Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Cannabis Sativa, Inc. | |
Entity Central Index Key | 0001360442 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 44,870,655 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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 | |
Entity Address Address Line 2 | Dr. #A224 | |
Entity Address City Or Town | Mesquite | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89027 | |
City Area Code | 702 | |
Local Phone Number | 762-3123 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 214,530 | $ 194,060 |
Investment in equity securities, at fair value | 613,477 | 208,540 |
Total Current Assets | 828,007 | 402,600 |
Other Assets | ||
Right of use asset | 43,485 | 0 |
Property and equipment, net | 2,777 | 1,974 |
Intangible assets, net | 196,864 | 320,806 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 2,908,335 | 2,562,582 |
Current Liabilities | ||
Accounts payable and accrued expenses | 142,052 | 95,031 |
Operating lease liability, current | 28,263 | 0 |
Accrued interest - related parties | 16,324 | 204,613 |
Convertible note payable | 104,250 | 0 |
Notes payable to related parties | 87,540 | 1,218,038 |
Total Current Liabilities | 378,429 | 1,517,682 |
Long-term liabilities | ||
Operating lease liability, long term | 15,222 | 0 |
Stock payable | 206,946 | 0 |
Total Liabilities | 600,597 | 1,517,682 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; 695,708 and 777,654 issued and outstanding, respectively | 696 | 778 |
Common stock $0.001 par value; 495,000,000 shares authorized; 44,870,655 and 30,746,865 shares issued and outstanding, respectively | 44,871 | 30,748 |
Additional paid-in capital | 80,905,557 | 79,151,240 |
Accumulated deficit | (79,984,982) | (79,475,968) |
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit) | 966,142 | (293,202) |
Non-Controlling Interests | 1,341,596 | 1,338,102 |
Total Stockholders' Equity | 2,307,738 | 1,044,900 |
Total Liabilities and Stockholders' Equity | $ 2,908,335 | $ 2,562,582 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED 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 | 695,708 | 777,654 |
Preferred Stock, Shares Outstanding | 695,708 | 777,654 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 |
Common Stock, Shares, Issued | 44,870,655 | 30,746,865 |
Common Stock, Shares, Outstanding | 44,870,655 | 30,746,865 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues | $ 383,079 | $ 463,040 | $ 1,262,868 | $ 1,452,279 |
Cost of Revenues | 149,943 | 174,814 | 479,173 | 553,236 |
Gross Profit | 233,136 | 288,226 | 783,695 | 899,043 |
Operating Expenses | ||||
Professional fees | 208,515 | 132,315 | 419,923 | 453,236 |
Depreciation and amortization | 39,440 | 42,700 | 124,147 | 128,463 |
Wages and salaries | 188,622 | 179,136 | 559,533 | 516,534 |
Advertising | 1,599 | 47,044 | 33,128 | 280,475 |
General and administrative | 177,658 | 259,451 | 534,022 | 855,637 |
Total Operating Expenses | 615,834 | 660,646 | 1,670,753 | 2,234,345 |
Loss from Operations | (382,698) | (372,420) | (887,058) | (1,335,302) |
Other (Income) and Expenses | ||||
Unrealized (gain) loss on investment | (300,295) | 758,340 | (404,937) | 532,855 |
(Gain) loss on sale of investment securities | 0 | 237 | 0 | (8,793) |
Interest expense | 4,228 | 17,854 | 23,399 | 49,884 |
Total Other (Income) Expenses, Net | (296,067) | 776,431 | (381,538) | 573,946 |
Loss Before Income Taxes | (86,631) | (1,148,851) | (505,520) | (1,909,248) |
Income Taxes | 0 | 0 | 0 | 0 |
Net Loss From Continuing Operations | (86,631) | (1,148,851) | (505,520) | (1,909,248) |
Operating loss on discontinued operations | 0 | 0 | 0 | (234,205) |
Gain on sale of subsidiaries | 0 | 0 | 0 | 164,736 |
Net Income (Loss) from Discontinued Operations | 0 | 0 | 0 | (69,469) |
Net Loss | (86,631) | (1,148,851) | (505,520) | (1,978,717) |
Loss attributable to non-controlling interest - GK Manufacturing | 0 | 0 | 0 | (114,467) |
Loss attributable to non-controlling interest - iBudTender | 0 | 0 | 0 | (1,614) |
Income (loss) attributable to non-controlling interest - PrestoCorp | (19,073) | 2,721 | 3,494 | 169,434 |
Net Loss for the Period Attributable To Cannabis Sativa, Inc. | $ (67,558) | $ (1,151,572) | $ (509,014) | $ (2,032,070) |
Net Loss for the Period per Common Share: Basic & Diluted | ||||
From continuing operations | $ 0 | $ (0.04) | $ (0.01) | $ (0.07) |
From discontinued operations | 0 | 0 | 0 | 0 |
Total | $ 0 | $ (0.04) | $ (0.01) | $ (0.07) |
Weighted Average Common Shares Outstanding: | ||||
Basic & Diluted | 44,787,896 | 29,685,756 | 35,674,130 | 28,880,938 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED) - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest Prestocorp [Member] | Non-Controlling Interest iBudTender [Member] | Non-Controlling Interest GK Manufacturing [Member] | Common Stock [Member] | Preferred Stock [Member] |
Balance, shares at Dec. 31, 2020 | 27,453,178 | 1,090,128 | ||||||
Balance, amount at Dec. 31, 2020 | $ 1,638,215 | $ 77,660,014 | $ (77,028,339) | $ 1,193,798 | $ 47,264 | $ (263,067) | $ 27,455 | $ 1,090 |
Conversion of preferred to common, shares | 0 | 468,166 | (468,166) | |||||
Conversion of preferred to common, amount | 0 | 0 | 0 | 0 | 0 | $ 468 | $ (468) | |
Cash proceeds from sale of stock, shares | 10,466 | |||||||
Cash proceeds from sale of stock, amount | 5,000 | $ 4,990 | 0 | 0 | 0 | 0 | $ 10 | $ 0 |
Shares issued for services, shares | 1,984,658 | 203,027 | ||||||
Shares issued for services, amount | 1,217,390 | 1,215,203 | 0 | 0 | 0 | 0 | $ 1,984 | $ 203 |
Cancellation of shares issued for services, shares | (55,556) | |||||||
Cancellation of shares issued for services, amount | (20,000) | (19,944) | 0 | 0 | 0 | 0 | $ (56) | 0 |
Sale of non controlling interest | 331,884 | 0 | 0 | 0 | (45,650) | 377,534 | 0 | 0 |
Net income (loss) for the period | (1,978,717) | 0 | (2,032,070) | 169,434 | (1,614) | (114,467) | $ 0 | $ 0 |
Balance, shares at Sep. 30, 2021 | 29,860,912 | 824,989 | ||||||
Balance, amount at Sep. 30, 2021 | 1,193,772 | 78,860,263 | (79,060,409) | 1,363,232 | 0 | 0 | $ 29,861 | $ 825 |
Balance, shares at Jun. 30, 2021 | 29,110,789 | 926,957 | ||||||
Balance, amount at Jun. 30, 2021 | 2,031,510 | 78,549,797 | (77,908,837) | 1,360,511 | 0 | 0 | $ 29,112 | $ 927 |
Conversion of preferred to common, shares | 180,094 | (180,094) | ||||||
Conversion of preferred to common, amount | 0 | 0 | 0 | 0 | 0 | $ 180 | $ (180) | |
Shares issued for services, shares | 570,029 | 78,126 | ||||||
Shares issued for services, amount | 311,113 | 310,466 | 0 | 0 | 0 | 0 | $ 569 | $ 78 |
Net income (loss) for the period | (1,148,851) | 0 | (1,151,572) | 2,721 | 0 | 0 | $ 0 | $ 0 |
Balance, shares at Sep. 30, 2021 | 29,860,912 | 824,989 | ||||||
Balance, amount at Sep. 30, 2021 | 1,193,772 | 78,860,263 | (79,060,409) | 1,363,232 | 0 | 0 | $ 29,861 | $ 825 |
Balance, shares at Dec. 31, 2021 | 30,746,865 | 777,654 | ||||||
Balance, amount at Dec. 31, 2021 | (293,202) | |||||||
Balance, amount at Dec. 31, 2021 | 1,044,900 | 79,151,240 | (79,475,968) | 1,338,102 | 0 | 0 | $ 30,748 | $ 778 |
Shares issued for services, shares | 1,306,242 | 458,333 | ||||||
Shares issued for services, amount | 350,507 | 348,743 | 0 | 0 | 0 | 0 | $ 1,306 | $ 458 |
Net income (loss) for the period | (505,520) | 0 | (509,014) | 3,494 | 0 | 0 | $ 0 | $ 0 |
Conversion of preferred to common (1:1), shares | 252,056 | (252,056) | ||||||
Conversion of preferred to common (1:1), amount | 0 | 0 | 0 | 0 | 0 | $ 252 | $ (252) | |
Conversion of preferred to common (19:1), shares | 5,476,237 | (288,223) | ||||||
Conversion of preferred to common (19:1), amount | 0 | $ (5,188) | 0 | 0 | 0 | 0 | $ 5,476 | $ (288) |
Shares issued in consideration of notes and accrued interest payable, shares | 1,410,762 | 7,089,255 | ||||||
Shares issued in consideration of notes and accrued interest payable, amount | 1,417,851 | $ 1,410,762 | 0 | 0 | 0 | 0 | $ 7,089 | $ 0 |
Balance, shares at Sep. 30, 2022 | 44,870,655 | 695,708 | ||||||
Balance, amount at Sep. 30, 2022 | 966,142 | 80,905,557 | (79,984,982) | 1,341,596 | 0 | 0 | $ 44,871 | $ 696 |
Balance, shares at Jun. 30, 2022 | 44,750,479 | 815,884 | ||||||
Balance, amount at Jun. 30, 2022 | 2,394,369 | 80,905,557 | (79,917,424) | 1,360,669 | 0 | 0 | $ 44,751 | $ 816 |
Net income (loss) for the period | (86,631) | 0 | (67,558) | (19,073) | 0 | 0 | $ 0 | $ 0 |
Conversion of preferred to common (1:1), shares | 120,176 | (120,176) | ||||||
Conversion of preferred to common (1:1), amount | 0 | 0 | 0 | 0 | 0 | 0 | $ 120 | $ (120) |
Balance, shares at Sep. 30, 2022 | 44,870,655 | 695,708 | ||||||
Balance, amount at Sep. 30, 2022 | $ 966,142 | $ 80,905,557 | $ (79,984,982) | $ 1,341,596 | $ 0 | $ 0 | $ 44,871 | $ 696 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (505,520) | $ (1,978,717) |
Adjustments to reconcile net loss for the period to net cash used in operating activities: | ||
Unrealized (gain) loss on investment | (404,937) | 532,855 |
Gain on sale of investment securities | 0 | (8,793) |
Gain on sale of subsidiaries | 0 | (164,736) |
Depreciation and amortization | 124,147 | 145,415 |
Stock issued for services | 350,507 | 1,197,390 |
Stock payable for services | 206,946 | 0 |
Note payable issued for services | 45,000 | 0 |
Write off of abandoned equipment | 583 | 0 |
Changes in Assets and Liabilities: | ||
Accounts receivable | 0 | (6,447) |
Inventories | 0 | 27,499 |
Prepaid consulting and other current assets | 0 | (4,933) |
Accounts payable and accrued expenses | 47,020 | 32,927 |
Accrued interest - related parties | 15,524 | 45,350 |
Customer deposits | 0 | 1,341 |
Net Cash Used in Operating Activities | (120,730) | (180,849) |
Cash Flows from Investing Activities: | ||
Cash purchase of equipment | (1,590) | 0 |
Cash transferred on sale of non-controlling interest | 0 | (21,321) |
Proceeds from sale of subsidiaries | 0 | 44,017 |
Net Cash Provided by (Used in) Investing Activities | (1,590) | 22,696 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of stock | 0 | 5,000 |
Proceeds from advances from related parties | 0 | 48,083 |
Proceeds from related parties notes payable, net | 38,540 | 48,000 |
Proceeds from convertible note payable | 104,250 | 0 |
Net Cash Provided by Financing Activities | 142,790 | 101,083 |
NET CHANGE IN CASH | 20,470 | (57,070) |
CASH AT BEGINNING OF PERIOD | 194,060 | 322,107 |
CASH AT END OF PERIOD | 214,530 | 265,037 |
Noncash investing and financing activities: | ||
Shares issued in consideration of notes and interest payable | 1,417,851 | 0 |
Operating lease liability from acquiring right to use asset | 56,595 | 0 |
Sale of Minority Interests Stock Received | $ 0 | $ 600,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Summary of Significant Accounting Policies | |
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”) · Wild Earth Naturals, Inc. (“Wild Earth”) · Kubby Patent and Licenses Limited Liability Company (“KPAL”) · Hi Brands, International, Inc. (“Hi Brands”) · Eden Holdings LLC (“Eden”). · iBudtender, Inc. (“iBud”) – through April 2021 · GK Manufacturing and Packaging, Inc. (“GKMP”) - through April 2021 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 through September 30, 2022 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. Basis of Presentation Operating results for the three and nine months ended September 30, 2022 may not be indicative of the results expected for the full year ending December 31, 2022. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission on April 14, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2022, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2022. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements. Principles of Consolidation: The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries 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 condensed consolidated financial statements include operations of iBud and GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation. Going Concern: The Company has an accumulated deficit of $79,984,982 at September 30, 2022, 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 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 allowance for doubtful accounts, 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, revenue recognition, contingencies, and the value attributed to stock-based awards. 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 three and nine months ended September 30, 2022 and 2021, the Company had 175,000 and 175,000 outstanding warrants, respectively, and 695,708 and 824,989 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. Recent Accounting Pronouncement: Accounting Standards Updates Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2023, including interim periods within those fiscal years and with early adoption permitted. Early adoption of this update had no impact 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. |
Intangibles and Goodwill
Intangibles and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Intangibles and Goodwill | |
Intangibles and Goodwill | 2. 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 September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 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 (1,338,546 ) (1,214,604 ) Net Intangible Assets $ 196,864 $ 320,806 Amortization expense for each of the three and nine months ended September 30, 2022 and 2021 were $39,372 (2021: $42,285) and $123,942 (2021: $126,855), respectively. Amortization of intangibles through 2027 is: October 1, 2022 to September 30, 2023 $ 151,686 October 1, 2023 to September 30, 2024 40,742 October 1, 2024 to September 30, 2025 932 October 1, 2025 to September 30, 2026 932 October 1, 2026 to September 30, 2027 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 September 30, 2022 and December 31, 2021. The balance of goodwill at September 30, 2022 and December 31, 2021 was $1,837,202. |
Sale of Majority Owned Subsidia
Sale of Majority Owned Subsidiaries and Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | 3. 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. During the nine months ended September 30, 2021, the Company recognized a gain on sale of subsidiaries of $164,470 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 September 30, 2021 are provided below. January 1 to September 30, Discontinued Operations 2021 REVENUE 75,866 Cost of revenues 91,316 Gross profit (15,450 ) EXPENSES Depreciation and amortization 5,861 Wages and salaries 106,224 Advertising 1,693 General and administrative 102,833 Interest expense 2,144 Total expenses 218,755 NET LOSS FROM DISCONTINUED OPERATIONS (234,205 ) 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 was to allow management to devote more resources to PrestoCorp. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions In addition to items disclosed in Notes 3 and 7, the Company had additional related party transactions during the three and nine months ended September 30, 2022 and 2021. 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. During the nine months ended September 30, 2022, David Tobias loaned $38,540 cash to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2022. In the nine months ended September 30, 2022, the Company and Cathy Carroll, director, entered into a note payable for $45,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2022. During the three and nine months ended September 30, 2022 and 2021, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 8% per annum in the amounts of $4,228 (2021: $17,854) and $23,399 (2021: $49,884), respectively. The following tables reflect the related party notes payable balances. Related party notes Accrued interest Total September 30, 2022 David Tobias, CEO & Director $ 38,540 $ 12,482 $ 51,022 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 45,000 986 45,986 Other Affiliates 4,000 950 4,950 Totals $ 87,540 $ 16,324 $ 103,864 Related party notes Accrued interest Total December 31, 2021 David Tobias, CEO & Director $ 986,538 $ 169,057 $ 1,155,595 New Compendium, greater than 10% Shareholder 152,500 27,688 180,188 Cathy Carroll, Director 75,000 7,068 82,068 Other Affiliates 4,000 800 4,800 Totals $ 1,218,038 $ 204,613 $ 1,422,651 During the nine months ended September 30, 2022, the Company issued 7,089,255 shares of common stock in settlement of $1,214,038 in related party notes payable and $203,813 in accrued interest attributable to these notes. The fair value of the shares issued approximated the carrying value of the notes and interest payable. In the three and nine months ended September 30, 2022 and 2021, the Company incurred approximately $-0- (2021: $27,778) and $26,389 (2021: $83,334), respectively, for consulting services from a nephew of the Company’s president. The services for the three and nine months ended September 30, 2022 and 2021 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 | 9 Months Ended |
Sep. 30, 2022 | |
Investments | |
Investments | 5. Investments At September 30, 2022 and December 31, 2021, the Company owns 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At September 30, 2022 and December 31, 2021, the fair value of the investment in REFG was $16,477 and $25,540, respectively. The Company recognized a gain (loss) on the change in fair value of $3,295 (2021: ($71,940)) and ($9,063) (2021: ($83,155)) during the three and nine months ended September 30, 2022 and 2021, respectively. 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 September 30, 2022 and December 31, 2021 was $597,000 and $183,000 resulting in a gain (loss) of $297,000 (2021: ($686,400)) and $414,000 (2021: ($213,000)) for the change in fair value during the three and nine months ended September 30, 2022 and 2021, respectively. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Note Payable | |
Convertible Note Payable | 6 Convertible Note Payable On August 25, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible note to Diagonal with a principal amount of $104,250. The note bears interest at 10% and has a term of one year when payment of principal and interest is due. After 180 days, the note is convertible into shares of the Company’s common stock the number of which is determined by dividing the principal balance outstanding by 65% of the lowest trading price of the Company’s stock during the five previous trading days before the date of the conversion. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity | |
Stockholders' Equity | 7. Stockholders’ Equity Change in Authorized Shares The Company increased the number of authorized common shares the Company is authorized to issue to 495,000,000. This change in capital structure was approved without a meeting by the consent of the shareholders holding a majority of the common stock outstanding and Articles of Amendment were filed with the State of Nevada on August 8, 2022. Securities Issuances During the nine months ended September 30, 2022, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows: Share Issuances in the Nine Months Ended September 30, 2022 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 458,333 $ 90,000 Brad Herr, Officer, Director 458,333 - 90,000 Robert Tankson, Director 28,646 - 5,625 Trevor Reed, Director 28,646 - 5,625 Total related party issuances 515,625 458,333 191,250 Non-related party issuances 790,617 - 159,257 Total shares for services 1,306,242 458,333 350,507 Shares issued in consideration of notes and accrued interest - related parties 7,089,255 - 1,417,851 Conversion of preferred to common (1:1) 252,056 (252,056 ) - Conversion of preferred to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,123,790 (81,946 ) $ 1,768,358 During the nine months ended September 30, 2021, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows: Share Issuances in the Nine Months Ended September 30, 2021 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 203,027 $ 112,500 Brad Herr, Officer, Director 338,376 - 187,500 Robert Tankson, Director 43,378 - 23,711 Cathy Carroll, Director 203,027 112,500 Trevor Reed, Director 33,838 - 18,750 Total related party issuances 618,619 203,027 454,961 Non-related party issuances 1,366,039 - 762,429 Total shares for services 1,984,658 203,027 1,217,390 Preferred stock converted to common 468,166 (468,166 ) - Issuance for cash 10,466 - 5,000 Shares cancelled (55,556 ) - (20,000 ) Aggregate Totals 2,407,734 (265,139 ) $ 1,202,390 During the nine months ended September 30, 2021, the Company cancelled shares that had been returned after it was determined the shares have been erroneously issued to a vendor in 2020. During the nine months ended September 30, 2022, two preferred shareholders agreed to convert an aggregate of 288,223 shares of preferred stock into 5,476,237 shares of common stock. Stock payable at September 30, 2022 consists of 475,737 preferred shares and 535,205 common shares owed to members of the board of directors for directors fees and contract services. These shares were valued at $85,000 based on the market price of the Company’s common stock at the date of board authorization. An additional 1,482,044 common shares were owed to various non-related vendors at September 30, 2022 valued at $121,946 based on the market price of the Company’s common stock at the date of board authorization. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases. PrestoCorp leased office space through WeWork in New York on a month-to-month arrangement. On April 12, 2022, PrestoCorp signed a new lease in New York with Spaces for a two-year term at $2,590 per month expiring in April 2024. Rent expense for the three months ended September 30, 2022 and 2021 was $-0- and $10,739, respectively, and for the nine months ended September 30, 2022 and 2021 was $21,325 and $20,219, respectively. Upon signing the lease with Spaces, the Company recognized a lease liability and a right of use asset of $56,595 using a discount rate of 10%. The future lease payments under the new lease are as follows: From October 1, 2022 to September 30, 2023 $ 31,080 From October 1, 2023 to September 30, 2024 15,540 Less imputed interest (3,135 ) Net lease liability 43,485 Current Portion (28,263 ) Long-term portion $ 15,222 Litigation. In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of September 30, 2022, no claims are outstanding. |
Other Matters - Merger
Other Matters - Merger | 9 Months Ended |
Sep. 30, 2022 | |
Other (Income) and Expenses | |
Other Matters - Merger | 9. Other Matters - Merger On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger is expected to be consummated once the shareholders of the Company and the shareholders of MJHI approve the Merger which management expects will be completed early in the fourth quarter of calendar year 2022. The terms of the Merger Agreement are summarized below: · The name of the surviving company in the Merger will be Cannabis Sativa, Inc. · Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock. · The Merger is subject to majority approval of the shareholders of both MJHI and CBDS. · The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares. · The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Brad Herr, Randy Lanier, Clinton Pyatt, and David Tobias. · The Executive Officers of the Company following the Merger are intended to include Patrick Bilton - Chief Executive Officer and Clinton Pyatt - Chief Operating Officer. · The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature. · No brokerage fees are payable in connection with the Merger. · If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated. · All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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”) · Wild Earth Naturals, Inc. (“Wild Earth”) · Kubby Patent and Licenses Limited Liability Company (“KPAL”) · Hi Brands, International, Inc. (“Hi Brands”) · Eden Holdings LLC (“Eden”). · iBudtender, Inc. (“iBud”) – through April 2021 · GK Manufacturing and Packaging, Inc. (“GKMP”) - through April 2021 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 through September 30, 2022 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. |
Basis of Presentation | Operating results for the three and nine months ended September 30, 2022 may not be indicative of the results expected for the full year ending December 31, 2022. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission on April 14, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2022, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2022. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements. |
Principles of Consolidation: | The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries 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 condensed consolidated financial statements include operations of iBud and GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation. |
Going Concern: | The Company has an accumulated deficit of $79,984,982 at September 30, 2022, 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 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 allowance for doubtful accounts, 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, revenue recognition, contingencies, and the value attributed to stock-based awards. |
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 three and nine months ended September 30, 2022 and 2021, the Company had 175,000 and 175,000 outstanding warrants, respectively, and 695,708 and 824,989 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. |
Recent Accounting Pronouncement: | Accounting Standards Updates Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, 2023, including interim periods within those fiscal years and with early adoption permitted. Early adoption of this update had no impact 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. |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangibles and Goodwill | |
Schedule of Intangible Assets and Goodwill | September 30, December 31, 2022 2021 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 (1,338,546 ) (1,214,604 ) Net Intangible Assets $ 196,864 $ 320,806 |
Schedule of Amortization | October 1, 2022 to September 30, 2023 $ 151,686 October 1, 2023 to September 30, 2024 40,742 October 1, 2024 to September 30, 2025 932 October 1, 2025 to September 30, 2026 932 October 1, 2026 to September 30, 2027 932 |
Sale of Majority Owned Subsid_2
Sale of Majority Owned Subsidiaries and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | |
Summary of value of the consideration received of CBDG | 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 |
Summary of the discontinued operations of GKMP and iBud | January 1 to September 30, Discontinued Operations 2021 REVENUE 75,866 Cost of revenues 91,316 Gross profit (15,450 ) EXPENSES Depreciation and amortization 5,861 Wages and salaries 106,224 Advertising 1,693 General and administrative 102,833 Interest expense 2,144 Total expenses 218,755 NET LOSS FROM DISCONTINUED OPERATIONS (234,205 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Schedule of related party advance and note payable | Related party notes Accrued interest Total September 30, 2022 David Tobias, CEO & Director $ 38,540 $ 12,482 $ 51,022 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 45,000 986 45,986 Other Affiliates 4,000 950 4,950 Totals $ 87,540 $ 16,324 $ 103,864 Related party notes Accrued interest Total December 31, 2021 David Tobias, CEO & Director $ 986,538 $ 169,057 $ 1,155,595 New Compendium, greater than 10% Shareholder 152,500 27,688 180,188 Cathy Carroll, Director 75,000 7,068 82,068 Other Affiliates 4,000 800 4,800 Totals $ 1,218,038 $ 204,613 $ 1,422,651 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity | |
Common Stock and Preferred stock issued to related and Non Related Parties | Share Issuances in the Nine Months Ended September 30, 2022 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 458,333 $ 90,000 Brad Herr, Officer, Director 458,333 - 90,000 Robert Tankson, Director 28,646 - 5,625 Trevor Reed, Director 28,646 - 5,625 Total related party issuances 515,625 458,333 191,250 Non-related party issuances 790,617 - 159,257 Total shares for services 1,306,242 458,333 350,507 Shares issued in consideration of notes and accrued interest - related parties 7,089,255 - 1,417,851 Conversion of preferred to common (1:1) 252,056 (252,056 ) - Conversion of preferred to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,123,790 (81,946 ) $ 1,768,358 During the nine months ended September 30, 2021, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows: Share Issuances in the Nine Months Ended September 30, 2021 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 203,027 $ 112,500 Brad Herr, Officer, Director 338,376 - 187,500 Robert Tankson, Director 43,378 - 23,711 Cathy Carroll, Director 203,027 112,500 Trevor Reed, Director 33,838 - 18,750 Total related party issuances 618,619 203,027 454,961 Non-related party issuances 1,366,039 - 762,429 Total shares for services 1,984,658 203,027 1,217,390 Preferred stock converted to common 468,166 (468,166 ) - Issuance for cash 10,466 - 5,000 Shares cancelled (55,556 ) - (20,000 ) Aggregate Totals 2,407,734 (265,139 ) $ 1,202,390 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Schedule of future lease payments | From October 1, 2022 to September 30, 2023 $ 31,080 From October 1, 2023 to September 30, 2024 15,540 Less imputed interest (3,135 ) Net lease liability 43,485 Current Portion (28,263 ) Long-term portion $ 15,222 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity Method Investment, Ownership Percentage | 51% | ||
Accumulated deficit | $ 79,984,982 | $ 79,475,968 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,000 | 175,000 | |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 695,708 | 824,989 | |
GK Manufacturing Inc | |||
Equity Method Investment, Ownership Percentage | 51% | ||
IBud [Member] | |||
Equity Method Investment, Ownership Percentage | 50.10% |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Total Intangibles | $ 1,535,410 | $ 1,535,410 |
Less: Accumulated Amortization | (1,338,546) | (1,214,604) |
Net Intangible Assets | 196,864 | 320,806 |
Intellectual Property [Member] | Prestocorp [Member] | ||
Total Intangibles | 240,000 | 240,000 |
Cannabis Sativa [Member] | Internet Domain Names [Member] | ||
Total Intangibles | 13,999 | 13,999 |
K P A L [Member] | Patents And Trademarks [Member] | ||
Total Intangibles | $ 1,281,411 | $ 1,281,411 |
Intangibles and Goodwill (Det_2
Intangibles and Goodwill (Details 1) | Sep. 30, 2022 USD ($) |
Intangibles and Goodwill | |
October 1, 2022 to September 30, 2023 | $ 151,686 |
October 1, 2023 to September 30, 2024 | 40,742 |
October 1, 2024 to September 30, 2025 | 932 |
October 1, 2025 to September 30, 2026 | 932 |
October 1, 2026 to September 30, 2027 | $ 932 |
Intangibles and Goodwill (Det_3
Intangibles and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 39,372 | $ 123,942 | $ 42,285 | $ 126,855 | |
Goodwill | 1,837,202 | 1,837,202 | $ 1,837,202 | ||
Prestocorp [Member] | August 1, 2017 [Member] | |||||
Impairment of goodwill | 3,010,202 | ||||
Cumulative impairment of goodwill | $ 1,173 | $ 1,173 | $ 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 and Discontinued Operations (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Total consideration | $ 600,000 |
Non-controlling interests | (331,884) |
Net assets | 103,380 |
Gain on sale of subsidiaries | 164,736 |
Common Stock [Member] | |
Total consideration | 300,000 |
Preferred Stock [Member] | |
Total consideration | 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 and Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUE | $ 383,079 | $ 463,040 | $ 1,262,868 | $ 1,452,279 |
Cost of revenues | 149,943 | 174,814 | 479,173 | 553,236 |
Gross Profit | 233,136 | 288,226 | 783,695 | 899,043 |
Depreciation and amortization | 39,440 | 42,700 | 124,147 | 128,463 |
Wages and salaries | 188,622 | 179,136 | 559,533 | 516,534 |
Advertising | 1,599 | 47,044 | 33,128 | 280,475 |
General and administrative | 177,658 | 259,451 | 534,022 | 855,637 |
Total Operating Expenses | 615,834 | 660,646 | 1,670,753 | 2,234,345 |
Net Income (Loss) from Discontinued Operations | $ 0 | $ 0 | $ 0 | (69,469) |
G K M P And I Bud [Member] | ||||
REVENUE | 75,866 | |||
Cost of revenues | 91,316 | |||
Gross Profit | (15,450) | |||
Depreciation and amortization | 5,861 | |||
Wages and salaries | 106,224 | |||
Advertising | 1,693 | |||
General and administrative | 102,833 | |||
Interest expense | 2,144 | |||
Total Operating Expenses | 218,755 | |||
Net Income (Loss) from Discontinued Operations | $ (234,205) |
Sale of Majority Owned Subsid_5
Sale of Majority Owned Subsidiaries and Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Apr. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Sale of transaction | $ 600,000 | |||
Gain on sale of subsidiaries | $ 164,470 | |||
Fair value of common stocks | 44,871 | $ 30,748 | ||
Common Stock [Member] | ||||
Sale of transaction | 300,000 | |||
Sale of transaction | 1,500,000 | |||
Share Price | $ 0.20 | |||
Fair value of common stocks | $ 300,000 | |||
Preferred Stock [Member] | ||||
Sale of transaction | $ 300,000 | |||
Sale of transaction | 1,500,000 | |||
GK Manufacturing Inc | ||||
Equity Method Investment, Ownership Percentage | 51% | |||
IBud [Member] | ||||
Equity Method Investment, Ownership Percentage | 50.10% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Notes Payable to Related Parties | $ 87,540 | $ 1,218,038 |
Accrued interest - related parties | 16,324 | 204,613 |
Total | 103,864 | 1,422,651 |
New Compendium Affiliate [Member] | ||
Notes Payable to Related Parties | 0 | 152,500 |
Accrued interest - related parties | 1,906 | 27,688 |
Total | 1,906 | 180,188 |
David Tobias, CEO & | ||
Notes Payable to Related Parties | 38,540 | 986,538 |
Accrued interest - related parties | 12,482 | 169,057 |
Total | 51,022 | 1,155,595 |
Cathy Carroll, Director | ||
Notes Payable to Related Parties | 45,000 | 75,000 |
Accrued interest - related parties | 986 | 7,068 |
Total | 45,986 | 82,068 |
Other Affiliates [Member] | ||
Notes Payable to Related Parties | 4,000 | 4,000 |
Accrued interest - related parties | 950 | 800 |
Total | $ 4,950 | $ 4,800 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Principal Amount | $ 38,540 | $ 38,540 | ||
Interest Expense | 4,228 | $ 17,854 | $ 23,399 | $ 49,884 |
Shares issued for settlement | 7,089,255 | |||
Common stock issued for settlement of related party notes payable | 1,214,038 | $ 1,214,038 | ||
Accrued interest related party | 203,813 | 203,813 | ||
Cathy Carroll, Director | ||||
Principal Amount | 45,000 | $ 45,000 | ||
Interest rate | 5% | |||
Due Date | Dec. 31, 2022 | |||
David Tobias [Member] | ||||
Interest rate | 5% | |||
Due Date | Dec. 31, 2022 | |||
Consultant [Member] | ||||
Other General and Administrative Expense | $ 0 | $ 27,778 | $ 26,389 | $ 83,334 |
Minimum [Member] | ||||
Interest rate | 5% | |||
Maximum [Member] | ||||
Interest rate | 8% |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock Issued During Period, Shares, Purchase of Assets | 8,238,769 | 8,238,769 | |||
Recognized unrealized gains (losses) on investment | $ 3,295 | $ (71,940) | $ (9,063) | $ (83,155) | |
Share price | $ 0.20 | ||||
Unrealized gain on investment | (300,295) | 758,340 | (404,937) | 532,855 | |
C B D G [Member] | |||||
Fair value of investment | 597,000 | 597,000 | $ 183,000 | ||
Proceeds from sales of equity | $ 600,000 | ||||
Percentage of voting share held by director | 15% | ||||
Unrealized gain on investment | 297,000 | $ 686,400 | 414,000 | $ 213,000 | |
C B D G [Member] | Common Stock One [Member] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | ||||
C B D G [Member] | Preferred Stock One [Member] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | ||||
R E F G [Member] | |||||
Fair value of investment | $ 16,477 | $ 16,477 | $ 25,540 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | |
Aug. 25, 2022 | Sep. 30, 2022 | |
Principal Amount | $ 38,540 | |
Diagonal Lending, LLC [Member] | ||
Principal Amount | $ 104,250 | |
Interest rate | 10% | |
Principal balance outstanding lowest trading price, percentage | 65% | |
Due Date | Dec. 31, 2022 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock issued for services, value | $ 311,113 | $ 350,507 | $ 1,217,390 |
Shares issued in consideration of notes and accrued interest - related parties, value | 1,417,851 | ||
Aggregate totals, value | 1,768,358 | 1,202,390 | |
Issuance for cash, value | 5,000 | ||
Shares cancelled, value | (20,000) | ||
Total shares for services [Member] | |||
Stock issued for services, value | $ 350,507 | $ 1,217,390 | |
Total shares for services [Member] | Common Stock [Member] | |||
Stock issued for services, share | 1,306,242 | 1,984,658 | |
Shares issued in consideration of notes and accrued interest - related parties, shares | 7,089,255 | ||
Conversion of preferred to common (1:1), shares | 252,056 | ||
Conversion of preferred to common (19:1), shares | 5,476,237 | ||
Total shares for services [Member] | Preferred Stock [Member] | |||
Stock issued for services, share | 458,333 | 203,027 | |
Conversion of preferred to common (1:1), shares | (252,056) | ||
Conversion of preferred to common (19:1), shares | (288,223) | ||
Cathy Carroll, Director | |||
Stock issued for services, value | $ 112,500 | ||
Cathy Carroll, Director | Common Stock [Member] | |||
Stock issued for services, share | 203,027 | ||
David Tobias, Officer, Director | |||
Stock issued for services, value | $ 90,000 | $ 112,500 | |
David Tobias, Officer, Director | Preferred Stock [Member] | |||
Stock issued for services, share | 458,333 | 203,027 | |
Brad Herr, Officer, Director | |||
Stock issued for services, value | $ 90,000 | $ 187,500 | |
Brad Herr, Officer, Director | Common Stock [Member] | |||
Stock issued for services, share | 458,333 | 338,376 | |
Brad Herr, Officer, Director | Preferred Stock [Member] | |||
Stock issued for services, share | 458,333 | 203,027 | |
Robert Tankson, Director | |||
Stock issued for services, value | $ 5,625 | $ 23,711 | |
Robert Tankson, Director | Common Stock [Member] | |||
Stock issued for services, share | 28,646 | 43,378 | |
Trevor Reed, Director | |||
Stock issued for services, value | $ 5,625 | $ 18,750 | |
Trevor Reed, Director | Common Stock [Member] | |||
Stock issued for services, share | 28,646 | 33,838 | |
Total Related Party Issuances | |||
Stock issued for services, value | $ 191,250 | $ 454,961 | |
Total Related Party Issuances | Common Stock [Member] | |||
Stock issued for services, share | 515,625 | 618,619 | |
Total Related Party Issuances | Preferred Stock [Member] | |||
Stock issued for services, share | 458,333 | 203,027 | |
Non-Related Party Issuances | |||
Stock issued for services, value | $ 159,257 | $ 762,429 | |
Non-Related Party Issuances | Common Stock [Member] | |||
Stock issued for services, share | 790,617 | 1,366,039 | |
Common Stock [Member] | |||
Stock issued for services, value | $ 569 | $ 1,306 | $ 1,984 |
Stock issued for services, share | 570,029 | 1,306,242 | 1,984,658 |
Preferred stock converted to common | 468,166 | ||
Issuance for cash, share | 10,466 | ||
Shares cancelled, share | (55,556) | ||
Aggregate totals, shares | 14,123,790 | 2,407,734 | |
Conversion of preferred to common (19:1), shares | 5,476,237 | ||
Preferred Stock [Member] | |||
Stock issued for services, value | $ 78 | $ 458 | $ 203 |
Stock issued for services, share | 78,126 | 458,333 | 203,027 |
Preferred stock converted to common | (468,166) | ||
Aggregate totals, shares | (81,946) | (265,139) | |
Conversion of preferred to common (19:1), shares | (288,223) |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Conversion of stock, shares converted | 288,223 | |
Additional common shares owed to various non-related vendors, Shares | 1,482,044 | |
Deemed dividend | $ 25,940 | |
Stock payable, value | 85,000 | |
Additional common shares owed to various non-related vendors, Amount | $ 121,946 | |
Common Stock [Member] | ||
Stock payable | 535,205 | |
Preferred Stock [Member] | ||
Stock payable | 475,737 | |
Two Preferred Shareholders [Member] | Common Stock [Member] | ||
Conversion of stock, share issued | 5,476,237 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies | ||
From October 1, 2022 to September 30, 2023 | $ 31,080 | |
From October 1, 2023 to September 30, 2024 | 15,540 | |
Less imputed interest | 3,135 | |
Net lease liability | 43,485 | |
Current Portion | (28,263) | $ 0 |
Long-term portion | $ 15,222 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Recognition of operating lease liability and right of use asset | $ 56,595 | |||
Discount rate | 10% | 10% | ||
Prestocorp [Member] | New York office Facilities | ||||
Description of lease | two-year term at $2,590 per month expiring in April 2024 | |||
Rent expense | $ 0 | $ 10,739 | $ 21,325 | $ 20,219 |