This Management's Discussion and Analysis of Financial Condition and Results of Operations include several forward-looking statements that reflect management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. Important factors currently known to management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing of our products, and competition.

The following discussion provides information that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this report.





Overview


The Company was originally incorporated in the State of Nevada on September 21, 1989 under the name of Fulton Ventures, Inc. Since incorporated, the Company has engaged in a variety of businesses, but has been inactive since late 2014 through the Merger that closed on September 14, 2018. Since the Merger, the Company has been operated under the control of current management and continued to operate the business of Jacksam Corporation, described herein, as our sole business. Our sole business has been the design, manufacturing and sale of vaporizer cartridge filling machines, capping machines, pre-roll & cone filling machines, and cartridges to customers in the medical and recreational cannabis, hemp, and CBD industries.





Basis of Presentation


The condensed consolidated financial statements of Jacksam Corporation as of June 30, 2021, and for the three and six months ended June 30, 2021 and 2020, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such interim periods have been included in these financial statements. All such adjustments are of a normal recurring nature.

Components of Statements of Operations





Revenue


Product revenue consists of sales of 710 Shark filling machines, 710 Captain capping machines, "PreRoll-ER" pre-roll & cone filling machines, cartridges, accessories, warranty, service and freight charges, net of returns, discounts and allowances. Once a sales order is negotiated and received by a sales representative, we generally collect a 50% deposit from the customer. When the product is ready to be shipped, the customer will generally pay the remaining balance. We recognize the revenue when the product leaves the warehouse on the way to the customer.






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For the filling and capping machines, training is coordinated with the customers in accordance with their availability but generally completed within a week or two of the shipment. Standard warranties are offered at no cost to customers to cover parts for three years, and labor and maintenance are offered for one year for product defects.





Cost of Revenue


Cost of goods sold represents costs directly related to supplies and materials, machines, freight and delivery, commissions, printing, packaging and other costs.

We expect our cost of goods sold per unit to decrease as we continue to scale our operations, improve product designs and work with our third-party suppliers to lower costs.





Operating Expenses



Sales and Marketing. Sales and marketing expenses include costs associated with our business development efforts with our distributors and partners and costs related to trade shows and other marketing programs. We expense sales and marketing costs as incurred. We expect sales and marketing expenses to increase in future periods as we expand our sales and marketing teams and increase our participation in global trade shows and other marketing programs.

General and Administrative. Our general and administrative expenses consist primarily of compensation, benefits, travel and other costs for employees. In addition, general and administrative expenses include third-party consulting, legal, audit, accounting services, and allocations of overhead costs, such as rent, facilities and information technology. In the near term, we expect general and administrative expenses to decrease driven by our cost reduction initiatives. In the long term, we expect general and administrative expenses to increase as we grow our business.

Results of Operations - Three Month Periods

Comparison for the three-month periods ended June 30, 2021 and 2020:





Revenue


Total revenue during the three months ended June 30, 2021 increased to $1,660,257 (comprised of machine sales of $1,526,947 and consumable product sales of $133,310), compared to the three months ended June 30, 2020 that generated sales of $633,481 (comprised of machine sales of $548,466 and consumable product sales of $85,015).

The increase in sales was due to our customers' strong demand for our products, including our filling machines, capping machines, PreRoll-ER machines, and consumable products.





Cost of Revenue


Total cost of revenue increased to $1,156,441 during the three months ended June 30, 2021, compared to the three months ended June 30, 2020 that had a cost of revenue of $239,756. The increase in cost of revenue was driven by increased sales.

Due to a more diversified product portfolio, our gross margin percentage decreased from 62% for the three months ended June 30, 2020 to 30% for the three months ended June 30, 2021.





Operating Expenses


Sales, Marketing and General and Administrative. Sales, Marketing and General and Administrative ("SG&A") expenses during the three months ended June 30, 2021 increased to $874,098 (comprised of Salaries of $336,368 and other SG&A expenses of $537,730), compared to the three months ended June 30, 2020 that produced $438,547 (comprised of Salaries of $226,568 and other SG&A expenses of $211,979).






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Driven by increases in revenue, Salaries increased due to a higher amount of commission paid to sales representatives. Other SG&A expenses increased primarily due to a single $219,606 payment to an insurance underwrite to cover previous 12-month period ("Extended Period Coverage") when the Company renew its Directors and Officers Liability Insurance (D&O Insurance) during the quarter. We expect this payment to be one-time over years and was fully recognized in the second quarter of 2021.





Loss from Operations


Total loss from operations was $370,282 during the three months ended June 30, 2021, compared to $44,822 for the three months ended June 30, 2020.

Despite of revenue increase and operating cost discipline, the increased loss from operations was due to increased operating expenses, primarily one-time expenses.





Derivative Gain (loss)



Derivative gain, a non-cash expense, was $542,993 during the three months ended June 30, 2021, due to the fair value change of the debt and warrants of the Notes driven by the stock price decrease between March 31, 2021 and June 30, 2021, compared to a derivative gain of $2,230,298 for the three months ended June 30, 2020.





Interest Expense



Interest expense, a non-cash expense, increased to $165,234 during the three months ended June 30, 2021, compared to $159,268 for the three months ended June 30, 2020, primarily due to the amortization of debt discount of the Notes.

Loss on Conversion of Notes Payable

There was no loss on conversion of notes payable during the three months ended June 30, 2021 and 2020.

Gain on Settlement of Notes Payable

Gain on settlement of notes payable was $297,670 during the three months ended June 30, 2021, due to the principal and accrued interest for PPP loan was forgiven in full by the U.S. Small Business Administration ("SBA"). There was no gain or loss on settlement of notes payable for the three months ended June 30, 2020.

Results of Operations - Six Month Periods

Comparison for the six-month periods ended June 30, 2021 and 2020:





Revenue


Total revenue during the six months ended June 30, 2021 increased to $3,431,223 (comprised of machine sales of $3,185,615 and consumable product sales of $245,608), compared to the six months ended June 30, 2020 that generated sales of $1,286,703 (comprised of machine sales of $1,116,670 and consumable product sales of $170,033).

As described above, the increase in sales was due to our customers' strong demand for our products.





Cost of Revenue


Total cost of revenue increased to $2,413,414 during the six months ended June 30, 2021, compared to the six months ended June 30, 2020 that had a cost of revenue of $547,774.

As described above, the increase in cost of revenue was driven by increased sales. Also due to a more diversified product portfolio, our gross margin percentage decreased from 57% for the six months ended June 30, 2020 to 30% for the six months ended June 30, 2021.






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Operating Expenses


Sales, Marketing and General and Administrative. Sales, Marketing and General and Administrative expenses during the six months ended June 30, 2021 increased to $1,384,341 (comprised of Salaries of $665,451 and other SG&A expenses of $718,890), compared to the six months ended June 30, 2020 that produced $846,535 in expenses (comprised of $479,697 in Salaries and other SG&A expenses of $366,838).

Excluding the one-time charges described above, the increase in Salaries and SG&A expenses were driven by increased sales.





Loss from Operations


Total loss from operations was $366,532 during the six months ended June 30, 2021, compared to $107,606 for the six months ended June 30, 2020.

As described above, the increased loss from operations was due to increased operating expenses, primarily one-time expenses.





Derivative Gain (loss)


Derivative gain, a non-cash expense, was $1,075,360 during the six months ended June 30, 2021, due to the fair value change of the debt and warrants of the Notes driven by the stock price decrease between December 31, 2020 and June 30, 2021, compared to a loss of $1,511,809 for the six months ended June 30, 2020.





Interest Expense


Interest expense, a non-cash expense, decreased to $513,885 during the six months ended June 30, 2021, compared to $1,616,912 for the six months ended June 30, 2020, primarily due to the amortization of debt discount of the Notes.

Loss on Conversion of Notes Payable

Loss on conversion of notes payable was $58,642 during the six months ended June 30, 2021, compared to $0 for the six months ended June 30, 2020.

Gain on Settlement of Notes Payable

Gain on settlement of notes payable was $160,164 during the six months ended June 30, 2021, due to the principal and accrued interest for PPP loan was forgiven in full by the SBA. There was no gain of loss on settlement of notes payable for the six months ended June 30, 2020.

Liquidity and Capital Resources

At June 30, 2021, we had cash and cash equivalents of $758,338. To date, we have financed our operations principally through receipts of customer payments and borrowing on credit facilities, debt of $1,482,424, issuance of common equity of $1,553,900 and preferred stock of $252,000, and issuances of convertible debt of $7,314,106.

We anticipate that we will need additional financing to continue as an ongoing entity over the next 12 months. Our future capital requirements and the adequacy of available funds will depend on many factors. There can be no assurance we will be able to obtain additional financing on favorable terms, or at all. If we are unable to obtain additional financing, our financial results and business prospects may be materially adversely affected.





Operating Activities


We have historically experienced negative cash outflows. Our net cash used in operating activities primarily results from our operating losses combined with changes in working capital components as we have grown our business and is influenced by the timing of cash payments for inventory purchases and cash receipts from our customers. Our primary source of cash flow from operating activities is cash down payments and final payments for our machines. Our primary uses of cash from operating activities are employee-related expenditures and amounts due to vendors for purchased components. Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we build up our inventory balances and increase spending on personnel and other operating activities as our business grows.






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During the six months ended June 30, 2021, operating activities used $534,866 in cash, a decrease of $160,477 from cash used in the six months ended June 30, 2020 of $695,343.





Investing Activities



The Company had no investing activities in either period.





Financing Activities


During the six months ended June 30, 2021, the Company received $570,000 in proceeds from convertible debt, $296,524 in proceeds from non-convertible debt, $250,000 in proceeds from sale of common stock units, and $252,000 from issuance of Series A Preferred Stock and made payments of $530,503 of convertible notes payable and $34,377 of non-convertible notes payable.

During the six months ended June 30, 2020, the Company received $273,600 in proceeds from convertible debt, $591,900 in proceeds from non-convertible debt, and $662,800 in proceeds from sale of common stock units and made payments of $630,000 of convertible notes payable, $74,785 of non-convertible notes payable, and $30,600 of debt issuance cost.

Off-Balance Sheet Arrangements

During the six months ended June 30, 2021 and the year ended December 31, 2020, we did not have any off-balance sheet arrangements as defined by applicable SEC regulations.





COVID-19 Impact



Our business and operating results for 2020 was impacted by the COVID-19 pandemic. However, we have seen improvement in our business and expect it to continue throughout 2021.

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