Frequently Asked Questions
Membership on the board of directors of the U.S. Hemp Roundtable (USHRT) is on a pay-to-play basis. Isodiol previously was a member of the board of directors and obtained its role on the board as a founding member of USHRT. Isodiol was not removed from its board of directors. Isodiol chose to vacate its position in 2019 because the company’s market position is not entirely aligned with that of the Roundtable or its other key participants.
The CBD Naturals® brands portfolio was developed by Jared Berry outside of his involvement with Isodiol. To the best of our knowledge, all material transactions involving Mr. Berry have been disclosed by Isodiol in due course as required by law and consistent with Isodiol’s general news release practices. However, the following summary of the circumstances may be helpful.
Mr. Berry founded Isodiol as Iso International LLC, a Wyoming limited liability company (“Iso”), and sold Iso to the public company Laguna Blends Inc., a British Columbia corporation, in 2017. At that time, Mr. Berry retained 81% ownership of a company called Carlsbad Naturals LLC, a Wyoming limited liability company (“Carlsbad WY”), and Isodiol, the public company, took ownership of 19% of Carlsbad WY.
Carlsbad WY later became embroiled in a litigation matter with Peak Health and its principal, Bomi Joseph, that was unrelated to Isodiol. Isodiol has not been named as a party in that lawsuit. However, Isodiol’s name was invoked by Peak Health in its complaint for what appears to be merely defamatory purposes. Rather than get embroiled in those legal matters, Isodiol’s board of directors determined to distance the company from the litigants and divested its 19% ownership of Carlsbad WY.
Notably, the aforementioned complaint also named a defendant that Isodiol believes to be a fictitious entity called CBD Naturals that Mr. Joseph and Peak Health know does not exist and Jared Berry has never purported exists. Mr. Joseph’s motivation for this behavior is unknown other than to intentionally disparage the CBD Naturals® brand. Over time, Isodiol has answered inquiries about the company’s relationship to this purported entity and has denied any such knowledge or relationship. Prior to its divestiture, Isodiol fully disclosed its minority ownership of Carlsbad WY.
At some point in time subsequent to Mr. Berry’s sale of Iso to Isodiol, he formed Carlsbad Naturals LLC, a New Mexico limited liability company (“Carlsbad NM”). Mr. Berry continued his work developing innovative new CBD ingredients and products through Carlsbad NM, including the creation of numerous brands and other substantive intellectual property that did not exist at the time he sold Iso to Laguna Blends Inc. (which later became Isodiol International Inc.).
Over recent months, Isodiol has been undertaking strategic initiatives to transition its Consumer Packaged Goods (CPG) business from a focus on CBD isolate ingredients to higher revenue, higher margin ingredient compounds and finished consumer products. This strategy and vision are consistent with Mr. Berry’s work with Carlsbad WY and Carlsbad NM. Therefore, in an effort to enhance Isodiol’s market position, the company acquired certain key assets from Carlsbad WY and Carlsbad NM, which we commonly refer to as the CBD Naturals® brands portfolio.
Isodiol’s primary operating subsidiary, Iso International LLC, is a Wyoming limited liability company and has been since it was acquired by Laguna Blends Inc. (which later became Isodiol International Inc.). Wyoming does not have a corporate state income tax. As a result, qualifying companies and activities, particularly those that do not require brick-and-mortar activities in an alternate taxable jurisdiction, may benefit from this favorable tax treatment if they are organized in Wyoming. For example, revenues derived from the licensing of intellectual properties and passive investment activities may be eligible for this favorable tax treatment. Therefore, Isodiol has endeavored to shield current and future revenues from its intellectual properties from legally avoidable taxation by holding them in a Wyoming corporation. Notably, similar tax planning is achieved by other Isodiol subsidiaries that are located in Florida and Nevada, which were formed in those states because of local brick-and-mortar operations and their respective corporate state income tax exemptions.
In 2018, Isodiol effected a reverse stock split. At the time of the split, Isodiol was contemplating an application for listing on the NASDAQ stock exchange. Notably, there are several exchange listing requirements that include minimum share pricing, revenue thresholds, assets, shareholder equity, and market capitalization. The reverse stock split was intended to assist in reaching and maintaining the minimum stock price threshold. Unfortunately, the minimum stock price was not achieved due to a decrease in the stock price, and Isodiol does not believe it is currently eligible for listing on the NASDAQ stock exchange. Isodiol will reconsider such a listing application if and when it becomes eligible.
Isodiol does not dictate or have any input into any employee’s or independent contractor’s social media practices except to the extent of any ordinary employment policies relating to confidentiality, conduct in the workplace, and the welfare of others. Unless stated as such in a posting or released on an official Isodiol account, the statements of employees and independent contractors are expressions of their own opinions and not the opinions of Isodiol.
Recently, some inquiries have questioned whether Marvin Washington was directed to take down his social media accounts as the result of any of his postings related to Isodiol. The answer is no. To the best of our knowledge, Mr. Washington has not discontinued any social media accounts for any reason related to Isodiol. Isodiol would welcome Mr. Washington’s return to social media if he so chooses.
Isodiol does not actively monitor the public statements of its former employees. However, we are aware that some of Isodiol’s former employees have made negative public comments about Isodiol, and the company will investigate material comments that are brought to its attention. If those comments are determined to have been widely disseminated or otherwise deemed to have inordinate impact, the matter typically will be addressed with the commenter and referred to outside legal counsel. If the comments are deemed to have a material adverse effect on the company, Isodiol will pursue its legal remedies.
Notably, all former employees were subject to employment policies relating to various matters during their employment, including confidentiality. Many of those policies continue in effect after their employment, irrespective of whether the employee quit or was terminated or a separate confidentiality agreement was signed by the employee. Independent contractors are subject to similar requirements.
It also is worth noting that, as with most public companies, the information made available to most employees and contractors is siloed and on a need-to-know basis with respect to a person’s role with the company. It is not uncommon for personnel to only know a portion of information relevant to an issue, which is why the authority to publicly release information is held by a select few and subject to various internal reviews and approvals. Information that is released outside of Isodiol’s normal channels of public disclosure should not be relied upon.
Related Update : The civil litigation between Peak Health and Carlsbad Naturals LLC (previously d.b.a. CBD Naturals) has been settled in its entirety as of March 22, 2019.
Iso International LLC ("Iso") entered into a Distribution Agreement with Peak Health, a California non-profit corporation, effective as of November 13, 2017. That agreement granted Iso the sole license to distribute certain products in Australia, Canada, China, Germany, Indonesia, South America, South Korea, Thailand, United Kingdom, and the United States of America. The products included various purportedly hops-derived CBD ingredients and ImmunAG.
In March 2018, Isodiol senior executives and legal counsel traveled to the Peak Health offices to meet with Bomi Joseph for the purpose of addressing certain concerns Isodiol had with Mr. Joseph’s personal credibility. Subsequent to that meeting, Mr. Joseph sent a one sentence e-mail to Isodiol stating that Isodiol was in breach of the Distribution Agreement, which was followed by a formal notice of termination letter from Peak Health’s legal counsel on April 11, 2018.
Isodiol disputes the alleged breaches of the Distribution Agreement and was entitled to sixty (60) days in which to cure any such breaches per the terms of the Distribution Agreement. At this point, while Iso agrees that the Distribution Agreement has terminated, Iso disputes the date of termination. Under the terms of the Distribution Agreement, Isodiol was permitted to sell ImmunAG for six (6) months following its termination.
It is the opinion of Isodiol that Mr. Joseph and Peak Health sought to terminate their relationship with Iso because of the March 2018 confrontation of Mr. Joseph by Isodiol executives and legal counsel concerning his multiple personal identities and criminal past. This is a summary of who Mr. Joseph really is.
Bomi Joseph (D.O.B. 05/31/1959) is a very intelligent and compelling individual. He is remarkably knowledgeable about phyto-based remedies and the science involved in them. He also is, by most accounts, an impressive person to meet and hear lecture.
However, Mr. Joseph also is a notorious con man and criminal who goes by many aliases, including: (i) Bomi Boban Joseph; (ii) Moses Sunith Prasad Joseph [with two ‘s’s in Moses and one ‘s’ in Prasad]; (iii) Mosses Sunith Prasad Joseph [with three ‘s’s in Mosses and one ‘s’ in Prasad]; (iv) Moses Sunith Prassad Joseph [with two ‘s’s in Moses and two ‘s’s in Prassad]; and (v) Moses S. Joseph, which is the name he most frequently used in his previous professional life.
Mr. Joseph has a history of birth record disputes, citizenship disputes, civil litigation, bankruptcy litigation, and multiple criminal indictments and convictions, several of which arose out of his role as the promotor of a multi-million-dollar criminal Ponzi scheme for which he served several years in prison.
Isodiol confirmed these facts by contacting the prosecutor in his prior criminal cases who confirmed that the same person who was convicted of those crimes is the Bomi Joseph who operates Peak Health. Isodiol also obtained a booking photo of Mr. Joseph from his prior criminal arrests and visually verified that the same person convicted of those crimes is the Bomi Joseph who operates Peak Health. Examples of his charges for grand theft and securities fraud can be found in the case styled The People of the State of California vs. Moses S. Joseph, Superior Court of California, County of Santa Clara (DA No 050513356) (06/23/2008). See also:
Mr. Joseph concealed his identity and his past crimes by legally changing his name in the Second Judicial District Court for the State of Nevada, County of Washoe, pursuant to a petition filed by him on November 29, 2016 (Case No: CV16-02440, Dept. 8) (the “Name Change Case”). This exercise was especially effective at concealing his true identity because he changed the spelling of his former name in the required public notice such that anyone who conducted a search of his incorrect former name would not find his prior convictions and related news articles. Specifically, he stated that his then-current name was Mosses Sunith Prasad Joseph with three ‘s’s in Mosses. Those notices were published in the Legals section of the Sparks Tribune on December 6 and December 20, 2016.
From Isodiol’s perspective, these issues started to be revealed around the time Mr. Joseph solicited Isodiol’s investment of US$10 million into his purported India project. Isodiol sought to visit the project with Mr. Joseph in India but to no avail. In each instance, Mr. Joseph told a story of how he recently discovered that his parents had lied to him about where he was really born and that he had a fraudulent birth certificate and that these circumstances caused the U.S. Department of State to put a hold on his passport. Subsequently, Isodiol discovered that he had filed a lawsuit against the U.S. Department of State demanding the issuance of a passport to him. That case is styled Joseph v. Tillerson et al., U.S. District Court, California Northern District (Oakland) (Case No. 4:2018cv00489), filed on January 22, 2018 (the “Passport Civil Case”).
In the Passport Civil Case, Mr. Joseph repeated the same misrepresentation of his true identity. A detailed comparison of the original complaint and his amended complaint reveals that he removed the following statement: “In or around 2010[, Bomi] was involved with a controversy concerning a contract dispute. Ultimately he was convicted and served four years.” (Passport Civil Case, Doc. 2, Complaint ¶ 13). That sentence was stricken from his amended complaint. There is obvious absurdity in the statement that a person was convicted of a crime and served four years as the result of a contract dispute.
In addition, Mr. Joseph alleged in the original complaint that he was issued a U.S. passport in the name of “Moses Sunith Prasad Joseph.” (Passport Civil Case, Doc. 2, Complaint ¶ 14). However, in his amended complaint, he revised that same sentence to allege that he was issued a U.S. passport in the name of “Moses Sunith Prassad Joseph.” (Passport Civil Case, Doc. 9, Amended Complaint ¶ 14). In that revision, he added an extra ‘s’ in Prassad in the same way that he added an extra ‘s’ to Mosses in the Name Change Case. This spelling change was an intentional revision to the amended complaint in the same way that he obfuscated his name in the Name Change Case.
The Passport Civil Case came to a halt and was stayed when the U.S. Department of Justice obtained a felony criminal indictment against Mr. Joseph for “False Statement in Application for Passport” (18 U.S.C. §1542). That case is styled United States of America v. Bomi Boban Joseph a/k/a Moses Sunith Prasad Joseph, U.S. District Court, California Northern District (San Jose) (Case No. 5:18-cr-00350-BLF-1), filed on August 2, 2018 (the “Passport Criminal Case”). Mr. Joseph pled guilty to the sole count of the indictment on January 22, 2019. His sentencing is scheduled for April 23, 2019.
There are no fewer than ten (10) other U.S. civil cases concerning Mr. Joseph’s misdeeds, including claims against him as Moses S. Joseph, by plaintiffs including U.S. Bank, Aerofund Financial, Inc., Bravara Communications Inc., and Eastman Kodak Company. In addition, there was at least one case pending against him in India as of June 7, 2018.
As previously noted, Isodiol executives and legal counsel confronted Mr. Joseph with some of this information in March 2018. Mr. Joseph had legal counsel present with him at that meeting until the subject of his criminal past arose. At that point, he promptly asked his legal counsel to step outside the room so he could discuss the matters with Isodiol outside of her presence, thus concealing these matters from her. Mr. Joseph vehemently denied that he was the same person as the convicted felon of the same name with the same personal history. Unfortunately, Isodiol had not yet obtained the booking photo from his prior criminal conviction or spoken to the prosecutor in his criminal case at that time or had the benefit of the additional documents filed in the Passport Civil Case and Passport Criminal Case.
Shortly after purportedly terminating the Distribution Agreement with Iso, Mr. Joseph and Peak Health announced a “partnership” with Medical Marijuana Inc. (OTC:MJNA) to “Sell First-Ever And Only Hops-Derived Cannabidiol (CBD) Product, ImmunAG™” on June 26, 2018. According to that news release, ImmunAG is being sold by MJNA “as Real Scientific Humulus Oil (RSHO-K) by Medical Marijuana, Inc.'s distribution subsidiary, HempMeds®.” That product was available for sale on MJNA’s website as of February 20, 2019.
Isodiol does not believe it is in possession of any information that directly contradicts Mr. Joseph’s or Peak Health’s claims that the CBD contained in the ImmunAG they sold to Iso was obtained from a source other than the hops strains represented by Peak Health. However, Isodiol determined that the short-term regulatory benefit to using CBD from hops instead of hemp did not outweigh the inherent risk of doing business with a person who was convicted of felony fraud against major established corporations for millions of dollars.
Isodiol is fortunate to have made the business decision to exit hops-derived CBD before getting further involved with Mr. Joseph and Peak Health. We hope this new information will help our stakeholders further understand Isodiol’s positions to date.
At the end of the fiscal quarter ended December 31, 2019, the Company had approximately 200 employees and consultants globally, including in its Kure Corp. and Azure Bottling LLC subsidiaries, which were divested in 4Q2019.
During the nine months ended December 31, 2018, the Company paid $304,200 of fees to Marcos Agramont for CEO and director services.
During the nine months ended December 31, 2018, the Company paid $93,125 of fees to Bryan Loree for (former) CFO and director services. The Company also made share-based payments of $150,000, representing the fair value of 100,000 common shares issued.
During the nine months ended December 31, 2018, the Company paid $68,750 of fees to Eli Dusenbury for (current) CFO services. The Company also made share-based payments of $495,131, representing the fair value of 100,000 common shares issued, and options-based payments of $85,131, representing the fair value of 25,000 options issued.
During the nine months ended December 31, 2018, the Company paid $52,000 of fees to a company controlled by Soheil Samimi for (former) director services. The Company also made share-based payments of $150,000, representing the fair value of 100,000 common shares issued.
During the nine months ended December 31, 2018, the Company paid $233,438 of fees to Aman Parmar for (former) Director services.
During the nine months ended December 31, 2018, the Company paid $91,432 of fees to Patrick Ogle for COO and Director services.
During the nine months ended December 31, 2018, the Company paid $13,316 of fees to Marvin Washington for Director services. The Company also made share-based payments of $410,000, representing the fair value of 100,000 common shares issued.
The Company funded Kure Corp. with cash contributions of $1,725,000, and the former Kure shareholders received 2,390,952 shares of Isodiol stock. Kure is obligated to repay $500,000 to Isodiol within 120 days of the effective date of the plan or arrangement, which was approved by the court on March 22, 2019. All Kure shareholders who sold Kure shares to Isodiol will receive a pro rata allocation of new Kure shares following the divesture and retain all prior payments of Isodiol stock.
The Company has adopted a general business strategy of focusing on brands, product development, and sales, while divesting of the majority of its non-strategic manufacturing and resource-intensive operations. The Company retained a preferential reservation of capacity with Azure Bottling LLC so that it can cost effectively source its CBD water products for the East Coast distribution while eliminating the operating burden and adding $1,000,000 cash to its balance sheet and foregoing approximately $500,000 in future capital commitments.
The Company did not complete the acquisition of Farmtiva Corp. due to regulatory restrictions imposed by the State of California.
The Company’s revenues for the first three quarters of 2019 surpassed the previous fiscal year’s total revenue. With the changing nature of the business, particularly in the U.S. with the passage of the 2019 Farm Bill, management is optimistic about new revenue opportunities and anticipates continuing year-over-year revenue increases.
The Company may continue to rely on capital financing from time to time until it is able to establish profitable operations. However, the Company anticipates that a substantial portion of its capital needs will be funded by certain capital asset divestitures and a shift toward finished goods revenues with higher profit margins.
These assets consist primarily of goodwill associated with the Company's share issuances for BSPG Laboratories Ltd. and Kure Corp., valued at the then-applicable stock price. The goodwill is allocated on the Canadian parent company’s books and records.
The Company intends to pay the final two payments due per the terms of the April 17, 2018 purchase agreement.
The Company has built many of its relationships with new clients at these events. Management is confident in its marketing efforts to attract new customers and maintain existing relationships with the current marketing strategy.
Monthly Progress Reports (Form 7) are posted before the opening of trading on the fifth trading day of each month.
The Company has delayed the official launch of Pawceuticals while awaiting clarification from the FDA on its final position on CBD.
The Company has purchased brewing equipment, hired a lead brewer, and is currently working on research and development. Management anticipates accelerating this program after the FDA officially updates their position on CBD infused foods and beverages.
The Company has received regulatory approval for both products in Brazil for multiple conditions, and the products are available on the Special Category List for alternative therapies prescribed by doctors and neurologists. Purodiol also is on the Specials List in the U.K.** and Brazil.
C3 markets the product line called exogen™, which was developed for physicians and health care professionals to offer their patients.
Isodiol is working to provide a store locator on its website in the near future. In addition, Isodiol products can be found at stores in the United Kingdom identified through www.hollandandbarrett.com and www.gnc.co.uk.
The Company only publicly discloses its business relationships when agreed by both parties. Most of our contract manufacturing agreements contain confidentiality provisions.
The in-store launch is anticipated in the second calendar quarter of 2019.
BSPG Laboratories Ltd., is a U.K.-based subsidiary of Isodiol that manufactures Good Manufacturing Practices (GMP) compliant pure, natural CBD containing no THC, which has been approved as an Active Pharmaceutical Ingredient (API) by the United Kingdom’s Medicines and Healthcare products Regulatory Agency (MHRA). The API CBD is a non-synthetic CBD for use in pharmaceutical applications, such as the manufacture of Finished Pharmaceutical Products (FPPs), as well as in research and clinical studies on a global level.
The Company’s current business strategy was outlined in a press release on February 12, 2019:
The Company will always look at strategic opportunities to buy and sell assets and operations that are in the best interest of the Company and its stakeholders and further the Company’s current business strategy. Material transactions are reported by the Company in news releases as and when required by applicable law and market prudence.
Chemesis is a contract manufacturing customer of Isodiol and a supplier of raw materials and cannabidiol ingredients to Isodiol.
The Company does not control insider buying or selling, nor does it control the Company’s stock price. The Company is endeavoring to execute upon its current business strategy and improve shareholder confidence and value.
Mr. Berry is subject to standard regulatory restrictions imposed by applicable law, including the restrictive holding periods in the applicable jurisdictions. The Company believes Mr. Berry’s interests are aligned with the Company’s vision of becoming the global leader in the CBD industry and that he is committed to the long-term growth of the Company.
Isodiol's transfer agent is Computershare Trust Company of Canada.
Toronto Office Address:
100 University Ave, 8th Floor
Investors may transfer their units or change their address through Computershare, Isodiols’s transfer agent.
Toronto Office Address:
100 University Ave, 8th Floor
Shares must be purchased on the open market through a broker or an online trading platform. Isodiol trades under ISOL, in Canada ISOLF in the United States of America, and LB6B.F in Germany.
Shares cannot be purchased directly from the company.
Isodiol's shares trade on the CSE in Canada, OTCQB in the United State, and FSE in Germany.
If you have lost your share certificate, contact Computershare, Isodiol's transfer agent.
Toronto Office Address:
100 University Ave, 8th Floor
A proxy will be mailed prior to the next AGM
Davidson & Company LLP
Chartered Professional Accountants
Warrants are exercised through Computershare, Isodiol's transfer agent.
Toronto Office Address:
100 University Ave, 8th Floor