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Business Plan
CONFIDENTIAL
March 25, 2018
The undersigned reader of Cannæstate Holdings Corp.’s Business Plan (“Cannæstate” or the “Company”)
hereby acknowledges that the information provided is completely confidential and therefore the reader
agrees not to disclose anything found in the business plan without the express written consent of
Cannæstate.
It is also acknowledged by the reader that the information to be furnished in this business plan is in all
aspects confidential in nature, other than information that is in the public domain through other means
and that any disclosure or use of the same by the reader may cause serious harm and or damage to
Cannæstate.
Upon request this business plan document will be immediately returned to Cannæstate.
Applicable Law
__________________________________________________
Signature
__________________________________________________
Printed Name
With the passage of Proposition 64, California is poised to become the world’s largest
marijuana market with more than $1.5 billion in additional revenue coming into the state
during 2018. With a projected CAGR of more than 20% through 2020, the marijuana
industry in California is one of the hottest markets in the United States and Cannæstate is
poised to become one of the nation’s largest players. Through a unique ownership
structure whereby Cannæstate will be the primary shareholder in three LLCs, the Company
will create a vertically integrated cannabis production and distribution company with
economies of scale, and profit margins, that are unachievable in the current market
environment. Therefore, not only will Cannæstate bring to market some of the best
branded products in the industry, they will do so more efficiently and at a lower cost than
any potential competitor.
Appendix............................................................................................................................. 29
LLCs – Articles of Organization ............................................................................................................ 31
Product Portfolio – Current Products .................................................................................................. 40
Product Portfolio – Financial Performance .......................................................................................... 41
Product Portfolio – Future Expansion .................................................................................................. 41
Product Summary
Cannæstate, through the collection of the Company’s LLC ownership, will achieve full vertical integration
through all stages of the cannabis production cycle, from cloning through to distribution. Across the
Company’s two facilities, totaling more than 28,000 sq. ft., Cannæstate will be producing up to 30,000
lbs. of product annually. Cannæstate will be growing products that will be packaged as flower, sold as
pre-rolls, or used for extracts based on the end-product’s quality and consumer demand. This type of
flexibility is one of the key differentiators for Cannæstate versus the competitors.
By consolidating the supply chain and providing a single point of management oversight, Cannæstate will
be able to produce all their branded products in-house while also building a sophisticated set of processes
allowing the Company to also be a highly successful 3rd party contract manufacturer for entrepreneurs
and other companies in the cannabis industry looking for a stronger go-to-market strategy or lower costs.
In addition to state-of-the-art facilities, Cannæstate’s management team also will allow their sister
company, Elevated Agency, to run Cannæstate’s brand development process. Elevated Agency will work
with new brands from concept and licensing all the way to distribution. This additional service is another
reason that Cannæstate will become the premier launching pad for new brands in the cannabis industry.
Market Summary
The recent passing of Proposition 64 in November 2016 has made California one of the most recent states
to legalize recreational marijuana for adult use with marijuana shops opening their doors on January 1,
2018. As more and more states begin to legal both medical and recreational marijuana use, the industry
is growing at a rapid pace. Marijuana sales in North America reached $6.73 billion in 2016—reflecting
As the general public’s sentiment toward the legalization of marijuana continues to become more
favorable, more than 64% of people support marijuana legalization with 8 states already allowing adult-
use, the industry is experiencing significant tailwinds that Cannæstate will be able to capture is it looks
to vertically integrate through the full production process to maximize economics of scale.
Keys to Success
• Ensure that the modified building is EPA compliant and equipped with all state-of-the-art
technology offerings available.
• Establish strict procedures for quality control, environmental policies, and workplace ethics.
• Only hire and train experienced workers that have been pre-vetted and licensed.
• Follow the best cultivation processes to ensure consistent quality.
• Manage costs and production schedules to ensure that the facility is operating optimally and
maximizing production yield.
Below is a detailed breakdown of startup expenses and asset allocation, including the cash needs for the
first year that equate to the cash on hand remaining from financing.
Product Description
Strains will be selected based on those with the highest return on investment based on the various market
prices and potential yields. While strains are subject to change based on market prices and yield
performance, some strains may be utilized consistently throughout the Company’s growing cycle in order
to develop a brand reputation for offering a high-quality product. Cannæstate also has the tools and
technology to create their own genetically unique cannabis, providing the Company an additional barrier
from new competition. At this time, Cannæstate is currently working on developing multiple strains of
product that will each have their own benefits, growing habits, and effects.
While specific details on each strain are not available, Cannæstate has decided to group all growing
initiatives into the following three buckets:
These are the main strains that the business will generate income from initially. Cannæstate will
dedicate the majority of its resources to growing and cultivating these strains, ones that are
already proven successful in the market, in order to generate cashflow to funnel into oils and
other experimental strains unique to Cannæstate.
These strains are developed exclusively for press, including oils, that will supplement the sale of
Cannæstate’s main strains that are used for flower sales.
These strains are experimental and while they will not initially have a meaningful footprint in the
production facility, Cannæstate is determined to find unique products to bring to market that
will separate the Company from its competitors.
Organization Structure
Based on current legislature and licensing requirements, Cannæstate has developed an innovative way of
achieving vertical integration in the cannabis industry at a time when competitors are still only owning
one part of the supply chain. Through Cannæstate’s role as the primary shareholder in through separate
LLCs that the Company has invested in, Cannæstate has replicated the full cannabis supply chain in order
The three LLCs that Cannæstate will be the primary shareholder of are detailed below:
FuTech, LLC.
HiTech, LLC.
For decades, all Cannabis transactions in the United States were conducted under implicit or explicit
prohibition. States have increasingly moved to legalize nonprofit Cannabis growing for medical purposes,
however, as well as implement regulations for organizations that produce and distribute Cannabis. The
growing acceptance of medical Cannabis is providing operators and investors with unprecedented
opportunities, while leading to growth in states with legal adult use recreational laws. California is one of
the states that is poised to generate significant benefits from legalizing adult-use marijuana as the
estimates market size for marijuana in California is $8.5 billion and this will bring in more than $4.3 billion
in revenue to the state, of which $1.6 billion is derived from adult use.
The rise in popularity of the consumer cannabis industry appears to be closely aligned with the rise in craft
breweries and the craft beer industry. As the cannabis industry expands, consumer purchase habits are
anticipated to be driven by taste, product quality, and overall experience. This consumer purchasing
power will drive companies, in order to be successful, to create brands across multiple consumer
demographics and taste profiles. Additionally, similar to craft breweries, the cannabis industry is ripe for
consolidation and acquisitions, as evident when Corona acquired a $191 state in the world’s largest legal
marijuana producer and Aphria bought Indoor Cannabis Grower for $230 million. As the industry grows,
brands will carve out niches within the market and large organizations will grow through acquisitions in
order to achieve economies of scale, similar to large beverage companies and craft breweries.
North American consumers spent $6.7 billion on legal cannabis products in 2016, up 34% from $5.0 billion
in 2015. The growth continues a robust pattern that Arcview estimates will lead to a $22.6-bilion market
in 2021 at a 27% compound annual growth rate. While Canada is included in Arcview’s market view for
the first time, the United States represented 87% of legal spending in 2016. California accounted for 27%
of the 2016 legal market in North America, Colorado represented 20% and Washington represented 11%.
The U.S. commerce industry in 2017 is best characterized by a continual shift away from traditional
experiences with more consumers opting to purchase new and previously unattainable items (hence the
rise in marijuana tourism). As the consumer trends continue to shift, the overall industry demand is still
largely impacted by macroeconomic factors such as disposable income and unemployment rates. From
an economic standpoint, the United States market continues to add jobs, see strong disposable income
and low unemployment rates, all of which ultimately adds to the increased consumer demand and
spending power to use on legal or medicinal marijuana.
The high-quality marijuana market, including medicinal, is dependent on the rise in disposable income
within the United States. As per capita disposable income has risen since the recession, consumers have
felt the freedom to make more deliberate and oftentimes extravagant purchases. Additionally, as national
unemployment rates have fallen since the recession, consumers, particularly millennials, are less focused
on saving money and more concerned with buying goods, food, and experiences that are authentic,
unique, and potentially as an alternative to costly medical problems.
As the states continue to adopt a more progressive stance on marijuana use, the public’s sentiment has
risen in lockstep with 64% of people favoring the legalization of recreational and medicinal use. As the
public’s favorability toward marijuana usage has risen since 1996, Arcview projects more than 30 states
plus Canada will have active legal markets by 2021 with further upside as they are not projecting Florida
or New York, two of the largest markets, to be fully legalized by 2021. Furthermore, Arcview believes that
The recent enactment of Proposition 64 coupled with the new presidency which has expressed a national
policy against legalization with avoidance of state level control likely means that the market in California
will reflect that of Colorado. California, as a separate entity, is the 6th largest economy in the world with a
$2.6 trillion GDP. Given the size of the potential target demographic, California’s marijuana market is
already projected to be worth $8.5 billion, of which $5.7 billion will be for adult use.
As detailed in the chart below, the potential revenue income generated by the state of California from the
passage of marijuana laws is currently $2.8 billion for 2017 and will grow to $6.5 billion by 2020. This
growth is due to the significant rise of the adult use business. This business was non-existent in 2017 and
is projected to grow to a $3.9 billion by 2020, representing a 23% CAGR.
Product Lifecycle
Given Cannæstate’s vertically integrated entities, who all share a consulting and management group, the
Company is confident that they will be able to not only maximize their product yield while minimizing
waste but also develop a superior group of branded products that do not exist in the market today.
Cannæstate will be developing branded products, including captive brands and as brands where
Cannæstate is the contract manufacturer, that they will then package and market to the Company’s vast
network of potential buyers in order to maximize product velocity and allow for Cannæstate to drive
increased yield efficiencies by turning each branded product quicker through the production process. By
owning all stages of the production cycle, Cannæstate will be able to achieve economies of scale and drive
up profit margins for the Company.
Facility Enhancements
In order to achieve the level of yield that Cannæstate is targeting, they have developed a truly state-of-
the-art growing and production facility that not only is able to generate more than 30,000 lbs. of product
per year but can do so by leveraging the following resources:
• Full LED lighting system, utilizing SPYDRx lights, that is able to reduce the electricity cost per pound
from $600 for traditional lighting to only $200 per pound
• Full LED lighting also reduces air conditioning costs given the low heat emissions of LED lights
• Sacramento Canna will also achieve increased efficiencies by exclusively using veteran growers
who have more than 10 years of experience in the industry. Experienced growers are able to
maximize yield without using unnecessary and wasteful resources like electricity and water,
unless required for growth
• With the full LED lighting system and the experienced growers, Sacramento Canna beats the
competition by generating between 1.55 to 2.25 grams per watt compared to the industry
average of 1.5 grams per watt
Manish Patel
Title
Mr. Patel, serving as the Title, has been heavily involved in the cannabis industry for over a decade and
have gained a wealth of knowledge in the space, which he has continually leveraged to help build several
successful cannabis companies. Since being introduced to the cannabis industry in 2004, Mr. Patel has
advocated for the removal of the stigmas surrounding cannabis and has been at the forefront of this
rapidly growing industry. Manish’s main focus over the last few years has been to combine his professional
capabilities with his passion for the cannabis industry, while tapping into his deep network in order to
create a national cannabis enterprise.
Having grown up in New Jersey, Mr. Patel completed a double major in mathematics and economics at
Rutgers University before receiving a Juris Doctorate from New York Law School and a Master in Business
Administration from Baruch College’s Zicklin School of Business. While in Law School, he co-founded
Millennium Asset Management, Inc., for which he is presently the CFO. After passing the bar in NY and
NJ, he co-founded Sentient Law Group, P.C., a boutique Manhattan law firm specializing in business
planning, corporations, and finance.
Bryan Kern
Title
Mr. Kern has been involved in the cannabis industry his entire adult life and is a second-generation
cultivator. Mr. Kern started his first indoor grow in 2009 and has since moved on to large scale medical
cannabis grows in California. He has devoted the last four years to perfecting his craft by founding and
operating several medical cannabis gardens ranging from half an acre to over three acres in size. Mr.
Kern’s experience cultivating cannabis for the past eight years coupled with the experience received from
his father and many other growers around him has allowed Mr. Kern to develop into a master grower.
Mr. Kern truly has a passion for growing cannabis and wants to continue the mastery of his craft for the
rest of his life.
Mr. Kern was born and raised in Long Island, New York. He attended colleges at Suffolk Community and
Nassau Community, where he played football and finished a 2-year associates degree in liberal arts. He
attended Stony Brook University for one semester before leaving in 2013 to start and manage a
landscaping business full-time.
Cannæstate will have personnel in each department that is to be hired on a contract basis with a
background aligned with the specific process to be followed. The team will consist of horticulturists,
finished plant producers, trimmers, managers, and a security/admin personnel. Additional floor level
management may also be hired such that they may oversee the efficiency and productivity of the
production floor. Staff will initially be hired on a part time basis, with the potential for full-time as the
operation scales.
Horticulturists: The horticulturists are responsible for caring for the plant and ensuring that all
processes and machinery is functioning properly. The role is also responsible for applying
predetermined amounts of nutrients, water, and the management of plant growing cycles in
compliance with the Company’s cultivation process. Since contrasting strains grow differently, it
will take an experienced professional to understand the unique treatment of each strain. Given
the intricacies of the position, Cannæstate is only using 3rd and 4th generation growers who have
experience growing in a variety of situations and with multiple strains while maintaining a high-
quality product.
Processor: The processing team will have a background in quality control inspection so that they
are familiar with a high-performance role that also trains them to inspect defective products.
Seeds or loose stems and leaves that enter the processing area will be removed and additional
screening will take place to reduce the amount from entering the processing area.
Security: The facilities will be constantly monitored by an experienced security services firm
during non-working hours. This will ensure that the facility is constantly maintained and
Cannæstate will be sufficiently protected once plants are onsite.
Strengths
• The management team has extensive experience in the cannabis industry with experience
ranging from production to product creation to sales and marketing to distribution.
• The Company has a development plan to ensure the consistency and quality of the products.
• The management team has a deep network of wholesale relationships in the space that will
ensure constant product velocity.
• Sustainable building practices will be implemented to conserve energy and water consumption.
• The building site is designed to produce a maximum yield per square foot.
• Despite market saturation, Cannæstate can achieve the lowest cost to produce in the state
Weaknesses
• The long-term product demand is unknown, so it is feasible the market will be oversaturated.
• Market saturation may lead to depressed wholesale prices.
• Building the facility may increase the initial investment needed to expand operations.
Opportunities
Threats
• The medication is still federally illegal, which makes the future market potential unclear.
• There is the risk of market adoption rates, which may only be projected at this point.
• It is possible that some potential patients have already left to medicalized states.
• Many competitors will enter the market to aggressively compete for price and quality.
Marketing Plan
The marketing plan is focused around educating the market, creating customer loyalty through high
quality products and outstanding customer service, and community engagement. The individual brands
will also be positioned in the market as premier products while Cannæstate will offer a full suite of
proprietary branded, private label, and wholesale products. The Company already has relationships in
place with distributors, currently partnered with companies like Leafly.com, to sell the product to
maximize yield but will be using various promotional strategies to further brand reach and increase
customer engagement.
Promotion Strategy
Once a dispensary and/or wholesale buyer is registered with Cannæstate, the staff will utilize their best-
in-class 3rd party CRM platform, Brandboom, that will function as a virtual showroom where buyers can
see the product, pricing, and place orders directly in the system. The system also integrates with email so
that Cannæstate can send unique email codes to buyers who will use them to purchase products, thus
allowing Cannæstate to track individual buying history automatically.
Website Strategy
A professional website will be created for each unique branded product utilizing search engine
optimizations (SEO), pay per click ads and display advertising. Cannæstate’s brand websites will be easy
to navigate, have a professional theme, with instructions for wholesale buyers.
Enterprise Sales
Cannæstate will initially begin distributing within the management team’s already established network of
over 300 dispensaries where the owner’s Ganja Gold product has already sold successfully. Over the past
four years, the ownership team has built one of the most sophisticated dispensary networks in California
all driven by the success of Ganja Gold. With Cannæstate, the ownership team as well as their promotion
arm, Elevated Agency, will drive and promote each new brand through the existing dispensary network
enabling each brand’s products to sell quickly once they hit the market.
Startup Summary
Below is a detailed breakdown of startup expenses and asset allocation, including the cash needs for the
first year that equate to the cash on hand remaining from financing.
Projected Cash Flow By Year ($000) Projected Net Income By Year ($000)
180000 60000
160000
140000 50000
120000 Net Cash Flow 40000
100000
80000 30000
60000
20000
40000
Cash Balance
20000 10000
0
Year Year Year Year Year 0
1 2 3 4 5 Year 1 Year 2 Year 3 Year 4 Year 5
Financial Indicators
120%
Gross Margin
100%
80%
Net Profit Margin
60%
20%
Return on Assets
0%
Year 1 Year 2 Year 3
Breakeven Analysis
$30,000,000
$25,000,000
COST-VOLUME-PROFIT
$20,000,000
$15,000,000
$10,000,000
$5,000,000
$0
0
11250
10000
12500
13750
15000
16250
17500
18750
20000
1250
2500
3750
5000
6250
7500
8750
NET UNITS
70000
60000
50000
40000
30000
20000
10000
0
Year 1 Year 2 Year 3 Year 4 Year 5
Month 12
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Month 7
Month 8
Month 9
Month 10
Month 11
Projected Cash Flow
20,000,000
5,000,000
-
Month 6
Month 1
Month 2
Month 3
Month 4
Month 5
Month 7
Month 8
Month 9
Month 10
Month 11
Month 12
(5,000,000)
Revenue
$100,000,000
$90,000,000
$80,000,000
$70,000,000
$50,000,000
Most
$40,000,000 Likely
$30,000,000 Worst
Case
$20,000,000
$10,000,000
$-
Year 1 Year 2 Year 3 Year 4 Year 5