individuals who promote local, farm-fresh
food grown in Kentucky. Mr. Lewis has also
served as a member of the Kentucky Industrial
Hemp commission and, with the help of fellow
veterans, operates Americas first federally
permitted Industrial Hemp farm since 1934.

Preston C. Whitfield
Prestons roots began on a family farm in rural
North Carolina. When his familys farm in North
Carolina came to a standstill, Preston found a way
to save the farm with hemp and cannabis during
a chance meeting during the Spring of 2000 with
several heroes in the hemp industry--Jack Herer,

Stephen Gaskin and Gatewood Galbraith, who

shared their vision of uncovering the truth about
cannabis to the world.
Preston received a Degree in Horticulture with
a focus on Greenhouse Design and Horticultural Therapy. In 2003, he moved with his wife,
Leslie, from North Carolina to her hometown of
Boulder, CO. Preston has been an activist for the
legalization of hemp and cannabis speaking out
at the City Council and the State Capitol during
the development of the Colorado medical marijuana laws. In 2012, he launched an educational
campaign--Cannabis pHd. In 2014, Preston
became a Board Director of the American Hemp
Association (AHA) and has been working with
the EPA on utilizing hemp filtration to reduce
mercury and carbon emissions from coal burning
power plants. He also teamed up with the North
Carolina Industrial Hemp Association to help get
movement on the North Carolina hemp bill and
has been instrumental in educating the legislators
and getting the approval of North Carolina Governor Pat McCroy and Commissioner of Agriculture Steve Troxler.

19

Financials
The cornerstone of FGs business plan lies in its
ability to scale the hydroponic facility build-out
on Company-owned Colorado land over the next
three years. With low startup costs, moderate
operating costs, and high yield, high margin revenues per facility, the Company anticipates rapid
growth with manageable risks.

-Revenue Growth
~ $100m in less than 3years
-Gross Margin
Greater than 50%
-Net Income
Greater than 20%

FG ProForma Revenue 2016-2018

In Millions of U.S. Dollars

FPO-FC 3 Yr. ProForma Income Statement

FG 3 Year ProForma Balance Sheet

21

Conclusion
Seldom do such transformational market
conditions emerge and mature so quickly as what
we are currently experiencing in todays medical
marijuana and hemp industry. To be sure, there
are still many hurdles to overcome as each state
optimizes taxation, the impact of black market
sales on competition, and federal oversight.
But the first movers in Colorado, Oregon,
Washington, and Alaska are proving to be agile
enough to adapt to evolving market conditions
and optimize policy for the mutual benefit of
their tax base and the businesses emerging in
this nascent industry. From a macro-economic
perspective several factors are combining to fuel
the industrys explosive rise, which by nearly all
accounts is still in its infancy of growth.

Not unlike the days of prohibition of alcohol in the US, demand has been artificially
suppressed or forced into the shadows of the
black market by legal reforms.
The known uses and superiority of the hemp
plant for textiles, paper, and healthcare products by far outnumber even the most versatile
crop of any kind on the planet.
Recent discoveries of legitimate medicinal
benefits are making headlines every day and
paving the way for eased legislation, especially where non-psychoactive industrial hemp
plants are concerned.
In the United States, marijuana has actually
spent more time being legal than illegal, having been only prohibited in 1937, thus creating generations of pent up interest on both
sides of supply and demand.

Finally, and specifically to the opportunity being

offered by Field of Greens, the business plan is
also strengthened by several risk-mitigating
factors that are intended to ensure success.
Ownership of premium farmland in the
most robust, commercially viable state in
the union for the marijuana and hemp industry, Colorado.

Deep industry experience through an advisory board for the manufacturing, harvesting,
and distribution of hemp oil products.
Use of Hydroponic and distillation extraction innovations to increase crop yields,
accelerate harvest, and reduce environmental
footprint
of each facility.

Broad, existing customer base with strong

product knowledge.
Short time-to-market, time-to-revenue, and
time-to-breakeven windows with exceptional
ROI of 14 times investment principal.
Experienced management team that is qualified to run an organization of this scope.

Physical Address:
100 Whiting Road
Whitewater, CO 81527
Mailing Address:
6431 E. Sandra Terrace
Scottsdale, AZ 85254
(480) 521-4055

23

Appendix
FG Glossary
Cannabis

Cannabis is a plant genus that produces three

species of flowering plants:Cannabis sativa,
Cannabis indica, and Cannabis ruderalis. Cannabis sativa and Cannabis indica are used to
produce both recreational and medical marijuana. Cannabis ruderalis is rarely farmed due to its
natural lower THC content and small stature, but
there is some cross-breeding thanks toruderaliss
unique ability to auto-flower rather than mature based on light, so there is potential for this
variety to grow in popularity. Cannabis is native
to Asia, but grows almost anywhere and has long
been cultivated both for the production of hemp
and to be used as a drug.
CBD

CBD is the abbreviation for cannabidiol, one of

the at least 85 cannabinoids found in cannabis
and the second only to THC when it comes to
average volume. Recently, CBD has gained support for its use as a medical treatment as research
has shown it effectively treats pain,inflammation,
and anxiety without the psychoactive effects (the
high or stoned feeling) associated with THC.
High CBD strains, such as Harlequin, are being
bred more actively and appearing more frequently on the market.
Hemp

Hemp is a fibrous product that can be produced

from the male cannabis plant and can be used in
the manufacture of rope, paper, beauty products,
and a vast array of other products. Hemp plants
have no value as a drug since they are males.

However, they are still considered illegal in the

United States.
Hydroponics

Hydroponics refers to a system of gardening that

does not use soil. Plants are grown in water and
receive their nutrients from the addition of solutions rather than soil. For growers, hydroponic
advantages include more control over nutrient intake and stability. In terms of marijuana production, plants grown hydroponically are sometimes
said to have cleaner, more distinct flavors.
Marijuana

Marijuana is the general term for female cannabis

plants or their dried flowers. Females are distinct
from male plants in that they are the ones that
produce flowers which contain the high percentage of cannabinoids that hold both their medicinal and psychoactive properties.
THC

THC is an abbreviation for tetrahydrocannabinol.

It is the most well-known and most abundantly
available cannabinoid in marijuana plants.
THC is also the component in marijuana that is
responsible for the psychoactive effects, or the
high. Also known as delta-9-tetracannabinol, it
was first isolated in 1964 and is thought to serve
as a natural defense for the plant against pests.
Research has shown THC to be an effective
medical treatment for a range of conditions.
There is no lethal dose of the compound in its
natural form.

Example of hydroponic farming.

Sources Cited

MJ_2014_Growth: ArcView Group; The State of Legal Marijuana

Markets 3rd Edition; Jan. 26, 2015

MJ_State_Laws: ProCon Founding Fathers on Religion in

Government. ProCon.org and CelebStoner.com http://medicalmarijuana.procon.org/view.resource.php?resourceID=000881
May 5th, 2015 http://www.celebstoner.com/news/marijuana-news/2013/08/23/marijuana-laws-nationwide/ June 15, 2015

MJ_Compared_Profit_Margins: Yahoo Finance; Copyright

2015, Marijuana Business Media, a division of Anne Holland
Ventures Inc. April 2015

MJ_SQft_vs_Industries: Statista.com; BizBuySell.com; Copyright 2015, Marijuana Business Media, a division of Anne Holland
Ventures Inc.

MJ_Economic_Impact: Copyright 2015, Marijuana Business

Media, a division of Anne Holland Ventures Inc. April 2015

MJ_Top_5_State_Sales: ArcView Group; The State of Legal Marijuana Markets 3rd Edition; Jan. 26, 2015

MJ_Economy_Stats: ArcView Group; The State of Legal Marijuana

Markets 3rd Edition; Jan. 26, 2015

MJ_vs_Industries: Marijuana Business Daily; Statista.com;

Copyright 2015, Marijuana Business Media, a division of Anne
Holland Ventures Inc.

MJ_12_Month_Forecast: Copyright 2015, Marijuana Business

Media, a division of Anne Holland Ventures Inc. April 2015

MJ_Hemp_Flow_Chart: CRS, adapted from D. G. Kraenzel et al.,

Industrial Hemp as an Alternative Crop in North Dakota. AER402, North Dakota State University, http://purl.umn.edu/23264
July 23, 1998
MJ_Sales_Estimates: Copyright 2015, Marijuana Business
Media, a division of Anne Holland Ventures Inc. April 2015

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San Diego, CA 92131
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info@productiontwo77.com
951.878.9677

25