Acacia Diversified Holdings Inc

Acacia Diversified Holdings, Inc. is a publicly held corporation that was originally incorporated in Texas on October 1, 1984 as Gibbs Construction, Inc. In becoming public, the Company completed an initial public offering (IPO) of its common stock in January, 1996, and thereafter commenced trading on the NASDAQ Exchange under the symbol GBSE. Following financial hardships and various failed attempts to reorganize the Company’s affairs from April 2000 through August 2006, the Company’s primary creditor sold a controlling interest in the Company’s shares to Mr. Steven L. Sample, its Chief Executive Officer and Chairman of the Board of Directors until January 15, 2016. In 2006 Mr. Sample personally satisfied several outstanding obligations of the Company relating to the costs of the attempted reorganization proceedings, costs owed to the Company’s prior transfer agent, and amounts due for professional fees associated with bringing several years of its audits and S.E.C. reporting obligations to a current status. Following those actions, the Company was recapitalized, changed its name to Acacia Automotive, Inc. and caused its trading symbol to be changed to ACCA in 2007. In that restructuring the Company retained its substantial tax loss carryforward, which stands at approximately $12,242,000 as of December 31, 2015.

In June 2007, the Company completed a private placement offering of its common stock raising just over $1,000,000 and caused to be formed Acacia Augusta Vehicle Auction, Inc., a South Carolina corporation and wholly owned subsidiary of the Company. (“AAVA”), for the sole purposes of acquiring certain assets of the Augusta Auto Auction and operating an auction at that same location. This became the Company’s first operating asset in the automotive auction industry and was the Company’s only revenue producing business at that time.

In late 2011, after successfully operating the Augusta auction for more than four years, the Company determined that it was in its best interests to sell the Augusta auction and the sale transaction was completed on July 31, 2012. Following the disposition of the Augusta Vehicle Auction, the Company sought to become a diversified holding company.

The Company was without revenue-producing operations from July 31, 2012 until July 10, 2013. In October of 2012 the Company changed its name to Acacia Diversified Holdings, Inc. to reflect its determination to diversify its business interests.

The Company’s business operations from mid-2013 through mid-2015 were conducted through two new (2) wholly-owned subsidiaries and an operation that was not yet segregated as a subsidiary or division. They included Citrus Extracts, Inc., Acacia Transport Services, Inc., and Acacia Milling Services. A brief description of each follows.

On July 10, 2013, the Company formed a wholly-owned subsidiary named Citrus Extracts, Inc. (“CEI”) in Fort Pierce, Florida, which became a food-grade byproducts manufacturer. CEI was a business in the food manufacturing industry subsector that transformed livestock and agricultural products into products for intermediate or final consumption. CEI utilized our proprietary chemical-free, 100% natural processes in the manufacturing, sale, and distribution of all-natural, food-grade ingredients from raw, fresh, natural citrus peel resulting from citrus juicing operations. Through these controlled methods, CEI processed and dehydrated orange, lemon, grapefruit and tangerine peel into its “CitraBlend” and “CitraBlend Organic” products and then milled those products to varying sizes ranging from larger “cut & sift flakes” to 40+ mesh powders (or smaller sizes for custom orders). Those ingredients, both organic and non-organic, found their way into many regional and national brand-name products commonly found on America’s kitchen tables in the form of spices, teas and otherwise. Our CitraBlend products were also utilized in brewing many local and regional craft beers in addition to nationally-recognized beer brands, and because we had only begun address that market it remained largely untapped. At that time CitraBlend was primarily sold through a network of distributors who blended our products and sold them as ingredients included in many well-known consumer products.

In March of 2014, the Company began milling products as Acacia Milling Services in conjunction with its Citrus extracts manufacturing operations. Acacia Milling Services (“AMS”) was a developmental stage business in the milling or grinding industry that milled finished citrus ingredient products rendered by Citrus Extracts into smaller, finer particles. Those milling services varied from simple sifting operations that separated the various sizes of materials to creating specific cuts from the original material, such as “tea bag cut” size, granulated materials of various sizes, or “powders” of various mesh sizes. Generally, the greater the mesh size (higher mesh sizes referred to finer, smaller, particle size) requested by the customer, the higher the milling charges per pound. The Company also intended to expand its offerings of those milling services to outside parties for the generation of additional revenues, but sold the business prior to doing so.

In July and August of 2014, the Company, through its new wholly-owned Acacia Transport Services, Inc. subsidiary, acquired a fleet of tractors and trailers and became engaged in the transport business. In July of 2014 the Company formed a new subsidiary named Acacia Transport Services, Inc. (“ATS”) for the primary purpose of hauling raw citrus peel from the Lambeth Groves Juice Company in Vero Beach, Florida, to its Citrus Extracts manufacturing facility, and hauling excess peel to local farmers for use as livestock feed. ATS operated three tandem axle road tractors, five 30 foot aluminum end-dump peel trailers, one 53 foot van trailer, and a straight truck with stainless steel tank to accommodate those operations.

On June 29, 2015 the Company sold the assets and related business of its Citrus Extracts, Inc. and Acacia Transport Services, Inc. subsidiaries. The details of that transaction can be found by clicking on the link to the Current Report on Form 8-K filed on July 16, 2015 on the SEC Page of this website.

On January 15, 2016 the Company acquired the assets and related businesses of the MariJ Group of companies in Clearwater, Florida consisting of MariJ Agricultural, Inc., JR Cannabis Industries, LLC, Canna-Cures Research & Development Center, LLC, and TripiFlora, LLC. The Company created two new subsidiaries to become its new revenue-producing operations: MariJ Pharmaceuticals, Inc. with current operations, and Canna-Cures Research & Development Center, Inc., anticipated to commence operations following the Company’s anticipated capital-raising activities set for commencement in mid-May of 2016. A description of each subsidiary follows.

MariJ Pharmaceuticals, Inc.

MariJ’s impetus will be in the extraction and processing of very high quality, high-CBD/low-THC content medical grade cannabis oils from medical cannabis plants. MariJ specializes in organic strains of the plant, setting itself apart from the general producers of non-organic products. In addition, MariJ has the technical expertise and capability to process and formulate the oils and to employ them in its compounding operations. MariJ will seek to become engaged as owner or co-owner of a grow facility in Florida or other location(s) such as to produce its own plants for processing. MariJ has also been preparing for the 2016 rollout of its newly-developed, proprietary Geotraking Technology that is fully compliant with the Health Insurance Portability and Accountability standard (“HIPAA”) utilizing its “plant to patient” solution. This Geotraking Technology is designed to provide a full-channel patient care tracking system that is fully compliant under today’s strict HIPAA regulations that require privacy and security of the patient’s information. Beginning with RFID labeling and tracking of every single seed employed in the grow program and continuing through the sale of prescription products in a sophisticated retail PoS delivery system, the GeoTraking Technology will be the most advanced system available.

MariJ’s revenues are anticipated to be generated from several activities, including but not limited to the following:

a. Cannabis oil extraction and processing. MariJ has a unique mobile cannabis oil processing and extraction unit designed into a heavy-duty vehicle. That unit has already begun performing extractions and processing of medical organic hemp into oils at various sites, and is currently developing additional contracts for services.

b. Wholesale sale of raw and processed low or zero-THC medical cannabis oils.

c. Laboratory testing and certification services. MariJ has begun construction of a mobile laboratory and testing unit, also on a heavy-duty truck chassis, intended to address the growing demand for these services in the medical cannabis industry.

d. Licensing and support of the Company’s GeoTraking Technology systems

e. Processing and compounding services for medical grade cannabis oils

The Company is preparing to seek additional investments and financing to pay the costs of building its second mobile oil extraction and processing unit, to finance final construction of its mobile laboratory and testing unit for the same industry, and to complete the roll-out of its GeoTraking Technology system. There can be no assurance the Company will be successful in its plans to generate the required capital.

Canna-Cures Research and Development Center, Inc.

While this subsidiary has not yet implemented revenue-producing operations, it is anticipated to begin generating revenues after mid-2016. Those revenues will be generated from several activities, including the following:

a. Canna-Cures will seek to enter into research and development projects with institutions of higher learning in efforts to develop new and better strains of medical cannabis related products for dispensing as medications, nutraceuticals, cosmeceuticals, and probably dietary supplements. Canna-Cures anticipates participating in state and federal grants in conjunction with one or more universities as a means to defray part of its costs in these efforts.

b. Private label packaging services. The Company has obtained a majority of the equipment required to engage in the business of packaging and labeling of medical cannabis oils, oil-infused products, and related items.

c. Retail sales of medical cannabis oils, oil-infused products, and other merchandise through its web-based portal or retail dispensaries planned for that purpose. These activities are dependent in large part upon meeting FDA regulations and criteria relating to the sale and distribution of cannabis-infused products, and the Company is currently in the process of determining the status of those criteria.

d. Retail and wholesale sales of cosmeceutical and nutraceutical products and dietary supplements containing its high-quality cannabis oil extracts, again dependent upon the same FDA regulations and criteria as mentioned in item (c) above.

The Company will require additional capital to finalize these plans and accommodate the roll-out of its services for this subsidiary, and intends to begin its capital raising activities through an offering of its Common stock and Convertible Debentures in mid-May 2016.

JR Cannabis Industries, LLC

The third entity acquired in the transactions of January 15, 2016 was JR Cannabis Industries, LLC. That entity was a service business providing management services in coordination with the activities of MariJ Agricultural. Following the acquisition of those entities, Acacia determined that it no longer needed services the same or similar to those of JR Cannabis Industries, and therefore has elected to not recreate it as a subsidiary of the Company

TropiFlora, LLC

The fourth and final entity acquired in the transactions of January 15, 2016 was TropiFlora, LLC

In the acquisition transactions of January 15, 2016 the Company acquired the non-capital assets and the business of TropiFlora, LLC, but not its goodwill or capital assets, as a part of its efforts to engage in growing cannabis in Florida through a growers license. Prior to TropiFlora’s acquisition by MariJ, and ultimately by Acacia, it was a grower with decades of experience in the nursery industry with the capacity to grow large quantities of plants. MariJ and subsequently Acacia acquired the business of TropiFlora to position itself to be issued a Growers License under the new 2015 Florida cannabis laws, If successful in obtaining a Florida Growers License, TropiFlora, as an Acacia subsidiary, would cultivate and distribute legal medical cannabis products in the state, opening the door to the sale of the non-euphoric strains of cannabis to treat patients with seizure disorders and cancer. However, the State of Florida announced the names of the five applicants that were to be awarded the Growers Licenses, but TropiFlora was not among the winners. Substantial legal objections have arisen as to the Florida license award process, prompting the filing of a number of complaints and spawning litigation with the State. The Company believes that, among other things, TropiFlora was unfairly judged for the licensing opportunity. The legal complaints instituted by TropiFlora while a part of the MariJ Group of companies and before its acquisition by Acacia left many questions that can only be answered as the cases progress through the administrative and judicial systems.

The Company continues to seek a Florida Grower’s License through its legal efforts, and may seek one or more other potential new licensing opportunities within Florida and/or in other states.

In addition to the foregoing, the Company will continue to seek and evaluate other acquisition, business combination or merger opportunities. Such opportunities need not be in our current area of operations and may be more consistent with our objective to become a holding company with a diverse array of businesses.