What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-03-31 compared with 2020-03-26 · 378 added, 277 removed, 376 unchanged (64% of the section changed)

10 unchanged sentences

may not necessarily represent actual transactions.

Quarter Ended

December 31, 2020

41 unchanged sentences

Shares and Holders

As of March 26, 2020, our authorized capital

stock consists of 100,000,000 shares of common stock, $0.001 par value per share, 12,011,548 of which were issued and outstanding,

and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,000,000 of which were issued and outstanding.

of March 30, 2021, our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, 12,141,548

of which were issued and outstanding, and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,000,000 of which

were issued and outstanding.

of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.

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then in office.

SELECTED FINANCIAL DATA

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

33 unchanged sentences

in this annual report on Form 10-K.

Properties is a strategic real estate development firm whose primary mission is to provide real estate and sustainability services

for clients in the regulated cannabis industry, positioning the company for real estate acquisitions and revenue growth.

intends to pioneer sustainable development for emerging industries, including the regulated cannabis industry.

The Company is

an accredited member of the Better Business Bureau, the U.S.

Properties is a strategic real estate development firm whose primary mission is to provide specialized real estate and sustainability

services for clients in the regulated cannabis industry, positioning the company for real estate investments and revenue growth .

We intend to pioneer sustainable development for emerging industries, including the regulated cannabis industry.

accredited member of the Better Business Bureau, the U.S.

Green Building Council, and the Forbes Real Estate Council.

focuses on investing capital to acquire and develop commercial properties to be leased on a triple-net basis, and engaging clients

that face zoning, permitting, development, and operational challenges.

The Company provides development strategies and advisory

services that could potentially have a major impact on cash flow and property value.

The Company does not grow, harvest, sell

or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended

(the “CSA”).

Company intends to develop and expand multiple business divisions, including a commercial real estate brokerage team, an advisory

services division, and a nonprofit charitable organization to focus on community prosperity.

Each of these operating divisions

are important elements of the overall business development strategy for long-term growth.

The Company believes in the value of

building relationships with clients and local communities in order to position the company for long-term portfolio and revenue

growth backed by sophisticated, safe, and sustainable assets and clients.

core of our business involves identifying and developing properties that intend to operate within highly regulated zoning and

permitting regions, including the regulated cannabis industry.

Within highly regulated industries, local municipalities typically

develop strict planning and zoning regulations that dictate the specific locations at which regulated properties can operate.

These regulations often create complex permitting processes and can include non-standard setbacks for each location;

restricting a regulated property or facility from operating within a certain distance of any parks, schools, churches, or residential

When an organization can collaborate with local representatives, a proactive set of rules and regulations can be established

and followed to meet the needs of both the regulated operators and the local community.

the year ended December 31, 2019 and 2018, substantially all of our revenues were generated from our Significant Tenant which

is located in the State of Arizona.

Company currently maintains a portfolio of properties that we own, develop, and lease.

In addition, we may provide on-going advisory

services at each property that is leased to operating tenants.

Each property undergoes a development life cycle.

Areas of development

that may require advisory services can range from initial property identification and zoning authorization to complete architectural

design, utility installation, property management protocol, facilities management systems, and security system installation.

the year ended December 31, 2018, improvements made to rental properties amounted to $829,357.

No improvements were made during

the year ended December 31, 2019.

As of December 31, 2019, a summary of rental properties owned by us consisted of the following:

Chino Valley, AZ

Green Valley, AZ

Mixed-use warehouse/office

Greenhouse / Nursery

Retail (special-use)

Medical Marijuana Business Park

Medical Marijuana Cultivation Facility

Future Development

Medical Marijuana Dispensary

Date Acquired

Lease Start Date

Lease End Date

Month to month

Total Properties

Land Area (Acres)

on investing capital to acquire and develop commercial properties to be leased on a triple-net basis, and engaging clients that

face zoning, permitting, development, and operational challenges.

We provide development strategies and advisory services that

could potentially have a major impact on cash flow and property value.

We do not grow, harvest, sell or distribute cannabis or

any substances regulated under United States law such as the CSA.

We are in the process of developing and

expanding multiple business divisions;

including an advisory services division, a licensed commercial real estate brokerage division,

a real estate division focused on franchise services, a real estate division focused on real estate data, and a nonprofit charitable

organization to focus on community prosperity.

Each of these operating divisions are important elements of the overall business

development strategy for long-term growth.

We believe in the value of building relationships with clients and local communities

in order to position the Company for long-term portfolio and revenue growth backed by sophisticated, safe, and sustainable assets

The core of our business involves identifying

and developing commercial properties that intend to operate within highly regulated industries, including the regulated cannabis

Within highly regulated industries, local municipalities typically develop strict regulations, including zoning and permitting

requirements related to commercial real estate, that dictate the specific locations and parameters under which regulated properties

These regulations often include complex permitting processes and can include non-standard codes governing each location;

for example, restricting a regulated property or facility from operating within a certain distance of any parks, schools, churches,

or residential districts, or restricting a regulated property from operating outside a defined set of hours of operation.

an organization can collaborate with local representatives, a proactive set of rules and regulations can be established and followed

to meet the needs of both the regulated operators and the local community.

the year ended December 31, 2020 and 2019, substantially all of our revenues were generated from triple-net leases to tenants

that are controlled by one entity (each, a “Significant Tenant”

and collectively, the “Significant Tenants”),

which is located in the State of Arizona.

The Company currently maintains a portfolio of properties that

we own, develop, and lease.

We currently lease land and/or building space at all five of the properties in our portfolio.

of the properties are leased to licensed and regulated cannabis tenants and are located in areas with established zoning and permitting

Two of the leased properties are zoned and permitted as licensed and regulated cannabis dispensaries, and two of the

leased properties are zoned and permitted as licensed and regulated cannabis cultivation facilities.

Each regulated property may

undergo a non-standard development process.

Various development requirements in this process may include initial property identification,

zoning authorization, and permitting guidance in order to qualify a commercial property for subsequent architectural design, utility

installation, construction and development, property management, facilities management systems, and security system installation.

During the year ended December 31, 2020,

we made improvements to rental properties of $9,565.

No improvements were made during the year ended December 31, 2019.

of December 31, 2020, a summary of rental properties owned by us consisted of the following:

Chino Valley,

Green Valley,

(special use)

Land Area (Sq.

Undeveloped Land Area (Sq.

Developed Land Area (Sq.

Total Rentable Building Sq.

Vacant Rentable Sq.

Land Area (Sq.

Rentable Building Sq.

rented as of December 31, 2020

Annual Base Rent:

Annual base rent represents amount of cash payments due from tenants.

$ per Rented Sq.

Chino Valley, AZ

Green Valley, AZ

rent is for land only and annualized $ per rented square foot is not presented.

states plus the District of Columbia have passed laws permitting their citizens to use medical cannabis.

Marijuana remains

classified as a Schedule I controlled substance by the U.S.

Drug Enforcement Agency (the “DEA”), and the U.S.

of Justice (the “DOJ”), and therefore it is illegal to grow, possess and consume cannabis under federal law.

27, 2018, however, the DEA announced that drugs, including “finished dosage formulations”

of cannabidiol (“CBD”)

and tetrahydrocannabinol (“THC”) below 0.1%, will be considered Schedule 5 drugs as long as the medications have been

approved by the U.S.

Food and Drug Administration.

THC and CBD are two natural compounds found in cannabis plants.

main psychoactive compound in marijuana, while CBD is an antagonist to, and inhibits the physiological action to, THC.

bans cannabis-related businesses;

the possession, cultivation and production of cannabis-infused products;

and the distribution

of cannabis and products derived from it.

Furthermore, the U.S.

Supreme Court has confirmed that the federal government has the

right to regulate and criminalize cannabis, including for medical purposes, and that federal law criminalizing the use of cannabis

preempts state laws that legalize its use.

the Obama Administration, the DOJ previously issued memoranda, including the so-called “Cole Memo”

on August 29, 2013,

providing internal guidance to federal prosecutors concerning enforcement of federal cannabis prohibitions under the CSA.

guidance essentially characterized use of federal law enforcement resources to prosecute those complying with state laws allowing

the use, manufacture and distribution of cannabis as an inefficient use of such federal resources when state laws and enforcement

efforts are effective with respect to specific federal enforcement priorities under the CSA.

January 4, 2018, then-U.S.

Attorney General Jeff Sessions issued a written memorandum rescinding the Cole Memo and related internal

guidance issued by the DOJ regarding federal law enforcement priorities involving marijuana (the “Sessions Memo”).

The Sessions Memo instructs federal prosecutors that when determining which marijuana-related activities to prosecute under federal

law with the DOJ’s finite resources, prosecutors should follow the well-established principles set forth in the U.S.

Attorneys’

Manual governing all federal prosecutions.

The Sessions Memo states that “these principles require federal prosecutors deciding

which cases to prosecute to weigh all relevant considerations, including federal law enforcement priorities set by the Attorney

General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes

on the community.”

The Sessions Memo went on to state that given the DOJ’s well-established general principles, “previous

nationwide guidance specific to marijuana is unnecessary and is rescinded, effective immediately.”

is unclear at this time what impact the Sessions Memo will have on the regulated cannabis and marijuana industry.

pursuant to the current omnibus spending bill previously approved by Congress, the DOJ was prohibited from using funds appropriated

by Congress to prevent states from implementing their medical-use cannabis laws.

This provision, however, will expire on September

There is no assurance that Congress will approve inclusion of a similar prohibition on DOJ spending in the appropriations

bill for future years .

Although we are not engaged in the purchase, sale, growth, cultivation, harvesting, or processing of medical-use

marijuana products, we lease our properties to tenants who engage in such activities, and therefore strict enforcement of federal

prohibitions regarding marijuana could irreparably harm our business, subject us to criminal prosecution and/or adversely affect

the trading price of our securities.

base rent represents amount of cash payments due from tenants.

$ per Rented Building Sq.

- rented vacant land only.

Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, even for

medical purposes.

Therefore, federal law criminalizing the use of marijuana preempts state laws that legalize its use for medicinal

federal government regulates drugs through the CSA, which places controlled substances, including cannabis, in a schedule.

Cannabis is classified as a Schedule I controlled substance.

A Schedule I controlled substance is defined as a substance

that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high

potential for abuse.

The DOJ defines Schedule I drugs, substances or chemicals as “drugs with no currently accepted medical

use and a high potential for abuse.”

However, the FDA has approved Epidiolex, which contains a purified form of the drug

CBD, a non-psychoactive ingredient in the cannabis plant, for the treatment of seizures associated with two epilepsy

The FDA has not approved cannabis or cannabis compounds as a safe and effective drug for any other condition.

pursuant to the Farm Bill, CBD remains a Schedule I controlled substance under the CSA, with a narrow exception for CBD derived

from hemp with a THC concentration of less than 0.3%.

Company maintains its operations so as to remain in compliance with the CSA.

Even in those jurisdictions in which the manufacture

and use of medical marijuana has been legalized at the state level, the possession, use and cultivation all remain violations

of federal law that are punishable by imprisonment and substantial fines, and the prescription of marijuana is a violation of

Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating

these federal controlled substance laws, or conspire with another to violate them.

inconsistencies between federal and state regulation of cannabis were addressed in the Cole Memo, which then-Deputy Attorney General

James Cole sent to all U.S.

District Attorneys in 2013 outlining certain priorities for the DOJ relating to the prosecution of

cannabis offenses.

The Cole Memo acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance

at the federal level, several states had enacted laws authorizing the use of cannabis for medical purposes.

The Cole Memo noted

that jurisdictions that have enacted laws legalizing cannabis in some form have also implemented strong and effective regulatory

and enforcement systems to control the cultivation, processing, distribution, sale and possession of cannabis.

As such, conduct

in compliance with those laws and regulations is less likely to implicate the Cole Memo’s enforcement priorities.

did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient

under the Cole Memo.

In light of limited investigative and prosecutorial resources, the Cole Memo concluded that the DOJ should

be focused on addressing only the most significant threats related to cannabis, such as distribution of cannabis from states where

cannabis is legal to those where cannabis is illegal, the diversion of cannabis revenues to illicit drug cartels and sales of

cannabis to minors.

January 4, 2018, former U.S.

Attorney General Jeff Sessions issued the Sessions Memo, which rescinded the Cole Memo.

Sessions Memo stated, in part, that current law reflects “Congress’

determination that cannabis is a dangerous drug

and cannabis activity is a serious crime,”

Sessions directed all U.S.

Attorneys to enforce the laws enacted

by Congress by following well-established principles when pursuing prosecutions related to cannabis activities.

The Company is

not aware of any prosecutions of investment companies doing routine business with licensed marijuana related businesses in light

of the DOJ position following issuance of the Sessions Memo.

However, there can be no assurance that the federal government will

not enforce federal laws relating to cannabis in the future.

As a result of the Sessions Memo, federal prosecutors are now free

to utilize their prosecutorial discretion to decide whether to prosecute cannabis activities, despite the existence of state-level

laws that may be inconsistent with federal prohibitions.

No direction was given to federal prosecutors in the Sessions Memo as

to the priority they should ascribe to such cannabis activities, and thus it is uncertain how active U.S.

federal prosecutors

will be in relation to such activities.

prosecutors appear to continue to use the Cole Memo’s priorities as an enforcement guide.

Merrick Garland, who became Attorney

General on March 10, 2021 has indicated that he would deprioritize enforcement of low-level cannabis crimes such

as possession, and has shared his view that the government should focus on large-scale criminal enterprises that circumvent state

legalization laws instead of going after people who abide by local cannabis policies.

The Company believes it is too soon to determine

what prosecutorial effects will be created by the rescission of the Cole Memo or any replacement thereof and when or if the Sessions

Memo will be rescinded.

President Joseph R.

Biden, who assumed office in January 2021, has not yet indicated whether and when

he will decriminalize or legalize cannabis and has previously stated that he is opposed to legalization.

The sheer size of the

cannabis industry, in addition to participation by state and local governments and investors, suggests that a large-scale federal

enforcement operation would more than likely create unwanted political backlash for the DOJ and the current administration.

is also possible that the change of Congressional leadership in January 2021 could change the priorities of Congress and encourage

reconciliation of federal and state laws.

Regardless, at this time, cannabis remains a Schedule I controlled substance at

the federal level.

federal government has always reserved the right to enforce federal law in regard to the sale and

disbursement of medical or adult use cannabis, even if state law authorizes such sale and disbursement.

It is unclear whether

the risk of enforcement has been altered.

legislative safeguard for the medical cannabis industry, appended to the federal budget bill, remains in place following the rescission

of the Cole Memo.

For fiscal years 2015, 2016, 2017 and 2018, Congress adopted the Rohrabacher-Blumenauer Amendment to prevent

the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated medical

cannabis actors operating in compliance with state and local law.

The Rohrabacher-Blumenauer Amendment was included in the fiscal

year 2018 budget passed on March 23, 2018.

The Rohrabacher-Blumenauer Amendment was included in the consolidated appropriations

bill signed into legislation by former President Trump in February 2019.

In signing the Rohrabacher-Blumenauer Amendment, former

President Trump issued a signing statement noting that the Rohrabacher-Blumenauer Amendment “provides that the Department

of Justice may not use any funds to prevent implementation of medical marijuana laws by various States and territories,”

and further stating “I will treat this provision consistent with the President’s constitutional responsibility to

faithfully execute the laws of the United States.”

On June 20, 2019, the House approved a broader amendment that, in

addition to protecting state medical cannabis programs, would also protect state adult use programs.

On September 26, 2019,

the Senate Appropriations Committee declined to take up the broader amendment but did approve the Rohrabacher-Blumenauer Amendment

for the fiscal year 2020 spending bill.

On September 27, 2019, the Rohrabacher-Blumenauer Amendment was renewed as part of

a stopgap spending bill, in effect through November 21, 2019, and was then renewed through a series of stopgap spending bills

passed in 2020.

On December 27, 2020, the amendment was renewed through the signing of the fiscal year 2021 omnibus spending

bill, effective through September 30, 2021.

Despite the rescission of the Cole Memo, the DOJ appears to continue to adhere

to the enforcement priorities set forth in the Cole Memo.

Cole Memo and the Rohrabacher-Blumenauer Amendment gave licensed cannabis operators (particularly medical cannabis operators)

and investors in states with legal regimes greater certainty regarding the DOJ’s enforcement priorities and the risk of

operating cannabis businesses.

While the Sessions Memo has introduced some uncertainty regarding federal enforcement, the cannabis

industry continues to experience growth in legal medical and adult use markets across the United States.

Vice President Kamala

Harris is the lead sponsor of the Marijuana Opportunity, Reinvestment, and Expungement (MORE) Act, which seeks to end the federal

prohibition of marijuana, among other things, but in March 2020, it was reported that Vice President Harris has adopted the same

position as President Biden, who opposes legalization.

Currently, there is no guarantee that state laws legalizing and regulating

the sale and use of cannabis will remain in place or that local governmental authorities will not limit the applicability of state

laws within their respective jurisdictions.

Unless and until the U.S.

Congress amends the CSA with respect to cannabis (and as

to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may

enforce current U.S.

federal law criminalizing cannabis.

Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize cannabis, and

federal law criminalizing the use of marijuana preempts state laws that legalize its use, cannabis is largely regulated at the

laws that permit and regulate the production, distribution and use of cannabis for adult use or medical purposes are in direct

conflict with the CSA, which makes cannabis use and possession federally illegal.

Although certain states and territories of the

authorize medical and/or adult use cannabis production and distribution by licensed or registered entities, under U.S.

law, the possession, use, cultivation and transfer of cannabis and any related drug paraphernalia is illegal and any such acts

are criminal acts under federal law under any and all circumstances under the CSA.

Although the Company’s activities are

believed to be compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis

may neither absolve the Company of liability under U.S.

federal law, nor may it provide a defense to any federal proceeding which

may be brought against the Company.

of December 31, 2020, 35 states, plus the District of Columbia (and the territories of Guam, Puerto Rico, the U.S.

Islands and the Northern Mariana Islands), have legalized the cultivation and sale of cannabis for medical purposes.

those states, the sale and possession of cannabis is legal for both medical and adult use, and the District of Columbia has legalized

adult use but not commercial sale.

In November 2020, voters in Arizona, Montana, New Jersey and South Dakota voted by referendum

to legalize cannabis for adult use, and voters in Mississippi and South Dakota voted to legalized cannabis for medical use, and

in February 2021, the Virginia legislature approved a bill that would legalize cannabis for adult use beginning in 2024.

bill is awaiting signature by the governor, and if signed, Virginia will be the first southern state to legalize cannabis for

Also in February 2021, New Jersey Governor Phil Murphy signed three bills into law that legalize cannabis for adult

Company will focus heavily on the growth of a diversified revenue stream in 2021.

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opportunities.

to the terms of the several lease amendments our Significant Tenants, among other things, base rent base rent was abated from

June 1, 2020 to July 31, 2020 on all of our Significant Tenant leases which decreased our cash flow from operation during the

year ended December 31, 2020 by $179,000.

In addition, the parties agreed that from the period from May 31, 2020 to June 30, 2022,

our Significant Tenants will invest a combined total of at least $8,000,000 improvements in and to the properties in Chino Valley

and Tempe prior to June 30, 2022.

Any increase in the rentable area of the leased premises will result in an increase in all amounts

calculated based on the same, including, without limitation, base rent.

March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures

We are monitoring this closely, and although operations have not been materially affected by the COVID-19 outbreak

to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain.

Currently, all of the properties in our portfolio are open to our Significant Tenants and their customers and will remain open

pursuant to state and local government requirements.

We did not experience in 2020, and we do not foresee in 2021, any material

changes to our operations from COVID-19.

Our tenants are continuing to generate revenue at these properties and they have continued

to make rental payments in full and on time and we believe the tenants’

liquidity position is sufficient to cover its expected

rental obligations.

Accordingly, while we do not anticipate an impact on our operations, we cannot estimate the duration of the

pandemic and potential impact on our business if the properties must close or if the tenants are otherwise unable or unwilling

to make rental payments.

In addition, a severe or prolonged economic downturn could result in a variety of risks to our business,

including weakened demand for our properties and a decreased ability to raise additional capital when needed on acceptable terms,

of Operations

following comparative analysis on results of operations was based primarily on the comparative consolidated financial statements,

following comparative analysis of results of operations was based primarily on comparative consolidated financial statements,

footnotes and related information for the periods identified below and should be read in conjunction with the audited consolidated

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Rent revenues

Rent revenues –

related parties

Advisory revenues

Total revenues

the year ended December 31, 2019, we generated revenues from advisory services of $144,560, including advisory services performed

for our Significant Tenants (as hereinafter defined) of $85,872.

Substantially all of the Company’s real estate properties

are leased under triple-net leases to tenants that are controlled by one entity (each, a “Significant Tenant”

collectively, the “Significant Tenants”).

the year ended December 31, 2019, total revenues amounted to $1,260,421, including Significant Tenants revenues of $855,659, as

compared to $1,236,930, including Significant Tenant revenues that were considered related parties of $1,186,775, for the year

ended December 31, 2018, an increase of $23,491, or 1.9%.

This increase in revenues was primarily attributable to a decrease in

rent revenues from the Significant Tenant of $125,993, or 10.6%, offset by an increase in advisory revenues from our Significant

Tenant of $85,872, and an increase in third party advisory revenues of $58,688.

May 1, 2018, we cancelled our existing lease agreements and entered into new lease agreements relating to the same properties.

Additionally, in connection with the May 1, 2018 amended leases, the April 2018 rent was abated.

This Significant Tenant lease

restructuring caused an overall reduction in our rental revenue in 2018 and beyond.

In the 2018 period, Significant Tenant revenues

were considered revenues –

related parties.

the year ended December 31, 2020, total revenues amounted to $1,215,442, including Significant Tenants revenues of $1,176,666,

as compared to $1,260,421, including Significant Tenant revenues of $1,115,861, for the year ended December 31, 2019, a decrease

of $44,979, or 3.6%.

the year ended December 31, 2020, the decrease in revenues was attributable to a decrease in advisory revenues of $54,464, or

37.7%, and an increase in rent revenues of $9,485, or 0.9%.

Substantially all of the Company’s real estate properties are

leased under triple-net leases to the Significant Tenants.

the year ended December 31, 2020, operating expenses amounted to $1,177,709 as compared to $1,259,706 for the year ended December

31, 2019, a decrease of $81,997, or 6.5%.

For the years ended December 31, 2019 and 2018, operating expenses consisted of

the following:

For the years ended December 31, 2020 and 2019, operating expenses consisted of the

Compensation and benefits

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Depreciation and amortization

Property operating expenses

Real estate taxes

Impairment loss related to write-off of related party receivable

the year ended December 31, 2020, compensation and benefit expense decreased by $40,956, or 10.7%, as compared to the year

ended December 31, 2018.

This decrease was attributable to a decrease in stock-based compensation of $51,563 offset by an

increase in compensation and benefits of $23,529.

ended December 31, 2019 and was primarily attributable to a decrease in stock-based compensation related to the accretion

of stock option expense and the value of shares issued for services, and a decrease in salary paid due to the reduction of

one employee.

the year ended December 31, 2020, professional fees decreased by $38,256, or 16.3%, as compared to the year ended December

This decrease was primarily attributable to a decrease in public relations fees of $58,936, a decrease in in proxy

service fees incurred of $21,195, and a decrease in legal fees of $25,955.

This decrease in professional fees was primarily attributable to a decrease in public relations fees of $13,908,

a decrease in legal fees of $7,853, a decrease in accounting fees of $5,515, and a decrease in other professional fees

of $10,980 related to the decrease in advisory fees.

and administrative expenses consist of expenses such as rent expense, directors’

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For the year ended

December 31, 2019, general and administrative expenses increased by $5,698, or 3.0%, as compared to the year ended December

the year ended December 31, 2019, depreciation and amortization expense increased by $85,275, or 30.8%, as compared to the

year ended December 31, 2018 and was attributable to an increase in depreciable assets.

operating expenses consist of property management fees, property insurance, repairs and maintenance fees, utilities and other

expenses related to our rental properties.

For the year ended December 31, 2019, property operating expenses decreased by

$34,679, or 91.5%, as compared to the year ended December 31, 2018.

The decrease was primarily related to the restructuring

of our leases in May 2018.

Beginning in May 2018, substantially all of the property operating expenses are paid by the Significant

the year ended December 31, 2019, real estate taxes decreased by $7,234, or 7.9%, as compared to the year ended December 31,

the year ended December 31, 2018, we recorded an impairment loss from the write-off of deferred rent receivable –

parties of $1,853,539 in operating expenses on the accompanying consolidation statements of operations.

We did not record

any write-off of receivables during the year ended December 31, 2019.

On May 1, 2018, we and the related party tenants cancelled

their existing lease agreements.

Additionally, on May 1, 2018, we entered into new lease agreements relating to the same properties.

The new leases provide for payments of fixed monthly base rents over the term of the leases with no base rent increases.

we reviewed our deferred rent receivable and determined that the deferred rent receivable of $1,853,539 should be written

off since, pursuant to the new lease terms, the deferred rent receivable was not collectible.

Accordingly, on May 1, 2018,

we recorded an impairment loss from the write-off of deferred rent receivable –

related parties of $1,853,539.

(loss) from operations

December 31, 2020, general and administrative expenses decreased by $5,493, or 2.8%, as compared to the year ended December

This decrease was primarily attributable to a decrease in travel expense of $4,736, a decrease in due and subscription

fees of $7,030, a decrease in filing fees of $8,262 and a decrease in other general and administrative expenses of $10,888,

offset by an increase in advertising and promotion expense of $3,084 related to attending conferences, an increase in technology

fees of $7,076, an increase in rent expense of $4,520.

and an increase in insurance expense of $2,039.

Additionally, in the

2019 period, we received a tax refund of $8,704 which we did not receive in the 2020 period.

the year ended December 31, 2020, depreciation and amortization expense increased by $893, or 0.3%, as compared to the year

ended December 31, 2019.

the year ended December 31, 2020, real estate taxes increased by $1,815, or 2.2%, as compared to the year ended December 31,

from operations

a result of the factors described above, for the year ended December 31, 2020, income from operations amounted to $37,733 as compared

to loss from operations of $(1,961,483) for the year ended December 31, 2018, a positive change of $1,962,198, or 100.0%.

change is primarily due to the 2018 write-off of deferred rent receivable –

related parties of $1,853,539, as discussed

to income from operations amounted to $715 for the year ended December 31, 2019, an increase of $37,018, or 5,177.3%.

(expenses) income

(expenses) income primarily includes interest expense incurred on debt with third parties and related parties and also includes

(expenses) income primarily includes interest expense incurred on debt with third parties and a related party and also includes

other income (expenses).

For the year ended December 31, 2020, total other expenses, net amounted to $116,071 as compared to total

other expenses, net of $65,795, respectively, representing a decrease of $52,799, or 80.3%.

other expenses, net of $12,996, respectively, representing an increase of $103,075, or 793.1%.

During the year ended December

2019, we recognized other income of $108,204 related to a cash rebate received from the utility company as compared to other income

of $50,000 during the year ended December 31, 2018.

31, 2019, we recognized other income of $108,204 related to a cash rebate received from the utility company as compared to nil

during the year ended December 31, 2020.

a result of the foregoing, for the years ended December 31, 2020 and 2019, net loss amounted to $78,338, or $(0.01) per common

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and $639,781 of cash as of December 31, 2020 and 2019, respectively.

primary uses of cash have been for salaries, fees paid to third parties for professional services, property operating expenses,

general and administrative expenses, and the development of rental properties.

All funds received have been expended in the furtherance

of growing the business.

We have received funds from the collection of rental income, and from various financing activities such

as from the sale of our common stock and from debt financings.

The following trends are reasonably likely to result in changes

in our liquidity over the near to long term:

primary uses of cash have been for compensation and benefits, fees paid to third parties for professional services, real estate

taxes, general and administrative expenses, and the development of rental properties.

All funds received have been expended in

the furtherance of growing the business.

We receive funds from the collection of rental income and advisory fees.

The following

trends are reasonably likely to result in changes in our liquidity over the near to long term:

increase in working capital requirements to finance our current business,

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We estimate that based on current plans and assumptions, that our available cash will be sufficient to satisfy our cash requirements

under our present operating expectations for the next 12 months from the date of this report.

Other than revenue received from

the lease of our rental properties, funds received from the sale of our common stock and funds received from debt, we presently

have no other significant alternative source of working capital.

have used these funds to fund our operating expenses, pay our obligations, acquire and develop rental properties, and grow our

We need to raise significant additional capital or debt financing to acquire new properties, to develop existing properties,

and to assure we have sufficient working capital for our ongoing operations and debt obligations.

discussed, on May 1, 2018, we cancelled our existing related party lease agreements and entered into new related party lease agreements

relating to the same properties.

Pursuant to the terms of the new leases, our cash flows have decreased.

Additionally, effective

January 1, 2019, the May 1, 2018 new leases were amended to reduce the gross revenue fee payable by related party tenants from

10% of gross revenue to 0% of gross revenue.

Any additional reduction in revenue from or loss of such leases would have a material

adverse effect on our consolidated results of operations and financial condition.

under our present operating expectations for the next 12 months from the date of this annual report on Form 10-K.

Other than revenue

received from the lease of our rental properties and from advisory fees, we presently have no other significant alternative source

of working capital.

have used these funds to fund our operating expenses, pay our obligations, develop rental properties, and grow our company.

need to raise significant additional capital or debt financing to acquire new properties, to develop existing properties, and

to assure we have sufficient working capital for our ongoing operations and debt obligations.

March 19, 2020, we made an initial investment of $100,000 into KCB Jade Holdings, LLC (“KCB”).

In exchange for the

investment, KCB issued to us a convertible debenture (the “Debenture”) dated March 19, 2020 (the “Issuance Date”)

in the original principal amount of $100,000.

The Debenture bears interest at the rate of 6.5% per annum and matures on March

19, 2025 (the “Maturity Date”).

Interest on the outstanding principal sum of the Debenture commences accruing on the

Issuance Date and is computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable annually

due by the first day of each calendar anniversary following the Issuance Date.

KCB may prepay the Debenture at any point after

18 months following the Issuance Date, in whole or in part.

However, if KCB elects to prepay the Debenture prior to the Maturity

Date or prior to any conversion as provided in the Debenture in whole or in part, we will be entitled to receive a number of KCB

units, in addition to such prepayment amount, constituting 10% of the total outstanding units and 10% of the total percentage

interest following such issuance and at the time of such issuance.

On or after six months from the Issuance Date, we may convert

all or a portion of the principal balance and all accrued and unpaid interest due into a number of units equal to the proportion

of the outstanding amount being converted multiplied by 33% of the total number of units issued and outstanding at the time of

conversion, constituting 33% of the total percentage interest (the “Conversion Percentage”).

If KCB defaults on payment

of the Debenture, we may, at its option, extend all conversion rights, through and including the date KCB tenders or attempts

to tender payment in full of all amounts due under the Debenture.

Conversion rights terminate upon acceptance by the Company of

payment in full of principal, accrued interest and any other amounts due under the Debenture.

If (i) KCB does not elect to exercise

its rights of prepayment prior to the Maturity Date, (ii) we do not elect to exercise its rights of conversion, and (iii) KCB

pays to the Company all outstanding principal and interest accrued and due under the terms of the Debenture on the Maturity Date,

we will still be entitled to receive a number of units, in addition to such payment amount, constituting 8% of the total outstanding

units and 8% of the total percentage interest following such issuance and at the time of such issuance.

February 19, 2021, we made an additional investment of $100,000 into KCB (the “Additional Investment”).

the KCB issued to the Company an amended and restated convertible debenture (the “A&R Debenture”) on the Amendment

The A&R Debenture amends and restates in its entirety the Original Debenture.

Pursuant to the A&R Debenture, the

Company and KCB agreed to certain new terms that did not exist in the Original Debenture, which are described below.

Accrual Commencement :

Pursuant to the A&R Debenture, interest on the Initial

Investment begins accruing as of March 19, 2020, while interest on the Additional Investment

begins accruing on February 19, 2021.

In the A&R Debenture, the parties acknowledge that each time that KCB sells

one of its franchise locations, KCB earns a fee (an “Initial Fee”), and that

KCB also earns a fee when one of its franchise locations renews its franchise with KCB

(a “Renewal Fee”).

Pursuant to the A&R Debenture, the Company and KCB

agreed that, as additional consideration for the Additional Investment, KCB will pay

to the Company, in perpetuity, 5% of any Initial Fee received by KCB after the Amendment

Date, as well as 5% of any Renewal Fee received by KCB related to any franchise locations

sold after the Amendment Date, in each case to be paid within five (5) days of receipt

of KCB thereof.

addition, following the Amendment Date, KCB agreed not to decrease the amount it charges its franchise locations for an Initial

Fee or any Renewal Fee as in effect on the Amendment Date without the prior written consent of the Company, or to take any other

actions that would reduce the value of KCB’s obligation to the Company with respect to these franchise fee payments.

obligation to pay the Company the franchise fees listed above will survive any termination, repayment or conversion of the A&R

Failure by KCB to pay the Company the franchise fees in the manner described above will result in an event of default,

and, among other things, any due and unpaid franchise fees will accrue interest at 12% per year from the date the obligation was

from the terms described above, the terms of the A&R Debenture are substantially identical to the terms of the Original Debenture.

future operations are dependent on our ability to manage our current cash balance, on the collection of rental and advisory revenues

and the attainment of new advisory clients.

Our real estate properties are leased to Significant Tenants who were related parties

through December 31, 2018 under triple-net leases for which terms vary.

We monitor the credit of these tenants to stay abreast

of any material changes in credit quality.

We monitor tenant credit by (1) reviewing financial statements and related metrics

and information that are publicly available or that are provided to us upon request, and (2) monitoring the timeliness of rent

As of December 31, 2019 and 2018, we had an asset concentration related to our Significant Tenant leases.

of December 31, 2019 and 2018, these Significant Tenants represented approximately 87.1% and 90.7% of total assets, respectively.

If our Significant Tenants are prohibited from operating or cannot pay their rent, we may not have enough working capital to support

Our real estate properties are leased to Significant Tenants under triple-net leases

for which terms vary.

We monitor the credit of these tenants to stay abreast of any material changes in credit quality.

tenant credit by (1) reviewing financial statements and related metrics and information that are publicly available or that are

provided to us upon request, and (2) monitoring the timeliness of rent collections.

As of December 31, 2020 and 2019, we

had an asset concentration related to our Significant Tenant leases.

As of December 31, 2020 and 2019, these Significant Tenants

represented approximately 83.2% and 90.7% of total assets, respectively.

If our Significant Tenants are prohibited from operating

due to federal or state regulations or due to COVID-19, or cannot pay their rent, we may not have enough working capital to support

our operations and we would have to seek out new tenants at rental rates per square less than our current rate per square foot.

included in exhibit 99.1 and 99.2 to this report, we have included audited financial statements of our Significant Tenants since

they represent material information and are necessary for the protection of investors.

intend to secure additional financing to acquire and develop additional and existing properties.

included audited financial statements of our Significant Tenants as Exhibits 99.1 and 99.2 to this Annual Report on Form 10-K

since such audited financial statements represent material information and are necessary for the protection of investors.

may secure additional financing to acquire and develop additional and existing properties.

Financing transactions may include

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cash flow provided by operating activities was $170,040 for the year ended December 31, 2020 as compared net cash flow provided

by operating activities of $359,984 for the year ended December 31, 2018, a decrease of $75,070.

by operating activities of $284,914 for the year ended December 31, 2019, representing a decrease of $114,874.

cash flow provided by operating activities for the year ended December 31, 2020 primarily reflected net loss of $78,338 adjusted

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of $24,200 and accretion of stock-based stock option expense of $24,231, offset by changes in operating assets and liabilities

primarily consisting of an increase in deferred rent receivable of $173,757 attributable to the abatement of May and June

2020 rent as part of lease amendments effective on May 31, 2020.

cash flow provided by operating activities for the year ended December 31, 2019 primarily reflected net loss of $12,281 adjusted

for the add-back of non-cash items consisting of depreciation and amortization of $361,940, stock-based compensation expense

of $31,100 and accretion of stock-based stock option expense of $23,612, offset by changes in operating assets and liabilities

primarily consisting of a decrease in accounts payable of $(117,984), and net changes in other operating assets and liabilities

cash flow provided by operating activities for the year ended December 31, 2018 primarily reflected net loss of $2,027,278

adjusted for the add-back of non-cash items consisting of depreciation and amortization of $276,665, stock-based compensation

expense of $84,132, accretion of stock-based stock option expense of $31,516 and impairment of related party deferred rent

receivable in the amount of $1,853,539, offset by changed in operating assets and liabilities consisting of an increase in

deferred rent receivables of $144,805, a decrease in notes receivable of $182,365 from the collection of rent and applicable

taxes due for March, April and May 2017 in the form of a note receivable to C3C3 at an 8% interest rate payable over 12 months

commencing January 1, 2018, an increase in accounts payable of $109,089, and net changes in other operating assets and liabilities

the year ended December 31, 2018, net cash flow used in investing activities amounted to $829,357 used in the development of rental

properties including the expansion of rentable space by remodeling hoop houses and upgrading ventilation, plumbing and electrical

We did not have any investing activities for the year ended December 31, 2019.

the year ended December 31, 2020, net cash flow used in investing activities amounted to $110,486.

This use of cash was attributable

to cash used for an investment in a convertible note receivable of $100,000 as discussed above and cash used in the improvement

of rental properties of $9,563 and for the purchase of property and equipment of $923.We did not have any investing activities

for the year ended December 31, 2019.

Obligations and Off-Balance Sheet Arrangements

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are expected to have on our liquidity and cash flows in future periods.

Payments Due by Period

Due by Period

Contractual obligations:

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have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.

We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity

We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’

or that are not reflected in our consolidated financial statements.

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have capitalized land, which is not subject to depreciation.

on January 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09 and Accounting Standards Codification (“ASC”)

Topic 606, Revenue from Contracts with Customers (“ASC 606”).

ASU 2014-09, as amended by subsequent ASUs on

the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with

customers and supersedes most of the existing revenue recognition guidance.

This standard requires an entity to recognize revenue

to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.

We adopted this

standard using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet

completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the

fiscal year of adoption.

The adoption of ASU 2014-09 did not have any impact on the process for, timing of, and presentation and

disclosure of revenue recognition from contracts with tenants.

on January 1, 2018, we adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update

(“ASU”) 2014-09 and Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with

Customers (“ASC 606”).

ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive

model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing

revenue recognition guidance.

This standard requires an entity to recognize revenue to depict the transfer of promised goods or

services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for

those goods or services and also requires certain additional disclosures.

We adopted this standard using the modified retrospective

approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording

a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.

The adoption of ASU 2014-09

did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with

income includes base rents that each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line

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compensation is accounted for based on the requirements of ASC 718 –

“Compensation –Stock Compensation

”, which requires recognition in the financial statements of the cost of employee and director services received in exchange

for an award of equity instruments over the period the employee or director is required to perform the services in exchange for

the award (presumptively, the vesting period).

The ASC also requires measurement of the cost of employee and director services

received in exchange for an award based on the grant-date fair value of the award.

Additionally, effective January 1, 2017, we

adopted ASU No.

2016-09 (“ASU 2016-09 ”), Improvements to Employee Share-Based Payment Accounting .

permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as

they occur or estimate forfeitures over the vesting period of the award.

We elected to recognize forfeitures as they occur and

the cumulative impact of this change did not have any effect on the Company’s consolidated financial statements and related

March 31, 2018, pursuant to ASC 505-50 –

“Equity-Based Payments to Non-Employees”

, all share-based payments

to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation

expense over the service period of the consulting arrangement or until performance conditions are expected to be met.

a Black-Scholes valuation model, we periodically reassessed the fair value of non-employee options until service conditions are

met, which generally aligns with the vesting period of the options, and we adjusted the expense recognized in the consolidated

financial statements accordingly.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No.

Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee

share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based

payment transactions for acquiring goods and services from non-employees.

2018-07 is effective for annual periods beginning

after December 15, 2018, including interim periods within those annual periods.

Early adoption is permitted, but entities may

not adopt prior to adopting the new revenue recognition guidance in ASC 606.

We early adopted ASU No.

2018-07 in the second quarter

of 2018, and the adoption did not have any impact on our consolidated financial statements.

“Compensation –

Stock Compensation ”,

which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in

exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the

services in exchange for the award (presumptively, the vesting period).

The ASC also requires measurement of the cost of employee,

director, and non-employee services received in exchange for an award based on the grant-date fair value of the award.

has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment .

Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity