Apr 16, 2026
High Growth, Higher Risk: The Business of Cannabis w/ Melissa Diaz of Highrock Accounting
- AZ TRT S07 EP07 (289) 4-12-2026
What We Learned This Week
Cannabis Companies Are Taxed on Gross Margin
Because of 280E, they can’t deduct ordinary business expenses — creating massive tax burdens.
Federal Classification Drives Everything
Schedule I status impacts taxation, banking, regulation, and investor appetite.
Many Companies Are Playing Legal Offense
Some are challenging 280E aggressively, treating unpaid taxes as a strategic risk.
Licensing Structure Determines Success
Limited-license states create stronger economics. Unlimited states create margin compression.
Consolidation Is Coming
Stronger, vertically integrated, mid-sized operators are likely to dominate by 2026.
Guest: Melissa Diaz
https://www.linkedin.com/in/melissa-k-diaz-cpa-10215623/
Melissa Diaz is a powerhouse at the intersection of accounting, strategy, and tech. As Co-Owner and CRO of High Rock Accounting (and co-founder of Rebel Rock PC, now High Rock), she leads with precision on everything from cash flow and budgeting to due diligence and audit readiness. At High Rock she helps businesses harness cutting-edge technology to make smarter, faster, fully compliant financial decisions both day-to-day and long-term.
With an expertise in Cannabis and the Technology industry, Melissa’s mission is clear: empower businesses to stay competitive, compliant, and efficient in high-pressure, high-growth environments. Whether she's solving complex reporting challenges or decoding 280E, Melissa brings charisma, clarity, and confidence to the table every time.
🎙 Podcast Notes
Guest: Melissa Diaz
Topic:
The Legal, Tax & Business Reality of the Cannabis
Industry
Segment 1: The Federal Tax Problem (280E)
The Core Issue: Federal Classification
The cannabis industry’s biggest challenge isn’t demand — it’s federal law.
Cannabis is still classified as a Schedule I controlled substance, meaning:
· No accepted medical use (federally)
· Same category as cocaine and methamphetamine
Other classifications:
· Schedule II – Highly controlled with medical use (e.g., oxycodone)
· Schedule III – Lower control (e.g., Tylenol with codeine)
· Over-the-counter drugs are not controlled substances.
Why This Matters: Section 280E
Under Internal Revenue Code 280E:
· Cannabis businesses can only deduct Cost of Goods Sold (COGS).
· They cannot deduct normal operating expenses.
· This means they are effectively taxed on gross margin, not net income.
Result:
· Extremely high effective tax rates.
· Cash flow pressure.
· Structural workarounds.
Industry Workarounds
To manage tax exposure, many cannabis companies:
1. Use Cost Segregation
o Categorize as many expenses as possible under COGS.
o Rarely challenged aggressively.
2. Create Management Companies
o A separate affiliated entity handles:
§ Admin
§ Marketing
§ HR
§ Operations
o Charges a management fee to the cannabis entity.
o Helps shift deductible expenses outside 280E limitations.
Possible Federal Rescheduling
If cannabis moves to Schedule III:
· Businesses could deduct ordinary expenses.
· Massive financial impact.
· Immediate improvement in profitability.
Segment 2: Legal Challenges & Risk
The Harborside Case
· Legal challenge against 280E application.
· Many companies have followed similar strategies using management entities.
· Ongoing uncertainty.
Executive Order & Medical Cannabis
· Medical cannabis revenue represents 10–15% of total revenue.
· 38 states allow legal medical or recreational cannabis.
· Federal inconsistency remains.
Protective Filings
If companies owe significant taxes (e.g., $10K+ unpaid liabilities):
· Protective filings can preserve rights.
· Strategic legal positioning matters.
Big Question
If the IRS loses major 280E challenges:
· Could owe interest refunds to companies.
· Significant fiscal impact.
But there’s always:
· Litigation risk
· Opportunity cost
· Cash flow strain during disputes
Segment 3: State-Level Expansion & Industry Consolidation
Florida Example
· Recreational legalization pushed in 2024 but failed.
· Multi-state operators (MSOs) heavily lobby for expansion.
· Example: Trulieve and other large operators.
Tax Strategy Risk
Some companies treat unpaid taxes as:
· A “loan” from the IRS
· Betting on favorable legal rulings
But risk:
· Potential clawbacks
· Penalties and interest
Many companies are aggressively challenging 280E.
Segment 4: Regulation, Licensing & Industry Structure
State Regulation Differences
· New Jersey & New England: Unified recreational frameworks.
· Unlimited license states = oversaturation.
· Limited license + lottery systems = high barriers to entry.
Zoning Restrictions
Dispensaries:
· Cannot operate near schools or churches.
· Subject to strict local zoning rules.
· “Vice-style” regulation model.
Vertical Integration Matters
Very difficult to survive with just one vertical.
Companies that control:
· Cultivation
· Processing
· Distribution
· Retail
…have stronger margins and operational control.
Operational Reality
· No outdoor growing in high heat climates.
· Indoor, climate-controlled warehouses dominate.
· Highly regulated workforce (Facility Agent cards required).
Financing Landscape
· Real estate lending
· Sale-leaseback arrangements
· Hard money loans (due to banking restrictions)
2026 Industry Predictions
· Large operators buying smaller failing companies (trend slowing).
· Growth of mid-sized operators:
o 2 states → $20–50M revenue.
o 3–5 states → $100M+ revenue.
· Continued consolidation.
· Ongoing regulatory and tax uncertainty.
Melissa’s
Perspective:
Being a service provider in cannabis means operating in constant
uncertainty — but that’s also where opportunity lives.
Cannabis 2025 in Review: Lessons Operators Can’t Afford to Miss
If your client or employer is a cannabis operator who made it through 2025, congratulations. They survived a year that separated the strategists from the dreamers, the operators from the opportunists, and the businesses built on solid fundamentals from those riding on hype alone.
This wasn't the year of explosive growth and easy money. This was the year the cannabis industry got real.
Let's break down what happened in 2025 beyond the headlines. More importantly, let’s break down what it means for the cannabis industry and you.
Article Link: HERE
Cannabis Topic: https://brt-show.libsyn.com/category/Cannabis-Hemp-Marijuana
Tech Topic: https://brt-show.libsyn.com/category/Tech
Best of Biotech from AZ Bio & Life Sciences to Jellatech: HERE
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