Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | CANNABIS SATIVA, INC. | ||
Entity Central Index Key | 0001360442 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 30,746,867 | ||
Entity Public Float | $ 10,803,000 | ||
Document Annual Report | true | ||
Entity File Number | 000-53571 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-1898270 | ||
Entity Interactive Data Current | Yes | ||
Entity Address Address Line 1 | 450 Hillside Dr., #A224 | ||
Entity Address City Or Town | Mesquite | ||
Entity Address State Or Province | NV | ||
Entity Address Postal Zip Code | 89024 | ||
Document Transition Report | false | ||
Auditor Name | Assure CPA, LLC. | ||
Auditor Location | Spokane, Washington | ||
Auditor Firm Id | 444 | ||
City Area Code | 702 | ||
Local Phone Number | 763-3123 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 194,060 | $ 322,107 |
Inventories | 0 | 56,485 |
Investment in equity securities, at fair value | 208,540 | 195,000 |
Other current assets | 0 | 57,694 |
Total Current Assets | 402,600 | 631,286 |
Other Assets | ||
Property and equipment, net | 1,974 | 199,120 |
Intangible assets, net | 320,806 | 489,946 |
Deposits and other assets | 0 | 9,250 |
Right to use asset | 0 | 47,312 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 2,562,582 | 3,214,116 |
Current Liabilities | ||
Accounts payable and accrued expenses | 95,031 | 179,200 |
Accrued interest - related parties | 204,613 | 144,024 |
Advances from related parties | 0 | 18,800 |
Notes payable to related parties | 1,218,038 | 1,161,020 |
Customer deposits | 0 | 25,545 |
Operating lease liability - current | 0 | 31,891 |
Total Current Liabilities | 1,517,682 | 1,560,480 |
Long-Term Liabilities | ||
Operating lease liability - long term | 0 | 15,421 |
Total Liabilities | 1,517,682 | 1,575,901 |
Stockholders' Equity (Deficit): | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; 777,654 and 1,090,128 issued and outstanding, respectively | 778 | 1,090 |
Common stock $0.001 par value; 45,000,000 shares authorized; 30,746,865 and 27,453,178 shares issued and outstanding, respectively | 30,748 | 27,455 |
Additional paid-in capital | 79,151,240 | 77,660,014 |
Accumulated deficit | (79,475,968) | (77,028,339) |
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit) | (293,202) | 660,220 |
Non-Controlling Interests | 1,338,102 | 977,995 |
Total Stockholders' Equity | 1,044,900 | 1,638,215 |
Total Liabilities and Stockholders' Equity | $ 2,562,582 | $ 3,214,116 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
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 | 777,654 | 1,090,128 |
Preferred Stock, Shares Outstanding | 777,654 | 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 | 30,746,865 | 27,453,178 |
Common Stock, Shares, Outstanding | 30,746,865 | 27,453,178 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 1,841,558 | $ 1,940,731 |
Cost of Revenues | 699,378 | 740,645 |
Gross Profit | 1,142,180 | 1,200,086 |
Operating Expenses | ||
Professional fees | 581,660 | 750,030 |
Depreciation and amortization | 171,163 | 207,866 |
Wages and salaries | 711,872 | 596,262 |
Advertising | 344,904 | 467,918 |
General and administrative | 1,078,204 | 971,598 |
Total Operating Expenses | 2,887,803 | 2,993,674 |
Loss from Operations | (1,745,623) | (1,793,588) |
Other Income (Expenses) | ||
Gain (loss) on investment in equity securities | (542,442) | 147,000 |
Gain on forgiveness of CAREs Act Loan | 5,000 | 0 |
Interest expense - related parties | (66,872) | (60,356) |
Total Other Income (Expenses), Net | (604,314) | 86,644 |
Net Loss Before Income Taxes | (2,349,937) | (1,706,944) |
Income Taxes | 0 | 0 |
Net Loss from Continuing Operations | (2,349,937) | (1,706,944) |
Net Income (Loss) from Discontinued Operations | ||
Operating loss on discontinued operations | (234,205) | (751,600) |
Gain on sale of subsidiaries | 164,736 | 0 |
Net Income (Loss) from Discontinued Operations | (69,469) | (751,600) |
Net Loss | (2,419,406) | (2,458,544) |
Loss attributable to non-controlling interest - GK Manufacturing | (114,467) | (367,792) |
Loss attributable to non-controlling interest - iBudTender | (1,614) | (3,878) |
Income attributable to non-controlling interest - PrestoCorp | 144,304 | 86,318 |
Net Loss Attributable To Cannabis Sativa, Inc. | $ (2,447,629) | $ (2,173,192) |
Net Loss per Common Share: Basic and diluted | ||
From continuing operations | $ (0.08) | $ (0.06) |
From discontinued operations | 0 | (0.03) |
Total | $ (0.08) | $ (0.09) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | 29,283,393 | 25,408,676 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non Controlling Interest Prestocorp | Non Controlling Interest iBud Tender | Non Controlling Interest GK Manufacturing |
Balance, shares at Jan. 01, 2020 | 1,021,849 | 22,224,199 | ||||||
Balance, amount at Jan. 01, 2020 | $ 1,160,754 | $ 1,021 | $ 22,226 | $ 74,834,032 | $ (74,855,147) | $ 1,107,480 | $ 51,142 | $ 0 |
Conversion of Preferred to Common, shares | (503,681) | 503,681 | ||||||
Conversion of Preferred to Common, amount | 0 | $ (504) | $ 504 | 0 | 0 | 0 | 0 | 0 |
Acquisition of GK Manufacturing, shares | 100,000 | |||||||
Acquisition of GK Manufacturing, amount | 213,725 | 0 | $ 100 | 108,900 | 0 | 0 | 0 | 104,725 |
Cash proceeds from sale of stock and warrants, shares | 50,000 | |||||||
Cash proceeds from sale of stock and warrants, amount | 25,000 | $ 0 | $ 50 | 24,950 | 0 | 0 | 0 | 0 |
Shares issued for services, shares | 348,746 | 3,612,060 | ||||||
Shares issued for services, amount | 2,056,595 | $ 350 | $ 3,612 | 2,052,633 | 0 | 0 | 0 | 0 |
Shares issued for stock payable, shares | 223,214 | 963,238 | ||||||
Shares issued for stock payable, amount | 640,685 | $ 223 | $ 963 | 639,499 | 0 | 0 | 0 | 0 |
Net income (loss) for the year | (2,458,544) | $ 0 | $ 0 | 0 | (2,173,192) | 86,318 | (3,878) | (367,792) |
Balance, shares at Dec. 31, 2020 | 1,090,128 | 27,453,178 | ||||||
Balance, amount at Dec. 31, 2020 | 1,638,215 | $ 1,090 | $ 27,455 | 77,660,014 | (77,028,339) | 1,193,798 | 47,264 | (263,067) |
Net income (loss) for the year | (2,419,406) | |||||||
Balance, shares at Dec. 31, 2021 | 777,654 | 30,746,865 | ||||||
Balance, amount at Dec. 31, 2021 | 1,044,900 | $ 778 | $ 30,748 | 79,151,240 | (79,475,968) | 1,338,102 | 0 | 0 |
Balance, shares at Jan. 01, 2021 | 1,090,128 | 27,453,178 | ||||||
Balance, amount at Jan. 01, 2021 | 1,638,215 | $ 1,090 | $ 27,455 | 77,660,014 | (77,028,339) | 1,193,798 | 47,264 | (263,067) |
Conversion of Preferred to Common, shares | (622,645) | 622,645 | ||||||
Conversion of Preferred to Common, amount | 0 | $ (622) | $ 622 | 0 | 0 | 0 | 0 | 0 |
Cash proceeds from sale of stock and warrants, shares | 10,466 | |||||||
Cash proceeds from sale of stock and warrants, amount | 5,000 | $ 0 | $ 11 | 4,989 | 0 | 0 | 0 | 0 |
Shares issued for services, shares | 310,171 | 2,716,132 | ||||||
Shares issued for services, amount | 1,509,207 | $ 310 | $ 2,716 | 1,506,181 | 0 | 0 | 0 | 0 |
Net income (loss) for the year | (2,419,406) | 0 | $ 0 | 0 | (2,447,629) | 144,304 | (1,614) | (114,467) |
Cancellation of shares issued for services, shares | (55,556) | |||||||
Cancellation of shares issued for services, amount | (20,000) | 0 | $ (56) | (19,944) | 0 | 0 | 0 | 0 |
Sale of non-controlling interests | 331,884 | $ 0 | $ 0 | 0 | 0 | 0 | (45,650) | 377,534 |
Balance, shares at Dec. 31, 2021 | 777,654 | 30,746,865 | ||||||
Balance, amount at Dec. 31, 2021 | $ 1,044,900 | $ 778 | $ 30,748 | $ 79,151,240 | $ (79,475,968) | $ 1,338,102 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,419,406) | $ (2,458,544) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
(Gain) loss on investment in equity securities | 542,442 | (147,000) |
Gain on sale of subsidiaries | (164,736) | 0 |
Depreciation and amortization | 188,114 | 235,624 |
Gain on forgiveness of CARES Act Loan | (5,000) | 0 |
Shares issued for services | 1,489,207 | 2,056,595 |
Note payable issued for services | 25,000 | 0 |
Changes in Assets and Liabilities: | ||
Inventories | 27,499 | (8,498) |
Other current assets | (11,380) | (49,144) |
Deposits and other assets | 0 | 8,000 |
Accounts payable and accrued expenses | 20,344 | 105,621 |
Accrued interest - related parties | 60,589 | 56,045 |
Customer deposits | 1,341 | 25,545 |
Net Cash Used in Operating Activities | $ (245,986) | $ (191,756) |
Cash Flows from Investing Activities: | ||
Cash transferred on sale of subsidiaries | (21,321) | 0 |
Proceeds from sale of equity securities | $ 44,017 | $ 0 |
Purchase of property and equipment | 0 | (58,544) |
Advance to GK settled with asset acquisition | 0 | 50,000 |
Net Cash Provided by (Used in) Investing Activities | 22,696 | (8,544) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock and warrants | 5,000 | 25,000 |
Proceeds from advances from related parties, net | 48,083 | 18,800 |
Proceeds from related parties notes payable | 42,160 | 142,500 |
Net Cash Provided by Financing Activities | 95,243 | 186,300 |
NET CHANGE IN CASH | (128,047) | (14,000) |
CASH AT BEGINNING OF YEAR | 322,107 | 336,107 |
CASH AT END OF YEAR | 194,060 | 322,107 |
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 | 61,367 |
Advances from related parties exchanged for notes payable related parties | 0 | 1,008,378 |
Investment in equity securities received in exchange for sale of controlling interest in subsidiaries controlling interest in subsidiaries | $ 600,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
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. (“iBud”) – through April 2021 · 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”)- through April 2021 · Eden Holdings LLC (“Eden”). PrestoCorp is a 51% owned subsidiary and until April 22, 2021, GKMP and iBud were 51% and 50.1% owned subsidiaries. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At December 31, 2021, PrestoCorp is the sole operating subsidiary. Until sale of the Company’s interest in April 2021, GKMP and iBud tender were operating subsidiaries although iBud was not generating any revenue. Our primary operations for the years ended December 31, 2021 and 2020 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is 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. Principles of Consolidation: The consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. On April 22, 2021, we sold our interests in two companies in which the Company had majority control, iBud and GKMP. These consolidated financial statements include operations of iBud and GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation. Non-controlling Interests: Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. Going Concern: The Company has an accumulated deficit of $79,475,968 and negative working capital of $1,115,082 at December 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: Inventories: As of December 31, 2021 and 2020, the Company had $-0- and $56,485, respectively, in inventory relating to GKMP which consisted of the raw materials and packaging used to manufacture cannabidiol (“CBD”) infused products for our customers. Property and Equipment: Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Fair Value of Financial Instruments: Cash: Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents. Net Loss per Share: Investments: Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in earnings. The Company may elect to account for certain equity method investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earning. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings. Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, are consolidated and other investor interests are presented as non-controlling. Revenue Recognition: In the years ending December 31, 2021 and 2020, the Company operated two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The contract manufacturing business was sold on April 22, 2021, and the Company now operates only the telehealth division. 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 recognized revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provided inventory for the manufacturing process and GKMP provided labor, supplies and manufacturing operations to mix and package the products. Revenues were recognized when the manufacturing and packaging process were completed, and the goods were shipped to the customer. In other instances, the Company acquired inventory and manufactured products for customers and/or to be held 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 was recognized when the product was shipped to the customer or distributor. Shipment terms were FOB origination. The Company sold its interest in GKMP during 2021 and no longer recognizes revenue from the contract manufacturing division. 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. We do not have any indefinite-lived intangible assets recorded from acquisitions. 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. The fair value of the reporting unit is evaluated on qualitative factors to determine if the reported value may be impaired. 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. An impairment charge is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. Advertising Expense: Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations. Stock-Based Compensation: Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Forfeitures are recognized upon occurrence. Income Taxes: The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. Leases: The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-to-use (“RTU”) asset and lease liability on the consolidated balance sheets. RTU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease RTU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RTU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize RTU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. Fair Value Measurements: When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Contingencies: In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Recent Accounting Pronouncement: Accounting Standards Updates Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
2. Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following at December 31, 2021 and 2020: 2021 2020 Furniture and Equipment $ 15,052 $ 225,629 Leasehold Improvements 2,500 17,315 Total Property and Equipment 17,552 242,944 Less: Accumulated Depreciation (15,578 ) (43,824 ) Net Property and Equipment $ 1,974 $ 199,120 Depreciation expense for the years ended December 31, 2021 and 2020 was $18,972 and $30,352, respectively. |
Intangibles and Goodwill
Intangibles and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangibles and Goodwill | |
3. Intangibles and Goodwill | 3. Intangibles and Goodwill The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at December 31, 2021 and 2020: 2021 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 (1,214,604 ) (1,045,464 ) Net Intangible Assets $ 320,806 $ 489,946 Amortization expense for the years ended December 31, 2021 and 2020 was $169,140, and $205,272, respectively. Amortization of intangibles through 2026 is: 2022 $ 161,865 2023 151,686 2024 3,051 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 December 31, 2021 and 2020. The balance of goodwill at December 31, 2021 and 2020 was $1,837,202. There were no additions, deletions, and impairments recognized in the years ended December 31, 2021 and 2020. The Company considered the impact of COVID-19 on intangible assets at December 31, 2021 and 2020 and concluded that impairment analysis is not necessary. |
Sale of Majority Owned Subsidia
Sale of Majority Owned Subsidiaries and Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | |
4. Sale of Majority Owned Subsidiaries and Discontinued Operations | 4. Sale of Majority Owned Subsidiaries and Discontinued Operations On April 22, 2021, the Company sold its majority interests in GKMP (51%) and iBud (50.1%) to THC Farmaceuticals, Inc. (“CBDG”). In consideration of the transaction, the Company received 1,500,000 shares of CBDG common stock and 1,500,000 shares of CBDG preferred stock. The Company’s Chief Executive Officer and Chairman of the Board, David Tobias is a Director of CBDG. Shares of CBDG common stock are traded on the OTC Pink Sheets Market. The sale of the Company’s majority interests was undertaken to allow the Company to focus on its other operating subsidiary, PrestoCorp, to focus on capital formation for expansion of PrestoCorp, and to pursue other opportunities. At the time of the sale, iBud was inactive and GKMP had not yet achieved positive cash flow from operations. On the closing date of the sale, CBDG common shares closed at $0.20 per share, for a fair value of $300,000. The CBDG preferred stock received is convertible into CBDG common stock on a one for one basis and has no other rights or preferences that distinguish it from the common stock and are convertible at any time by the Company. Management determined that the shares of preferred stock received are equivalent to CBDG’s common stock and valued the preferred shares at the same rate. In the aggregate, the total shares of CBDG stock received were valued at $600,000 on the date of the sale. The Company recognized a gain on sale of subsidiaries of $164,736 which represented the value of the consideration received consisting of the value of CBDG’s shares plus the carrying value of the subsidiaries’ non-controlling interest reduced by the net asset of each subsidiary: Consideration received: Common stock of CBDG, fair value $ 300,000 Preferred stock of CBDG, fair value 300,000 Total consideration 600,000 Non-controlling interests (331,884 ) Net assets of subsidiaries on date of disposition: GKMP 112,350 iBud (8,970 ) Net assets 103,380 Gain on sale of subsidiaries $ 164,736 As a result of the sale, the Company has discontinued its operations for both subsidiaries. Summaries of the discontinued operations of GKMP and iBud for the period January 1, 2021 to April 22, 2021 (date of disposition) and the year ended December 31, 2020 are provided below. Period Year Ended Ended DISCONTINUED OPERATIONS OF GKMP January 1 to April 22, 2021 December 31, 2020 REVENUE $ 75,866 $ 94,552 Cost of revenues 91,316 152,837 Gross profit (15,450 ) (58,285 ) OPERATING EXPENSES Depreciation and amortization 5,526 8,898 Wages and salaries 106,224 213,765 Advertising 1,693 36,056 General and administrative 104,177 433,592 Total operating expenses 217,620 692,311 NET LOSS FROM OPERATIONS (233,070 ) (750,596 ) DISCONTINUED OPERATIONS OF IBUD REVENUE $ - $ - OPERATING EXPENSES Depreciation and amortization 1,135 1,004 Total operating expenses 1,135 1,004 NET LOSS FROM OPERATIONS (1,135 ) (1,004 ) Aggregate net loss from discontinued operations (234,205 ) (751,600 ) Gain on sale of discontinued operations 164,736 - NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS (69,469 ) (751,600 ) GKMP and iBud generated losses from operations during the periods they were operated by the Company. The sale of our interests in GKMP and iBud will now allow management to devote more resources to PrestoCorp. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
5. Related Party Transactions | 5. Related Party Transactions In addition to items disclosed in Notes 4 and 7, the Company had additional related party transactions during 2021 and 2020. The Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company 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. In 2020, the Company converted all of the outstanding advances 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. During the year ended December 31, 2021, David Tobias loaned $42,160 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2021. In the year ended December 31, 2021, the Company and Cathy Carroll, director, entered into a note payable for $25,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2021. The notes payable to Mr. Tobias and Ms. Carroll were extended and are now due December 31, 2022. During the years ended December 31, 2021 and 2020, the Company recorded interest expense related to these notes payable at the rates between 5% and 8% per annum in the amounts of $66,872 and $60,356, respectively. In 2021, the Company received short-term advances from the principals of GKMP in the amounts of $48,083 bringing the balance due to $67,058. These advances are not interest bearing. The advances were assumed by the acquirer of GKMP and are no longer an obligation of the Company. See Note 4. At December 31, 2020, the Company had a note payable to the founder of iBud of $10,142. This note was assumed by the acquirer of IBud and is no longer an obligation of the Company. See Note 4. The following tables reflect the related party advance and note payable balances. Notes payable to related parties Accrued interest -related parties December 31, 2021 David Tobias, CEO & Director $ 986,538 $ 169,057 New Compendium, greater than 10% Shareholder 152,500 27,688 Cathy Carroll, Director 75,000 7,068 Other Affiliates 4,000 800 Totals $ 1,218,038 $ 204,613 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, Affiliate (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 years ended December 31, 2021 and 2020, the Company incurred approximately $111,100 and $162,300, 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. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
6. Investments | 6. Investments At December 31, 2021 and 2020, the Company owns 8,238,769 shares and 10,000,000 shares, respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At December 31, 2021 and 2020, the fair value of the investment in REFG is $25,540 and $195,000, respectively. The Company recognized a gain (loss) on the change in fair value of ($134,235) and $147,000 during the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company sold 1,761,231 shares for proceeds of $44,017 and realized a gain of $8,793. No shares of REFG were sold in 2020. In 2021, the Company received 1,500,000 shares of common stock and 1,500,000 shares of preferred stock of THC Pharmaceuticals Inc. (ticker: CBDG). The CBDG shares were received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, 2021. On the date of sale, the shares were valued at fair value which was $0.20 per share or $600,000 in the aggregate. See Note 4. The Company’s Chief Executive Officer and Chairman of the Board, David Tobias is a Director of CBDG. The Company’s investment in CBDG represents 15% of CBDG’s voting shares on a fully diluted basis which, coupled with Mr. Tobias’ position as a director and his individual investment in CBDG, results in the Company having significant influence over CBDG. The Company elected to account for its investment in CBDG at fair value because the Company does not intend to hold the investment for a long period of time and the shares are readily marketable. The fair value of the Company’s investment at December 31, 2021 was $183,000 resulting in a loss of $417,000 for the change in fair value during the year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
7. Stockholders' Equity | 7. Stockholders’ Equity Securities Issuances Share Issuances Services Common Preferred Value Related Party issuances David Tobias, Officer, Director - 310,171 $ 150,000 Brad Herr, Officer, Director 516,949 - 250,000 Robert Tankson, Director 61,236 - 29,961 Cathy Carroll, Director 203,027 - 112,500 Trevor Reed, Director 51,696 - 25,000 Total related party issuances 832,908 310,171 $ 567,461 Non-related party issuances 1,883,224 - $ 941,746 Total shares for services 2,716,132 310,171 $ 1,509,207 Issuance for cash 10,466 5,000 Preferred stock converted to common 622,645 (622,645 ) - Shares cancelled (55,556 ) - $ (20,000 ) Aggregate totals 3,293,687 (312,474 ) $ 1,494,207 During the year ended December 31, 2021, the Company cancelled shares that had been returned after it was determined the shares have been erroneously issued to a vendor in 2020. Share Issuances Shares issued for stock payable Common Preferred Value Related party issuance 521,411 223,214 $ 431,201 Non-related party issuance 441,827 - 209,484 Total shares for stock payable 963,238 223,214 $ 640,685 Conversion of preferred stock 503,681 (503,681 ) $ - Services Related party issuances David Tobias, Officer, Director - 348,746 $ 175,964 Brad Herr, Officer, Director 498,878 - 250,201 Robert Tankson, Director 127,570 - 62,661 Cathy Carroll, Director 348,746 - 175,964 Trevor Reed, Director 58,125 - 29,328 Keith Hyatt, President GKMP 278,237 - 140,237 Kyle Powers, CEO PrestoCorp 92,593 - 44,444 Total related party issuances 1,404,149 348,746 878,799 Non-related Party issuances 2,207,911 - 1,177,794 Total shares for services 3,612,060 348,746 $ 2,056,593 Issuance for Cash 50,000 - $ 25,000 Issuance for acquisitions 100,000 - $ 109,000 Aggregate totals 5,228,979 68,279 $ 2,831,278 During the years ended December 31, 2021 and 2020, David Tobias, Chief Executive Officer and Director, converted 622,645 and 503,681 shares of preferred stock into an equal number of common stock in accordance with the terms of the preferred stock, respectively. In the year ended December 31, 2020, the Company acquired a 51% interest in GKMP. The consideration for the acquisition was 100,000 shares of common stock valued at $109,000 on the date of the acquisition. The Company subsequently divested its interest in GKMP. See Note 4. Stock Compensation Plans 2017 Stock Plan On July 28, 2017, the Company adopted the Cannabis Sativa 2017 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. The Company authorized up to 3,000,000 shares of common stock to be issued pursuant to the 2017 Stock Plan. At December 31, 2021, no shares were available for further issuance under this plan. 2020 Stock Plan On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By resolution dated September 25, 2020, the Company authorized up to 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan. This amount was subsequently increased to 2,000,000 shares on January 27, 2021. At December 31, 2021, 1,350,667 shares were available for future issuance. Warrants During the year ended December 31, 2020, 50,000 warrants were issued by the Company and 49,900 warrants expired. No warrants were issued or exercised in 2021 and no warrants were exercised during either year. At December 31, 2021, warrants expire as follows: Shares Exercise Price Expiration Date 125,000 $ 0.80 November 2022 50,000 $ 2.00 July and August 2023 175,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
8. Commitments and Contingencies | 8. 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 years ended December 31, 2021 and 2020 was $36,922 and $38,458, respectively. GKMP leased a facility in Anaheim California where its operations are based. The Anaheim lease included approximately 16,000 square feet of combined office, manufacturing, and warehouse space. Rent expense for the years ended December 31, 2021 and 2020 was $77,119 and $139,398, respectively. GKMP also leased a commercial printer and a bottle filling line, both of which are used in its manufacturing and packaging operations. For the years ended December 31, 2021 and 2020, the Company recognized $7,555 and $22,527, respectively, in lease expense on these two items. Lease expense is reported as cost of goods sold in the consolidated statements of operations. On April 22, 2021, the Company sold its majority interest in GKMP and these lease obligations were assumed by the acquirer of GKMP and are no longer an obligation of the Company. See Note 4. Litigation. Shares in Escrow. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
9. Income Taxes | 9. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2021 and 2020 due to ongoing net losses and a valuation allowance. At December 31, 2021 and 2020, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances. At December 31, 2021 and 2020, the Company had net deferred tax assets principally arising from net operating loss carryforward for income tax purposes and differences in the carrying values of goodwill and intangibles between the Company’s financial statements and its income tax returns. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset exists at December 31, 2021 and 2020. The components of the Company’s net deferred tax assets at December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax asset: Net operating loss carryforwards $ 3,812,000 $ 3,424,000 Intangibles and goodwill 1,034,000 998,000 Investments 82,000 5,000 Other 45,000 28,000 Total deferred tax assets 4,973,000 4,455,000 Valuation allowance (4,973,000 ) (4,455,000 ) Net deferred tax assets $ - $ - At December 31, 2021 the Company had net operating loss carry forwards of approximately $18,200,000 for federal and state purposes, $10,000,000 of which expire between 2022 through 2039. The remaining balance of $8,200,000 will never expire but utilization is limited to 80% of taxable income in any future year. The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) at December 31, 2021 is as follows: 2021 2020 Net loss $ (2,675,852 ) $ (4,006,713 ) Less non-controlling interest net loss 228,223 70,327 Net loss attributable to CBDS $ (2,447,629 ) $ (3,936,386 ) Provision (benefit) computed using the statutory rate: $ (514,000 ) $ (827,000 ) Permanent differences - 92,000 Change in estimate (4,000 ) - Change in valuation allowance 518,000 735,000 Total income tax provision (benefit) $ - $ - The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the fiscal years 2018 through 2021. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements. |
COVID- 19
COVID- 19 | 12 Months Ended |
Dec. 31, 2021 | |
COVID- 19 | |
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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies (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. (“iBud”) – through April 2021 · 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”)- through April 2021 · Eden Holdings LLC (“Eden”). PrestoCorp is a 51% owned subsidiary and until April 22, 2021, GKMP and iBud were 51% and 50.1% owned subsidiaries. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At December 31, 2021, PrestoCorp is the sole operating subsidiary. Until sale of the Company’s interest in April 2021, GKMP and iBud tender were operating subsidiaries although iBud was not generating any revenue. Our primary operations for the years ended December 31, 2021 and 2020 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is 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. |
Principles of Consolidation | The consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. On April 22, 2021, we sold our interests in two companies in which the Company had majority control, iBud and GKMP. These consolidated financial statements include operations of iBud and GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation. |
Non-controlling Interests | Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. |
Going Concern | The Company has an accumulated deficit of $79,475,968 and negative working capital of $1,115,082 at December 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 United States (“GAAP”), requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the carrying value of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, certain accrued liabilities, contingencies, and the value attributed to stock-based awards. |
Inventories | As of December 31, 2021 and 2020, the Company had $-0- and $56,485, respectively, in inventory relating to GKMP which consisted of the raw materials and packaging used to manufacture cannabidiol (“CBD”) infused products for our customers. |
Property and Equipment | Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. |
Fair Value of Financial Instruments | The carrying amounts of cash and cash equivalents and balances due to related parties approximate fair value given their short-term nature. The carrying value of investments in equity securities equal fair value. |
Cash | Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents. |
Net Loss per Share | Basic 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. For the years ended December 31, 2021 and 2020, the Company had 175,000 and 175,000 outstanding warrants, respectively, and 777,654 and 1,090,128 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. |
Investments | Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in earnings. The Company may elect to account for certain equity method investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earning. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings. Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, are consolidated and other investor interests are presented as non-controlling. |
Revenue Recognition | In the years ending December 31, 2021 and 2020, the Company operated two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The contract manufacturing business was sold on April 22, 2021, and the Company now operates only the telehealth division. 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 recognized revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provided inventory for the manufacturing process and GKMP provided labor, supplies and manufacturing operations to mix and package the products. Revenues were recognized when the manufacturing and packaging process were completed, and the goods were shipped to the customer. In other instances, the Company acquired inventory and manufactured products for customers and/or to be held 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 was recognized when the product was shipped to the customer or distributor. Shipment terms were FOB origination. The Company sold its interest in GKMP during 2021 and no longer recognizes revenue from the contract manufacturing division. 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. We do not have any indefinite-lived intangible assets recorded from acquisitions. 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. The fair value of the reporting unit is evaluated on qualitative factors to determine if the reported value may be impaired. 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. An impairment charge is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. |
Advertising Expense | Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations. |
Stock-Based Compensation | Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Forfeitures are recognized upon occurrence. |
Income Taxes | The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets. Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. |
Leases | The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-to-use (“RTU”) asset and lease liability on the consolidated balance sheets. RTU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease RTU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RTU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize RTU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. |
Fair Value Measurements | When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. |
Contingencies | In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. |
Recent Accounting Pronouncement | Accounting Standards Updates Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment (Tables) | |
Schedule of Property and Equipment | 2021 2020 Furniture and Equipment $ 15,052 $ 225,629 Leasehold Improvements 2,500 17,315 Total Property and Equipment 17,552 242,944 Less: Accumulated Depreciation (15,578 ) (43,824 ) Net Property and Equipment $ 1,974 $ 199,120 |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment (Tables) | |
Schedule of Intangible Assets | 2021 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 (1,214,604 ) (1,045,464 ) Net Intangible Assets $ 320,806 $ 489,946 |
Schedule of amortization | Amortization of intangibles through 2026 is: 2022 $ 161,865 2023 151,686 2024 3,051 2025 932 2026 932 |
Sale of Majority Owned Subsid_2
Sale of Majority Owned Subsidiaries and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | |
Summary of the discontinued operations of GKMP and iBud | Period Year Ended Ended DISCONTINUED OPERATIONS OF GKMP January 1 to April 22, 2021 December 31, 2020 REVENUE $ 75,866 $ 94,552 Cost of revenues 91,316 152,837 Gross profit (15,450 ) (58,285 ) OPERATING EXPENSES Depreciation and amortization 5,526 8,898 Wages and salaries 106,224 213,765 Advertising 1,693 36,056 General and administrative 104,177 433,592 Total operating expenses 217,620 692,311 NET LOSS FROM OPERATIONS (233,070 ) (750,596 ) DISCONTINUED OPERATIONS OF IBUD REVENUE $ - $ - OPERATING EXPENSES Depreciation and amortization 1,135 1,004 Total operating expenses 1,135 1,004 NET LOSS FROM OPERATIONS (1,135 ) (1,004 ) Aggregate net loss from discontinued operations (234,205 ) (751,600 ) Gain on sale of discontinued operations 164,736 - NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS (69,469 ) (751,600 ) |
Summary of value of the consideration received | Consideration received: Common stock of CBDG, fair value $ 300,000 Preferred stock of CBDG, fair value 300,000 Total consideration 600,000 Non-controlling interests (331,884 ) Net assets of subsidiaries on date of disposition: GKMP 112,350 iBud (8,970 ) Net assets 103,380 Gain on sale of subsidiaries $ 164,736 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions (Tables) | |
Schedule of related party advance and note payable | The following tables reflect the related party advance and note payable balances. Notes payable to related parties Accrued interest -related parties December 31, 2021 David Tobias, CEO & Director $ 986,538 $ 169,057 New Compendium, greater than 10% Shareholder 152,500 27,688 Cathy Carroll, Director 75,000 7,068 Other Affiliates 4,000 800 Totals $ 1,218,038 $ 204,613 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, Affiliate (iBudtender) — 10,142 — Cathy Carroll, Director — 50,000 3,068 Other Affiliates — 4,000 600 Totals $ 18,800 $ 1,161,020 $ 144,024 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions (Tables) | |
Related and non-related parties | During the years ended December 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: Share Issuances Services Common Preferred Value Related Party issuances David Tobias, Officer, Director - 310,171 $ 150,000 Brad Herr, Officer, Director 516,949 - 250,000 Robert Tankson, Director 61,236 - 29,961 Cathy Carroll, Director 203,027 - 112,500 Trevor Reed, Director 51,696 - 25,000 Total related party issuances 832,908 310,171 $ 567,461 Non-related party issuances 1,883,224 - $ 941,746 Total shares for services 2,716,132 310,171 $ 1,509,207 Issuance for cash 10,466 5,000 Preferred stock converted to common 622,645 (622,645 ) - Shares cancelled (55,556 ) - $ (20,000 ) Aggregate totals 3,293,687 (312,474 ) $ 1,494,207 During the year ended December 31, 2021, the Company cancelled shares that had been returned after it was determined the shares have been erroneously issued to a vendor in 2020. Share Issuances Shares issued for stock payable Common Preferred Value Related party issuance 521,411 223,214 $ 431,201 Non-related party issuance 441,827 - 209,484 Total shares for stock payable 963,238 223,214 $ 640,685 Conversion of preferred stock 503,681 (503,681 ) $ - Services Related party issuances David Tobias, Officer, Director - 348,746 $ 175,964 Brad Herr, Officer, Director 498,878 - 250,201 Robert Tankson, Director 127,570 - 62,661 Cathy Carroll, Director 348,746 - 175,964 Trevor Reed, Director 58,125 - 29,328 Keith Hyatt, President GKMP 278,237 - 140,237 Kyle Powers, CEO PrestoCorp 92,593 - 44,444 Total related party issuances 1,404,149 348,746 878,799 Non-related Party issuances 2,207,911 - 1,177,794 Total shares for services 3,612,060 348,746 $ 2,056,593 Issuance for Cash 50,000 - $ 25,000 Issuance for acquisitions 100,000 - $ 109,000 Aggregate totals 5,228,979 68,279 $ 2,831,278 |
Schedule of warrants expiration | During the year ended December 31, 2020, 50,000 warrants were issued by the Company and 49,900 warrants expired. No warrants were issued or exercised in 2021 and no warrants were exercised during either year. At December 31, 2021, warrants expire as follows: Shares Exercise Price Expiration Date 125,000 $ 0.80 November 2022 50,000 $ 2.00 July and August 2023 175,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of deferred tax assets | The components of the Company’s net deferred tax assets at December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax asset: Net operating loss carryforwards $ 3,812,000 $ 3,424,000 Intangibles and goodwill 1,034,000 998,000 Investments 82,000 5,000 Other 45,000 28,000 Total deferred tax assets 4,973,000 4,455,000 Valuation allowance (4,973,000 ) (4,455,000 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) at December 31, 2021 is as follows: 2021 2020 Net loss $ (2,675,852 ) $ (4,006,713 ) Less non-controlling interest net loss 228,223 70,327 Net loss attributable to CBDS $ (2,447,629 ) $ (3,936,386 ) Provision (benefit) computed using the statutory rate: $ (514,000 ) $ (827,000 ) Permanent differences - 92,000 Change in estimate (4,000 ) - Change in valuation allowance 518,000 735,000 Total income tax provision (benefit) $ - $ - |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated deficit | $ 79,475,968 | $ 77,028,339 |
Working capital | $ (1,115,082) | |
Uncertain tax positions description | Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. | |
Inventories | $ 0 | $ 56,485 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Property and Equipment, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Property and Equipment, Useful Life | 10 years | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,000 | 175,000 |
Convertible Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 777,654 | 1,090,128 |
GK Manufacturing Inc | ||
Equity Method Investment, Ownership Percentage | 51.00% | |
IBud [Member] | ||
Equity Method Investment, Ownership Percentage | 50.10% | |
David Tobias [Member] | ||
Equity Method Investment, Ownership Percentage | 51.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 17,552 | $ 242,944 |
Less: accumulated depreciation | (15,578) | (43,824) |
Property and Equipment, Net | 1,974 | 199,120 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 15,052 | 225,629 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 2,500 | $ 17,315 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Depreciation expense | $ 18,972 | $ 30,352 |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Less: Accumulated Amortization | $ (1,214,604) | $ (1,045,464) |
Finite-Lived Intangible Assets, Net | 320,806 | 489,946 |
Finite-Lived Intangible Assets, Gross | 1,535,410 | 1,535,410 |
Cannabis Sativa [Member] | Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets, Gross | 13,999 | 13,999 |
Prestocorp [Member] | Intellectual Property [Member] | ||
Finite-Lived Intangible Assets, Gross | 240,000 | 240,000 |
K P A L [Member] | Patents And Trademarks [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 1,281,411 | $ 1,281,411 |
Intangibles and Goodwill (Det_2
Intangibles and Goodwill (Details 1) | Dec. 31, 2021USD ($) |
Intangibles and Goodwill | |
2022 | $ 161,865 |
2023 | 151,686 |
2024 | 3,051 |
2025 | 932 |
2026 | $ 932 |
Intangibles and Goodwill (Det_3
Intangibles and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of Intangible Assets | $ 169,140 | $ 205,272 |
Goodwill | 1,837,202 | 1,837,202 |
August 1, 2017 [Member] | Prestocorp [Member] | ||
Impairment of goodwill | 3,010,202 | |
Cumulative impairment of goodwill | $ 1,173,000 | $ 1,173,000 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Sale of Majority Owned Subsid_3
Sale of Majority Owned Subsidiaries (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total consideration | $ 600,000 | $ 600,000 | |
Non-controlling interests | (331,884) | ||
Net assets | 103,380 | ||
Gain on sale of subsidiaries | $ 164,736 | $ 0 | |
Total consideration | 21,321 | 0 | |
Preferred Stock [Member] | |||
Total consideration | $ 300,000 | ||
Total consideration | 1,500,000 | ||
Common Stock [Member] | |||
Total consideration | $ 300,000 | ||
Total consideration | 1,500,000 | 300,000 | |
GK Manufacturing Inc | |||
Net assets | $ 112,350 | ||
IBud [Member] | |||
Net assets | $ (8,970) |
Sale of Majority Owned Subsid_4
Sale of Majority Owned Subsidiaries (Details 1) - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | $ 1,841,558 | $ 1,940,731 | |
Cost of revenues | 699,378 | 740,645 | |
Gross profit | 1,142,180 | 1,200,086 | |
Depreciation and amortization | 171,163 | 207,866 | |
Wages and salaries | 711,872 | 596,262 | |
Advertising | 344,904 | 467,918 | |
General and administrative | 1,078,204 | 971,598 | |
Total operating expenses | 2,887,803 | 2,993,674 | |
NET LOSS FROM OPERATIONS | (2,349,937) | (1,706,944) | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | $ (69,469) | (751,600) | |
IBud [Member] | |||
REVENUE | $ 0 | 0 | |
Depreciation and amortization | 1,135 | 1,004 | |
Total operating expenses | 1,135 | 1,004 | |
NET LOSS FROM OPERATIONS | (1,135) | (1,004) | |
Aggregate net loss from discontinued operations | (234,205) | (751,600) | |
Gain on sale of discontinued operations | 164,736 | 0 | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (69,469) | (751,600) | |
G K M P [Member] | |||
REVENUE | 75,866 | 94,552 | |
Cost of revenues | 91,316 | 152,837 | |
Gross profit | (15,450) | (58,285) | |
Depreciation and amortization | 5,526 | 8,898 | |
Wages and salaries | 106,224 | 213,765 | |
Advertising | 1,693 | 36,056 | |
General and administrative | 104,177 | 433,592 | |
Total operating expenses | 217,620 | 692,311 | |
NET LOSS FROM OPERATIONS | $ (233,070) | $ (750,596) |
Sale of Majority Owned Subsid_5
Sale of Majority Owned Subsidiaries (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gain on sale of subsidiaries | $ 164,736 | $ 0 | |
Sale of stock value | $ 600,000 | $ 600,000 | |
Sale of transaction | 21,321 | 0 | |
GK Manufacturing Inc | |||
Equity Method Investment, Ownership Percentage | 51.00% | ||
IBud [Member] | |||
Equity Method Investment, Ownership Percentage | 50.10% | ||
Preferred Stock [Member] | |||
Sale of stock value | $ 300,000 | ||
Sale of transaction | 1,500,000 | ||
Common Stock [Member] | |||
Sale of stock value | $ 300,000 | ||
Sale of transaction | 1,500,000 | 300,000 | |
Share Price | $ 0.20 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable to Related Parties | $ 1,218,038 | $ 1,161,020 |
Accrued interest - related parties | 204,613 | 144,024 |
Related Party Advances | 18,800 | |
New Compendium Affiliate [Member] | ||
Notes Payable to Related Parties | 152,500 | 152,500 |
Accrued interest - related parties | 27,688 | 20,063 |
Related Party Advances | 0 | |
David Tobias, CEO & Director [Member] | ||
Notes Payable to Related Parties | 986,538 | 944,378 |
Accrued interest - related parties | 169,057 | 120,293 |
Related Party Advances | 0 | |
Cathy Carroll, Director | ||
Notes Payable to Related Parties | 75,000 | 50,000 |
Accrued interest - related parties | 7,068 | 3,068 |
Related Party Advances | 0 | |
Other Affiliates [Member] | ||
Notes Payable to Related Parties | 4,000 | 4,000 |
Accrued interest - related parties | $ 800 | 600 |
Related Party Advances | 0 | |
Keith Hyatt Affiliate [Member] | ||
Notes Payable to Related Parties | 0 | |
Accrued interest - related parties | 0 | |
Related Party Advances | 13,100 | |
Jason Washington Affiliate [Member] | ||
Notes Payable to Related Parties | 0 | |
Accrued interest - related parties | 0 | |
Related Party Advances | 5,700 | |
Chris Cope Affilitate [Member] | ||
Notes Payable to Related Parties | 10,142 | |
Accrued interest - related parties | 0 | |
Related Party Advances | 0 | |
David Tobias [Member] | ||
Accrued interest - related parties | $ 120,293 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Interest Expense | $ 66,872 | $ 60,356 |
Principal Amount | 142,500 | |
Advances from and payables to related parties | 48,083 | |
Ibudtender Inc [Member] | ||
Note Payable | 10,142 | |
David Tobias [Member] | ||
Principal Amount | $ 42,160 | |
Due Date | Dec. 31, 2021 | |
Interest rate | 5.00% | |
G K M P [Member] | ||
Principal Amount | $ 67,058 | |
Cathy Carroll, Director | ||
Principal Amount | $ 25,000 | |
Due Date | Dec. 31, 2021 | |
Interest rate | 5.00% | |
Consultant [Member] | ||
Other General and Administrative Expense | $ 111,100 | $ 162,300 |
Minimum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Maximum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Issued During Period, Shares, Purchase of Assets | 8,238,769 | 10,000,000 | |
Recognized unrealized gains (losses) on investment | $ 147,000 | $ (134,235) | |
Share price | $ 0.20 | ||
Fair value of investment | $ 82,000 | $ 5,000 | |
Sale of transaction | 21,321 | 0 | |
C B D G [Member] | |||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | 1,500,000 | |
Proceeds from sales of equity | $ 600,000 | ||
Percentage of voting share held by director | 15.00% | ||
Fair value of investment | $ 183,000 | ||
Unrealized gain on investment | (417,000) | ||
R E F G [Member] | |||
Proceeds from sales of equity | 44,017 | ||
Fair value of investment | 25,540 | $ 195,000 | |
Realized gain | $ 8,793 | ||
Sale of transaction | 1,761,231 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Issuance for cash, value | $ 5,000 | $ 25,000 |
Issuance for acquisitions, value | 109,000 | |
Total shares for stock payable, value | 640,685 | |
Total shares for stock payable, Related Party | 431,201 | |
Total shares for stock payable, Non Related Party | 209,484 | |
Shares cancelled, value | (20,000) | |
Aggregate totals, value | 1,494,207 | 2,831,278 |
Stock issued for services, value | $ 1,509,207 | $ 2,056,593 |
Conversion of stock, share issued | 622,645 | 503,681 |
Preferred Stock | ||
Total shares for stock payable share | 223,214 | |
Total shares for stock payable Related Party share | 223,214 | |
Aggregate totals, shares | 312,474 | (68,279) |
Conversion of stock, shares converted | (622,645) | 503,681 |
Common Stock | ||
Issuance for cash, share | 10,466 | 50,000 |
Total shares for stock payable share | 963,238 | |
Issuance for acquisitions, share | 100,000 | |
Total shares for stock payable Related Party share | 521,411 | |
Total shares for stock payable Non Related Party share | 441,827 | |
Conversion of stock, share issued | 622,645 | 503,681 |
Shares cancelled, share | (55,556) | |
Aggregate totals, shares | 3,293,687 | 5,228,979 |
Total shares for services [Member] | Common Stock [Member] | ||
Stock issued for services, share | 2,716,132 | 3,612,060 |
Total shares for services [Member] | Preferred Stock [Member] | ||
Stock issued for services, share | 310,171 | 348,746 |
Cathy Carroll, Director | ||
Stock issued for services, value | $ 112,500 | $ 175,964 |
Cathy Carroll, Director | Common Stock [Member] | ||
Stock issued for services, share | 203,027 | 348,746 |
David Tobias, Officer, Director | ||
Stock issued for services, value | $ 150,000 | $ 175,964 |
David Tobias, Officer, Director | Preferred Stock [Member] | ||
Stock issued for services, share | 310,171 | 348,746 |
Robert Tankson, Director | ||
Stock issued for services, value | $ 29,961 | $ 62,661 |
Robert Tankson, Director | Common Stock [Member] | ||
Stock issued for services, share | 61,236 | 127,570 |
Brad Herr, Officer, Director | ||
Stock issued for services, value | $ 250,000 | $ 250,201 |
Brad Herr, Officer, Director | Common Stock [Member] | ||
Stock issued for services, share | 516,949 | 498,878 |
Conversion | ||
Conversion of stock, shares converted Value | $ 0 | $ 0 |
Keith Hyatt, President | ||
Stock issued for services, value | $ 140,237 | |
Keith Hyatt, President | Common Stock [Member] | ||
Stock issued for services, share | 278,237 | |
Trevor Reed, Director | ||
Stock issued for services, value | $ 25,000 | $ 29,328 |
Trevor Reed, Director | Common Stock [Member] | ||
Stock issued for services, share | 51,696 | 58,125 |
Kyle Powers, CEO | ||
Stock issued for services, value | $ 44,444 | |
Kyle Powers, CEO | Common Stock [Member] | ||
Stock issued for services, share | 92,593 | |
Total Related Party Issuances | ||
Stock issued for services, value | $ 567,461 | $ 878,799 |
Total Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 832,908 | 1,404,149 |
Total Related Party Issuances | Preferred Stock [Member] | ||
Stock issued for services, share | 310,171 | 348,746 |
Non-Related Party Issuances | ||
Stock issued for services, value | $ 941,746 | $ 1,177,794 |
Non-Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 1,883,224 | 2,207,911 |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of warrants | 175,000 |
Warrant 1 | |
Number of warrants | 125,000 |
Warrant, Exercise price | $ / shares | $ 0.80 |
Warrants Expiration Date | November 2022 |
Warrant 2 | |
Number of warrants | 50,000 |
Warrant, Exercise price | $ / shares | $ 2 |
Warrants Expiration Date | July and August 2023 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 27, 2021 | Sep. 25, 2020 | Jul. 28, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Conversion of stock, shares issued | 622,645 | 503,681 | |||
Interest acquired in GKMP | 51.00% | ||||
Consideration for the acquisition shares | 100,000 | ||||
Acquisition shares of common stock valued | $ 109,000 | ||||
Warrants | |||||
Number of warrants issued | 50,000 | ||||
Warrants expired | 49,900 | ||||
2017 Stock Plan | |||||
Common Stock issued to compensate employees and consultants | 3,000,000 | ||||
2021 Stock Plan | |||||
Shares available for future issuance | 1,350,667 | ||||
2020 Stock Plan | |||||
Common Stock issued to compensate employees and consultants | 2,000,000 | 1,000,000 | |||
Shares available for future issuance | 1,000,000 | ||||
Increased number of shares available for future issuance | 2,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares in Escrow | the Company has -0- and 419,475, respectively, shares of common stock in escrow as part of the acquisition of PrestoCorp. These shares were issuable in certain circumstances to the principals of PrestoCorp based on performance of the PrestoCorp business. 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 year ended December 31, 2021 | |
New York office Facilities | Prestocorp [Member] | ||
Debt Instrument, Periodic Payment | $ 2,444 | |
David Tobias [Member] | ||
Operating Leases, Rent Expense | 36,922 | $ 38,458 |
G K M P [Member] | ||
Operating Leases, Rent Expense | 7,555 | 22,527 |
Rent expence | $ 77,119 | $ 139,398 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,812,000 | $ 3,424,000 |
Goodwill and intangibles | 1,034,000 | 998,000 |
Investments | 82,000 | 5,000 |
Other | 45,000 | 28,000 |
Total deferred tax assets | 4,973,000 | 4,455,000 |
Valuation allowance | (4,973,000) | (4,455,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Net Loss | $ (2,675,852) | $ (4,006,713) |
Less non-controlling interests net loss | 228,223 | 70,327 |
Net loss attributable to CBDS | (2,447,629) | (3,936,386) |
Provision (benefit) computed using the statutory rate | (514,000) | (827,000) |
Permanent differences | 0 | 92,000 |
Change in estimate | (4,000) | 0 |
Change in valuation allowance | 518,000 | 735,000 |
Total income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Taxes | |
Operating loss carry forwards | $ 10,000,000 |
Federal and state Operating loss carry forwards | $ 18,200,000 |
Federal and state Operating loss carry forwards expiartion date | between 2022 through 2039 |
Utilization of Remaining balance of Taxable income, Description | The remaining balance of $8,200,000 will never expire but utilization is limited to 80% of taxable income in any future year. |