Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 05, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | CANNABIS SATIVA, INC. | ||
Entity Central Index Key | 0001360442 | ||
Document Type | 10-K/A | ||
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, 2022 | ||
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 | 45,886,878 | ||
Entity Public Float | $ 3,098,477 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-53571 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-1898270 | ||
Entity Address Address Line 1 | 450 Hillside Dr., #A224 | ||
Entity Address City Or Town | Mesquite | ||
Entity Address State Or Province | NV | ||
City Area Code | 89027 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Assure CPA, LLC. | ||
Auditor Location | Spokane, Washington | ||
Entity Address Postal Zip Code | 89024 | ||
Auditor Firm Id | 444 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 97,445 | $ 194,060 |
Investment in equity securities, at fair value | 379,858 | 208,540 |
Total Current Assets | 477,303 | 402,600 |
Advances to related party | 55,666 | 0 |
Right of use asset | 38,968 | 0 |
Property and equipment, net | 2,709 | 1,974 |
Intangible assets, net | 158,943 | 320,806 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 2,570,791 | 2,562,582 |
Current Liabilities | ||
Accounts payable and accrued expenses | 164,411 | 95,031 |
Operating lease liability, current | 28,736 | 0 |
Accrued interest - related parties | 16,374 | 204,613 |
Convertible notes payable | 168,500 | 0 |
Notes payable to related parties | 91,700 | 1,218,038 |
Total Current Liabilities | 469,721 | 1,517,682 |
Long-term liabilities | ||
Operating lease liability, long term | 10,232 | 0 |
Stock payable | 418,156 | 0 |
Total Liabilities | 898,109 | 1,517,682 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; -0- and 777,654 issued and outstanding, respectively | 0 | 778 |
Common stock $0.001 par value; 495,000,000 shares authorized; 45,566,363 and 30,746,865 shares issued and outstanding, respectively | 45,567 | 30,748 |
Additional paid-in capital | 80,939,618 | 79,151,240 |
Accumulated deficit | (80,603,069) | (79,475,968) |
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit) | 382,116 | (293,202) |
Non-Controlling Interest | 1,290,566 | 1,338,102 |
Total Stockholders' Equity | 1,672,682 | 1,044,900 |
Total Liabilities and Stockholders' Equity | $ 2,570,791 | $ 2,562,582 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 0 | 777,654 |
Preferred Stock, Shares Outstanding | 0 | 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 | 45,566,363 | 30,746,865 |
Common Stock, Shares, Outstanding | 45,566,363 | 30,746,865 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 1,558,752 | $ 1,841,558 |
Cost of Revenues | 597,842 | 699,378 |
Gross Profit | 960,910 | 1,142,180 |
Operating Expenses | ||
Professional fees | 488,248 | 581,660 |
Depreciation and amortization | 162,136 | 171,163 |
Wages and salaries | 759,054 | 711,872 |
Advertising | 38,471 | 344,904 |
General and administrative | 828,071 | 1,078,204 |
Total Operating Expenses | 2,275,980 | 2,887,803 |
Loss from Operations | (1,315,070) | (1,745,623) |
Other (Income) and Expenses | ||
Unrealized (gain) loss on investment | (171,318) | 542,442 |
(Gain) loss on sale of investment securities | 0 | (5,000) |
Interest expense | 30,885 | 66,872 |
Total Other (Income) Expenses, Net | (140,433) | 604,314 |
Loss Before Income Taxes | (1,174,637) | (2,349,937) |
Income Taxes | 0 | 0 |
Net Loss From Continuing Operations | (1,174,637) | (2,349,937) |
Net Income (Loss) from Discontinued Operations | ||
Operating loss on discontinued operations | 0 | (234,205) |
Gain on sale of subsidiaries | 164,736 | |
Net Income (Loss) from Discontinued Operations | 0 | (69,469) |
Net Loss | (1,174,637) | (2,419,406) |
Loss attributable to non-controlling interest - GK Manufacturing | 0 | (114,467) |
Loss attributable to non-controlling interest - iBudTender | 0 | (1,614) |
Income (loss) attributable to non-controlling interest - PrestoCorp | (47,536) | 144,304 |
Net Loss Attributable To Cannabis Sativa, Inc. | $ (1,127,101) | $ (2,447,629) |
Net Loss per Common Share: Basic & Diluted | ||
From continuing operations | $ (0.03) | $ (0.08) |
From discontinued operations | 0 | 0 |
Total | $ (0.03) | $ (0.08) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | $ 38,068,401 | $ 29,283,393 |
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 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) |
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, shares | 10,466 | |||||||
Cash proceeds from sale of stock, 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 |
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 interest | 331,884 | 0 | 0 | 0 | 0 | 0 | (45,650) | 377,534 |
Net income (loss) | (2,419,406) | $ 0 | $ 0 | 0 | (2,447,629) | 144,304 | (1,614) | (114,467) |
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 |
Conversion of preferred to common, shares | (947,764) | 947,764 | ||||||
Conversion of preferred to common, amount | 0 | $ (948) | $ 948 | 0 | 0 | 0 | 0 | |
Shares issued for services, shares | 458,333 | 1,306,242 | ||||||
Shares issued for services, amount | 384,568 | $ 458 | $ 1,306 | 382,804 | 0 | 0 | 0 | 0 |
Net income (loss) | (1,174,637) | $ 0 | $ 0 | 0 | (1,127,101) | (47,536) | 0 | 0 |
Conversion of preferred to common (19:1), shares | (288,223) | 5,476,237 | ||||||
Conversion of preferred to common (19:1), amount | 0 | $ (288) | $ 5,476 | (5,188) | 0 | 0 | 0 | 0 |
Shares issued in consideration of notes and accrued interest payable, shares | 7,089,255 | |||||||
Shares issued in consideration of notes and accrued interest payable, amount | 1,417,851 | 0 | $ 7,089 | 1,410,762 | 0 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 45,566,363 | |||||||
Balance, amount at Dec. 31, 2022 | $ 1,672,682 | $ 0 | $ 45,567 | $ 80,939,618 | $ (80,603,069) | $ 1,290,566 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,174,637) | $ (2,419,406) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss (gain) on investments | (171,318) | 542,442 |
Gain on forgiveness of CARES Act Loan | 0 | (5,000) |
Gain on sale of subsidiaries | (164,736) | |
Depreciation and amortization | 162,136 | 188,114 |
Stock issued for services | 384,568 | 1,489,207 |
Stock payable for services | 418,156 | 0 |
Note payable issued for services | 60,000 | 25,000 |
Write off of abandoned equipment | 582 | 0 |
Changes in Assets and Liabilities: | ||
Inventories | 0 | 27,499 |
Prepaid consulting and other current assets | 0 | (11,380) |
Accounts payable and accrued expenses | 69,380 | 20,344 |
Accrued interest - related parties | 15,574 | 60,589 |
Customer deposits | 0 | 1,341 |
Net Cash Used in Operating Activities | (235,559) | (245,986) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (1,590) | 0 |
Advances to related party | (55,666) | 0 |
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 | (57,256) | 22,696 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 0 | 5,000 |
Proceeds from advances from related parties | 0 | 48,083 |
Proceeds from related parties notes payable | 44,040 | 42,160 |
Payments on related parties notes payable | (16,340) | 0 |
Proceeds from convertible note payable | 168,500 | 0 |
Net Cash Provided by Financing Activities | 196,200 | 95,243 |
NET CHANGE IN CASH | (96,615) | (128,047) |
CASH AT BEGINNING OF YEAR | 194,060 | 322,107 |
CASH AT END OF YEAR | 97,445 | 194,060 |
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 | 12 Months Ended |
Dec. 31, 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, 2022 and 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 December 31, 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. 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 $80,603,069 at December 31, 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 generally accepted accounting principles in the United States of America (“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. 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 Measurements and Financial Instruments: 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 investments in equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. The carrying amounts of cash and cash equivalents, convertible debt and balances due to and from related parties approximate fair value given their short-term nature. 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, 2022 and 2021, the Company had 50,000 and 175,000 outstanding warrants, respectively, and -0- and 777,654 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. The number of shares that can be converted per the convertible note agreement cannot be converted until after December 31, 2022 thus are not dilutive as of that date. 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 year ending December 31, 2022, the Company operated one division, the telehealth business operated through PrestoCorp. In the year ending December 31, 2021, 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. 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. 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 group’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-of-use (“ROU”) asset and lease liability on the consolidated balance sheets. ROU assets represent the Company’s right of 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 ROU 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 ROU 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 ROU 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. 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. Reclassifications: Certain reclassifications have been made to conform prior years’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity, and cash flows as previously reported. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021: December 31, 2022 December 31, 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 (1,376,467 ) (1,214,604 ) Net Intangible Assets $ 158,943 $ 320,806 Amortization expense for each of the years ended December 31, 2022 and 2021 was $161,863 and $169,140, respectively. Amortization of intangibles through 2027 is: January 1, 2023 to December 31, 2023 $ 151,686 January 1, 2024 to December 31, 2024 3,054 January 1, 2025 to December 31, 2025 932 January 1, 2026 to December 31, 2026 932 January 1, 2027 to December 31, 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 December 31, 2022 and 2021. The balance of goodwill at December 31, 2022 and 2021 was $1,837,202. |
Sale of Majority Owned Subsidia
Sale of Majority Owned Subsidiaries and Discontinued Operations | 12 Months Ended |
Dec. 31, 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. 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 ) Consideration attributable to the Company 268,116 Less: Net assets of subsidiaries on date of disposition: GKMP 112,350 iBud (8,970 ) Total 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) are provided below. January 1 to Discontinued Operations of GKMP April 22, 2021 REVENUE 75,866 Cost of revenues 91,316 Gross profit (15,450 ) EXPENSES Depreciation and amortization 5,526 Wages and salaries 106,224 Advertising 1,693 General and administrative 104,177 Total expenses 217,620 NET LOSS FROM DISCONTINUED OPERATIONS (233,070 ) January 1 to Discontinued Operations of IBUD April 22, 2021 REVENUE - EXPENSES Depreciation and amortization 1,135 Total expenses 1,135 NET LOSS FROM DISCONTINUED OPERATIONS (1,135 ) Aggregate net loss from discontinued operations (234,205 ) Gain on sale of discontinued operations 164,736 NET LOSS FROM DISCONTINUED OPERATIONS (69,469 ) 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions In addition to items disclosed in Notes 3, 5 and 7, the Company had additional related party transactions during the years ended December 31, 2022 and 2021. Historically, 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 year ended December 31, 2022, David Tobias, the Company’s chief executive officer and director, loaned $44,040 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2022. The Company paid $11,340 on this note during 2022. During the year ended December 31, 2022, the Company and Cathy Carroll, director, entered into a note payable for $55,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2022. The notes payable totaled $60,000 of which $5,000 was paid by the Company during 2022. 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. During 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. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments | |
Investments | 5. Investments At December 31, 2022 and 2021, the Company owns 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At December 31, 2022 and 2021, the fair value of the investment in REFG was $12,358 and $25,540, respectively. The Company recognized a loss on the change in fair value of $13,182 and $134,235 during the years ended December 31, 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 December 31, 2022 and December 31, 2021 was $367,500 and $183,000 resulting in a gain (loss) of $184,500 and ($417,000) for the change in fair value during the years ended December 31, 2022 and 2021, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | 6 Convertible Notes Payable On August 25, 2022 and November 7, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible notes to Diagonal with principal amounts of $104,250 and $64,250, respectively. The notes bear interest at 10% and have terms of one year when payment of principal and interest is due. After 180 days, the notes are convertible into shares of the Company’s common stock the number of which 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. At December 31, 2022, accrued interest payable and interest expense on these notes was $4,546. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 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 on August 8, 2022. 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. Securities Issuances During the years ended December 31, 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 Year Ended December 31, 2022 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 458,333 $ 100,000 Brad Herr, Officer, Director 458,333 - 100,168 Robert Tankson, Director 28,646 - 6,250 Trevor Reed, Director 28,646 - 6,250 Total related party issuances 515,625 458,333 212,668 Non-related party issuances 790,617 - 171,896 Total shares for services 1,306,242 458,333 384,564 Shares issued in consideration of notes and accrued interest - related parties 7,089,255 - 1,417,851 Conversion of preferred to common (1:1) 947,764 (947,764 ) - Conversion of preferred to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,819,498 (777,654 ) $ 1,802,415 During the year ended December 31, 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 Year Ended December 31, 2021 Services Common Preferred Value Related Parties 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 Preferred stock converted to common 622,645 (622,645 ) - Issuance for cash 10,466 - 5,000 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. During the years ended December 31, 2022 and 2021, David Tobias converted 947,764 and 622,645 shares, respectively, of preferred stock into an equal number of common stock in accordance with the terms of the preferred stock. During the year ended December 31, 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 December 31, 2022 consists of 1,306,302 preferred shares and 1,469,590 common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $212,500 based on the fair value of the Company’s common stock at the date of board authorization. An additional 2,393,873 common shares were owed to various non-related vendors at December 31, 2022 valued at $205,656 based on the fair value of the Company’s common stock at the date of board authorization. Subsequent to year end, no issuances of the shares have been made. 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, 2022, 44,425 shares were available for future issuance. Warrants At December 31, 2022 and 2021, the Company has outstanding warrants to purchase 50,000 shares and 175,000 shares, respectively of the Company’s common stock. As of December 31, 2022, the warrants have an exercise price of $2.00 and expire in July and August 2023. During the year ended December 31, 2022, warrants activity consisted of the following: warrants issued – none (2021: none), warrants exercised – none (2021: none), warrants expired – 125,000 (2021: none). There was no activity in warrants during the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies (Notes 6 and 8) | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases. PrestoCorp leased office space through WeWork in New York on a month-to-month basis which ended in April 2022. 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. 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 January 1, 2023 to December 31, 2023 $ 31,080 From January 1, 2024 to April 30, 2024 10,360 Subtotal 41,440 Less imputed interest (2,472 ) Net lease liability 38,968 Current Portion (28,736 ) Long-term portion $ 10,232 Rent expense for the years ended December 31, 2022 and 2021 was $40,720 and $36,922, respectively. 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 December 31, 2022, no claims are outstanding. |
Proposed Merger with MJ Harvest
Proposed Merger with MJ Harvest, Inc. | 12 Months Ended |
Dec. 31, 2022 | |
Proposed Merger with MJ Harvest, Inc. | |
Proposed Merger with MJ Harvest, Inc. | 9. Proposed Merger with MJ Harvest, Inc. 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 second quarter of calendar year 2023. 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, 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, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2022 and 2021 due to ongoing net losses and a valuation allowance. At December 31, 2022 and 2021, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances. At December 31, 2022 and 2021, 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, 2022 and 2021. The components of the Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: 2022 2021 Deferred tax asset: Net operating loss carryforwards $ 3,981,000 $ 3,700,000 Intangibles and goodwill 1,036,000 1,034,000 Investments 66,000 82,000 Other (3,000 ) 45,000 Total deferred tax assets 5,080,000 4,861,000 Valuation allowance (5,080,000 ) (4,861,000 ) Net deferred tax assets $ - $ - At December 31, 2022, the Company had net operating loss carry forwards of approximately $19,000,000 for federal and state purposes, $10,000,000 of which expire between 2023 through 2040. The remaining balance of $9,000,000 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, 2022 is as follows: 2022 2021 Provision (benefit) computed using the statutory rate: $ (247,000 ) $ (562,000 ) Permanent differences 10,000 48,000 Change in estimate 18,000 (4,000 ) Change in valuation allowance 219,000 518,000 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 2019 through 2022. 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. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event | |
Subsequent Event | 11. Subsequent Event On March 22, 2023, the Company issued an aggregate of 2,450,000 restricted shares of common stock of the Company to two persons who are officers of a subsidiary of the Company. The issued shares were bonus shares awarded to the individuals in the first quarter of 2023 and had a fair value of $88,200. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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, 2022 and 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 December 31, 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. |
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 $80,603,069 at December 31, 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 generally accepted accounting principles in the United States of America (“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. |
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 Measurements and Financial Instruments | 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 investments in equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. The carrying amounts of cash and cash equivalents, convertible debt and balances due to and from related parties approximate fair value given their short-term nature. |
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, 2022 and 2021, the Company had 50,000 and 175,000 outstanding warrants, respectively, and -0- and 777,654 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. The number of shares that can be converted per the convertible note agreement cannot be converted until after December 31, 2022 thus are not dilutive as of that date. |
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 year ending December 31, 2022, the Company operated one division, the telehealth business operated through PrestoCorp. In the year ending December 31, 2021, 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. 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. 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 group’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-of-use (“ROU”) asset and lease liability on the consolidated balance sheets. ROU assets represent the Company’s right of 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 ROU 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 ROU 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 ROU 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. |
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. |
Reclassifications | Certain reclassifications have been made to conform prior years’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity, and cash flows as previously reported. |
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) | 12 Months Ended |
Dec. 31, 2022 | |
Intangibles and Goodwill | |
Schedule of Intangible Assets | December 31, 2022 December 31, 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 (1,376,467 ) (1,214,604 ) Net Intangible Assets $ 158,943 $ 320,806 |
Schedule of amortization | January 1, 2023 to December 31, 2023 $ 151,686 January 1, 2024 to December 31, 2024 3,054 January 1, 2025 to December 31, 2025 932 January 1, 2026 to December 31, 2026 932 January 1, 2027 to December 31, 2027 932 |
Sale of Majority Owned Subsid_2
Sale of Majority Owned Subsidiaries and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sale of Majority Owned Subsidiaries and Discontinued Operations | |
Summary of the discontinued operations of GKMP and iBud | January 1 to Discontinued Operations of GKMP April 22, 2021 REVENUE 75,866 Cost of revenues 91,316 Gross profit (15,450 ) EXPENSES Depreciation and amortization 5,526 Wages and salaries 106,224 Advertising 1,693 General and administrative 104,177 Total expenses 217,620 NET LOSS FROM DISCONTINUED OPERATIONS (233,070 ) January 1 to Discontinued Operations of IBUD April 22, 2021 REVENUE - EXPENSES Depreciation and amortization 1,135 Total expenses 1,135 NET LOSS FROM DISCONTINUED OPERATIONS (1,135 ) Aggregate net loss from discontinued operations (234,205 ) Gain on sale of discontinued operations 164,736 NET LOSS FROM DISCONTINUED OPERATIONS (69,469 ) |
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 ) Consideration attributable to the Company 268,116 Less: Net assets of subsidiaries on date of disposition: GKMP 112,350 iBud (8,970 ) Total net assets 103,380 Gain on sale of subsidiaries $ 164,736 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Schedule of related party advance and note payable | Related party notes Accrued interest Total December 31, 2022 David Tobias, CEO & Director $ 32,700 $ 12,482 $ 45,182 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 55,000 986 55,986 Other Affiliates 4,000 1,000 5,000 Totals $ 91,700 $ 16,374 $ 108,074 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) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity | |
Related and non-related parties | Share Issuances in the Year Ended December 31, 2022 Services Common Preferred Value Related Parties David Tobias, Officer, Director - 458,333 $ 100,000 Brad Herr, Officer, Director 458,333 - 100,168 Robert Tankson, Director 28,646 - 6,250 Trevor Reed, Director 28,646 - 6,250 Total related party issuances 515,625 458,333 212,668 Non-related party issuances 790,617 - 171,896 Total shares for services 1,306,242 458,333 384,564 Shares issued in consideration of notes and accrued interest - related parties 7,089,255 - 1,417,851 Conversion of preferred to common (1:1) 947,764 (947,764 ) - Conversion of preferred to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,819,498 (777,654 ) $ 1,802,415 Share Issuances in the Year Ended December 31, 2021 Services Common Preferred Value Related Parties 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 Preferred stock converted to common 622,645 (622,645 ) - Issuance for cash 10,466 - 5,000 Shares cancelled (55,556 ) - (20,000 ) Aggregate Totals 3,293,687 (312,474 ) $ 1,494,207 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies (Notes 6 and 8) | |
Schedule of future lease payments | From January 1, 2023 to December 31, 2023 $ 31,080 From January 1, 2024 to April 30, 2024 10,360 Subtotal 41,440 Less imputed interest (2,472 ) Net lease liability 38,968 Current Portion (28,736 ) Long-term portion $ 10,232 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of components of deferred tax assets | 2022 2021 Deferred tax asset: Net operating loss carryforwards $ 3,981,000 $ 3,700,000 Intangibles and goodwill 1,036,000 1,034,000 Investments 66,000 82,000 Other (3,000 ) 45,000 Total deferred tax assets 5,080,000 4,861,000 Valuation allowance (5,080,000 ) (4,861,000 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | 2022 2021 Provision (benefit) computed using the statutory rate: $ (247,000 ) $ (562,000 ) Permanent differences 10,000 48,000 Change in estimate 18,000 (4,000 ) Change in valuation allowance 219,000 518,000 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, 2022 | Dec. 31, 2021 | |
Accumulated deficit | $ 80,603,069 | $ 79,475,968 |
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 | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
Property and Equipment, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Property and Equipment, Useful Life | 10 years | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,000 | 175,000 |
Convertible Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 777,654 |
GK Manufacturing Inc | ||
Equity Method Investment, Ownership Percentage | 51% | |
IBud [Member] | ||
Equity Method Investment, Ownership Percentage | 50.10% | |
Preferred Stock [Member] | ||
Equity Method Investment, Ownership Percentage | 51% |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Less: Accumulated Amortization | $ (1,376,467) | $ (1,214,604) |
Finite-Lived Intangible Assets, Gross | 1,535,410 | 1,535,410 |
Finite-Lived Intangible Assets, Net | 158,943 | 320,806 |
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 |
Preferred Stock [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 13,999 | $ 13,999 |
Intangibles and Goodwill (Det_2
Intangibles and Goodwill (Details 1) | Dec. 31, 2022 USD ($) |
Intangibles and Goodwill | |
January 1, 2023 to December 31, 2023 | $ 151,686 |
January 1, 2024 to December 31, 2024 | 3,054 |
January 1, 2025 to December 31, 2025 | 932 |
January 1, 2026 to December 31, 2026 | 932 |
January 1, 2027 to December 31, 2027 | $ 932 |
Intangibles and Goodwill (Det_3
Intangibles and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 161,863 | $ 169,140 |
Goodwill | 1,837,202 | 1,837,202 |
Prestocorp [Member] | August 1, 2017 [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 | 5 years |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 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, 2022 | |
Total consideration | $ 600,000 | |
Consideration attributable to the Company | 268,116 | |
Non-controlling interests | (331,884) | |
Net assets | 103,380 | |
Gain on sale of subsidiaries | $ 164,736 | |
Total consideration | 600,000 | |
GK Manufacturing Inc | ||
Net assets | $ 112,350 | |
IBud [Member] | ||
Net assets | (8,970) | |
Preferred Stock [Member] | ||
Total consideration | 300,000 | |
Total consideration | 1,500,000 | |
Common Stock [Member] | ||
Total consideration | $ 300,000 | $ 300,000 |
Total consideration | 1,500,000 | 300,000 |
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, 2022 | Dec. 31, 2021 | |
REVENUE | $ 1,558,752 | $ 1,841,558 | |
Cost of revenues | 597,842 | 699,378 | |
Gross profit | 960,910 | 1,142,180 | |
Depreciation and amortization | 162,136 | 171,163 | |
Wages and salaries | 759,054 | 711,872 | |
Advertising | 38,471 | 344,904 | |
General and administrative | 828,071 | 1,078,204 | |
Expenses | |||
NET LOSS FROM DISCONTINUED OPERATIONS | $ 0 | $ (69,469) | |
G K M P [Member] | |||
REVENUE | $ 75,866 | ||
Cost of revenues | 91,316 | ||
Gross profit | (15,450) | ||
Depreciation and amortization | 5,526 | ||
Wages and salaries | 106,224 | ||
Advertising | 1,693 | ||
General and administrative | 104,177 | ||
Total expenses | 217,620 | ||
NET LOSS FROM DISCONTINUED OPERATIONS | (233,070) | ||
Expenses | |||
Total expenses | 217,620 | ||
IBud [Member] | |||
REVENUE | 0 | ||
Depreciation and amortization | 1,135 | ||
Total expenses | 1,135 | ||
Expenses | |||
Total expenses | 1,135 | ||
NET LOSS FROM DISCONTINUED OPERATION | (1,135) | ||
Aggregate net loss from discontinued operations | (234,205) | ||
Gain on sale of discontinued operations | 164,736 | ||
NET LOSS FROM DISCONTINUED OPERATIONS | $ (69,469) |
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, 2022 | Dec. 31, 2021 | |
Gain on sale of subsidiaries | $ 164,470 | ||
Sale of stock value | $ 600,000 | ||
Sale of transaction | 600,000 | ||
Common Stock [Member] | |||
Sale of stock value | $ 300,000 | $ 300,000 | |
Sale of transaction | 1,500,000 | 300,000 | |
Share Price | $ 0.20 | ||
Preferred Stock [Member] | |||
Sale of stock value | $ 300,000 | ||
Sale of transaction | 1,500,000 | ||
Equity Method Investment, Ownership Percentage | 51% | ||
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable to Related Parties | $ 91,700 | $ 1,218,038 |
Accrued interest - related parties | 16,374 | 204,613 |
Total | 108,074 | 1,422,651 |
Other Affiliates [Member] | ||
Notes Payable to Related Parties | 4,000 | 4,000 |
Accrued interest - related parties | 1,000 | 800 |
Total | 5,000 | 4,800 |
David Tobias, CEO & | ||
Notes Payable to Related Parties | 32,700 | 986,538 |
Accrued interest - related parties | 12,482 | 169,057 |
Total | 45,182 | 1,155,595 |
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 |
Cathy Carroll, Director | ||
Notes Payable to Related Parties | 55,000 | 75,000 |
Accrued interest - related parties | 986 | 7,068 |
Total | $ 55,986 | $ 82,068 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Interest Expense | $ 16,374 | $ 66,872 |
Common stock, shares issued in settlement | 7,089,255 | |
Repayments of notes payable | $ 16,340 | 0 |
Notes payable related party | 1,214,038 | |
Accrued interest | 203,813 | |
Advances to related party | $ 55,666 | 0 |
David Tobias [Member] | ||
Principal Amount | $ 42,160 | |
Due Date | Dec. 31, 2021 | |
Interest rate | 5% | |
Cathy Carroll, Director | ||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Repayments of notes payable | $ 5,000 | |
Principal Amount | $ 25,000 | |
Due Date | Dec. 31, 2021 | |
Interest rate | 5% | |
Note Payable | 60,000 | |
Consultant [Member] | ||
Other General and Administrative Expense | $ 26,389 | $ 111,100 |
David Tobias, Director | ||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Repayments of notes payable | $ 11,340 | |
Principal Amount | $ 42,160 | |
Advances to related party | 55,666 | |
Due Date | Dec. 31, 2021 | |
Interest rate | 5% | |
Note Payable | $ 44,040 | |
Minimum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Maximum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Issued During Period, Shares, Purchase of Assets | 8,238,769 | 8,238,769 |
Recognized unrealized gains (losses) on investment | $ 13,182 | $ 134,235 |
Share price | $ 0.20 | |
Fair value of investment | 66,000 | $ 82,000 |
Unrealized gain on investment | (171,318) | 542,442 |
C B D G [Member] | ||
Fair value of investment | 367,500 | 183,000 |
Proceeds from sales of equity | $ 600,000 | |
Percentage of voting share held by director | 15% | |
Unrealized gain on investment | 184,500 | $ (417,000) |
C B D G [Member] | Preferred Stock One [Member] | ||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | |
C B D G [Member] | Common Stock One [Member] | ||
Stock Issued During Period, Shares, Purchase of Assets | 1,500,000 | |
R E F G [Member] | ||
Fair value of investment | $ 12,358 | $ 25,540 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 07, 2022 | Aug. 25, 2022 | Dec. 31, 2022 | |
Accrued interest payable and interest expense | $ 4,546 | ||
Diagonal Lending, LLC [Member] | |||
Principal Amount | $ 64,250 | $ 104,250 | |
Interest rate | 10% | 10% | |
Principal balance outstanding lowest trading price, percentage | 65% | 65% |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock issued for services, value | $ 384,568 | $ 1,509,207 |
Shares issued in consideration of notes and accrued interest - related parties, value | 1,417,851 | |
Aggregate totals, value | $ 1,802,415 | 1,494,207 |
Issuance for cash, value | 5,000 | |
Shares cancelled, value | $ (20,000) | |
Common Stocks [Member] | ||
Preferred stock converted to common | 622,645 | |
Issuance for cash, share | 10,466 | |
Shares cancelled, share | (55,556) | |
Aggregate totals, shares | 14,819,498 | 3,293,687 |
Conversion of preferred to common (1:1), shares | 947,764 | |
Conversion of preferred to common (19:1), shares | 5,476,237 | |
Preferred Stocks [Member] | ||
Preferred stock converted to common | (622,645) | |
Aggregate totals, shares | (777,654) | (312,474) |
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 | $ 100,000 | $ 150,000 |
David Tobias, Officer, Director | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | 310,171 |
Brad Herr, Officer, Director | ||
Stock issued for services, value | $ 100,168 | $ 250,000 |
Brad Herr, Officer, Director | Common Stock [Member] | ||
Stock issued for services, share | 458,333 | 516,949 |
Robert Tankson, Director | ||
Stock issued for services, value | $ 6,250 | $ 29,961 |
Robert Tankson, Director | Common Stock [Member] | ||
Stock issued for services, share | 28,646 | 61,236 |
Trevor Reed, Director | ||
Stock issued for services, value | $ 6,250 | $ 25,000 |
Trevor Reed, Director | Common Stock [Member] | ||
Stock issued for services, share | 28,646 | 51,696 |
Total Related Party Issuances | ||
Stock issued for services, value | $ 212,668 | $ 567,461 |
Total Related Party Issuances | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | 310,171 |
Total Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 515,625 | 832,908 |
Non-Related Party Issuances | ||
Stock issued for services, value | $ 171,896 | $ 941,746 |
Non-Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 790,617 | 1,883,224 |
Total shares for services [Member] | ||
Stock issued for services, value | $ 384,564 | $ 1,509,207 |
Total shares for services [Member] | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | 310,171 |
Conversion of preferred to common (1:1), shares | (947,764) | |
Total shares for services [Member] | Common Stock [Member] | ||
Stock issued for services, share | 1,306,242 | 2,716,132 |
Shares issued in consideration of notes and accrued interest - related parties, shares | 7,089,255 |
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, 2022 | Dec. 31, 2021 | |
Conversion of stock, shares issued | 947,764 | 622,645 | |||
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 | |||
Conversion of stock, shares converted | 288,223 | ||||
Deemed dividend | $ 25,940 | ||||
Stock payable, value | $ 212,500 | ||||
Additional common shares owed to various non-related vendors, Shares | 2,393,873 | ||||
Additional common shares owed to various non-related vendors, Amount | $ 205,656 | ||||
Preferred Stock [Member] | |||||
Stock payable | 1,306,302 | ||||
Common Stock [Member] | |||||
Stock payable | 1,469,590 | ||||
Two Preferred Shareholders [Member] | |||||
Conversion of stock, shares issued | 5,476,237 | ||||
Warrants | |||||
Warrants expired | 125,000 | ||||
Outstanding warrants | 50,000 | 175,000 | |||
Exercise price | $ 2 | ||||
2017 Stock Plan | |||||
Common Stock issued to compensate employees and consultants | 3,000,000 | ||||
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 | ||||
2021 Stock Plan | |||||
Shares available for future issuance | 44,425 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and contingencies (Notes 6 and 8) | ||
From January 1, 2023 to December 31, 2023 | $ 31,080 | |
From January 1, 2024 to April 30, 2024 | 10,360 | |
Subtotal | 41,440 | |
Less imputed interest | 2,472 | |
Net lease liability | 38,968 | |
Current Portion | (28,736) | $ 0 |
Long-term portion | $ 10,232 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Recognition of operating lease liability and right of use asset | $ 56,595 | |
Discount rate | 10% | |
Prestocorp [Member] | New York office Facilities | ||
Description of lease | two-year term at $2,590 per month expiring in April 2024 | |
Rent expense | $ 40,720 | $ 36,922 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,981,000 | $ 3,700,000 |
Goodwill and intangibles | 1,036,000 | 1,034,000 |
Investments | 66,000 | 82,000 |
Other | (3,000) | 45,000 |
Total deferred tax assets | 5,080,000 | 4,861,000 |
Valuation allowance | (5,080,000) | (4,861,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Provision (benefit) computed using the statutory rate | $ (247,000) | $ (562,000) |
Permanent differences | 10,000 | 48,000 |
Change in estimate | 18,000 | (4,000) |
Change in valuation allowance | 219,000 | 518,000 |
Total income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Operating loss carry forwards | $ 10,000,000 | |
Federal and state Operating loss carry forwards | $ 19,000,000 | |
Federal and state Operating loss carry forwards expiartion date | between 2023 through 2040 | |
Utilization of Remaining balance of Taxable income, Description | The remaining balance of $9,000,000 will never expire but utilization is limited to 80% of taxable income in any future year |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 22, 2023 | |
Restricted common stock, shares issued | $ 2,450,000 | |
Fair value of bonus shares awarded | $ 88,200 |