Transcript
1 Infitialis Research Collective - Report on Medical Marijuana Inc. (MJNA) Chronically Criminal: Shielding thePublic From MJNA Infitialis is a research collective that exposes fraud and folly in an effort to identify bubblesbefore they implode and our track record of success speaks for itself. In this report, we will beexposing fraud heaped on top of folly. Infitialis Track Record of Exposing Fraud and Folly is Unmatched Introduction Medical Marijuana, Inc. (“ Medical Marijuana “ or the “Company”)( MJNA) is a penny stockcompany run by criminals and alleged fraudsters. While medical marijuana may be a growingbusiness opportunity in selected states, there is no place for blatant stock fraud in the UnitedStates capital markets and we strongly believe the intrinsic value of MJNA is $0.00/sharedue to the significant malfeasance discussed below. In this report, we will discuss how MJNA listed on the OTC Markets (formerly known as the pinksheets) under a weird, but quasi-legal, exemption known as Unsolicited Quotation wherebyshares only trade by appointment of retail order flow. In other words, there is no active marketfor the issuer ’ s securities and on a whim all bids/offers can instantaneously vanish ,leading to choppy trading and large valuation swings. Despite our extensive market experience,this is the first time we have ever run into this type of security with a >$100mm market valuation,let alone a $355mm market valuation. Moreover, based on our discussions with securitiescounsel, the SEC has all but done away with these types of companies save for a select few likeMedical Marijuana that have somehow so far escaped the eyes of the regulators. Adding insult to injury, because MJNA is a non-SEC reporting issuer, it has almost no realobligations to its shareholders. Here are a few examples of what MJNA can get away with that99.9% of public companies cannot: 2 Infitialis Research Collective - Report on Medical Marijuana Inc. (MJNA)1. MJNA does not have to file financial statements with the SEC or make availableany material disclosures to its shareholders.2. MJNA does not have to file quarterly or annual disclosure reports with the SECaccording to the laws and regulations of the 1934 Securities Act3. Officers and Directors of MJNA have no obligation to shareholders to operatewithin Sarbanes-Oxley or any other financial controls promulgated by theCommission following the various accounting scandals that erupted in the wakeof the Enron, WorldCom, and Tyco situations following the dot-com crash. MJNA Appears to be a Significant Stock Scam & Not a LegitimateEnterprise MJNA has recently been able to obtain the shocking market valuation of $355.6mm making itmore valuable than well-known consumer brands of Pacific Sunwear of California, Inc.(NASDAQ:PSUN) and Jamba, Inc. (NASDAQ:JMBA) COMBINED . These two well-knownbrands on a consolidated basis have >7,600 employees, >1,500 physical retail locations aroundthe world, and generate >$1bn in annual revenue. Conversely, Medical Marijuana, Inc. iscontrolled by and controlled by a 28 year old fraudster.In this report, we will outline severalmore red flags relating to MJNA and its management team with the goal of demonstrating thatMJNA has no intrinsic value. Ultimately it is our opinion that the hard facts we will uncover castserious doubt as to the accuracy or legitimacy of this company as a going concern. Bluntly, westrongly believe based on the data uncovered to date that Medical Marijuana, Inc. is “ cookingthe books . ” We have gone over this many times when we release our exposés. Legitimate companies donot go public via OTC RTO's unless they have no other viable route to capital. Moreover, in our view legitimate companies don't choose an unsolicited pink sheet as their platform to marketunless they are illegitimate. There is no advantage to such a vehicle unless one is purposelytrying to circumvent the United States securities regulations explicitly designed to protectinvestors. MJNA Fundamentals and Valuation As discussed in further detail, these valuation metrics are completely preposterous and shouldbe yet another red-flag for investors. The issue with MJNA is that we do not believe thefinancials and as we will demonstrate in the next sections there is little reason for anybody tobelieve they are real as they have been audited by an auditor who is not qualified to perform an 3 Infitialis Research Collective - Report on Medical Marijuana Inc. (MJNA) audit and have been signed by a member of management who at the time of signing hadalready resigned from the company (more on this in detail in the next sections).Moreover, because of the continuous issuance of additional shares, such an investor wouldcontinue to have their stake diluted down to even less meaningful levels.In addition to the numerous valuation red-flags, Medical Marijuana, Inc. common share counthas increased a shocking 44.7% over the last 12 month and almost 200% over the last 24months for dubious reasons, further diluting investors. In that time period, the Company hasissued in excess of 550mm common shares worth over $200mm at the current marketvaluation. Management Team - Is this Who You Want Running Your Company? As per the Medical Marijuana 2012 “Investor Fact Sheet” available on the Company website,the following individuals are key members of the MJNA team. This toxic brew of criminals andalleged fraudsters should give any investor serious concerns. Name Titles TruthMichelle L. Sides “Chairman” Director and ControllingShareholder Chief Operating Officer Delinquent from Florida Bar Owns ~48% of the Company withLlamas Michael Llamas Director and ControllingShareholder Former President andCEO (until 9/17/2012)Under indictment for 19 Counts of MailFraud and 31 Counts of Wire Fraud inthe Eastern District of California (Case2:12-cr-00315)Extensive history of being named adefendant in civil litigation regardingmortgage shenanigans and other fraudulent behavior Owns ~48% of the Company with Sides Theodore Caligiuri Chief Executive Officer A CEO of a $370 million dollar companythat is also an active Residential RealEstate Broker for Coldwell Banker ? You decide... Babak R. Ghalili Medical Director Dentist in NYC Anthony W. Imbimbo “Independent Auditor” Not PCAOB Registered (therefore unqualified to independently audit anSEC reporting companies)Culinary Institute of America trainedChef (with a minor in cooking thebooks?) 4 Infitialis Research Collective - Report on Medical Marijuana Inc. (MJNA) FRAUDSTER Ms. Michelle Sides - “Cha ir man” and Chief Operating Officer According to multiple Medical Marijuana filings, Ms. Michelle Sides is the Chairman of theBoard, Chief Operating Officer, and also indirectly controls ~ 48% of the Company through her beneficial ownership of Hemp Deposit and Distribution Corp. In addition, she is purportedly aMember of the Florida State Bar Association and possess extensive experience in corporateand real estate law. Interestingly, the Florida Bar records for Ms. Michelle Sides indicate shewas previously the “ Corporate Counsel ” and sole employee for “ North American Companies,LLC ,” the same entity Mr. Michael Llamas purportedly founded and utilized to execute “in excess of ten billion dollars in transactions” for distressed debt. However, in reality, Ms.Michelle Sides has been kicked out of the Florida Bar for unspecified reasons (renderingher not eligible to practice in Florida). Simply put, it is hard to imagine trusting Ms. MichelleSides with a library book, let alone as the lead manager for a $355mm publicly traded company. Unfortunately, for most retail investors in MJNA this is the first they have heard aboutthis because Ms. Sides has fraudulently omitted this material information from herofficial biographies and disclosures. Michael Llamas (Age - 28) - President and Director According to multiple Medical Marijuana filings,Mr. Michael Llamas (age 28) has served asPresident and Director of the Company andalso indirectly controls ~ 48% of the Companythrough his beneficial ownership of HempDeposit and Distribution Corp. Also, accordingto multiple Medical Marijuana filings, Mr. Michael Llamas’ sole prior business experience was founding North AmericaCompanies LLC, a real estate developmentand acquisitions firm specializing in distressed debt that completed “in excess of ten billiondollars in transactions.” Notably absent fromMedical Marijuana filings is ANYdiscussion of Mr. Michael Llamas prolificprior indictments for fraud and financialshenanigans .First, on 09/14/12,Mr. Michael Llamas was indicted by the United States for the Eastern District of California along with six other individuals for a case involving for 19 counts of Mail Fraudand 31 counts of Wire Fraud related to a mortgage fraud scheme that caused more than$10mm in losses to mortgage lenders and others. According to the indictment, Mr. MichaelLlamas would approach builders of new homes and developers of condominiums to purchaseinvestment homes in bulk at substantial price discounts ranging from 30 to 50 percent off under
