#But notability would’ve been good if it didn’t have a usage limit!! If it was just a one time purchase I’d reconsider but it’s bullshit to

[teethbomb]

Are there any storyboarding apps that are good and not super expensive or subscription based

[ddarker-dreams]

Familial Obligations. Yan Childe x Reader

Warnings: Yandere themes, unhealthy relationships and forced relationships.   Word count: 1.6k. 

Synopsis: Childe finally gets to meet your family. (Can be considered a continuation of the Contractual Obligations universe or its own thing). 

You’ve always loved your mother’s cooking.

Liyue’s restaurants of varying cuisines have a special appeal, yet none can come close to the mouthwatering goodness that is a homecooked meal. Tonight is no different. The spread laid out is comparable to a feast, with numerous piping hot dishes on top of the dining room table and the finest silverware brought out for the occasion. 

This particular set is missing a few pieces that have been substituted for a cheaper lookalike. You remember the day your parents mournfully chose to sell some of the teacups and plates to make ends meet, a decision made after many restless nights over finances. It serves, in part, as a silent reminder of what it is you’re intending to accomplish with him. To give your parent’s freedom from money-related stress. 

You’ve always loved your mother’s cooking, but this evening, you can’t muster up an appetite.

Childe sits by your side, having purposefully chosen a dish that didn’t require the usage of chopsticks. Had it not been for the severity of the situation, you might have laughed at the absurdity that is his inability to use an eating utensil. Something tells you he wouldn’t appreciate that right now. For whatever godforsaken reason, Childe is utterly obsessed with the thought of making a good impression on your family; if only he acted so upstanding as he is now with you. Not that it’d make a difference now that you’ve witnessed his true colors firsthand.

However, it seems there’s even a limit to what Childe’s charisma and quick wit can accomplish. There’s no missing the painfully tense atmosphere hanging in the air of your humble residence. How your mother’s stressed to accommodate Childe in any way possible, your father’s notably casual and bland conversation topics, how even your temperamental sister has hardly uttered a single word. You weren’t looking forward to this dinner by any stretch of the imagination, but by the Archons, is this awful. You’ve grown accustomed to Childe’s unfortunate presence in your life, never did you imagine your family would be forced to endure the same.  

It’s not like you can blame them for being nervous. They are sitting directly across from the Fatui’s infamously bloodthirsty 11th Harbinger, who everyone in Liyue knows oversees the debt collection unit. They were likely expecting a visit from him at some point seeing as they’ve been unable to meet all the payments for the Northland Bank loan taken out a few months back, but not under these conditions. You’re not sure who was more speechless when he introduced himself as your partner: you, or your parents.

It’s almost over, you remind yourself through clenched teeth. Just need to make it through another hour, give or take…

Your younger sister, Chunghua, continues picking at the food on her plate as she speaks up. “Say, Master Childe, can I ask you a question?”  

The aforementioned male perks up at finally being addressed by your sibling whereas your parents shoot her an incredulous stare.

“Of course. Though, if I might add, there’s no need to be so formal with me. Childe or Tartaglia works just fine.” He gives a reassuring smile, your stomach twisting at the sight. Childe is… actually being genuine. You’ve seen what it looks like when he’s forcing a friendly disposition, but now is not one of those times; he’s almost like an entirely different person. Almost… normal. It’s a jarring thing to see. If not a bit relieving, knowing that he likely won’t pull anything while seeking out your family’s approval.

“Er, right. Well, I was wondering,” she scrunches her eyebrows together as if trying to find the exact words, “Why is it that you’re interested in [First] of all people?”

Under normal circumstances, you would’ve been offended by the insinuation, but you recognize the thinly veiled message. She must not buy the happy couple act the two of you (mostly him), are putting on. Luckily, Childe doesn’t know your sister as well as you do and takes it at face value. Or, if he does notice, decides not to comment on it.

“I had seen them around Liyue one or two times, but our first meeting was what really caught my attention. That’s when I learned how enjoyable they were to be around.” Childe explains, taking another bite of his soup. You want nothing more than to roll your eyes at the lackluster account of your initial meeting. Truth be told, there were times you wonder if you had made the right decision, given your current predicament.

Some Fatui had been harassing a longtime friend of yours over an unpaid debt. You, in all your infinite wisdom, stepped in fully prepared to wield your Vision and weapon if need be. Childe had emerged from the shadows to calm the tension in the air before it could get to that point. Ever since then, your life has made a drastic turn for the worse. If you had simply kept walking on that day, could all of this grief have been avoided? Though it does no good to think about it now.

Chunghua frowns and turns to scrutinize you with her eyes next. Her expression screams the phrase “Really? This is who you decide to bring home?”, totally oblivious to the fact you had no say in this circumstance whatsoever.

Your mother clears her throat, attempting to alleviate the friction forming in the air. “W-whatever the case, we’re most honored to have you as a guest. I’m sure you must have a busy schedule.”

“I’m the one who is honored here, Mrs. [Last]. I can’t thank you enough for your outstanding hospitality. The people of Liyue are as welcoming as they say.”

The rest of dinner passes in a similarly courteous manner, much to your internal relief.

Right before you two made to leave, Childe gave your parents and sister what you begrudgingly admit to be generous gifts. A finely aged wine for your father, an expensive hairpin for your mother, and a basket of Liyue’s most sought after sweets for your sister. You’ve heard the rumors of people waiting in line all night to make it in the store before they sold out in minutes and wonder how he managed to pull that off. He likely assigned some unfortunate underling to the task.

“That went well, don’t you think?” Childe hums, wrapping a wiry arm around your shoulders. You tense and think of your next words carefully. He doesn’t seem to mind when you respond with tasteful sarcasm, whatever that means, but you know tonight was a big deal to him. It’d be best not to push your luck.

“I think so, yeah,” you wrack your brain to consider the few positive occurrences tonight. “The gifts were a nice touch.”

He gives an airy laugh that you recognize as forced. “I wonder if that’ll be enough to make your sister stop with those spiteful glares.”

So he did notice. It didn’t matter how many times your mom kicked Chunghua under the table, Childe was bound to pick up on it with how freakishly perceptive he is. You were mixed between pride at Chunghua’s judge in character and dread at how he might respond, should he perceive it as a transgression. You’ve been put on blast for less. Anxiety floods your veins at the thought of anything bad happening to your sister, bile rising in your throat. Appease him somehow, you tell yourself.

“She’s never been the best with strangers. Give her some time. Besides, you know how siblings can be.” You attempt to shrug off her behavior to avoid any possible repercussions. Never did you expect to actively be comforting a sulking Childe — just the thought alone makes you want to gag — yet here you are. Doing just that to keep your family safe. The world is nothing if not consistent in how cruel it is to you.  

“Indeed I do. Not to brag, but I’m rather good with kids, so I’m sure she’ll come around eventually,” he squeezes you in an unwanted half hug. “I must admit, it takes guts to glare at a Harbinger. Consider me thoroughly impressed.”

At least you don’t need to worry about Chunghua’s wellbeing anytime soon. If there’s anything you’ve learned during your time with Childe, it’s that the little victories that matter. Anything that keeps the heat off your family is worth celebrating. A deep sigh leaves your lips, exhaustion eating away at you from the inside out. After all the stress you just went through, you’ll sleep like a rock tonight if Childe leaves you alone long enough to.

While you walk side by side in silence, you notice the looks your fellow Liyue citizens are giving, though it’s mostly directed towards Childe. Everyone knows who he is. What he does, what he’s capable of doing. You used to find it humiliating — especially since he insists on always touching you — now you’re numb to the dirty stares. They know nothing of your situation, so why should you bring yourself to care?

Childe’s vice-like grip suddenly loosens, his hands going behind his head. You’re grateful for the newfound space.

“I’ll be introducing you to my family once my work here in Liyue is finished. Snezhnaya might sound treacherous from what you’ve heard, but it’s rather beautiful depending on where you go. Ah, I have so much to show you!”

He gives you a smile that doesn’t reach his dull, cruel eyes. “You don’t mind, do you?”

There’s no point in arguing with the devil incarnate.

“Of course not.”

[aion-rsa]

Crazy Samurai: 400 vs. 1: The Most Epic Sword Fight Ever Filmed

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When it comes to action choreography, any long take sequence that lasts more than a few minutes is an achievement. Stunts and fights are risky. They can even be deadly. The longer the scene, the more chances of an accident. But a 77-minute one-er? That’s just crazy. 

Talented filmmakers strut their stuff because the technical skill behind a good one-er demands next-level directorial and choreographic mastery. Setting up a long take scene is exponentially more challenging than a normal scene with cuts. For example, the short one-er that opens Lindsay Vonn’s new Amazon Prime reality game show series The Pack only runs a few minutes and is split by a cut in the middle, but it took 26 hours to prepare, film, and strike the sequence. Plus they had to shut down the 110 Freeway to film it.  

The extensive long takes in Alejandro González Iñárritu’s Birdman and Sam Mendes’ 1917 have won international acclaim, Oscars, and other notable awards. Asian cinema has also been delivering some impressive one-ers. Standing out among the rest is rising director Bi Gan, who blew his entire budget for his second film Kaili Blues just to create a complex 42-minute long-take sequence. He topped that with a convoluted 59-minute one-er in his last film, Long Day’s Journey Into the Night, in 3D no less. It was such a remarkable achievement in filmmaking that it was recognized by Cannes.

Making the Cut Before Someone Gets Hurt

Action one-ers are the most challenging because so much can go wrong in fight choreography. There’s no room for error. Even with regular action sequences with plenty of safety edits, stunt people can get injured, even killed. This makes action one-ers shorter, but far more intense, especially from a technical standpoint. Although there is a place for good wire-fu, martial arts fans have the highest admiration for fight scenes grounded in reality so when actors can pull off long complicated fight scenes, it’s a testament to pure skill. 

Recent Hollywood action movies have embraced long take fights with films like the Keanu Reeves John Wick films. That franchise is directed by Chad Stahelski whose background is in stunt work. Director Ryan Coogler delivered some gripping long-take scenes with the Casino fight in Black Panther and Adonis’ first fight in Creed. 

These recent one-ers stand on the shoulder of past ones, so cherished by action fans that some have their own nicknames. John Woo’s Hard Boiled included a 3+ minute single-tracking take known as the “hospital scene.” It’s a wild piece of Woo’s signature balletic gunplay that is off-the-rails ballistic and explosive. And that film was shot in 1992, long before CGI allowed such destruction to be faked. According to film lore, the scene was originally meant to be 5+ minutes but the crew couldn’t sustain it. 

Chan Park-wook’s Oldboy included a 3+ minute brutal “hallway fight” that allegedly took 17 takes over 3 days to capture. It’s an incredible piece of ultraviolence that gave new meaning to hammer usage. It’s even more impressive considering that actor Choi Min-sik didn’t come from a martial arts or stunt background. He learned his fighting skills specifically for that film. Oldboy was also recognized by Cannes for its daring filmmaking. 

Tony Jaa’s legendary 4+ minute staircase fight in Tom-Yum-Goong (a.k.a. The Protector) took a month to prepare. According to Jaa, they got it in 8 takes, but they could only attempt 2 takes per day because it was so complicated. Jaa also claims they would’ve gone longer but were hampered by the how much film their camera would hold. Today’s digital recording allows one-ers to go much longer than in the days of film. In 1948, Alfred Hitchcock’s groundbreaking long-take film Rope! was limited to one-ers under 10 minutes because that was the maximum length of film in his camera magazines back then. Digital filmmaking has no such constraints and today’s directors are exploiting this. 

The Sword Saint – Miyamoto Musashi

Crazy Samurai: 400 vs. 1 is a fictional story about Japan’s most famous sword saint – or Kensei – Miyamoto Musashi (1585-1645 CE). The original Japanese title is Kyo Musashi (Kyo means “crazy”) and an alternate anglicized title is Crazy Samurai Musashi. However, beyond the name, this is not any sort of biopic of Musashi. The real Musashi was undefeated in 61 duels, and although that falls far short of 400, that’s the most documented victories of any swordsman in Japanese history. 

Musashi’s first duel was against Arima Kihei. Musashi accepted a public challenge from Kihei and beat him to death with a bo staff. That was when Musashi was only 13. Musashi went on to write one of the most venerated treatises on swordsmanship of all, The Book of Five Rings. 

However, if you’re looking for Musashi’s history, Crazy Samurai: 400 vs. 1 isn’t the film for you. This film is about fight choreography. Crazy Samurai: 400 vs. 1 clocks in at 92 minutes total running time. Subtract that 77-minute fight scene and that only leaves 15 minutes for story development. The premise is established within the first 8 minutes. 

Musashi (Tak Sakaguchi) has killed Seijuro Yoshioka, and the Yoshioka clan wants revenge. Anticipating Musashi to answer a challenge, the clan lays a trap. The new head of the clan is a prepubescent boy, Matashichiro Yoshioka (Kousei Kimura), and the clan sets him up to challenge Musashi to regain the clan’s honor. But it’s a ruse to ambush Musashi at a dueling field with 100 of their students and 300 mercenaries. A white moth flutters by. In Asian culture, white moths are messengers of death (some claim this underpins the Kaiju monster Mothra). Then Musashi enters and the sword swinging craziness begins. That’s all we get for story development. 

Anyone familiar with Musashi’s real history recognizes that Crazy Samurai: 400 vs. 1 is loosely based upon his battle with the Yoshioka clan. In a series of duels, Musashi defeated the Yoshioka brothers, Seijuro and Denshichiro. The clan did use Matashichiro as bait to lure Musashi into a trap. A retinue of followers lay in wait to ambush Musashi, but there weren’t 400 of them. Musashi arrived late, launched a surprise attack, beheaded Matashichiro, and then fought his way out. 

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The battle against the Yoshioka clan occurred when Musashi was turning 20 and allegedly inspired him to invent his signature two-sword method of fighting known as Nitenichi (Two Heavens are One). Within the 77-minute fight, Sakaguchi does demonstrate a few instances of double sword play, however the bulk is single sword work. Two swords are twice as heavy as wielding one, so this was surely a strategy to conserve Sakaguchi’s energy so he could go the distance. 

Beyond that, Crazy Samurai: 400 vs. 1 offers a few more Musashi Easter eggs. Most of the battle consists of hordes of hapless swordsmen rushing Musashi only to get cut down in a few strokes but there are some more notable opponents plucked from Musashi legend. Separating the horde of ambushers are a few distinguished fighters who declare themselves to Musashi before engaging him one-on-one.

His first duelist is Nanpo Yoichibei, who is mentioned as part of the Yoshioka clan in Eiji Yoshikawa’s timeless novelization Musashi.  Shishido Baiken (Akihiko Sai) is his second challenger and he fights with a kamagusari (sickle and chain). There are stories about Musashi facing a kamagusari wielding fighter named Shishido, but they aren’t verifiable. Ueda Rhohei (Kazuto Nakamura) is a fictional character from Vagabond, a popular manga based on Musashi by Takehiko Inoue. 

400 vs. 1 in a single TAK

Tak Sakaguchi often just goes by TAK (and yes, that’s in all caps). This is how he is credited in Crazy Samurai: 400 vs. 1. TAK claims to have been an underground street fighter until he was discovered by firebrand director Ryuhei Kitamura. Kitamura cast him in his debut role as Prisoner KSC2-303 in the zombie Yakuza cult classic Versus in 2000. Since then, TAK has worked in nearly 50 action films in roles ranging from actor, director, writer and of course, fight choreographer. Beyond several collaborations with Kitamura, he has also worked with film maverick Sion Sono. The concept for Crazy Samurai: 400 vs. 1 came from Sono. Sono and TAK planned a project together called Kenkichi, which was to feature a long one-er, but the film was never made.

Crazy Samurai: 400 vs. 1 is directed by Yuji Shimomura, who like Stahelski, has a background as an action director or fight choreographer. In 2019, Shimomura and TAK partnered for manga-based actioner Kingdom. They filmed Crazy Samurai: 400 vs. 1 nine years ago. It was completed two years later, but it languished in storage until last year. Albatros, an independent distributor, showed last August in Japan, but given the pandemic, it was only presented on 50 screens. The film performed poorly at the box office and received mixed reviews. Critics who were unimpressed by fight choreography panned it and rightly so. There’s not much here beyond a marathon fight scene. 

But still, what do you expect from a film that sells the gimmick of a 77-minute one-er fight scene? Story and character development are not what this film is about. There’s minimal dialog. There’s barely a story. Even the soundtrack is sparse. There are some moments of Taiko drumming or mournful piano, but mostly it’s whistling blades, dying grunts and blood gushing spurts. It’s like sword fighting porn – hardcore porn violence – relentless and unforgiving.  

“How many more?”

Despite its shortcomings, any genuine fan of fight choreography must bow down to what TAK and Shimomura have achieved. Within the first five minutes of shooting, TAK took a hit that broke some of his fingers. In later filming mishaps, he also broke some ribs and some back teeth. Despite his injuries, he managed to fight through it all, cutting through a ridiculous number of assailants, and his pain and exhaustion is palpable.

Remarkably, there are very few moments where a digital stitch might have been inserted. A common trick with one-ers is to pan across something static like a wall. That can hide a cut in the action. There aren’t very many of these – a few walls and a shot of a dead body – but for most of the 77 minutes, moving actors are in frame. 

The fight choreography is simple, practical, and somewhat repetitive. It’s choreographed for the long haul. TAK’s Musashi usually adopts variations of hasso or waki stances which place his sword on the right side of his body. It’s an invitation for his attackers to come at him on his left side to which he responds with a lot of spanking parries. He deploys many ripostes repeatedly – a standard cut to the head or belly, a cut to the leg, a common move from Kendo where the right hand releases its grip to lengthen a strike with using the left hand. There are several scenes where about half a dozen swordsmen charge Musashi one by one, each to be cut across the gut in succession. 

This is not the sort of flowery swashbuckling flourishes shown in most sword fights. To endure for that long, TAK relies on techniques that are simpler and, in many ways, more real. If an uninitiated viewer doesn’t grasp the tremendous staying power of TAK’s performance, they will leave unimpressed. To martial arts practitioners, TAK’s use of feints and his control of distance are superb. And anyone who has worked out for an hour straight will be humbled by TAK’s stamina.

After half an hour, Musashi takes his first water break. Bamboo thermoses are stashed throughout an abandoned village where much of the fight takes place, along with snacks and fresh swords. How those got there is never explained in the film, but it makes perfect sense from a choreographic standpoint. TAK had to pace himself to make it through. The rest of the fight is choreographed so TAK gets a water break every five minutes or so.

Crazy Samurai: 400 vs. 1 isn’t a film for everyone. As a film, its storytelling is sorely lacking. However, for genuine connoisseurs of action cinema and fight choreography, it is a masterpiece.

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Crazy Samurai: 400 vs. 1 premieres on February 12, 2020 on Hi-YAH! and comes to Blu-ray and Digital on March 2. 

The post Crazy Samurai: 400 vs. 1: The Most Epic Sword Fight Ever Filmed appeared first on Den of Geek.

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[charleshamillton]

RUNNIN’ DOWN A DREAM.

By Peter M. DeLorenzo 

Detroit. Deep in the throes of another sleepless night, delirious with the knowledge that it was the early hours of Wednesday morning and I still hadn’t written a column, the urgent, searing guitar riffs of one of Mr. Petty’s signature songs took over my thoughts. 

And suddenly, it was 2030.

I stepped out into the darkness, wandering around in a world that looked, well, remarkably as it looks today. I noticed a few stray autonomous vehicles doing their rote routines, with their blue LEDs indicating what they were. But they were – not surprisingly – insignificant, part of the thrum of a new reality, but only a bit part.

And as the darkness lightened slightly, I started to see the ebb and flow of traffic on Woodward Avenue. Some avant-garde designs were noticeable - aero shapes punctuated by their wildly diverse lighting systems - but they were clearly full-zoot luxury machines. Other cars were decidedly less adventurous, a mix of small to medium sized conveyances that really didn’t look all that much different from today. And yes, the traffic flow was dominated by SUV-like vehicles still, the American consumer having long ago abandoned any thought of going back to a typical passenger car.

The sounds were diverse too. A mix of BEV whine, hybrids and yes, full-on ICE machines as well. It was obvious that the prognostications of a complete transition to BEVs were dead wrong. The “grand transformation” was clearly a work in progress, with scores of people happily clinging to their piston-powered vehicles for two reasons: cost and the freedom of movement with no limitations. I did notice that as I walked past the local Speedway gas station/convenience store, a row of quick charging stations for BEVs had been added. They were empty now, but the gas pumps were already busy. 

I found myself back at my computer and I began to peruse some of the stories. The “C” of FCA had been bought out eight years ago, so Jeep and Ram Truck were now part of the Hyundai Group, with the Italians keeping control of Alfa Romeo, Ferrari, Fiat and Maserati. 

The Toyota conglomerate now included Honda and Mazda – as completely separate entities - as well as Subaru. And Lexus survived as a fully-electric brand after Toyota bought out the assets of Tesla, which had gone bankrupt eleven years earlier. Peugeot-Citroën had taken over Renault and solidified into one company, with Nissan being absorbed and rebranded as Datsun worldwide, Infiniti having been discontinued.

Daimler and BMW had entered into a joint operating agreement; both Mercedes and BMW retained product independence in the new German company and were joined by Aston Martin, which finally ran out of time and money trying to keep its luxury brand afloat. 

The VW Group long ago established itself as the largest automotive conglomerate in the world. The news? Its working agreement with the Ford Motor Company had evolved into a full takeover, as Ford’s restructuring was stalled by its perpetually late product cadence, ineffectual leadership and having pissed away billions trying to become a mobility company. And for the first time in its history Ford was no longer controlled by the Ford family, although the family still maintained a significant - but notably reduced – presence in terms of stock and influence. 

And what of GM? Dan Ammann had succeeded Mary Barra, with 99 percent of the company’s profitability originating in China. The Buick, Cadillac, Chevrolet and GMC divisions remained, with Hummer having been resurrected from the scrap heap and brought back to prominence. Those brands were now joined by Jaguar and Land Rover, as GM became part of the Tata conglomerate in 2025.

The most amazing thing I discovered in my future dream was that all of the hundreds of billions of dollars spent on the development of autonomous vehicles had turned out to be the biggest financial disaster - this side of The Great Recession – in automotive history. The focus on autonomous conveyances and the promise of a Utopian future of no-involvement ride sharing and rent-by-the-minute usage had devolved into lawyered-up tech companies fighting over a few big municipal fleets, contracts with the U. S. Post Office and very narrowly-focused utilization for the elderly. The Masters from The Valley of Silicon were incredulous that consumers just didn’t buy into their all-encompassing brilliance. 

The wholesale consumer acceptance of mass usage rental vehicles turned out to be a mirage, as real people with real lives convincingly reminded the brainiacs that the reality of mass ride sharing just doesn’t work in the real world, where the comings and goings of an average family will never fit into a perfect little autonomous box.

The brightening sky was now getting dark again, as storm clouds rolled in from the west. I went out and fired up The Beast one more time, just to remind myself that the memorable moments in life are fleeting and precious, and still worth pursuing.

And then I woke up and began writing…

I’ll leave it to Mr. Petty to close this one out:

I rolled on as the sky grew dark I put the pedal down to make some time There’s something good waitin’ down this road I’m pickin’ up whatever’s mine

I’m runnin’ down a dream That never would’ve come to me Workin’ on a mystery, goin’ wherever it leads Runnin’ down a dream

And that’s the High-Octane Truth for this week.

RUNNIN’ DOWN A DREAM. syndicated from https://cashcarsremovalwrecker.wordpress.com

[christophergill8]

Guest Post - Tax Practitioners and Marijuana Business Clients

Here is a guest post from Brett A. Podolsky, an attorney who is also a Criminal Legal Specialist certified by the Texas Board of Legal Specialization. He is the former Assistant Criminal District Attorney for the State of Texas. As a criminal defense attorney in Houston, Texas, Mr. Podolsky dedicates his entire practice to litigation. He handles a wide variety of cases, including drug charges, federal crimes, white-collar crimes, and sex crimes. Brett offers some suggestions for practitioners on what you need to know about taxation and marijuana.

Unanswered questions remain concerning whether tax practitioners, e.g. CPAs and attorneys, can aid a marijuana business entity with its tax issues, including tax planning and/or compliance, since the sale of marijuana is still considered a federal crime. Practitioners ask, “Is assisting a marijuana business an ethical violation?” as well. All businesses, including those that sell cannabis, require tax, legal, and accounting assistance. Businesses need answers regarding business structure, taxes, and future financial planning. This post addresses what business owners and advisers should know and contemplate before agreeing to take on a client engaged in the sale, production, or use of marijuana.

State Laws and Marijuana

Today, in many states and the District of Columbia, commercial entities may form under state laws to grow and/or sell cannabis. The laws are strict concerning who may grow (produce) or sell to consumers and who may purchase. Each state’s regulations, statute, and guidelines may also interact with additional laws, e.g. employment or zoning laws. All the while—and despite the fact that states’ laws allow for cannabis production, sales, and use—these actions remain crimes under the Controlled Substances Act of the federal government. Like other businesses seeking advice about the newly passed tax laws, marijuana businesses are likely to want assistance from a tax adviser as well. Certified public accountants and attorneys may be cautious about whether they wish to, or should, assist these businesses. If CPAs and attorneys decide to assist the marijuana business, they will want to ensure that their actions won’t lead to licensure or rules of conduct violations to which they’re subject.

Attorneys and Professional Conduct

The Bar Association of San Francisco (2015) issued Ethics Opinion 2015-1 to discuss whether an attorney in California may ethically represent clients engaged in a medical marijuana business. The opinion concludes that “a lawyer may ethically represent a client on the facts presented consistent with California Rule of Professional Conduct 3-210…provided that (the attorney’s) legal advice and assistance is limited to activities permissible under state law and the lawyer advises the client regarding the possible liability under federal law and other potential adverse consequences under state and federal laws.”

Marijuana Business Overview

Most states and the District of Columbia have passed laws that allow some forms of growing, selling, and using medical marijuana. 

Eight states – Washington, Alaska, Oregon, California, Nevada, Colorado, Maine, Massachusetts, and the District of Columbia (about 21 percent of the country’s population) – allow recreational marijuana use. 

Although most states allow medical marijuana usage, federal classification of marijuana (cannabis) remains a Schedule I controlled substance. This classification is somewhat at odds with the idea that marijuana may be safely used under medical supervision. 

Colorado’s sales taxes, licenses, and fees from marijuana sales continue to show robust growth. Total revenues were about $67.6 M in 2014, $130.4 M in 2015, $193.6 M in 2016, and about $247.4 M in 2017 (Colorado Department of Revenue). 

The marijuana industry is a high growth industry. State taxation of marijuana businesses is widely discussed.

Marijuana Tax Revenues

Businesses selling marijuana have tax compliance issues to consider as well. When states sought to adopt cannabis legalization laws, taxation was an essential element of attracting political support. For that reason, tax rates were set high: 

Washington (37 percent), Colorado (29 percent), Alaska (25 percent), and Oregon (25 percent) 

The Tax Foundation reports robust growth of tax revenues in these states. 

California established a 15 percent excise tax and other states have pegged revenue rates at 10 – 25 percent. Lawmakers note that consumers have the option to travel to another state with lower marijuana tax rates. Competition in the free and open markets are likely to determine at what rates states tax marijuana businesses in the future.

Tax Reform and Marijuana

The Tax Cuts and Jobs Act (PL 115-97) was passed on December 22, 2017. It’s widely considered as the most notable overhaul of the United States Tax Code since the Reagan Administration.

IRC § 280E

Cannabis businesses must understand how these new laws affect them. The following are some of the significant tax issues cannabis businesses face now: 

The Tax Cuts and Jobs Act didn’t repeal IRC § 280E. 

This section prevents the cannabis producer, processor, or retailer from subtracting expenses from income (other than those deemed ‘Cost of Goods Sold’). 

As a result, cannabis businesses must determine the expenses included in Cost of Goods Sold and identify deductible expenses. As of this writing, little guidance is available to assist taxpayers in making these determinations. 

Note that, on audit of a California medical marijuana dispensary, the IRS used IRC § 280E to prohibit it from deducting any operating expenses (e.g. auto expenses and officers’ salaries). In other words, IRS sought to prevent the dispensary from earning a profit on the medical marijuana business. 

Tax experts theorize that IRC § 280E wasn’t repealed because it would’ve been considered a tax cut – which would’ve prompted the U.S. Congress to replace lost revenues. However, cannabis businesses will pay lower federal taxes starting this year. Tax rate decreases mitigate its effect.

Corporate Structure

In addition, cannabis businesses should consider corporate structure under the new tax law: 

The Tax Cuts and Jobs Act make “C Corporations” more tax-favorable. 

C corporations pay taxes at the corporate level. 

Individual shareholders pay taxes on dividends paid by the corporation (at rates up to 20 percent). 

In past years, double taxation discouraged C corporations. The Tax Cuts and Job Act effectively reduces this issue by lowering C corporate tax rates to 21 percent. (Tax rates on dividends are unchanged under the Act.) 

C corporations also enjoy 1) shareholder audit protection as well as 2) more flexibility in employee benefits. 

The new tax law may disfavor certain Limited Liability Companies (LLCs) and Pass-Through entities: 

To date, many new businesses automatically choose the limited liability company corporate structure. 

LLCs assume a variety of forms but, commonly, income is passed through to the entity’s owner(s). Pass-through income is taxed at the owners’ or member’s individual tax rates: in some instances, the owners may see (20 percent) of the business’ income. 

For instance, a single person in the 24 percent bracket earns net income from an “ancillary” cannabis enterprise that he runs as a sole member of an LLC. The LLC’s income is $100,000. His federal taxes from the enterprise are $19,200, or $100,000 net less $20,000 times 24 percent. 

Take note of exceptions: Congress has framed the pass-through entity benefit in the IRS code as a deduction: IRC § 280E disallows the deduction from cannabis retailers, producers, distributors, and manufacturers. In this scenario, the cannabis business referenced above will pay taxes on its full net income.**

In this way, the new tax law punishes cannabis businesses. 

Although some ancillary businesses benefit from a 20 percent deduction, others (pass-through entities) see the 20 percent deduction minimized or disallowed because of many inter-related and/or complex rule exceptions.

Tax laws favor concerns committing significant capital

Generally speaking, the new tax law exceptions favor those businesses making significant capital investments, e.g. real estate, over concerns that are either labor-intensive or service-focused. For instance, many service businesses, e.g. consulting or health care concerns, don’t qualify for the new deduction (unless overall taxable income, net of several adjustments, is less than $157,500 or $315,000 for joint filers.  However, an ancillary business, e.g. a real estate lessor, may benefit from an LLC structure.

Possible limited tax deductions for debt financing

Some investors would rather loan money to a cannabis enterprise than invest in it as an equity shareholder. Under IRC § 280E, it’s challenging for the cannabis enterprise to deduct interest expense costs. (Under old tax laws, the ancillary business could deduct 100 percent of its interest costs.) Under the Tax Cuts and Jobs Act, the total amount of interest expenses permitted for deduction can’t be a greater than interest income plus 30 percent of adjusted taxable income plus interest expenses from floor plan finance costs: Adjusted taxable income is usually taxable net (with adjustments for) expense and interest income, losses, and specific capital investments. [IRC Section 163(j)]

Fine-Tuning the Tax Cuts and Jobs Act

The new tax law passed in December 2017 became effective in 2018. It’s probable that the Internal Revenue Service will be hard-pressed to offer guidance to businesses and tax advisers. It’s also likely that the IRS will add regulations this year. If Congress seeks to fine-tune the tax bill or enact additional reforms, might IRC § 280E be repealed, or at least limited in application to state-legal marijuana operations? We'll see.

Contact a Cannabis Business Lawyer

Marijuana businesses are a robust source of tax revenues for state and local governments. Marijuana businesses must pay taxes. Most business owners want to file an accurate return and grow their business to take advantage of significant demand. However, taxes may be an especially complex task for marijuana businesses attempting to figure out their taxation obligations this year. It’s important to get legal assistance concerning your marijuana tax questions. The new cannabis industry is high-regulated at the state level and complicated for many reasons including the fact that it still involves activity illegal under federal law. **Note from Annette Nellen (host of 21st Century Taxation blog): Brett is correct that the Section 199A Qualified Business Income provision, added by the TCJA, allows a deduction from taxable income. However, it is an odd "deduction" in that it is really a bonus deduction intended to provide some rate reduction to businesses not operating as a C corporation since C corporations got a rate reduction by the TCJA. So, this deduction is not one with a direct cash outlay. The language at Section 280E states, "No deduction or credit shall be allowed for any amount paid or incurred during the taxable year in ..."  Query: May a marijuana business claim a deduction under Section 199A since it is not a deduction "paid or incurred"?  The provision is in Part VI on deductions (in Subchapter B of Chapter 1). But it was addeed for rate relief. If all business owners obtained rate reductions by the TCJA, even marijuana business owners would obtain that benefit. We'll see if the IRS provides any clarification on this matter. What do you think? from Tax News By Christopher http://21stcenturytaxation.blogspot.com/2018/02/guest-post-tax-practitioners-and.html