Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
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 | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 72,214,039 | |
Entity File Number | 000-53571 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-1898270 | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 114,912 | $ 97,445 |
Investment in equity securities, at fair value | 30,000 | 379,858 |
Right of use asset | 17,687 | 0 |
Total Current Assets | 162,599 | 477,303 |
Advances to related party | 75,054 | 55,666 |
Right of use asset | 0 | 38,968 |
Property and equipment, net | 2,504 | 2,709 |
Intangible assets, net | 45,180 | 158,943 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 2,122,539 | 2,570,791 |
Current Liabilities | ||
Accounts payable and accrued expenses | 69,058 | 164,411 |
Operating lease liability, current | 17,687 | 28,736 |
Accrued interest - related parties | 16,524 | 16,374 |
Convertible notes payable | 164,568 | 168,500 |
Notes payable to related parties | 163,420 | 91,700 |
Total Current Liabilities | 431,257 | 469,721 |
Long-term liabilities | ||
Operating lease liability, long term | 0 | 10,232 |
Stock payable | 665,595 | 418,156 |
Total Liabilities | 1,096,852 | 898,109 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; -0- and 777,654 issued and outstanding, respectively | 0 | 0 |
Common stock $0.001 par value; 495,000,000 shares authorized; 59,827,210 and 45,566,363 shares issued and outstanding, respectively | 59,828 | 45,567 |
Additional paid-in capital | 81,273,471 | 80,939,618 |
Accumulated deficit | (81,686,225) | (80,603,069) |
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit) | (352,926) | 382,116 |
Non-Controlling Interest | 1,378,613 | 1,290,566 |
Total Stockholders' Equity | 1,025,687 | 1,672,682 |
Total Liabilities and Stockholders' Equity | $ 2,122,539 | $ 2,570,791 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 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 | 59,827,210 | 45,566,363 |
Common Stock, Shares, Outstanding | 59,827,210 | 45,566,363 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED | ||||
Revenues | $ 271,207 | $ 383,079 | $ 939,772 | $ 1,262,868 |
Cost of Revenues | 102,472 | 149,943 | 328,481 | 479,173 |
Gross Profit | 168,735 | 233,136 | 611,291 | 783,695 |
Operating Expenses | ||||
Professional fees | 61,065 | 208,515 | 222,963 | 419,923 |
Depreciation and amortization | 37,989 | 39,440 | 113,968 | 124,147 |
Wages and salaries | 143,935 | 188,622 | 468,728 | 559,533 |
Advertising | 1,637 | 1,599 | 9,113 | 33,128 |
General and administrative | 145,633 | 177,658 | 435,221 | 534,022 |
Total Operating Expenses | 390,259 | 615,834 | 1,249,993 | 1,670,753 |
Loss from Operations | (221,524) | (382,698) | (638,702) | (887,058) |
Other (Income) and Expenses | ||||
Unrealized (gain) loss on investment | (28,800) | (300,295) | 185,083 | (404,937) |
Employee Retention Credit | (139,970) | 0 | (139,970) | 0 |
Loss on debt settlement | 88,591 | 0 | 99,118 | 0 |
Loss on sale of investment securities | 0 | 0 | 155,735 | 0 |
Interest expense | 37,327 | 4,228 | 56,441 | 23,399 |
Total Other (Income) Expenses, Net | (42,852) | (296,067) | 356,407 | (381,538) |
Loss Before Income Taxes | (178,672) | (86,631) | (995,109) | (505,520) |
Income Taxes | 0 | 0 | 0 | 0 |
Net Loss for the Period | (178,672) | (86,631) | (995,109) | (505,520) |
Income (loss) attributable to non-controlling interest - PrestoCorp | 49,076 | (19,073) | 88,047 | 3,494 |
Net Loss for the Period Attributable To Cannabis Sativa, Inc. | $ (227,748) | $ (67,558) | $ (1,083,156) | $ (509,014) |
Net Loss for the Period per Common Share: Basic & Diluted | $ 0 | $ 0 | $ (0.02) | $ (0.01) |
Basic & Diluted | 52,119,640 | 44,797,896 | 48,676,647 | 35,674,130 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Non Controlling Interest Prestocorp |
Balance, shares at Dec. 31, 2021 | 30,746,865 | 777,654 | ||||
Balance, amount at Dec. 31, 2021 | $ 1,044,900 | $ 30,748 | $ 778 | $ 79,151,240 | $ (79,475,968) | $ 1,338,102 |
Net loss for period | (100,353) | $ 0 | $ 0 | 0 | (90,891) | (9,462) |
Balance, shares at Mar. 31, 2022 | 30,746,865 | 777,654 | ||||
Balance, amount at Mar. 31, 2022 | 944,547 | $ 30,748 | $ 778 | 79,151,240 | (79,566,859) | 1,328,640 |
Balance, shares at Dec. 31, 2021 | 30,746,865 | 777,654 | ||||
Balance, amount at Dec. 31, 2021 | 1,044,900 | $ 30,748 | $ 778 | 79,151,240 | (79,475,968) | 1,338,102 |
Net loss for period | (505,520) | |||||
Balance, shares at Sep. 30, 2022 | 44,870,655 | 695,708 | ||||
Balance, amount at Sep. 30, 2022 | 2,307,738 | $ 44,871 | $ 696 | 80,905,557 | (79,984,982) | 1,341,596 |
Balance, shares at Mar. 31, 2022 | 30,746,865 | 777,654 | ||||
Balance, amount at Mar. 31, 2022 | 944,547 | $ 30,748 | $ 778 | 79,151,240 | (79,566,859) | 1,328,640 |
Net loss for period | (318,536) | $ 0 | $ 0 | 0 | (350,565) | 32,029 |
Conversion of preferred to common (1:1), shares | 131,880 | (131,880) | ||||
Conversion of preferred to common (1:1), amount | 0 | $ 132 | $ (132) | 0 | 0 | 0 |
Conversion of preferred to common (19:1), shares | 5,476,237 | (288,223) | ||||
Conversion of preferred to common (19:1), amount | 0 | $ 5,476 | $ (288) | (5,188) | 0 | 0 |
Shares issued for services, shares | 1,306,242 | 458,333 | ||||
Shares issued for services, amount | 350,507 | $ 1,306 | $ 458 | 348,743 | 0 | 0 |
Shares issued in consideration of notes and interest payable - related parties, shares | 7,089,255 | |||||
Shares issued in consideration of notes and interest payable - related parties, amount | 1,417,851 | $ 7,089 | $ 0 | 1,410,762 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 44,750,479 | 815,884 | ||||
Balance, amount at Jun. 30, 2022 | 2,394,369 | $ 44,751 | $ 816 | 80,905,557 | (79,917,424) | 1,360,669 |
Net loss for period | (86,631) | $ 0 | $ 0 | 0 | (67,558) | (19,073) |
Conversion of preferred to common (1:1), shares | 120,176 | (120,176) | ||||
Conversion of preferred to common (1:1), amount | 0 | $ 120 | $ (120) | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 44,870,655 | 695,708 | ||||
Balance, amount at Sep. 30, 2022 | 2,307,738 | $ 44,871 | $ 696 | 80,905,557 | (79,984,982) | 1,341,596 |
Balance, shares at Dec. 31, 2022 | 45,566,363 | |||||
Balance, amount at Dec. 31, 2022 | 1,672,682 | $ 45,567 | 0 | 80,939,618 | (80,603,069) | 1,290,566 |
Net loss for period | (500,101) | $ 0 | 0 | 0 | (522,922) | 22,821 |
Common Stock Issued - Note Payable Conversion, shares | 320,513 | |||||
Common Stock Issued - Note Payable Conversion, amount | 25,637 | $ 321 | 0 | 25,316 | 0 | 0 |
Balance, shares at Mar. 31, 2023 | 45,886,876 | |||||
Balance, amount at Mar. 31, 2023 | 1,198,218 | $ 45,888 | 0 | 80,964,934 | (81,125,991) | 1,313,387 |
Balance, shares at Dec. 31, 2022 | 45,566,363 | |||||
Balance, amount at Dec. 31, 2022 | 1,672,682 | $ 45,567 | 0 | 80,939,618 | (80,603,069) | 1,290,566 |
Net loss for period | (995,109) | |||||
Balance, shares at Sep. 30, 2023 | 59,827,210 | |||||
Balance, amount at Sep. 30, 2023 | 1,025,687 | $ 59,828 | 0 | 81,273,471 | (81,686,225) | 1,378,613 |
Balance, shares at Mar. 31, 2023 | 45,886,876 | |||||
Balance, amount at Mar. 31, 2023 | 1,198,218 | $ 45,888 | 0 | 80,964,934 | (81,125,991) | 1,313,387 |
Net loss for period | (316,336) | $ 0 | 0 | 0 | (332,486) | 16,150 |
Shares issued for services, shares | 2,450,000 | |||||
Shares issued for services, amount | 88,200 | $ 2,450 | 0 | 85,750 | 0 | 0 |
Common Stock Issued - Note Payable Conversion, shares | 1,711,397 | |||||
Common Stock Issued - Note Payable Conversion, amount | 39,000 | $ 1,711 | 0 | 37,289 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 50,048,273 | |||||
Balance, amount at Jun. 30, 2023 | 1,009,082 | $ 50,049 | 0 | 81,087,973 | (81,458,477) | 1,329,537 |
Net loss for period | (178,672) | $ 0 | 0 | 0 | (227,748) | 49,076 |
Common Stock Issued - Note Payable Conversion, shares | 9,778,937 | |||||
Common Stock Issued - Note Payable Conversion, amount | 195,277 | $ 9,779 | 0 | 185,498 | 0 | 0 |
Balance, shares at Sep. 30, 2023 | 59,827,210 | |||||
Balance, amount at Sep. 30, 2023 | $ 1,025,687 | $ 59,828 | $ 0 | $ 81,273,471 | $ (81,686,225) | $ 1,378,613 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (995,109) | $ (505,520) |
Adjustments to reconcile net loss for the period to net cash used in operating activities: | ||
Unrealized loss (gain) on investments | 185,083 | (404,937) |
Interest Expense - Default on Notes | 21,223 | 0 |
Depreciation and amortization | 113,968 | 124,147 |
Loss on debt settlement | 99,231 | 0 |
Loss on sale of investment securities | 155,735 | 0 |
Stock issued for services | 88,200 | 350,507 |
Stock payable for services | 319,701 | 206,946 |
Note payable issued for services | 70,000 | 45,000 |
Write off of abandoned equipment | 0 | 583 |
Changes in Assets and Liabilities: | ||
Accounts payable and accrued expenses | (90,142) | 47,020 |
Accrued interest - related parties | 150 | 15,524 |
Net Cash Used in Operating Activities | (31,960) | (120,730) |
Cash Flows from Investing Activities: | ||
Cash purchase of equipment | 0 | (1,590) |
Proceeds from sale of stock held for investment | 9,040 | 0 |
Advances to related party | (19,388) | 0 |
Net Cash Used in Investing Activities | (10,348) | (1,590) |
Cash Flows from Financing Activities: | ||
Proceeds from related parties notes payable, net | 26,719 | 38,540 |
Proceeds from convertible note payable | 33,056 | 104,250 |
Net Cash Provided by Financing Activities | 59,775 | 142,790 |
NET CHANGE IN CASH | 17,467 | 20,470 |
CASH AT BEGINNING OF PERIOD | 97,445 | 194,060 |
CASH AT END OF PERIOD | 114,912 | 214,530 |
Noncash investing and financing activities | ||
Shares issued in consideration of notes and interest payable - related parties | 30,000 | 1,417,851 |
Recognition of operating lease liability and right of use asset | 0 | 56,595 |
Shares issued in consideration of convertible notes payable | $ 160,236 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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”). 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, 2022 through September 30, 2023 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, 2023 may not be indicative of the results expected for the full year ending December 31, 2023. 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, 2022. 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, 2022, as filed with the United States Securities and Exchange Commission on April 20, 2023. 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, 2023, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2023. 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 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. All significant inter-company balances have been eliminated in consolidation. Going Concern: The Company has an accumulated deficit of $81,686,225 at September 30, 2023, 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. 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 nine months ended September 30, 2023 and 2022, 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 can be converted after December 31, 2022 thus are dilutive as of September 30, 2023. 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, 2023 | |
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, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 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 (1,490,230 ) (1,376,467 ) Net Intangible Assets $ 45,180 $ 158,943 Amortization expense for the three and nine months ended September 30, 2023 and 2022 was $37,921 (2022: $39,372) and $113,763 (2022: $123,942), respectively. Amortization of intangibles through 2029 is: October 1, 2023 to September 30, 2024 $ 40,744 October 1, 2024 to September 30, 2025 932 October 1, 2025 to September 30, 2026 932 October 1, 2026 to September 30, 2027 932 October 1, 2027 to September 30, 2028 932 October 1, 2028 to September 30, 2029 708 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, 2023 and December 31, 2022. The balance of goodwill at September 30, 2023 and December 31, 2022 was $1,837,202. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 3. Related Party Transactions In addition to items disclosed in Note 6, the Company had additional related party transactions during the nine months ended September 30, 2023 and 2022. 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 nine months ended September 30, 2023, David Tobias, the Company’s chief executive officer and director, loaned $22,721 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2023. During the nine months ended September 30, 2023, 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 8% per annum and is due December 31, 2024. The note payable totaled $100,000 and $55,000 at September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023, 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 $16,374 and $66,872, respectively. The following tables reflect the related party note payable balances. Related party notes Accrued interest Total September 30, 2023 David Tobias, CEO & Director $ 59,420 $ 12,482 $ 71,902 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 100,000 986 100,986 Other Affiliates 4,000 1,150 5,150 Totals $ 163,420 $ 16,524 $ 179,944 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 During the three and nine months ended September 30, 2023 and 2022, the Company incurred approximately $-0- (2022: $-0-) and $-0- (2022: $26,389), respectively, for consulting services from a nephew of the Company’s president. The services were accrued at September 30, 2022 and paid in common stock. These amounts are included in the statements of operations in general and administrative expenses. At September 30, 2023 and December 31, 2022, the Company has a balance due from MJ Harvest, Inc., with whom the Company plans to merge, of $75,054 and $55,666 (see Note 8). The amount is included in advances to related party on the condensed consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating expenses. At September 30, 2023 and December 31, 2022 the Company had stock payable in the amount $521,874 and $345,893 due to related parties; directors and contract officers. Income Statement Nine months ended September 30, 2023 Nine months ended September 30, 2022 Directors' fee $ 35,625 $ 45,000 Outside services 178,125 318,750 Management fee 77,201 141,000 Payroll expenses 37,044 -0- |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments | |
Investments | 4. Investments At September 30, 2023 and December 31, 2022, the Company owns -0- and 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At September 30, 2023 and December 31, 2022, the fair value of the investment in REFG was $-0- and $12,358, respectively. The Company sold all of its position in REFG during the nine months ended September 30, 2023 and recognized a loss on the sale of investment securities in the amount of $155,735. 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. 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, 2023 and December 31, 2022 was $30,000 and $367,500 resulting in a gain (loss) of $28,800 (2022: $300,295) and ($337,500) (2022: $404,937) for the change in fair value during the three and nine months ended September 30, 2023 and 2022, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | 5. 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. During the nine months ended September 30, 2023, Diagonal converted $134,250 of their notes payable plus $26,435 of default proceeds and interest into 11,810,847 shares of common stock. As of September 30, 2023 amount due to Diagonal is $34,250. On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $72,262. As stated in the January 1, 2023 agreement Ms Merrill’s contract compensation will also be added to the note for her services through September 30, 2023 in the amount of $25,000. Total note payable at September 30, 2023 is $97,262. The note bears interest at 8% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 20% discount. Both methods are calculated using the lowest 3 closing prices during the 15 trading days preceding the first day of the next calendar quarter. On September 18, 2023 the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $33,055. The maturity date is nine months after the issue date, accruing interest at 12% per annum and can be converted after 180 days from date of issue at a fixed rate of $0.01 per share. At September 30, 2023 and December 31, 2022, accrued interest payable and interest expense on these notes was $14,433 and $4,546. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders Equity | |
Stockholders' Equity | 6. 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 nine months ended September 30, 2023, 11,811,847 shares of common stock were issued to convert $160,685 of a notes payable to a non-related party. See Note 5. During the nine months ended September 30, 2023, 2,450,000 shares of common stock were issued to pay bonuses in the amount of $88,200. Stock payable at September 30, 2023 consists of preferred shares and common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $521,874 based on the fair value of the Company’s common stock at the date of board authorization. Stock payable at December 31, 2022 consists preferred shares and common shares, respectively, 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. Common shares were owed to various non-related vendors at September 30, 2023 and December 31, 2022 valued at $143,721 and $205,656, respectively, 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 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 September 30, 2023, 44,425 shares were available for future issuance. Warrants At September 30, 2023 and December 31, 2022, the Company has outstanding warrants to purchase 50,000 shares of the Company’s common stock. As of September 30, 2023, the warrants have an exercise price of $2.00 and expire in July and August 2023. During the nine months ended September 30, 2023 and 2022, warrants activity consisted of the following: warrants issued – none (2022: none), warrants exercised – none (2022: none), warrants expired – none (2022: none). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and contingencies (Notes 6 and 8) | |
Commitments and Contingencies | 7. 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 October 1, 2023 to September 30, 2024 $ 18,130 Less imputed interest (443 ) Net lease liability 17,687 Current Portion (17,687 ) Long-term portion $ -0- Rent expense for the three and nine months ended September 30, 2023 and 2022 was $9,119 (2022: $-0-) and $26,698 (2022: $21,325), 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 September 30, 2023, no claims are outstanding. |
Proposed Merger with MJ Harvest
Proposed Merger with MJ Harvest Inc | 9 Months Ended |
Sep. 30, 2023 | |
Proposed Merger with MJ Harvest Inc | |
Proposed Merger with MJ Harvest, Inc. | 8. 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. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event | |
Subsequent Event | 9. Subsequent Event Subsequent to September 30, 2023 the remaining convertible note of $34,250 was converted in full to 12,386,827 shares of common stock, which included $1,530 of accrued interest. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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”). 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, 2022 through September 30, 2023 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, 2023 may not be indicative of the results expected for the full year ending December 31, 2023. 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, 2022. 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, 2022, as filed with the United States Securities and Exchange Commission on April 20, 2023. 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, 2023, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2023. 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 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. All significant inter-company balances have been eliminated in consolidation. |
Going Concern | The Company has an accumulated deficit of $81,686,225 at September 30, 2023, 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. |
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 nine months ended September 30, 2023 and 2022, 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 can be converted after December 31, 2022 thus are dilutive as of September 30, 2023. |
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, 2023 | |
Intangibles and Goodwill | |
Schedule of Intangible Assets | September 30, 2023 December 31, 2022 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 (1,490,230 ) (1,376,467 ) Net Intangible Assets $ 45,180 $ 158,943 |
Schedule of amortization | October 1, 2023 to September 30, 2024 $ 40,744 October 1, 2024 to September 30, 2025 932 October 1, 2025 to September 30, 2026 932 October 1, 2026 to September 30, 2027 932 October 1, 2027 to September 30, 2028 932 October 1, 2028 to September 30, 2029 708 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Schedule of related party advance and note payable | Related party notes Accrued interest Total September 30, 2023 David Tobias, CEO & Director $ 59,420 $ 12,482 $ 71,902 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 100,000 986 100,986 Other Affiliates 4,000 1,150 5,150 Totals $ 163,420 $ 16,524 $ 179,944 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 |
Schedule of Income Statement | Nine months ended September 30, 2023 Nine months ended September 30, 2022 Directors' fee $ 35,625 $ 45,000 Outside services 178,125 318,750 Management fee 77,201 141,000 Payroll expenses 37,044 -0- |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and contingencies (Notes 6 and 8) | |
Schedule of future lease payments | From October 1, 2023 to September 30, 2024 $ 18,130 Less imputed interest (443 ) Net lease liability 17,687 Current Portion (17,687 ) Long-term portion $ -0- |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated deficit | $ (81,686,225) | $ (80,603,069) | |
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 | |
Cannabis Sativa [Member] | Internet Domain Names [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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total Intangibles | $ 1,535,410 | $ 1,535,410 |
Less: Accumulated Amortization | (1,490,230) | (1,376,467) |
Net Intangible Assets | 45,180 | 158,943 |
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, 2023 USD ($) |
Intangibles and Goodwill | |
October 1, 2023 to September 30, 2024 | $ 40,744 |
October 1, 2024 to September 30, 2025 | 932 |
October 1, 2025 to September 30, 2026 | 932 |
October 1, 2026 to September 30, 2027 | 932 |
October 1, 2027 to September 30, 2028 | 932 |
October 1, 2028 to September 30, 2029 | $ 708 |
Intangibles and Goodwill (Det_3
Intangibles and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Amortization of Intangible Assets | $ 37,921 | $ 39,372 | $ 113,763 | $ 123,942 | |
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 | $ 1,173,000 | $ 1,173,000 | $ 1,173,000 | ||
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Notes Payable to Related Parties | $ 163,420 | $ 91,700 |
Accrued interest - related parties | 16,524 | 16,374 |
Total | 179,944 | 108,074 |
New Compendium Affiliate [Member] | ||
Notes Payable to Related Parties | 0 | 0 |
Accrued interest - related parties | 1,906 | 1,906 |
Total | 1,906 | 1,906 |
Other Affiliates [Member] | ||
Notes Payable to Related Parties | 4,000 | 4,000 |
Accrued interest - related parties | 1,150 | 1,000 |
Total | 5,150 | 5,000 |
David Tobias, CEO & | ||
Notes Payable to Related Parties | 59,420 | 32,700 |
Accrued interest - related parties | 12,482 | 12,482 |
Total | 71,902 | 45,182 |
Cathy Carroll, Director | ||
Notes Payable to Related Parties | 100,000 | 55,000 |
Accrued interest - related parties | 986 | 986 |
Total | $ 100,986 | $ 55,986 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transactions | ||
Directors' fee | $ 35,625 | $ 45,000 |
Outside services | 178,125 | 318,750 |
Management fee | 77,201 | 141,000 |
Payroll expanses | $ 37,044 | $ 0 |
Related Party Transactions (D_3
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Interest Expense | $ 16,374 | $ 66,872 | |||
Advances to related party | $ 75,054 | $ 75,054 | $ 55,666 | ||
Interest rate | 12% | ||||
Cathy Carroll, Director | |||||
Compensation due for services | $ 45,000 | ||||
Interest rate | 8% | ||||
Note Payable | 100,000 | $ 100,000 | 55,000 | ||
Directors And Contract Officers [Member] | |||||
Stock payable due to related parties | 626,796 | 345,893 | |||
David Tobias, Director | |||||
Advances to related party | 75,054 | $ 75,054 | 55,666 | ||
Interest rate | 5% | ||||
Note Payable | 22,721 | $ 22,721 | |||
Consultant [Member] | |||||
Other General and Administrative Expense | 0 | $ 0 | 0 | $ 26,389 | |
MJ Harvest, Inc. | |||||
Due from related parties | 75,054 | 75,054 | 55,666 | ||
Director | |||||
Due to related parties | $ 521,874 | $ 521,874 | $ 345,893 | ||
Minimum [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | |||
Maximum [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Issued During Period, Shares, Purchase of Assets | 0 | 8,238,769 | ||||
Unrealized (gain) loss on investment | $ 155,735 | |||||
C B D G [Member] | ||||||
Share price | $ 0.20 | |||||
Fair value of investment | $ 30,000 | 30,000 | $ 367,500 | |||
Proceeds from sales of equity | $ 600,000 | |||||
Percentage of voting share held by director | 15% | |||||
Unrealized (gain) loss on investment | (28,800) | $ (300,295) | (337,500) | $ (404,937) | ||
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 | $ 0 | $ 0 | $ 12,358 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 | |
Stock payable | 521,874 | ||
Additional common shares owed to various non-related vendors, Amount | $ 2,450,000 | $ 205,656 | |
Stock issued for services | $ 88,200 | $ 350,507 | |
Warrants | |||
Outstanding warrants | 50,000 | 50,000 | |
Exercise price | $ 2 | ||
2021 Stock Plan | |||
Shares available for future issuance | 44,425 | ||
2020 Stock Plan | |||
Shares available for future issuance | 1,000,000 | ||
Increased number of shares available for future issuance | 2,000,000 | ||
Non Related Party [Member] | |||
Common stock shares issued | 11,811,847 | ||
Convertible notes payable | $ 160,685 | ||
Board of Directors [Member] | Common Stock [Member] | |||
Stock payable | 143,721 | 212,500 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 9 Months Ended | |||||
Jan. 02, 2023 | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | Aug. 25, 2022 | |
Principal Amount | $ 33,055 | |||||
Interest rate | 12% | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Accrued interest payable and interest expense | $ 14,433 | $ 4,546 | ||||
Diagonal Lending, LLC [Member] | ||||||
Principal Amount | $ 64,250 | $ 104,250 | ||||
Principal balance outstanding lowest trading price, percentage | 65% | |||||
Common stock shares issued | 11,810,847 | |||||
Notes payable due | $ 34,250 | |||||
Convertible notes payable | 134,250 | |||||
Notes Payable | 26,435 | |||||
Carolyn Merrill [Member] | ||||||
Principal Amount | $ 72,262 | |||||
Interest rate | 8% | |||||
Compensation | $ 25,000 | |||||
Agreement payment description | If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 20% discount | |||||
Notes Payable | $ 97,262 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and contingencies (Notes 6 and 8) | ||
From October 1, 2023 to September 30, 2024 | $ 18,130 | |
Less imputed interest | 443 | |
Net lease liability | 17,687 | |
Current Portion | (17,687) | $ (28,736) |
Long-term portion | $ 0 | $ 10,232 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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 | $ 9,119 | $ 0 | $ 26,698 | $ 21,325 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Oct. 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, shares issued | 59,827,210 | 45,566,363 | |
Accrued interest | $ 14,433 | $ 4,546 | |
Subsequent Event | |||
Common stock, shares issued | 12,386,827 | ||
Convertible notes payable | $ 34,250 | ||
Accrued interest | $ 1,530 |