Category: aBIZinaBOX Inc. and Jordan S. Zoot

The merriment of the holiday season has not overtaken California’s cannabis industry as 2019 comes to a close. The Legislature, Governor Newsom’s office, cannabis regulatory agencies (principally BCC, CalCannabis, CDPH, and CDTFA), law enforcement agencies, and a multitude of other groups and individuals interested in this industry have been confronted with the reality of a disaster. To paraphrase my father’s recurring admonition when something I attempted went wrong, “It is your own damn fault because you did not think it through.”

We are busy with a cross-country relocation, but we nevertheless felt compelled to make a quick comment in response to NORML’s knee-jerk December 23, 2019, post.

Our interest in California’s cannabis industry extends far beyond taxes. We have a substantial personal and historical perspective relating to cannabis in California. Members of our staff have been involved in California’s cannabis industry since Haight-Ashbury was the place to be in the mid-1960s. Members of our team have witnessed both the damage and the benefit of cannabis. Members of our staff have observed first-hand the injuries the federal government has caused through misguided, oppressive, and racist policies relating to cannabis. “Cannabis is a dangerous drug. Greed is also a dangerous drug. The combination of these two drugs is the principal reason for the chaos in California ‘s cannabis industry. Of these two drugs, greed is the more dangerous.”

A few days ago, we published a short note that described how a Cannabis Cooperative Association (“CCA”) could be utilized to circumvent the confiscatory nature of Internal Revenue Code (“IRC”) §280E[i]. Several our readers, including some purported experts, advised us that our suggestion would not work for them because the business organization with which they were involved pre-dated the enabling legislation for CCAs…………..Read the law! The California Legislature anticipated this problem.

Corporate Transparency Update. The focus of this column has been on the legal cannabis industry in California. However, many of our clients and regular readers are aware that our practice also focuses on……

The recent Tax Court decision in Northern California Small Business Assistants Inc. v. Commissioner [“Nor Cal”][1] made what is perhaps the most damning statements[2] yet regarding the application of IRC Sec. 280E to cannabis dispensaries. The Court stated……

An Elegant Solution – we are writing this article for the cannabis cultivators of the Emerald Triangle as well as all of the cannabis growers in smaller and less well-recognized enclaves of cannabis cultivation throughout California. This Article Is For You!

The two Harborside cases created an opportunity for analysis and a solid foundation for tax planning going forward for the cannabis industry. Such planning is what tax professionals should be engaged with on a daily basis.

October 17th is remembered by many Californians as the anniversary of the Loma Prieta earthquake. Both the San Francisco Bay Bridge and the Cypress Freeway collapsed. Millions around the world witnessed the fires in the Marina District. The Loma Prieta earthquake is now a memory for most Californians. More recent disasters have supplanted these memories. Many present day Californians were not here.

We once again visit the Tax Court’s decision in Harborside[1]. This time we will focus on statements made to the public and in financial statement related disclosures. More importantly, we will focus on what has NOT been said. Lest anyone suggest we are beating a dead horse, the Tax Court decision yesterday in Northern California Small Business Assistants, Inc. v. Commissioner, 153 T.C. No. 4 (October 23, 2019), confirms the predictions we made two years ago.

We were prompted to write this note in part by an article published on the Harris Bricken Canna Law Blog entitled, Five Common Problems in California Cannabis M&A Transactions. The article describes five minor, and very obvious, points that must be considered in connection with such a transaction:

California Repeals 280E for Personal Income Tax – Existing law, the Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA), among other things, consolidates the licensure and regulation of commercial medicinal and adult-use cannabis activities and authorizes persons to conduct specified commercial cannabis activities, as defined, in the state.

The California Dept. of Tax and Fee Administration [“CDTFA”] just issued a set of regulations that apply to the “Marketplace Facilitator Act”. This new law which has been unnoticed by most in California’s cannabis industry could be applied to Weedmaps and others who facilitate sales of cannabis to California residents.

We don’t have experiences that impress or “WOW” us very often. Perhaps we have become jaded. However, we had one today, and are still attempting to digest it. We spend most of our time working in the commercial cannabis industry in California – complaints about the complexity of licensing, tax reporting and regulatory compliance are constant. The implementation of the METRC compliance system in California became a running joke with single and double digit usage out of thousands of licensees.

CA AG’s Office Press Release February 2019. “Friday, February 22, 2019 .California Attorney General Xavier Becerra and Assembly woman Lorena Gonzalez (D-San Diego) today at the Port of San Diego unveiled legislation to substantially strengthen the state’s efforts to combat the illegal underground economy in California that targets the most vulnerable members of our community. Assembly Bill 1296 will expand California’s unique, multi-agency task force of law enforcement professionals known as the Tax Recovery and Underground Economy (TRUE) Team that currently operates out of Sacramento and Los Angeles.”

Un Pesce Marcisce Dalla sua Testa is an old Sicilian proverb that translates “a fish rots from its head”. The statement appears to be an accurate summary of present condition of both the private and governmental sides of California’s cannabis industry.

Who is Inept? – We were surprised a few days ago when we discovered California Cannabis Industry Association (“CCIA”) has been suspended by the Franchise Tax Board (“FTB”).  At the moment CCIA lacks the authority to engage in business.  We stumbled across this information quite inadvertently.  We were checking to see if the National Cannabis Industry Association (“NCIA”) was authorized to engage in business in California as a foreign corporation.

What about medical cannabis cooperatives?  What about adult-use cannabis collectives and cooperatives?  Depending on who you ask the answers will be, Yes, No or Maybe.  All three of these answers may be correct answers to all of these questions.  The questions are not as simple as they appear to be.

This is the last of the four articles we decided to publish to illustrate the savings for consumers, and additional profits for cultivators, that can be produced through the use of a properly organized Cannabis Cooperative Association (“CCA”). This article describes the savings for consumers, and the additional profits for cultivators, that can be produced through the movement of extracted oil as medical cannabis through a fully integrated CCA.