Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Text Block [Abstract] | ||
Registrant Name | Cannabis Sativa, Inc. | |
Registrant CIK | 0001360442 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2021 | |
Fiscal Year End | --12-31 | |
Number of common stock shares outstanding | 28,731,622 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Current with reporting | Yes | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 000-53571 | |
Entity Incorporation, State Country Code | NV | |
Entity Address, Address Line One | 450 Hillside Dr. #A224 | |
Entity Address, City or Town | Mesquite | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89027 | |
City Area Code | 702 | |
Local Phone Number | 346-3906 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 308,648 | $ 322,107 |
Accounts receivable, net | 2,495 | 2,495 |
Inventories | 29,435 | 56,485 |
Investment in equity security, at fair value | 346,000 | 195,000 |
Other current assets | 61,132 | 55,199 |
Total Current Assets | 747,710 | 631,286 |
Other Assets | ||
Property and equipment, net | 184,895 | 199,120 |
Intangible assets, net | 447,661 | 489,946 |
Deposits and other assets | 9,250 | 9,250 |
Right to use asset | 43,796 | 47,312 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 3,270,514 | 3,214,116 |
Current Liabilities | ||
Accounts payable | 198,116 | 179,200 |
Accrued interest - related parties | 158,875 | 144,024 |
Advances from related parties | 67,058 | 18,800 |
Notes payable to related parties | 1,181,520 | 1,161,020 |
Customer deposits | 0 | 25,545 |
Operating lease liability - current | 35,672 | 31,891 |
Total Current Liabilities | 1,641,241 | 1,560,480 |
Long-Term Liabilities | ||
Operating lease liability - long term | 8,124 | 15,421 |
Total Liabilities | 1,649,365 | 1,575,901 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; 995,692 and 1,090,128 issued and outstanding, respectively | 996 | 1,090 |
Common stock $0.001 par value; 45,000,000 shares authorized; 28,455,056 and 27,453,178 shares issued and outstanding, respectively | 28,455 | 27,455 |
Additional paid-in capital | 78,134,094 | 77,660,014 |
Accumulated deficit | (77,448,329) | (77,028,339) |
Total Cannabis Sativa, Inc. Stockholders' Equity | 715,216 | 660,220 |
Non-Controlling Interests | 905,933 | 977,995 |
Total Stockholders' Equity | 1,621,149 | 1,638,215 |
Total Liabilities and Stockholders' Equity | $ 3,270,514 | $ 3,214,116 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Text Block [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 995,692 | 1,090,128 |
Preferred Stock, Shares Outstanding | 995,692 | 1,090,128 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 28,455,056 | 27,453,178 |
Common Stock, Shares, Outstanding | 28,455,056 | 27,453,178 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Text Block [Abstract] | ||
Revenues | $ 557,323 | $ 493,140 |
Cost of Revenues | 265,014 | 187,335 |
Gross Profit | 292,309 | 305,805 |
Operating Expenses | ||
Professional fees | 119,739 | 279,086 |
Depreciation and amortization | 47,582 | 51,635 |
Wages and salaries | 208,462 | 184,909 |
Advertising | 93,449 | 87,088 |
General and administrative | 457,792 | 375,862 |
Total Operating Expenses | 927,024 | 978,580 |
Loss from Operations | (634,715) | (672,775) |
Other (Income) and Expenses | ||
Unrealized (gain) loss on investment | (151,000) | (19,000) |
Interest Expense | 8,337 | 13,552 |
Total Other (Income) Expenses, Net | (142,663) | (5,448) |
Loss Before Income Taxes | (492,052) | (667,327) |
Income Taxes | 0 | 0 |
Net Loss for the period | (492,052) | (667,327) |
Loss attributable to non-controlling interest - GK Manufacturing | (79,495) | (54,353) |
Loss attributable to non-controlling interest - iBudTender | (970) | (969) |
Income attributable to non-controlling interest - PrestoCorp | 8,403 | 4,402 |
Net Loss for the Period Attributable To Cannabis Sativa, Inc. | $ (419,990) | $ (616,407) |
Net Loss for the Period per Common Share: | ||
Basic & Diluted | $ (0.02) | $ (0.03) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | 27,988,129 | 23,510,224 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest - Prestocorp | Noncontrolling Interest - iBudTender | Noncontrolling Interest - GK Manufacturing | Total |
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | $ 1,021 | $ 22,226 | $ 74,834,032 | $ (74,855,147) | $ 1,107,480 | $ 51,142 | $ 1,160,754 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 1,021,849 | 22,224,199 | ||||||
Conversion of Preferred to Common, value | $ (80) | $ 80 | ||||||
Conversion of Preferred to Common, shares | (80,337) | 80,337 | ||||||
Acquisition of GKMP assets, value | $ 100 | 108,900 | 104,725 | 213,725 | ||||
Acquisition of GKMP assets, shares | 100,000 | |||||||
Shares Issued for Services, Value | $ 89 | $ 973 | 591,013 | 592,075 | ||||
Shares Issued for Services, Shares | 89,286 | 973,380 | ||||||
Shares issued for stock payable, Value | $ 223 | $ 963 | 639,499 | 640,685 | ||||
Shares issued for stock payable, ,Shares | 223,214 | 963,238 | ||||||
Net income (loss) for the period | (616,407) | 4,402 | (969) | (54,353) | (667,327) | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2020 | $ 1,253 | $ 24,342 | 76,173,444 | (75,471,554) | 1,111,882 | 50,173 | 50,372 | 1,939,912 |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 1,254,012 | 24,341,154 | ||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2020 | $ 1,090 | $ 27,455 | 77,660,014 | (77,028,339) | 1,193,798 | 47,264 | (263,067) | 1,638,215 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,090,128 | 27,453,178 | ||||||
Conversion of Preferred to Common, value | $ (167) | $ 167 | ||||||
Conversion of Preferred to Common, shares | (167,966) | 167,966 | ||||||
Cash proceeds from sale of stock, value | $ 10 | 4,990 | 5,000 | |||||
Cash proceeds from sale of stock, shares | 10,466 | |||||||
Shares Issued for Services, Value | $ 73 | $ 880 | 489,033 | 489,986 | ||||
Shares Issued for Services, Shares | 73,530 | 879,002 | ||||||
Shares cancelled, value | $ (57) | (19,943) | (20,000) | |||||
Shares cancelled, shares | (55,556) | |||||||
Net income (loss) for the period | (419,990) | 8,403 | (970) | (79,495) | (492,052) | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2021 | $ 996 | $ 28,455 | $ 78,134,094 | $ (77,448,329) | $ 1,202,201 | $ 46,294 | $ (342,562) | $ 1,621,149 |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 995,692 | 28,455,056 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (492,052) | $ (667,327) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
Unrealized gain on investment | (151,000) | (19,000) |
Cancellation of shares for services | (20,000) | 0 |
Depreciation and amortization | 47,582 | 51,635 |
Depreciation included in cost of revenues | 8,929 | 0 |
Stock issued for services | 489,986 | 592,075 |
Changes in Assets and Liabilities: | ||
Accounts receivable | 0 | (30) |
Inventories | 27,050 | (16,905) |
Prepaid consulting and other current assets | (5,933) | (5,824) |
Deposits and other assets | 0 | (53,000) |
Accounts payable and accrued expenses | 18,915 | 10,979 |
Accrued interest - related parties | 14,851 | 12,788 |
Customer deposits | (25,545) | 0 |
Net Cash Used by Operating Activities | (87,217) | (94,609) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | 0 | (11,867) |
Advance to GK settled with asset acquisition | 0 | 50,000 |
Net Cash Used in Investing Activities | 0 | 38,133 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of stock | 5,000 | 0 |
Proceeds from advances from related parties | 48,258 | 0 |
Proceeds from related parties notes payable, net | 20,500 | 65,500 |
Net Cash Provided by Financing Activities | 73,758 | 65,500 |
NET CHANGE IN CASH | (13,459) | 9,024 |
CASH AT BEGINNING OF PERIOD | 322,107 | 336,107 |
CASH AT END OF PERIOD | 308,648 | 345,131 |
Noncash investing and financing activities: | ||
Net asset acquisition acquired with shares of common stock | 0 | 213,725 |
Common stock issued from stock payable | 0 | 640,685 |
Operating lease liability from acquiring right to use asset | $ 0 | $ 21,120 |
1. Organization and Summary of
1. Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
1. Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Nature of Business: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), GK Manufacturing and Packaging, Inc. (“GKMP”), and Eden Holdings LLC (“Eden”). PrestoCorp and GK Manufacturing are both 51% owned subsidiaries and iBudtender is a 50.1% owned subsidiary. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp, GKMP and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the three months ended March 31, 2021 and 2020. Our primary operations in the three months ended March 31, 2021 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. GKMP commenced operations during the second quarter of 2020. The Company is also actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. Basis of Presentation Operating results for the three months ended March 31, 2021, may not be indicative of the results expected for the full year ending December 31, 2021. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2020 as filed with the United States Securities and Exchange Commission on April 16, 2021. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2021, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31, 2021. The financial statements do not include all of the information and notes required by GAAP for complete financial statements. Principles of Consolidation: The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc., our 51% ownership of PrestoCorp, and our 51% ownership of GK Manufacturing Inc., (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender, PrestoCorp and GK Manufacturing and exercise control through management practices and oversight by the Company’s Board of Directors. GK Manufacturing was established in February 2020. Going Concern: The Company has an accumulated deficit of $77,448,329 at March 31, 2021, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, possible impairment of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, contingencies, and the value attributed to stock-based awards. Inventories: As of March 31, 2021 and December 31, 2020, the Company had $29,435 and $56,485, respectively, in inventory relating to GKMP which consists of the raw materials and packaging used to manufacture cannabidiol (“CBD”) infused products for our customers. Net Loss per Share: Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. At March 31, 2021 and 2020 the Company had 125,000 and 49,900 outstanding warrants, respectively, that would be dilutive to future periods net income. Also, at March 31, 2021 and 2020 the Company had 995,692 and 1,254,012 shares of convertible Series A preferred stock, respectively, that would be dilutive to future periods net income. Revenue Recognition: The Company currently operates two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client. The contract manufacturing division recognizes revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provide inventory for the manufacturing process and GKMP provides labor, supplies and manufacturing operations to mix and package the products. Revenues are recognized when the manufacturing and packaging process are completed and the goods have been shipped to the customer. In other instances, the Company acquires inventory and manufactures products for customers and/or to hold in inventory for later sale to customers through the GKMP on-site dispensary, through the GKMP online store, or to independent distributors. In these instances, revenue is recognized when the product is shipped to the customer or distributor. Shipment terms are FOB origination. Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The Company had no warranty costs associated with the sales of its products. Intangible Assets and Goodwill: Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount. At March 31, 2021 and December 31, 2020, we do not have any indefinite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. To assess impairment, the fair value of the reporting unit is evaluated on qualitative factors. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. A goodwill impairment loss is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. Recent Accounting Pronouncements: Accounting Standards Updates Adopted In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. Adoption of this update on January 1, 2021 had no impact on the Company’s condensed consolidated financial statements. Accounting Standards Updates to Become Effective in Future Periods In August 2020, the FASB issued ASU No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
2. Property and Equipment
2. Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
2. Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Furniture and Equipment $ 225,629 $ 225,629 Leasehold Improvements 17,315 17,315 242,944 242,944 Less: Accumulated Depreciation (58,049) (43,824) Net Property and Equipment $ 184,895 $ 199,120 Depreciation expense for the three months ended March 31, 2021 and 2020 was $14,226 and $317, respectively. |
3. Intangibles and Goodwill
3. Intangibles and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
3. Intangibles and Goodwill | 3. Intangibles and Goodwill All of the Company’s intangibles are definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (KPAL) 1,281,411 1,281,411 Total Intangibles 1,535,410 1,535,410 Less: Accumulated Amortization (1,087,749) (1,045,464) Net Intangible Assets $ 447,661 $ 489,946 Amortization expense for the three months ended March 31, 2021 and 2020 was $42,285 and $51,318, respectively. Amortization of intangibles for each of the next five years is: 2022 $169,142 2023 157,501 2024 116,115 2025 932 2026 932 Goodwill in the amount of $3,010,202 was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000 as of March 31, 2021 and December 31, 2020. The balance of goodwill at March 31, 2021 and December 31, 2020 was $1,837,202 and $1,837,202, respectively. There were no additions, deletions, and impairments recognized in the three months ended March 31, 2021 and 2020. The Company considered the impact of COVID-19 on intangible assets at March 31, 2021 and December 31, 2020 and concluded that annual impairment analysis is not necessary. |
4. Related Party Transactions
4. Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
4. Related Party Transactions | 4. Related Party Transactions The Company has received funds from borrowings on notes payable and advances from related parties and officers to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares. During the three months ended March 31, 2021 and 2020, the Company recorded interest expense related to these advances at the rates between 5% and 8% per annum and in the amounts of $8,337 and $13,552, respectively. In 2020, the Company converted all of the outstanding advances at December 31, 2019 into one year notes due on December 31, 2020 bearing interest at 5%. New borrowings on notes payable in the year ended December 31, 2020 were $142,500. In April 2021 the notes were extended to December 31, 2021. The Company is currently in discussions with the note holders to covert these notes into long-term obligations, but the terms have not been finalized. In the three months ended March 31, 2021, David Tobias advanced $20,500 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2021. In three months ended March 31, 2021, the Company received short-term advances from the principals of GKMP in the amounts of $48,258. At March 31, 2021, the Company owed the principals of GKMP an aggregate of $67,058. These advances were not pursuant to notes payable and are expected to be repaid in 2021. These advances are not interest bearing. At March 31, 2021 and December 31, 2020, the Company had a note payable to the founder of iBudtender of $10,142 and $10,142, respectively. The note earns interest at 0% and was due on December 2019. The note has not yet been paid pending further review of the iBudtender business and adjustment of the agreements between the parties. The following tables reflect the related party advance and note payable balances. Advances from related parties Notes payable to related parties Accrued interest - related parties March 31, 2021 David Tobias, CEO & Director $ - $ 964,878 $ 132,201 New Compendium, Affiliate - 152,500 21,969 Keith Hyatt, Affiliate (GKMP) 46,682 - - Jason Washington, Affiliate (GKMP) 20,376 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 4,055 Other Affiliates - 4,000 650 Totals $ 67,058 $ 1,181,520 $ 158,875 Advances from related parties Notes payable to related parties Accrued interest - related parties December 31, 2020 David Tobias, CEO & Director $ 944,378 $ 120,293 New Compendium, Affiliate - 152,500 20,063 Keith Hyatt, Affiliate (GKMP) 13,100 - - Jason Washington, Affiliate (GKMP) 5,700 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 3,068 Other Affiliates - 4,000 600 Totals $ 18,800 $ 1,161,020 $ 144,024 In the three months ended March 31, 2021 and 2020, the Company incurred approximately $28,000 and $45,000 respectively, for consulting services from a nephew of the Company’s president. These services were paid in shares of the Company’s common stock. These amounts are included in the statements of operations in general and administrative expenses. |
5. Investments
5. Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
5. Investments | 5. Investments The Company owns 10,000,000 shares of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At March 31, 2021, the fair value of the investment in REFG was adjusted to $346,000 based on the closing price of the stock on that date, which resulted in an unrealized gain on investment of $151,000 during the three month period ended March 31, 2021. |
6. Stockholders' Equity
6. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
6. Stockholders' Equity | 6. Stockholders’ Equity Securities Issuances During the three months ended March 31, 2021 and 2020, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated as follows: Three months ended March 31, 2021 Common Shares Preferred Shares Value Related party issuances David Tobias, Officer, Director - 73,530 $ 37,500 Brad Herr, Officer, Director 122,550 - 62,500 Robert Tankson, Director 54,203 - 28,482 Cathy Carroll, Director 73,530 - 37,500 Trevor Reed, Director 12,255 - 6,250 Keith Hyatt, President GKMP 35,404 - 18,056 Kyle Powers, CEO PrestoCorp 167,790 - 88,929 Total related party issuances 465,732 73,530 279,217 Non-related party issuances 413,270 - 210,769 Total shares for services 879,002 73,530 489,986 Issuance for cash 10,466 - 5,000 Preferred stock converted to common 167,966 (167,966) - Shares cancelled (55,556) - (20,000) Aggregate totals 1,001,878 (94,436) $ 474,986 Three months ended March 31, 2020 Common Shares Preferred Shares Value Related Party issuances David Tobias, Officer, Director - 89,286 $ 42,857 Brad E. Herr, CFO 131,964 - 63,342 Robert Tankson, Director 84,326 - 40,476 Cathy Carroll, Director 89,286 - 42,857 Trevor Reed, Director 14,881 - 7,142 Keith Hayatt, President GKMP 37,616 - 18,056 Kyle Powers, President PrestoCorp 92,593 - 44,444 Total related party issuances 450,666 89,286 259,174 Total unrelated party issuances 522,714 - 332,901 Total shares for services 973,380 89,286 592,075 Preferred stock converted to common 80,337 (80,337) - Acquisition of GKMP assets, see Note 7 100,000 - 109,000 Shares issued for stock payable 963,238 223,214 640,685 Aggregate Totals 2,116,955 232,163 $ 1,341,760 During the three months ended March 31, 2021 and 2020, David Tobias, Chief Executive Officer and Director, converted 167,966 and 80,337 shares of preferred stock into common stock in accordance with the terms of the preferred stock, respectively. |
7. Acquisition of GK Manufactur
7. Acquisition of GK Manufacturing and Packaging, Inc. | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
7. Acquisition of GK Manufacturing and Packaging, Inc. | 7. Acquisition of GK Manufacturing and Packaging, Inc. In the year ended December 31, 2020, the Company acquired assets and established GK Manufacturing and Packaging, Inc. (“GKMP”) to conduct contract manufacturing operations for customers seeking to obtain CBD infused products, including salves, tinctures, edibles, and other products containing CBD. In connection with the acquisition, the Company issued two key individuals an aggregate of 100,000 shares of common stock with a fair value of $109,000 for a 51% interest in GKMP. The 49% non-controlling interest is considered a related party to the Company because the non-controlling interest is owned, in part, by the president of GKMP. Employment Agreements. Contingent Consideration. Working Capital Obligation. |
8. Business Segments and Revenu
8. Business Segments and Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
8. Business Segments and Revenues | 8. Business Segments and Revenues The Company is currently organized and managed in two segments which represent our operating units: PrestoCorp and GKMP. PrestoCorp is a telehealth business and GKMP is a contract manufacturing business. General corporate activities not associated with these segments are presented as “other.” Other income (expense) items are considered general corporate items and are not allocated to our segments. Property and equipment, net March 31, 2021 December 31, 2020 PrestoCorp $ 2,618 3,148 GKMP 180,239 193,616 Other 2,038 2,356 Total $ 184,895 $ 199,120 Capital expenditures Three months ended Three months ended March 31, 2021 March 31, 2020 PrestoCorp $ - $ 2,660 GKMP - 9,207 Total $ - $ 11,867 Financial information for each operating segment is as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 PrestoCorp Revenue $ 482,350 $ 478,231 Cost of revenue 183,503 183,874 Gross profit 298,847 294,357 Depreciation and amortization $ 530 $ - GKMP Revenue 74,973 15,830 Cost of revenue 81,511 3,461 Gross profit (loss) (6,538) 12,369 Depreciation and amortization $ 13,378 $ - OTHER Revenue - 79 Depreciation and amortization $ 42,603 $ 51,635 Total Revenue 557,323 494,140 Cost of revenue 265,014 187,335 Gross profit $ 292,309 $ 306,805 Depreciation and amortization $ 56,511 $ 51,635 Revenues from major customers by operating segments are as follows: Three months ended Three months ended Customer Concentrations March 31, 2021 March 31, 2020 PrestoCorp Total PrestoCorp concentrations $ - $ - % of PrestoCorp revenues 0% 0% GKMP Customer A - 11,950 Customer B - 3,000 Customer C 35,503 - Customer D 6,962 - Total GKMP conentrations 42,465 14,950 % of GKMP revenues 57% 94% |
9. Commitments and Contingencie
9. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
9. Commitments and Contingencies | 9. Commitments and Contingencies Leases. PrestoCorp leases office space through WeWork in New York for $2,444 per month on a month to month arrangement. Rent expense for the three months ended March 31, 2021 and 2020 was $4,888 and $7,322, respectively. GKMP leases a facility in Anaheim California where its operations are based. The Anaheim lease includes approximately 16,000 square feet of combined office, manufacturing, and warehouse space. Rent expense for the three months ended March 31, 2021 and 2020 was $67,119 and $24,740, respectively. GKMP leases a commercial printer and a bottle filling line, both of which are used in its manufacturing and packaging operations. For the three months ended March 31, 2021 and 2020, the Company recognized $6,872 and nil, respectively, in lease expense on these two items. Lease expense is reported as cost of goods sold in the consolidated statements of operations. At March 31, 2021, the remaining lease term is 27 months on the printer and 12 months on the bottle filling line. The lessors hold deposits of $1,250 on the printer lease and $8,500 on the bottle filling line. Future minimum lease payments over the remaining term are as follows: From April 1, 2021 to March 31, 2022 $ 31,473 From April 1, 2022 to March 31, 2023 14,473 From April 1, 2023 to March 31, 2024 4,095 Total 50,041 Less imputed interest (6,245) Net lease liability 43,796 Current portion (35,672) Long term $ 8,124 Litigation. Shares in Escrow. In August 2020, the Company entered into discussions with the principals of PrestoCorp regarding the escrowed shares and various compensation matters relating to their work for the Company through the date of the discussions. The principals of PrestoCorp have requested adjustment of their compensation and bonus structure retroactive back to January 1, 2021 and have requested the right to earn back the 500 shares of PrestoCorp common stock over a three-year period ending on December 31, 2023 based on future performance. The Company is still in discussions with the principals of PrestoCorp regarding repayment of advances made to PrestoCorp by CBDS for operating expenses and compensation. Management believes this remaining issue will be amicably resolved in the second quarter, at which point the disagreement will be fully resolved. No contingent liability has been established for this disagreement. Management does not believe the outcome of this matter will have a material impact on the financial statements or the results of operations even if the matter required a more formal dispute resolution process and the PrestoCorp principals prevail on their claims. |
10. COVID- 19
10. COVID- 19 | 3 Months Ended |
Mar. 31, 2021 | |
Loss Contingency [Abstract] | |
10. COVID- 19 | 10. COVID- 19: The outbreak of COVID-19, the coronavirus, has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the Company’s business operations. The World Health Organization has declared Covid-19 to be a global pandemic, resulting in an economic downturn and changes in global economic policy that will reduce demand for the Company’s products and may have an adverse impact on the Company’s business, operating results and financial condition. |
1. Organization and Summary o_2
1. Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policy Text Block [Abstract] | |
Nature of Business | Nature of Business: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), GK Manufacturing and Packaging, Inc. (“GKMP”), and Eden Holdings LLC (“Eden”). PrestoCorp and GK Manufacturing are both 51% owned subsidiaries and iBudtender is a 50.1% owned subsidiary. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp, GKMP and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the three months ended March 31, 2021 and 2020. Our primary operations in the three months ended March 31, 2021 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. GKMP commenced operations during the second quarter of 2020. The Company is also actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. |
Basis of Presentation | Basis of Presentation Operating results for the three months ended March 31, 2021, may not be indicative of the results expected for the full year ending December 31, 2021. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2020 as filed with the United States Securities and Exchange Commission on April 16, 2021. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2021, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31, 2021. The financial statements do not include all of the information and notes required by GAAP for complete financial statements. |
Principles of Consolidation | Principles of Consolidation: The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc., our 51% ownership of PrestoCorp, and our 51% ownership of GK Manufacturing Inc., (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender, PrestoCorp and GK Manufacturing and exercise control through management practices and oversight by the Company’s Board of Directors. GK Manufacturing was established in February 2020. |
Going Concern | Going Concern: The Company has an accumulated deficit of $77,448,329 at March 31, 2021, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, possible impairment of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, contingencies, and the value attributed to stock-based awards. |
Inventories | Inventories: As of March 31, 2021 and December 31, 2020, the Company had $29,435 and $56,485, respectively, in inventory relating to GKMP which consists of the raw materials and packaging used to manufacture cannabidiol (“CBD”) infused products for our customers. |
Net Loss per Share | Net Loss per Share: Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. At March 31, 2021 and 2020 the Company had 125,000 and 49,900 outstanding warrants, respectively, that would be dilutive to future periods net income. Also, at March 31, 2021 and 2020 the Company had 995,692 and 1,254,012 shares of convertible Series A preferred stock, respectively, that would be dilutive to future periods net income. |
Revenue Recognition | Revenue Recognition: The Company currently operates two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client. The contract manufacturing division recognizes revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provide inventory for the manufacturing process and GKMP provides labor, supplies and manufacturing operations to mix and package the products. Revenues are recognized when the manufacturing and packaging process are completed and the goods have been shipped to the customer. In other instances, the Company acquires inventory and manufactures products for customers and/or to hold in inventory for later sale to customers through the GKMP on-site dispensary, through the GKMP online store, or to independent distributors. In these instances, revenue is recognized when the product is shipped to the customer or distributor. Shipment terms are FOB origination. Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The Company had no warranty costs associated with the sales of its products. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill: Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount. At March 31, 2021 and December 31, 2020, we do not have any indefinite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. To assess impairment, the fair value of the reporting unit is evaluated on qualitative factors. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. A goodwill impairment loss is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Accounting Standards Updates Adopted In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. Adoption of this update on January 1, 2021 had no impact on the Company’s condensed consolidated financial statements. Accounting Standards Updates to Become Effective in Future Periods In August 2020, the FASB issued ASU No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s condensed consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
2. Property and Equipment (Tabl
2. Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Furniture and Equipment $ 225,629 $ 225,629 Leasehold Improvements 17,315 17,315 242,944 242,944 Less: Accumulated Depreciation (58,049) (43,824) Net Property and Equipment $ 184,895 $ 199,120 |
3. Intangibles and Goodwill (Ta
3. Intangibles and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Table Text Block Supplement [Abstract] | |
Schedule of Intangible Assets | All of the Company’s intangibles are definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (KPAL) 1,281,411 1,281,411 Total Intangibles 1,535,410 1,535,410 Less: Accumulated Amortization (1,087,749) (1,045,464) Net Intangible Assets $ 447,661 $ 489,946 |
Schedule of amortization | Amortization of intangibles for each of the next five years is: 2022 $169,142 2023 157,501 2024 116,115 2025 932 2026 932 |
4. Related Party Transactions (
4. Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of related party advance and note payable | The following tables reflect the related party advance and note payable balances. Advances from related parties Notes payable to related parties Accrued interest - related parties March 31, 2021 David Tobias, CEO & Director $ - $ 964,878 $ 132,201 New Compendium, Affiliate - 152,500 21,969 Keith Hyatt, Affiliate (GKMP) 46,682 - - Jason Washington, Affiliate (GKMP) 20,376 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 4,055 Other Affiliates - 4,000 650 Totals $ 67,058 $ 1,181,520 $ 158,875 Advances from related parties Notes payable to related parties Accrued interest - related parties December 31, 2020 David Tobias, CEO & Director $ 944,378 $ 120,293 New Compendium, Affiliate - 152,500 20,063 Keith Hyatt, Affiliate (GKMP) 13,100 - - Jason Washington, Affiliate (GKMP) 5,700 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 3,068 Other Affiliates - 4,000 600 Totals $ 18,800 $ 1,161,020 $ 144,024 |
6. Stockholders' Equity (Tables
6. Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Related and non-related parties | During the three months ended March 31, 2021 and 2020, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated as follows: Three months ended March 31, 2021 Common Shares Preferred Shares Value Related party issuances David Tobias, Officer, Director - 73,530 $ 37,500 Brad Herr, Officer, Director 122,550 - 62,500 Robert Tankson, Director 54,203 - 28,482 Cathy Carroll, Director 73,530 - 37,500 Trevor Reed, Director 12,255 - 6,250 Keith Hyatt, President GKMP 35,404 - 18,056 Kyle Powers, CEO PrestoCorp 167,790 - 88,929 Total related party issuances 465,732 73,530 279,217 Non-related party issuances 413,270 - 210,769 Total shares for services 879,002 73,530 489,986 Issuance for cash 10,466 - 5,000 Preferred stock converted to common 167,966 (167,966) - Shares cancelled (55,556) - (20,000) Aggregate totals 1,001,878 (94,436) $ 474,986 Three months ended March 31, 2020 Common Shares Preferred Shares Value Related Party issuances David Tobias, Officer, Director - 89,286 $ 42,857 Brad E. Herr, CFO 131,964 - 63,342 Robert Tankson, Director 84,326 - 40,476 Cathy Carroll, Director 89,286 - 42,857 Trevor Reed, Director 14,881 - 7,142 Keith Hayatt, President GKMP 37,616 - 18,056 Kyle Powers, President PrestoCorp 92,593 - 44,444 Total related party issuances 450,666 89,286 259,174 Total unrelated party issuances 522,714 - 332,901 Total shares for services 973,380 89,286 592,075 Preferred stock converted to common 80,337 (80,337) - Acquisition of GKMP assets, see Note 7 100,000 - 109,000 Shares issued for stock payable 963,238 223,214 640,685 Aggregate Totals 2,116,955 232,163 $ 1,341,760 |
8. Business Segments and Reve_2
8. Business Segments and Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Property and equipment | Property and equipment, net March 31, 2021 December 31, 2020 PrestoCorp $ 2,618 3,148 GKMP 180,239 193,616 Other 2,038 2,356 Total $ 184,895 $ 199,120 Capital expenditures Three months ended Three months ended March 31, 2021 March 31, 2020 PrestoCorp $ - $ 2,660 GKMP - 9,207 Total $ - $ 11,867 |
Schedule of Financial information | Financial information for each operating segment is as follows: Three months ended Three months ended March 31, 2021 March 31, 2020 PrestoCorp Revenue $ 482,350 $ 478,231 Cost of revenue 183,503 183,874 Gross profit 298,847 294,357 Depreciation and amortization $ 530 $ - GKMP Revenue 74,973 15,830 Cost of revenue 81,511 3,461 Gross profit (loss) (6,538) 12,369 Depreciation and amortization $ 13,378 $ - OTHER Revenue - 79 Depreciation and amortization $ 42,603 $ 51,635 Total Revenue 557,323 494,140 Cost of revenue 265,014 187,335 Gross profit $ 292,309 $ 306,805 Depreciation and amortization $ 56,511 $ 51,635 |
Schedule of Revenues | Revenues from major customers by operating segments are as follows: Three months ended Three months ended Customer Concentrations March 31, 2021 March 31, 2020 PrestoCorp Total PrestoCorp concentrations $ - $ - % of PrestoCorp revenues 0% 0% GKMP Customer A - 11,950 Customer B - 3,000 Customer C 35,503 - Customer D 6,962 - Total GKMP conentrations 42,465 14,950 % of GKMP revenues 57% 94% |
9. Commitments and Contingenc_2
9. Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments over the remaining term are as follows: From April 1, 2021 to March 31, 2022 $ 31,473 From April 1, 2022 to March 31, 2023 14,473 From April 1, 2023 to March 31, 2024 4,095 Total 50,041 Less imputed interest (6,245) Net lease liability 43,796 Current portion (35,672) Long term $ 8,124 |
1. Organization and Summary o_3
1. Organization and Summary of Significant Accounting Policies: Nature of Business (Details) | Mar. 31, 2021 |
PrestoCorp | |
Equity Method Investment, Ownership Percentage | 51.00% |
GK Manufacturing Inc | |
Equity Method Investment, Ownership Percentage | 50.10% |
1. Organization and Summary o_4
1. Organization and Summary of Significant Accounting Policies: Principles of Consolidation (Details) | Mar. 31, 2021 |
Ibudtender Inc | |
Equity Method Investment, Ownership Percentage | 50.10% |
PrestoCorp | |
Equity Method Investment, Ownership Percentage | 51.00% |
GK Manufacturing Inc | |
Equity Method Investment, Ownership Percentage | 51.00% |
1. Organization and Summary o_5
1. Organization and Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Organization And Summary Of Significant Accounting Policies Going Concern | ||
Accumulated deficit | $ (77,448,329) | $ (77,028,339) |
1. Organization and Summary o_6
1. Organization and Summary of Significant Accounting Policies: Inventories (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Text Block [Abstract] | ||
Inventories | $ 29,435 | $ 56,485 |
1. Organization and Summary o_7
1. Organization and Summary of Significant Accounting Policies: Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 125,000 | 49,900 |
Convertible Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 995,692 | 1,254,012 |
1. Organization and Summary o_8
1. Organization and Summary of Significant Accounting Policies: Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived intangible assets | $ 0 | $ 0 |
Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
2. Property and Equipment (Deta
2. Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 14,226 | $ 317 |
2. Property and Equipment_ Sche
2. Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 242,944 | $ 242,944 |
Less: accumulated depreciation | (58,049) | (43,824) |
Property and Equipment, Net | 184,895 | 199,120 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 225,629 | 225,629 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 17,315 | $ 17,315 |
3. Intangibles and Goodwill (De
3. Intangibles and Goodwill (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Amortization of Intangible Assets | $ 42,285 | $ 51,318 | |
Goodwill | 1,837,202 | $ 1,837,202 | |
PrestoCorp | |||
Impairment of goodwill | 3,010,202 | ||
Cumulative impairment of goodwill | $ 1,173,000 | ||
Minimum | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum | |||
Finite-Lived Intangible Asset, Useful Life | 10 years |
3. Intangibles and Goodwill _ S
3. Intangibles and Goodwill : Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Gross | $ 1,535,410 | $ 1,535,410 |
Less: Accumulated Amortization | (1,087,749) | (1,045,464) |
Finite-Lived Intangible Assets, Net | 447,661 | 489,946 |
Cannabis Sativa | Internet Domain Names | ||
Finite-Lived Intangible Assets, Gross | 13,999 | 13,999 |
PrestoCorp | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 240,000 | 240,000 |
KPAL | Patents And Trademarks | ||
Finite-Lived Intangible Assets, Gross | $ 1,281,411 | $ 1,281,411 |
3. Intangibles and Goodwill __2
3. Intangibles and Goodwill : Schedule of Amortization (Details) | Mar. 31, 2021USD ($) |
Disclosure Text Block [Abstract] | |
2022 | $ 169,142 |
2023 | 157,501 |
2024 | 116,115 |
2025 | 932 |
2026 | $ 932 |
4. Related Party Transactions_2
4. Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Interest Expense | $ 8,337 | $ 13,552 | |
Notes payable from related parties | 20,500 | 65,500 | |
Advances from and payables to related parties | 48,258 | 0 | |
GKMP | |||
Principal Amount | 67,058 | ||
Consultant | |||
Other General and Administrative Expense | $ 28,000 | $ 45,000 | |
Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Ibudtender Inc | |||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||
Note Payable | $ 10,142 | $ 10,142 |
4. Related Party Transactions _
4. Related Party Transactions : Schedule of Related Party Advance (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Advances | $ 67,058 | $ 18,800 |
Notes Payable to Related Parties | 1,181,520 | 1,161,020 |
Accrued interest - related parties | 158,875 | 144,024 |
David Tobias | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 964,878 | 944,378 |
Accrued interest - related parties | 132,201 | 120,293 |
New Compendium, Affiliate | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 152,500 | 152,500 |
Accrued interest - related parties | 21,969 | 20,063 |
Keith Hyatt, Affiliate | ||
Related Party Advances | 46,682 | 13,100 |
Notes Payable to Related Parties | 0 | 0 |
Accrued interest - related parties | 0 | 0 |
Jason Washington, Affiliate | ||
Related Party Advances | 20,376 | 5,700 |
Notes Payable to Related Parties | 0 | 0 |
Accrued interest - related parties | 0 | 0 |
Chris Cope, Affilitate | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 10,142 | 10,142 |
Accrued interest - related parties | 0 | 0 |
Cathy Carroll, Director | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 50,000 | 50,000 |
Accrued interest - related parties | 4,055 | 3,068 |
Other Affiliates | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 4,000 | 4,000 |
Accrued interest - related parties | $ 650 | $ 600 |
5. Investments (Details)
5. Investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Issued During Period, Shares, Purchase of Assets | 10,000,000 | |
Unrealized loss on investment | $ 151,000 | $ 19,000 |
REFG | ||
Fair value of investment | $ 346,000 |
6. Stockholders' Equity (Detail
6. Stockholders' Equity (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Text Block [Abstract] | ||
Conversion of stock, shares issued | 167,966 | 80,337 |
6. Stockholders' Equity (Relate
6. Stockholders' Equity (Related and non-related parties) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock issued for services, Value | $ 489,986 | $ 592,075 |
David Tobias | ||
Stock issued for services, Value | 37,500 | 42,857 |
Brad Herr | ||
Stock issued for services, Value | 62,500 | 63,342 |
Robert Tankson | ||
Stock issued for services, Value | 28,482 | 40,476 |
Cathy Carroll | ||
Stock issued for services, Value | 37,500 | 42,857 |
Trevor Reed | ||
Stock issued for services, Value | 6,250 | 7,142 |
Keith Hyatt | ||
Stock issued for services, Value | 18,056 | |
Kyle Powers | ||
Stock issued for services, Value | 88,929 | 44,444 |
Related Parties | ||
Stock issued for services, Value | 279,217 | 259,174 |
Unrelated Parties | ||
Stock issued for services, Value | 210,769 | 332,901 |
Cash | ||
Other Activity, value | 5,000 | |
Preferred stock converted to common | ||
Other Activity, value | 0 | 109,000 |
Shares cancelled | ||
Other Activity, value | (20,000) | |
Aggregate Totals | ||
Total stock issued, value | $ 474,986 | 1,341,760 |
Keith Hayatt | ||
Stock issued for services, Value | 18,056 | |
Acquisition of GKMP assets | ||
Other Activity, value | 0 | |
Shares issued for stock payable | ||
Other Activity, value | $ 640,685 | |
Common Stock | ||
Stock issued for services, shares | 879,002 | 973,380 |
Stock issued for services, Value | $ 880 | $ 973 |
Common Stock | David Tobias | ||
Stock issued for services, shares | 0 | 0 |
Common Stock | Brad Herr | ||
Stock issued for services, shares | 122,550 | 131,964 |
Common Stock | Robert Tankson | ||
Stock issued for services, shares | 54,203 | 84,326 |
Common Stock | Cathy Carroll | ||
Stock issued for services, shares | 73,530 | 89,286 |
Common Stock | Trevor Reed | ||
Stock issued for services, shares | 12,255 | 14,881 |
Common Stock | Keith Hyatt | ||
Stock issued for services, shares | 35,404 | |
Common Stock | Kyle Powers | ||
Stock issued for services, shares | 167,790 | 92,593 |
Common Stock | Related Parties | ||
Stock issued for services, shares | 465,732 | 450,666 |
Common Stock | Unrelated Parties | ||
Stock issued for services, shares | 413,270 | 522,714 |
Common Stock | Cash | ||
Other Activity, shares | 10,466 | |
Common Stock | Preferred stock converted to common | ||
Other Activity, shares | (167,966) | 80,337 |
Common Stock | Shares cancelled | ||
Other Activity, shares | (55,556) | |
Common Stock | Aggregate Totals | ||
Other Activity, value | $ 2,116,955 | |
Total stock issued, shares | 1,001,878 | |
Common Stock | Keith Hayatt | ||
Stock issued for services, shares | 37,616 | |
Common Stock | Acquisition of GKMP assets | ||
Other Activity, shares | 100,000 | |
Common Stock | Shares issued for stock payable | ||
Other Activity, shares | 963,238 | |
Preferred Stock | ||
Stock issued for services, shares | 73,530 | 89,286 |
Stock issued for services, Value | $ 73 | $ 89 |
Preferred Stock | David Tobias | ||
Stock issued for services, shares | 73,530 | 89,286 |
Preferred Stock | Brad Herr | ||
Stock issued for services, shares | 0 | 0 |
Preferred Stock | Robert Tankson | ||
Stock issued for services, shares | 0 | 0 |
Preferred Stock | Cathy Carroll | ||
Stock issued for services, shares | 0 | 0 |
Preferred Stock | Trevor Reed | ||
Stock issued for services, shares | 0 | 0 |
Preferred Stock | Keith Hyatt | ||
Stock issued for services, shares | 0 | |
Preferred Stock | Kyle Powers | ||
Stock issued for services, shares | 0 | |
Preferred Stock | Related Parties | ||
Stock issued for services, shares | 73,530 | 89,286 |
Preferred Stock | Unrelated Parties | ||
Stock issued for services, shares | 0 | 0 |
Preferred Stock | Cash | ||
Other Activity, shares | 0 | |
Preferred Stock | Preferred stock converted to common | ||
Other Activity, shares | 167,966 | 80,337 |
Preferred Stock | Shares cancelled | ||
Other Activity, shares | 0 | |
Preferred Stock | Aggregate Totals | ||
Total stock issued, shares | (94,436) | 232,163 |
Preferred Stock | Keith Hayatt | ||
Stock issued for services, shares | 0 | |
Preferred Stock | Shares issued for stock payable | ||
Other Activity, shares | 223,214 | |
Preferred Stock | Kyle Power | ||
Stock issued for services, shares | 0 | |
Preferred Stock | Acquisition of GKMP | ||
Other Activity, shares | 0 |
7. Acquisition of GK Manufact_2
7. Acquisition of GK Manufacturing and Packaging, Inc. (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shares issued, value | $ 5,000 | |
Salary and wages | $ 208,462 | $ 184,909 |
Contingent consideration arrangements, description | If GKMP net revenues exceed $3,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $1,000,000 in consideration would be due to the key individuals. If GKMP net revenues exceed $6,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $500,000 in consideration would be due to the key individuals ($1,500,000 in the aggregate). | |
Employment Agreements | ||
Salary and wages | $ 65,000 | |
Sales and Marketing | $ 50,000 | |
GK Manufacturing and Packaging, Inc | ||
Shares issued, shares | 100,000 | |
Shares issued, value | $ 109,000 | |
Business acquisition, interest rate | 51.00% | |
Working capital | $ 500,000 |
8. Business Segments and Reve_3
8. Business Segments and Revenues : Property and equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property and Equipment, Net | $ 184,895 | $ 199,120 | |
Capital expenditures | 0 | $ 11,867 | |
PrestoCorp | |||
Property and Equipment, Net | 2,618 | 3,148 | |
Capital expenditures | 0 | 2,660 | |
GKMP | |||
Property and Equipment, Net | 180,239 | 193,616 | |
Capital expenditures | 0 | $ 9,207 | |
Other | |||
Property and Equipment, Net | $ 2,038 | $ 2,356 |
8. Business Segments and Reve_4
8. Business Segments and Revenues : Operating segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 557,323 | $ 493,140 |
Cost of revenue | 265,014 | 187,335 |
Gross profit | 292,309 | 305,805 |
Depreciation and amortization | 56,511 | 51,635 |
PrestoCorp | ||
Revenue | 482,350 | 478,231 |
Cost of revenue | 183,503 | 183,874 |
Gross profit | 298,847 | 294,357 |
Depreciation and amortization | 530 | 0 |
GKMP | ||
Revenue | 74,973 | 15,830 |
Cost of revenue | 81,511 | 3,461 |
Gross profit | (6,538) | 12,369 |
Depreciation and amortization | 13,378 | 0 |
Other | ||
Revenue | 0 | 79 |
Depreciation and amortization | $ 42,603 | $ 51,635 |
8. Business Segments and Reve_5
8. Business Segments and Revenues : Customer Concentrations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
PrestoCorp | ||
Concentration of revenue, amount | $ 0 | $ 0 |
Concentration of revenue, percentage | 0.00% | 0.00% |
GKMP | ||
Concentration of revenue, amount | $ 42,465 | $ 14,950 |
Concentration of revenue, percentage | 57.00% | 94.00% |
GKMP | Customer A | ||
Concentration of revenue, amount | $ 0 | $ 11,950 |
GKMP | Customer B | ||
Concentration of revenue, amount | 0 | 3,000 |
GKMP | Customer C | ||
Concentration of revenue, amount | 35,503 | 0 |
GKMP | Customer D | ||
Concentration of revenue, amount | $ 6,962 | $ 0 |
9. Commitments and Contingenc_3
9. Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Operating lease liability | $ 43,796 | ||
Right of use asset | $ 43,796 | $ 47,312 | |
Shares in Escrow | Company has 209,738 and 419,475, respectively, shares of common stock in escrow as part of the acquisition of PrestoCorp. These shares are issuable in certain circumstances to the principals of PrestoCorp based on performance of the PrestoCorp business. The escrowed shares are not counted in the outstanding stock of the Company and will be considered compensation to the principals if and when issued. The escrow account originally contained 629,213 shares of common stock but 209,738 shares were cancelled in 2018 when the performance requirements related to those shares were not met. Another 209,738 shares were released to the principals in January 2021 upon satisfaction of performance requirements for which compensation expense of $111,161 was recognized during the three month period ended March 31, 2021. The escrow account includes 500 shares of PrestoCorp common stock which is distributable either back to the principals of PrestoCorp or to the Company depending on certain minimum performance requirements which extend into 2021. If all of the PrestoCorp shares are ultimately distributed to the Company, the shares would have the effect of increasing the Company’s ownership of PrestoCorp to 61% from the current level of 51%. | ||
PrestoCorp | |||
Operating Leases, Rent Expense | $ 4,888 | $ 7,322 | |
Equity Method Investment, Ownership Percentage | 51.00% | ||
PrestoCorp | New York office Facilities | |||
Debt Instrument, Periodic Payment | $ 2,444 | ||
GKMP | |||
Operating Leases, Rent Expense | 67,119 | 24,740 | |
Lease expense | $ 6,872 | $ 0 | |
GKMP | Printer | |||
Lease term | 30 months | ||
Deposit | $ 1,250 | ||
GKMP | Bottle Filling Line | |||
Lease term | 15 months | ||
Deposit | $ 8,000 |
9. Commitments and Contingenc_4
9. Commitments and Contingencies: Future minimum lease payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Text Block [Abstract] | ||
From April 1, 2021 to March 31, 2022 | $ 31,473 | |
From April 1, 2022 to March 31, 2023 | 14,473 | |
From January 1, 2022 to December 31, 2024 | 4,095 | |
Total | 50,041 | |
Less: imputed interest | (6,245) | |
Net lease liability | 43,796 | |
Current portion | (35,672) | $ (31,891) |
Long term | $ 8,124 | $ 15,421 |