Why DeFrancesco-Cobb’s Mega Million Florida Cannabis Farm Deal Fell Apart: $SOL

A Ruskin, Florida produce farm turned Marijuana farm is mirrored in controversy since Andy DeFrancesco and his side-kick Brady Cobb showed up in 2018 with promises of making the original investors of the pot farm get rich quick if they sold. The farm is called 3 Boys Farm. The plan consisted of selling the farm to a newly formed private company, Cannabis Cures Investment, then flip the sale within weeks at a higher price to a public company trading on the Canadian Stock Exchange called Sol Global ($SOL). Cannabis Cures, which Florida LLC records show was registered to Andy’s wife Catherine Defrancesco, would get stock and cash paid for by shareholders of a public company. Then the cannabis farm would be quickly flipped to another private company called Verano for more stock who was quietly working to do a reverse merger with a Canadian energy company, Newton Energy, run by Gino DeMichele, a former Macquarie private wealth broker for Ron Schmeichel, an investing friend of Andy DeFrancesco. Schmeichael was a large shareholder of Newton Energy. The idea was if Sol Global’s stock didn’t jump in price, via buying one of only 14 cannabis farms in Florida, then the investing group had a backup plan with hopes that a Verano reverse merger deal would jump the stock of Newton Energy.

According to people who worked at 3 Boys Farm, the original owners were getting paid around $60 million in stock and cash by Cannabis Cures Investments and the stock portion was supposed to be in a company that would increase in value. Who is actually invested in Cannabis Cures Investments isn’t public but Andy DeFrancesco said in a Reddit Ask and Answer this December that there are around 50 investors. Based on past investing patterns of Defrancesco those investors would be Friends and Family of Andy. Andy was also conveniently made the Chief Investing Officer of Sol Global in October 2018. That’s the same month Florida LLC records show Brady Cobb took over as the registered agent of 3 Boys Farms on October 9th. The previous agent was Robert Tornello who founded the farm. Three weeks before that on September 19th Catherine Defrancesco signed records that also made Brady Cobb a manager of Cannabis Cures Investments. This publication has not found any public filings or statements that disclose Sol Global leaders (Brady Cobb and Andy DeFrancesco) likely conflict of interest or that affiliated parties are involved in the transaction.

Then in December 2018 two proven short sellers published a detailed report highlighting how Andy Defrancesco did behind the scenes deals, in other people’s names, to acquire cannabis assets and then sell them to public companies at alleged inflated values. The report also highlighted how these marijuana farms were promoted as thriving when it appeared little capital was being invested to grow the farm. And the Verano deal began to fall apart leading to a canceled reverse merger with Newton Energy on January 17th 2019.

Corporate records show the 3 Boys Farm investors were Florida residents: Robert Tornello, Ted LaRoche, Ed Chiles, and William Nunnelly. Tornello, is the original owner of the produce farm. LaRoche and Chiles have money from a Florida restaurant group business and Nunnelly owns wine and liqueur distribution in Tennessee. The farm was reported in the summer of 2018 as being bought for what would end up being $100 million worth of stock in another marijuana company which would be one of the highest priced sales of a Florida cannabis farm. The sale was touted over and over again in press releases that turned into rewritten media reports with little fact checking. Brady Cobb, Florida attorney and CEO of Sol Global, even got a sponsored journalism piece to run in February at one of Canada’s largest papers The Financial Post stating, “As part of the Verano investment, Cobb also spearheaded the acquisition and rapid buildout of one of the 14 Florida Medical Marijuana Treatment Center licensees, 3 Boys Farms, which was transferred to Verano in exchange for US$100 million of Verano equity.” [Sponsored post are paid for by the subject of the story and made to look like a news story but do not go through the papers journalistic fact checking and standards.]

But 3 boys farms had not been transferred to Verano when that post ran. In fact, Sol Global still had not gained approval from the state of Florida to transfer the license from Cannabis Cures Investments yet nor had Sol Global completed buying Cannabis Cures Investments. Verano was contacted in February to confirm what Sol Global was touting about a done deal but a press person named Julie Shepard refused to answer questions about the deal being completed and only wanted to know what my story angle was. According to an email seen by this reporter Brady Cobb was contacted by a potential investor in Sol Global and also wouldn’t answer questions about the completion of the 3 Boys Farms to Verano. We now know that’s because the sale wasn’t going through and Verano was negotiating to merge with another public cannabis company called Harvest. And on March 11 Harvest announced it would acquire Verano in an $850 million all stock deal. Then on April 1st Sol Global finally announced the deal to sell 3 Boys to Verano was terminated. Florida did eventually approve the licenses transfer to Sol Global on March 8th according to Brad Dalton at the Florida Office of Medical Marijuana Use but that transfer isn’t done yet. The state database shows Cannabis Cures owns the license. Sol Global said they will still buy Cannabis Cures Investments for 7,317,500 common shares at a negotiated value of $4.00 per share. They didn’t explain if the $4 is in US or Canadian dollars (US dollars would equal $29,270,000). Additionally, the new deal says if Sol Global is able to sell 3 Boys to someone else the Cannabis Cures investors will get a percentage of that sale. Then Sol Global throws out another unbelievable number. The company says if 3 Boys doesn’t get sold in two years the Cannabis Cures investors get $80 million. That means the public shareholders of Sol Global are going to pay Team Defrancesco and affiliates $80 million because a deal didn’t get done–while Andy DeFrancesco is a senior executive of that public company (Sol Global).

Florida law allows a company to own only one license and Harvest already had an actual working medical marijuana farm and dispensing license in Florida. 3 Boys Farm has only been approved by the state to cultivate the cannabis and had work to do on extracting the cannabis to oil for an approved medical marijuana product as required by state laws. They also needed the State to approve they had the required packaging and a plan to dispense it through store front facilities or a delivery business. Their deadline to get this done is April 1st and the Florida Office of Medical Marijuana Use told this publication that 3 boys had not asked for a variance to get that deadline extended. In December of 2018 the extraction equipment needed hadn’t even arrived even though the new owners had been warned repeatedly by staff they needed it sooner in order to get the extraction right. Brady Cobb said in an email to this publication that it was expected to arrive in January. Since then Cobb has refused to answer questions on the progress of building out 3 Boys Farms and would not given an exact address for the new 33 acre processing center that was recently announced would be in Indiantown, Florida. The farms Chief Scientific officer, Greg Gerdeman, is a hippie PhD that goes around the state giving talks about cannabis products that could happen and post photos of pretty plants on his Instagram account. It’s unclear where the plants actually come from.

Intimidation and Lawsuits
The farm’s founder and president, Robert Tornello, and the farm have been sued by 3 former employees for harassment, intimidation, and breach of contract. In early 2018 Tornello was removed as a manager and then brought back when he found a new investor to flush cash into the farm. That summer Brady Cobb started to show up at the Farm full of promises of new contracts because better owners were coming in but then never fulfilled the employment contracts he promised. Andy Defrancesco was also seen or heard negotiating with Tornello to buy the farm while press reports in Florida were stating the farm was going to be sold to Catherine Defrancesco. Catherine was never seen on the farm negotiating a contract.

3 Boys Farm is one of only 14 farms that were granted a full vertical licences to grow, extract, and dispense medical marijuana for the state of Florida. It’s also one of the only farms that hasn’t finished getting its extraction and dispense approval from the state to make it a viable business. 3 boys farm has a slew of senior staff come and go after they saw problems with owners lack of execution of its business plan, according to former staff interviewed by this publication who spoke on the condition of anonymity. One of the lawsuits is still ongoing which was filed by a woman named AnnMarie Blair who had been hired to manage payroll and finances. When Brady Cobb was asked about the lawsuit during the Reddit Q&A in December he said the suit had been dismissed. But that wasn’t true. A reader linked to the suit describing AnnMarie but Cobb claims he was responding to another suit filed by a senior executive that was settled. A person in a senior position at the farm told this publication 3 Boys had set aside hundreds of thousands of dollars to settle the staff suits (there were 3 of them) because of the egregious nature of Tornello’s harassment and alleged wrongful termination of staff. This publication has confirmed 2 of the aggrieved staff were paid off to make the lawsuits stop. According to emails seen by this publication Brady Cobb was directly involved in talks with ex staff even pressing people to sign ‘do not talk’ agreements. While investigating this story Cobb continued with those threats. He even told this reporter that Greenberg Traurig, a bulldog litigation NY law firm, was going to contact me after I began asking tough questions and trying to speak with founding investors and staff this December. When I reached Robert Tornello on the phone he said “I know who you are but I’ve been told not to speak with you”.

The DeFrancescos
Andy and Catherine moved their family to the Fort Lauderdale area from Toronto a decade ago but Andy claims residence in the Bahamas. Court records show Andy said they bought their house near the water for only $2.2 million. Andy had some problems with Canadian regulators who stated in one report that he ‘uses his wife name on deals too liberally” and basically doesn’t have the ethics needed to be involved in public companies. The first time US investors got wind of Defrancesco was in March 2017 when journalist Chris Carey tied him and his wife into investments with accused pump and dump stock manipulator Barry C. Honig. Honig also lives in the South Florida area. Catherine’s name was showing up over and over again on stocks Honig invested in. Additional in March, Hindenburg Research published its first report questioning Andy Defrancesco’s role in the Aphria/Nuuvera deal.

Then in April 2018, court records obtained by this publication, show Catherine DeFranseco filed for divorce because the marriage had broke down. What’s more interesting is that Catherine’s divorce papers said the parties had already worked out a financial separation agreement that had been in place since 2016. She was asking for the court to finalize that agreement. In January 2019 Andy filed a response not contesting the divorce. Multiple attempts to reach Catherine to understand why she lets Andy use her name to start some of his investment companies have been unsuccessful. If, like Barry Honig, Andy DeFrancesco is ever charged by the SEC for trading as an undisclosed affiliate, Catherine could be at risk. Defrancesco was invested in a stock called $RIOT that has admitted that it is under SEC investigation. Andy has made public comments that he hasn’t heard from the SEC. The SEC doesn’t usually tell bad actors they are investigating them until a case is built.

Catherine Defrancesco recently started a hot yoga business in Miami and Fort Lauderdale called Sol Yoga. The mother of 4 is a pretty blonde in her late 40s who like to post photos of yoga poses on her social media pages but has no apparent background or experience in stock investing.

This summer just a few months before the SEC announced charges against Barry Honig and his team of South Florida bad boy defendants like Michael Brauser, John Stetson, Marc Groussman and Philip Frost, the Defrancesco’s made an odd financial transaction. They sold their beautiful home at 811 Poinciana Dr Fort Lauderdale, Florida to John Stetson and his wife. Public records obtained by this publication show the sale price was a whopping $5.2 million and was made on June 4th, 2018. That’s 3 million more than the Defrancesco’s paid almost a decade ago and higher than nearby comparables. The Stetson’s already had another nice home in South Florida but it’s only worth $2.1 million. The SEC’s complaint highlighted how Honig used his co-defendants like Stetson to put their names on stock investments and companies to hide how Honig was involved. The house sale for a price that high could be conceived by regulators as a questionable transaction as either Stetson is trying to hide assets or Andy DeFrancesco is getting a kickback for something he did to help Team Honig. Florida is a homestead state; meaning the government can’t take your home if they secure fines and disgorgement against you.

Andy told this reporter in December when I began asking for interviews that he would speak with me and even scheduled a call via a new media fixer they’d hired named Angela Gorman of New York based AMWPR. But he never showed up for the call. What I got was an email saying he knows of my work and would talk on the condition I don’t tie him to Barry Honig. He claimed he doesn’t work with him anymore. I don’t make conditions like that when I do interviews. Andy and Brady Cobb have continued to use Gorman’s PR firm to run a massive spin campaign. According to emails seen by this reporter, the PR firm pitches journalists that short sellers are out to get them and that Brady Cobb should be quoted. They were even successful in getting the Toronto team from Bloomberg to write a story about faults in the short sellers report. But the Bloomberg editor had to walk back his headline and make a correction to the story once it was pointed out that information provided to the reporters was not accurate. Additionally, Brady Cobb can now be seen on Fox Business news as a Lobbyist for the medical marijuana business. The Cobb Eddy LLC website states on Brady Cobb’s profile under Membership and Admissions that Cobb is a “registered Lobbyist before the federal government.” Brady Cobb’s name nor his law firm’s name of Cobb Eddy comes up in a search for registered lobbyist in the government’s federal database. I have asked Cobb to show me how he is registered as a lobbyist and he won’t respond.

UPDATE 4.1.19 7:20 pm: After reading the story Cobb has finally responded to a question telling this publication, “As CEO of Sol, I am the client and I engaged registered lobbyists on my behalf. Do your research.”
Brady Cobb appears to forget what he wrote on his own law firm website.

Brady Cobb claims he is a registered Lobbyist

UPDATE 4.2.19 3pm: Brad Dalton at the Florida office of Medical Marijuana Use just confirmed that 3 Boys Farm pulled off meeting their dispensing inspection yesterday on the April 1st deadline. This means their vertical license for medical marijuana is fully approved now.

Editors Note: Because of threats made to people involved in 3 Boys Farm, staff in this story is referring to current or past staff. To keep them safe I decided not to identify them. Multiple people who worked with the farm were interviewed for this story. The legal name for the company that bought 3 Boys Farm is Cannabis Cures Investments. It is referred to as CannCure in press releases from Sol Global.

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