Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 03, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | CANNABIS SATIVA, INC. | ||
Entity Central Index Key | 0001360442 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 88,462,526 | ||
Entity Public Float | $ 609,112 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-53571 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-1898270 | ||
Entity Address Address Line 1 | 355 West Mesquite Blvd #C70 | ||
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 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Elkana Amitai CPA | ||
Auditor Location | Mitzpe Netofa, Israel | ||
Auditor Firm Id | 681600001 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 83,762 | $ 97,445 |
Investment in equity securities, at fair value | 66,000 | 379,858 |
Right of use asset | 10,232 | 0 |
Total Current Assets | 159,994 | 477,303 |
Advances to related party | 75,054 | 55,666 |
Right of use asset non-current | 0 | 38,968 |
Property and equipment, net | 2,436 | 2,709 |
Intangible assets, net | 7,259 | 158,943 |
Goodwill | 1,775,811 | 1,837,202 |
Total Assets | 2,020,554 | 2,570,791 |
Current Liabilities | ||
Accounts payable and accrued expenses | 175,066 | 252,611 |
Operating lease liability, current | 10,232 | 28,736 |
Accrued interest - related parties | 20,130 | 16,374 |
Convertible notes payable | 118,818 | 168,500 |
Notes payable to related parties | 161,170 | 91,700 |
Total Current Liabilities | 485,416 | 557,921 |
Long-term liabilities | ||
Operating lease liability, long term | 0 | 10,232 |
Stock payable | 777,747 | 418,156 |
Total Liabilities | 1,263,163 | 986,309 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; -0- issued and outstanding | 0 | 0 |
Common stock $0.001 par value; 495,000,000 shares authorized; 88,814,037 and 45,566,363 shares issued and outstanding, respectively | 88,815 | 45,567 |
Additional paid-in capital | 81,392,196 | 80,939,618 |
Accumulated deficit | (82,083,492) | (80,691,269) |
Total Cannabis Sativa, Inc. Stockholders' Equity (Deficit) | (602,481) | 293,916 |
Non-Controlling Interest | 1,359,872 | 1,290,566 |
Total Stockholders' Equity | 757,391 | 1,584,482 |
Total Liabilities and Stockholders' Equity | $ 2,020,554 | $ 2,570,791 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
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 | 88,814,037 | 45,566,363 |
Common Stock, Shares, Outstanding | 88,814,037 | 45,566,363 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 1,173,830 | $ 1,558,752 |
Cost of Revenues | 400,746 | 597,842 |
Gross Profit | 773,084 | 960,910 |
Operating Expenses | ||
Professional fees | 288,436 | 488,248 |
Depreciation and amortization | 151,957 | 162,136 |
Wages and salaries | 614,736 | 847,254 |
Advertising | 13,141 | 38,471 |
General and administrative | 560,666 | 828,071 |
Total Operating Expenses | 1,628,936 | 2,364,180 |
Loss from Operations | (855,852) | (1,403,270) |
Other (Income) and Expenses | ||
Unrealized (gain) loss on investment | 149,083 | (171,318) |
Employee Retention Credit | (139,970) | 0 |
Impairment of goodwill | 61,391 | 0 |
Loss on debt settlement | 184,394 | 0 |
Loss on sale of investment securities | 155,735 | 0 |
Interest expense | 56,432 | 30,885 |
Total Other (Income) Expenses, Net | 467,065 | (140,433) |
Loss Before Income Taxes | (1,322,177) | (1,262,837) |
Income Taxes | 0 | 0 |
Net Loss | (1,322,917) | (1,262,837) |
Income (loss) attributable to non-controlling interest - PrestoCorp | 69,306 | (47,536) |
Net Loss Attributable To Cannabis Sativa, Inc. | $ (1,392,223) | $ (1,215,301) |
Net Loss per Common Share: Basic & Diluted | $ (0.02) | $ (0.03) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | 54,554,226 | 38,068,401 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Non Controlling Interest Prestocorp |
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 |
Conversion of preferred to common (1:1), shares | (947,764) | 947,764 | ||||
Conversion of preferred to common (1:1), amount | 0 | $ (948) | $ 948 | 0 | 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 |
Shares issued for services, shares | 458,333 | 1,306,242 | ||||
Shares issued for services, amount | 384,568 | $ 458 | $ 1,306 | 382,804 | 0 | 0 |
Shares issued in consideration of notes and interest payable - related parties, shares | 0 | 7,089,255 | ||||
Shares issued in consideration of notes and interest payable - related parties, amount | 1,417,851 | $ 0 | $ 7,089 | 1,410,762 | 0 | 0 |
Net loss | (1,262,837) | $ 0 | $ 0 | 0 | (1,215,301) | (47,536) |
Balance, shares at Dec. 31, 2022 | 0 | 45,566,363 | ||||
Balance, amount at Dec. 31, 2022 | 1,584,482 | $ 0 | $ 45,567 | 80,939,618 | (80,691,269) | 1,290,566 |
Shares issued for services, shares | 0 | 2,450,000 | ||||
Shares issued for services, amount | 88,200 | $ 0 | $ 2,450 | 85,750 | 0 | 0 |
Net loss | (1,261,177) | $ 0 | $ 0 | 0 | (1,330,483) | 69,306 |
Balance, shares at Dec. 31, 2023 | 0 | 88,814,037 | ||||
Balance, amount at Dec. 31, 2023 | 757,391 | $ 0 | $ 88,815 | 81,392,196 | (82,083,492) | 1,359,872 |
Common stock issued - note payable conversion, shares | 0 | 40,797,674 | ||||
Common stock issued - note payable conversion, amount | $ 407,626 | $ 0 | $ 40,798 | $ 366,828 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,322,917) | $ (1,262,837) |
used in operating activities: | ||
Unrealized loss (gain) on investments | 149,083 | (171,318) |
Interest Expense - Default on Notes | 25,986 | 0 |
Impairment of goodwill | 61,391 | 0 |
Interest Payable Forgiven 1800 | (4,546) | 0 |
Depreciation and amortization | 151,957 | 162,136 |
Loss on debt settlement | 184,394 | 0 |
Loss on sale of investment securities | 155,735 | 0 |
Stock issued for services | 88,200 | 384,568 |
Stock payable for services | 431,853 | 418,156 |
Note payable issued for services | 85,000 | 60,000 |
Write off of abandoned equipment | 0 | 582 |
Changes in Assets and Liabilities: | ||
Accounts payable and accrued expenses | (73,003) | 157,580 |
Accrued interest - related parties | 3,756 | 15,574 |
Net Cash Used in Operating Activities | (63,111) | (235,559) |
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) | (55,666) |
Net Cash Used in Investing Activities | (10,348) | (57,256) |
Cash Flows from Financing Activities: | ||
Proceeds from related parties notes payable, net | 26,720 | 44,040 |
Payments on related parties notes payable | 0 | (16,340) |
Proceeds from convertible note payable | 33,056 | 168,500 |
Net Cash Provided by Financing Activities | 59,776 | 196,200 |
NET CHANGE IN CASH | (13,683) | (96,615) |
CASH AT BEGINNING OF YEAR | 97,445 | 194,060 |
CASH AT END OF YEAR | 83,762 | 97,445 |
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 | $ 407,626 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At December 31, 2023 and 2022, PrestoCorp is the sole operating subsidiary. Our primary operations for the years ended December 31, 2022 and through December 31, 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. 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. Non-controlling Interests: Non-controlling interests are portions of entities included in the 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 $82,083,492 at December 31, 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. 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. Goodwill is valued under Level 3 and is analyzed annually for impairment. 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, 2023 and 2022, the Company had -0- and 50,000 outstanding warrants, respectively, and -0- shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. Investments: Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in earnings. The Company may elect to account for certain equity method investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earning. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings. Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, are consolidated and other investor interests are presented as non-controlling. Revenue Recognition: In the year ending December 31, 2023 and 2022, the Company operated one division, the telehealth business operated through PrestoCorp. 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. 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, 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 December 31, 2022 and 2021: December 31, December 31, 2023 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 (1,528,151 ) (1,376,467 ) Net Intangible Assets $ 7,259 $ 158,943 Amortization expense for each of the years ended December 31, 2023 and 2022 was $151,684 and $161,863, respectively. Amortization of intangibles through 2028 is: January 1, 2024 to December 31, 2024 $ 3,056 January 1, 2025 to December 31, 2025 932 January 1, 2026 to December 31, 2026 932 January 1, 2027 to December 31, 2027 932 January 1, 2028 to December 31, 2028 478 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 $1,234,391 and $1,173,000 as of December 31, 2023 and 2022. The balance of goodwill at December 31, 2023 and 2022 was $1,775,811 and $1,837,202. Goodwill was impaired due to the analysis of PrestoCorp utilizing the discounted cash flow method which supported a present value of $1,775,811. However, since the estimated enterprise value of PrestoCorp is less that the carrying value of the assets, $61,391 of impairment write down was required. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 3. Related Party Transactions In addition to items disclosed in Notes 6, the Company had additional related party transactions during the years ended December 31, 2023 and 2022. For the years ended December 31, 2023 and 2022 officers and board of directors expense was $385,532 and $491,750, respectively. The Company also had consulting contracts with David Tobias and Cathy Carroll as noted below. 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. Consulting expense for each of the years ended December 31, 2023 and 2022 was $187,500. The last payment of these services were in June of 2022. At December 31, 2023 the Company owes Mr Tobias $281,250 in consulting services and $18,750 in directors fees which are included in stock payable for a total of $300,000. At December 31, 2022 the Company owed Mr. Tobias $93,750 in consulting services and $6,250 in directors fees which were included in stock payable at December 31, 2022 in the amount of $100,000. 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 note payable totaled $60,000 of which $5,000 was paid by the Company during 2022. During the year ended December 31, 2023, David Tobias, the Company’s chief executive officer and director, loaned $38,400 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2023. The Company paid $23,180 on this note during 2023. During the year ended December 31, 2023, the Company and Cathy Carroll, director, entered into a note payable for $60,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2023. The note payable totaled $109,250 of which $5,750 was paid by the Company during 2023. Ms Carroll has a consulting agreement with the Company in the amount of $12,500 quarterly. For each of the years ended December 31, 2023 and 2022 consulting expense was $50,000. Ms Carroll has elected that these payments increase her note payable each quarter along with the amount she receives as a director in the amount of $2,500 quarterly. During the year ended December 31, 2023, Robert Tankson, one of the company's directors, received from the company payroll compensation equal to $37,044 with shares and $106,969 with cash. The Company also has an outstanding loan in the amount of $4,000 to a director of the Company. It accrues interest at 5% per annum. During the years ended December 31, 2023 and 2022, 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 $3,756 and $16,374, respectively. The following tables reflect the related party note payable balances. Related party notes Accrued interest Total December 31, 2023 David Tobias, CEO & Director $ 47,920 $ 13,779 $ 61,699 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 109,250 986 110,236 Other Affiliates 4,000 1,200 5,200 Totals $ 161,170 $ 17,871 $ 179,041 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 year ended December 31, 2022, the Company issued 7,089,255 shares of common stock in settlement of $1,214,038 in related party notes payable and $203,813 in accrued interest attributable to these notes. The fair value of the shares issued approximated the carrying value of the notes and interest payable. During the year ended December 31, 2023, the Company issued 9,900,000 shares of common stock in settlement of $17,250 in related party notes payable. The Company also issued 2,450,000 to the officers of Presto valued at $88,200 per their contract agreement. In the years ended December 31, 2023 and 2022, the Company incurred approximately $-0- and $26,389, respectively, for consulting services from a nephew of the Company’s president. The services for the years ended December 31, 2022 were paid in shares of the Company’s common stock. These amounts are included in the statements of operations in general and administrative expenses. At December 31, 2023 and 2022, the Company has a balance due from MJ Harvest, Inc., with whom the Company plans to merge, of $75,054 and $55,666, respectively (see Note 8). The amount is included in advances to related party on the consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating expenses. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Investments | 4. Investments At December 31, 2023 and 2022, the Company owns -0- and 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At December 31, 2023 and 2022, the fair value of the investment in REFG was $-0- and $12,358, respectively. The Company recognized a loss on the change in fair value of $-0- and $13,182 during the years ended December 31, 2023 and 2022, respectively. In January 2023, the Company sold all of its holdings in REFG for $9,041 and recognized a gain 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 December 31, 2023 and December 31, 2022 was $66,000 and $367,500 resulting in a gain (loss) of $(301,500) and $184,500 for the change in fair value during the years ended December 31, 2023 and 2022, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 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. At December 31, 2023 and 2022 amounts due were $-0- and $168,500, respectively. 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 March 31, 2023 in the amount of $25,000. On December 19, 2023, $11,500 of note payable was converted to 6,700,000 shares common stock which were valued at $36,800 resulting in a loss on conversion of $$25,300. Note payable at December 31, 2023 is $85,762. 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 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion. 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 December 31, 2023 and 2022, accrued interest payable and interest expense on these notes was $9,931 and $4,546, respectively. 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, 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 years ended December 31, 2023, 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, 2023 Services Common Preferred Value Related Parties Robert Tankson, Director 1,029,000 - 37,044 Kyle Powers 1,421,000 - 51,156 Total related party issuances 2,450,000 - 88,200 Non-related party issuances - - - Total shares for services 2,450,000 - 88,200 Shares issued in consideration of notes - related parties 9,900,000 - 54,450 Shares issued in consideration of notes and accrued interest - non related parties 30,897,674 - 353,176 Aggregate Totals 43,247,674 - $ 495,826 During the year 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 stock to common (1:1) 947,764 (947,764 ) - Conversion of preferred stock to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,819,498 (777,654 ) $ 1,802,415 During the years ended December 31, 2022 David Tobias converted 947,764 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. These shares were not issued through December 31, 2023 and are included in the numbers below. Stock payable at December 31, 2023 consists of 16,199,348 preferred shares and 13,177,349 restricted common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $743,393 based on the fair value of the Company’s common stock at the date of board authorization. An additional 7,596,408 common shares were owed to various non-related vendors at December 31, 2023 valued at $83,334 based on the fair value of the Company’s common stock at the date of board authorization. Subsequent to year end, no issuance 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 December 31, 2023 and 2022, 44,425 shares were available for future issuance. Warrants At December 31, 2022, the Company had 50,000 warrants to purchase shares of the Company’s common stock. These warrants had an exercise price of $2.00 and expired in 2023. During the year ended December 31, 2022, no warrants were issued or exercised and 125,000 warrants expired. During the year ended December 31, 2023, warrants activity consisted of the following: warrants issued - 1,739,766 with an exercise price of $0.019 expiring in September 2028. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
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 January 1, 2024 to April 30, 2024 $ 10,360 Subtotal 10,360 Less imputed interest (128 ) Net lease liability 10,232 Current Portion (10,232 ) Long-term portion $ -0- Rent expense for the years ended December 31, 2023 and 2022 was $35,818 and $40,720, 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, 2023, no claims are outstanding. |
Proposed Merger with MJ Harvest
Proposed Merger with MJ Harvest Inc | 12 Months Ended |
Dec. 31, 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. The merger was withdrawn with the SEC in August 2023. The Company and MJ Harvest are continuing discussions in hopes of transaction. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2023 and 2022 due to ongoing net losses and a valuation allowance. At December 31, 2023 and 2022, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances. At December 31, 2023 and 2022, 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, 2023 and 2022. The components of the Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: 2023 2022 Deferred tax asset: Net operating loss carryforwards $ 4,198,000 $ 3,981,000 Intangibles and goodwill 1,004,000 1,036,000 Investments 34,000 66,000 Other (6,000 ) (3,000 ) Total deferred tax assets 5,230,000 5,080,000 Valuation allowance (5,230,000 ) (5,080,000 ) Net deferred tax assets $ - $ - At December 31, 2023, the Company had net operating loss carry forwards of approximately $20,000,000 for federal and state purposes, $10,000,000 of which expire between 2024 through 2040. The remaining balance of $10,000,000 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, 2023 is as follows: 2023 2022 Provision (benefit) computed using the statutory rate: $ (265,000 ) $ (247,000 ) Permanent differences (15,000 ) 10,000 Change in estimate 130,000 18,000 Change in valuation allowance 150,000 219,000 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 2020 through 2023. 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. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements for Immaterial Misstatement | 12 Months Ended |
Dec. 31, 2023 | |
Revision of Previously Issued Financial Statements for Immaterial Misstatement | |
Revision of Previously Issued Financial Statements for Immaterial Misstatement | 10. Revision of Previously Issued Financial Statements for Immaterial Misstatement During 2023, we determined that the amount of bonus payable to the directors of Presto was understated at December 31, 2022 by $88,200. Wages and salaries expense was understated by $88,200 as a result of this error. We assessed the materiality of the effect of the errors on our prior financial statements, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin ("SAB") No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded the error was not material to any of our previously issued financial statement. Consequently, we will correct these errors prospectively and revise our financial statements when the consolidated balance sheet, statements of operations and cash flows for such prior period are included in future filings. The revision had no net impact on our sales or net cash provided by operating activities for any period presented. The following tables present a summary of the impact, by financial statement line item, of the revision as of and for the year ended December 31, 2022. As Previously As Reported Adjustment Revised Consolidated Balance Sheet Total Current Assets $ 477,303 $ 477,303 Total Assets 2,570,791 2,570,791 Total Current Liabilities 469,721 $ 88,200 557,921 Total Liabilities 898,109 88,200 986,309 Total Stockholders’ Equity 1,672,682 (88,200 ) 1,584,482 Total Liabilities & Stockholders’ Equity 2,570,791 - 2,570,791 Consolidated Statement of Operations Wages and Salaries expense 759,054 88,200 847,254 Loss from Operations (1,315,070 ) (88,200 ) (1,403,270 ) Net Loss (1,174,637 ) 88,200 ) (1,262,837 ) Net Loss from Operations attributable to non-controlling interest - PrestoCorp (47,536 ) - (47,536 ) Net Loss from Operations attributable to Cannabis Sativa, Inc. (1,127,101 ) (88,200 ) (1,215,301 ) Consolidated Statement of Cash Flows Net Loss (1,174,637 ) (88,200 ) (1,262,837 ) Net Cash Used in Operating Activities $ (235,559 ) $ - $ (235,559 ) |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At December 31, 2023 and 2022, PrestoCorp is the sole operating subsidiary. Our primary operations for the years ended December 31, 2022 and through December 31, 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. |
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. |
Non-controlling Interests | Non-controlling interests are portions of entities included in the 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 $82,083,492 at December 31, 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. |
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. Goodwill is valued under Level 3 and is analyzed annually for impairment. |
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, 2023 and 2022, the Company had -0- and 50,000 outstanding warrants, respectively, and -0- shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted. |
Investments | Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in earnings. The Company may elect to account for certain equity method investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earning. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings. Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, are consolidated and other investor interests are presented as non-controlling. |
Revenue Recognition | In the year ending December 31, 2023 and 2022, the Company operated one division, the telehealth business operated through PrestoCorp. 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. |
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, 2023 | |
Intangibles and Goodwill | |
Schedule of Intangible Assets | December 31, December 31, 2023 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 (1,528,151 ) (1,376,467 ) Net Intangible Assets $ 7,259 $ 158,943 |
Schedule of amortization | January 1, 2024 to December 31, 2024 $ 3,056 January 1, 2025 to December 31, 2025 932 January 1, 2026 to December 31, 2026 932 January 1, 2027 to December 31, 2027 932 January 1, 2028 to December 31, 2028 478 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Schedule of related party advance and note payable | Related party notes Accrued interest Total December 31, 2023 David Tobias, CEO & Director $ 47,920 $ 13,779 $ 61,699 New Compendium, greater than 10% Shareholder - 1,906 1,906 Cathy Carroll, Director 109,250 986 110,236 Other Affiliates 4,000 1,200 5,200 Totals $ 161,170 $ 17,871 $ 179,041 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 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders Equity | |
Related and non-related parties | Share Issuances in the Year Ended December 31, 2023 Services Common Preferred Value Related Parties Robert Tankson, Director 1,029,000 - 37,044 Kyle Powers 1,421,000 - 51,156 Total related party issuances 2,450,000 - 88,200 Non-related party issuances - - - Total shares for services 2,450,000 - 88,200 Shares issued in consideration of notes - related parties 9,900,000 - 54,450 Shares issued in consideration of notes and accrued interest - non related parties 30,897,674 - 353,176 Aggregate Totals 43,247,674 - $ 495,826 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 stock to common (1:1) 947,764 (947,764 ) - Conversion of preferred stock to common (19:1) 5,476,237 (288,223 ) - Aggregate Totals 14,819,498 (777,654 ) $ 1,802,415 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies (Notes 6 and 8) | |
Schedule of future lease payments | From January 1, 2024 to April 30, 2024 $ 10,360 Subtotal 10,360 Less imputed interest (128 ) Net lease liability 10,232 Current Portion (10,232 ) Long-term portion $ -0- |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of components of deferred tax assets | 2023 2022 Deferred tax asset: Net operating loss carryforwards $ 4,198,000 $ 3,981,000 Intangibles and goodwill 1,004,000 1,036,000 Investments 34,000 66,000 Other (6,000 ) (3,000 ) Total deferred tax assets 5,230,000 5,080,000 Valuation allowance (5,230,000 ) (5,080,000 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | 2023 2022 Provision (benefit) computed using the statutory rate: $ (265,000 ) $ (247,000 ) Permanent differences (15,000 ) 10,000 Change in estimate 130,000 18,000 Change in valuation allowance 150,000 219,000 Total income tax provision (benefit) $ - $ - |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements for Immaterial Misstatement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revision of Previously Issued Financial Statements for Immaterial Misstatement | |
Summary of revised financial statements | As Previously As Reported Adjustment Revised Consolidated Balance Sheet Total Current Assets $ 477,303 $ 477,303 Total Assets 2,570,791 2,570,791 Total Current Liabilities 469,721 $ 88,200 557,921 Total Liabilities 898,109 88,200 986,309 Total Stockholders’ Equity 1,672,682 (88,200 ) 1,584,482 Total Liabilities & Stockholders’ Equity 2,570,791 - 2,570,791 Consolidated Statement of Operations Wages and Salaries expense 759,054 88,200 847,254 Loss from Operations (1,315,070 ) (88,200 ) (1,403,270 ) Net Loss (1,174,637 ) 88,200 ) (1,262,837 ) Net Loss from Operations attributable to non-controlling interest - PrestoCorp (47,536 ) - (47,536 ) Net Loss from Operations attributable to Cannabis Sativa, Inc. (1,127,101 ) (88,200 ) (1,215,301 ) Consolidated Statement of Cash Flows Net Loss (1,174,637 ) (88,200 ) (1,262,837 ) Net Cash Used in Operating Activities $ (235,559 ) $ - $ (235,559 ) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated deficit | $ 82,083,492 | $ 80,691,269 |
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 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 50,000 |
Convertible Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Preferred Stock [Member] | ||
Equity Method Investment, Ownership Percentage | 51% | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Property and Equipment, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Property and Equipment, Useful Life | 10 years | |
GK Manufacturing Inc | ||
Equity Method Investment, Ownership Percentage | 51% |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Total Intangibles | $ 1,535,410 | $ 1,535,410 |
Less: Accumulated Amortization | (1,528,151) | (1,376,467) |
Net Intangible Assets | 7,259 | 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) | Dec. 31, 2023 USD ($) |
Intangibles and Goodwill | |
January 1, 2024 to December 31, 2024 | $ 3,056 |
January 1, 2025 to December 31, 2025 | 932 |
January 1, 2026 to December 31, 2026 | 932 |
January 1, 2027 to December 31, 2027 | 932 |
January 1, 2028 to December 31, 2028 | $ 478 |
Intangibles and Goodwill (Det_3
Intangibles and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization of Intangible Assets | $ 151,684 | $ 161,863 |
Impairment of goodwill | 61,391 | 0 |
Goodwill | 1,775,811 | 1,837,202 |
Prestocorp [Member] | August 1, 2017 [Member] | ||
Impairment of goodwill | 3,010,202 | |
Cumulative impairment of goodwill | $ 1,234,391 | $ 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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes Payable to Related Parties | $ 161,170 | $ 91,700 |
Accrued interest - related parties | 17,871 | 16,374 |
Total | 179,041 | 108,074 |
Cathy Carroll, Director | ||
Notes Payable to Related Parties | 109,250 | 55,000 |
Accrued interest - related parties | 986 | 986 |
Total | 110,236 | 55,986 |
David Tobias, CEO & | ||
Notes Payable to Related Parties | 47,920 | 32,700 |
Accrued interest - related parties | 13,779 | 12,482 |
Total | 61,699 | 45,182 |
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 | 1,200 | 1,000 |
Total | $ 5,200 | $ 5,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payroll compensation | $ 37,044 | |
Cash | 106,969 | |
Interest Expense | 3,756 | $ 16,374 |
Officers and board of directors expense | $ 385,532 | 491,750 |
Common stock, shares issued in settlement | 7,089,255 | |
Outstanding loan amount | $ 4,000 | |
Notes payable related party | $ 1,214,038 | |
Accrued interest rate | 5% | |
Accrued interest amount | $ 203,813 | |
Advances to related party | $ 75,054 | 55,666 |
Interest rate | 12% | |
Cathy Carroll, Director | ||
Repayments of notes payable | $ 5,750 | 5,000 |
Consulting expense | 50,000 | 50,000 |
Amount of consulting agreement | 12,500 | |
Revenue from related party | 2,500 | |
Compensation due for services | $ 60,000 | $ 55,000 |
Due Date | Dec. 31, 2023 | Dec. 31, 2022 |
Interest rate | 5% | 5% |
Note Payable | $ 109,250 | $ 60,000 |
David Tobias, Director | ||
Repayments of notes payable | 23,180 | 11,340 |
Consulting expense | 187,500 | 187,500 |
Due to related party | 281,250 | 93,750 |
Stock payable | $ 300,000 | $ 100,000 |
Due Date | Dec. 31, 2023 | Dec. 31, 2022 |
Directors fees | $ 18,750 | $ 6,250 |
Interest rate | 5% | 5% |
Note Payable | $ 38,400 | $ 44,040 |
Consultant [Member] | ||
Other General and Administrative Expense | $ 0 | $ 26,389 |
Officers [Member] | ||
Common stock, shares issued in settlement | 9,900,000 | |
Common stock, shares amount | $ 88,200 | |
Common stock, shares issued | 2,450,000 | |
Notes payable related party | $ 17,250 | |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss on sale of investment securities | $ 155,735 | $ 0 | |
R E F G [Member] | |||
Common stock shares, owned | 0 | 8,238,769 | |
Fair value of investment | $ 0 | $ 12,358 | |
Loss on sale of investment securities | 155,735 | ||
Loss on the change in fair value | 0 | 13,182 | |
Investment sold | $ 9,041 | ||
C B D G [Member] | |||
Share price | $ 0.20 | ||
Fair value of investments | $ 66,000 | 367,500 | |
Proceeds from sales of equity | $ 600,000 | ||
Percentage of voting share held by director | 15% | ||
Gain (loss) on investment | $ (301,500) | $ 184,500 | |
C B D G [Member] | Common Stock One [Member] | |||
Shares of common stock, recieved | 1,500,000 | ||
C B D G [Member] | Preferred Stock One [Member] | |||
Shares of common stock, recieved | 1,500,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 02, 2023 | Aug. 25, 2022 | Dec. 31, 2023 | Dec. 19, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Principal Amount | $ 33,055 | ||||||
Interest rate | 12% | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||
Accrued interest payable and interest expense | $ 9,931 | $ 4,546 | |||||
Diagonal Lending, LLC [Member] | |||||||
Principal Amount | $ 104,250 | $ 64,250 | |||||
Interest rate | 8% | ||||||
Principal balance outstanding lowest trading price, percentage | 65% | ||||||
Notes payable due | 0 | $ 168,500 | |||||
Carolyn Merrill [Member] | |||||||
Principal Amount | $ 72,262 | ||||||
Interest rate | 8% | ||||||
Compensation | $ 25,000 | ||||||
Notes Payable | $ 85,762 | $ 11,500 | |||||
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 30% discount | ||||||
Note payables converted to shares common stock | 6,700,000 | ||||||
Note payables converted to shares common stock, value | $ 36,800 | ||||||
Loss on conversion | $ 25,300 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares issued in consideration of notes and accrued interest - related parties, value | $ 30,000 | $ 1,417,851 |
Aggregate totals, value | $ 495,826 | 1,802,415 |
Shares issued in consideration of notes - related parties | 54,450 | |
Shares issued in consideration of notes and accrued interest - non related parties | 353,176 | |
Stock issued for services, value | $ 88,200 | 384,568 |
Common Stocks [Member] | ||
Shares issued in consideration of notes and accrued interest - related parties, value | $ 7,089,255 | |
Shares issued in consideration of notes - related parties | 9,900,000 | |
Shares issued in consideration of notes and accrued interest - non related parties | 30,897,674 | |
Conversion of preferred to common (1:1), shares | 947,764 | |
Conversion of preferred to common (19:1), shares | 5,476,237 | |
Aggregate totals, shares | 43,247,674 | 14,819,498 |
Preferred Stocks [Member] | ||
Shares issued in consideration of notes and accrued interest - related parties, value | $ 0 | |
Conversion of preferred to common (1:1), shares | (947,764) | |
Conversion of preferred to common (19:1), shares | (288,223) | |
Aggregate totals, shares | (777,654) | |
Total shares for services [Member] | ||
Stock issued for services, value | $ 88,200 | $ 384,564 |
Total shares for services [Member] | Common Stock [Member] | ||
Stock issued for services, share | 2,450,000 | 1,306,242 |
Total shares for services [Member] | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | |
Robert Tankson, Director | ||
Stock issued for services, value | $ 37,044 | $ 6,250 |
Robert Tankson, Director | Common Stock [Member] | ||
Stock issued for services, share | 1,029,000 | 28,646 |
Total Related Party Issuances | ||
Stock issued for services, value | $ 88,200 | $ 212,668 |
Total Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 2,450,000 | 515,625 |
Total Related Party Issuances | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | |
Non-Related Party Issuances | ||
Stock issued for services, value | $ 0 | $ 171,896 |
Non-Related Party Issuances | Common Stock [Member] | ||
Stock issued for services, share | 790,617 | |
David Tobias, Officer, Director | ||
Stock issued for services, value | $ 100,000 | |
David Tobias, Officer, Director | Preferred Stock [Member] | ||
Stock issued for services, share | 458,333 | |
Brad Herr, Officer, Director | ||
Stock issued for services, value | $ 100,168 | |
Brad Herr, Officer, Director | Common Stock [Member] | ||
Stock issued for services, share | 458,333 | |
Trevor Reed, Director | ||
Stock issued for services, value | $ 6,250 | |
Trevor Reed, Director | Common Stock [Member] | ||
Stock issued for services, share | 28,646 | |
Kyle Powers Director Member | ||
Stock issued for services, value | $ 51,156 | |
Kyle Powers Director Member | Common Stock [Member] | ||
Stock issued for services, share | 1,421,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 27, 2021 | Sep. 25, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 | ||
Conversion of stock, shares issued | 1,739,766 | 947,764 | ||
Conversion of stock, shares converted | 288,223 | |||
Deemed dividend | $ 25,940 | |||
Stock payable, value | $ 743,393 | $ 212,500 | ||
Additional common shares owed to various non-related vendors, Shares | 7,596,408 | 2,393,873 | ||
Additional common shares owed to various non-related vendors, Amount | $ 83,334 | $ 205,656 | ||
Shares available for future issuance | 44,425 | 44,425 | ||
Two Preferred Shareholders [Member] | ||||
Conversion of stock, shares issued | 5,476,237 | |||
Warrants | ||||
Warrants expired | 50,000 | 125,000 | ||
Outstanding warrants | 0 | 50,000 | ||
Exercise price | $ 0.019 | $ 2 | ||
2020 Stock Plan | ||||
Common Stock issued to compensate employees and consultants | 2,000,000 | 1,000,000 | ||
Preferred Stock [Member] | ||||
Stock payable | 16,199,348 | 1,306,302 | ||
Common Stock [Member] | ||||
Stock payable | 13,177,349 | 1,469,590 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2022 USD ($) |
Commitments and contingencies (Notes 6 and 8) | |
From January 1, 2024 to April 30, 2024 | $ 10,360 |
Subtotal | 10,360 |
Less imputed interest | 128 |
Net lease liability | 10,232 |
Current Portion | (10,232) |
Long-term portion | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Recognition of operating lease liability and right of use asset | $ 0 | $ 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 | $ 35,818 | $ 40,720 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 4,198,000 | $ 3,981,000 |
Intangibles and goodwill | 1,004,000 | 1,036,000 |
Investments | 34,000 | 66,000 |
Other | (6,000) | (3,000) |
Total deferred tax assets | 5,230,000 | 5,080,000 |
Valuation allowance | (5,230,000) | (5,080,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Provision (benefit) computed using the statutory rate | $ (265,000) | $ (247,000) |
Permanent differences | (15,000) | 10,000 |
Change in estimate | 130,000 | 18,000 |
Change in valuation allowance | 150,000 | 219,000 |
Total income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes | |
Operating loss carry forwards | $ 10,000,000 |
Federal and state Operating loss carry forwards | $ 20,000,000 |
Federal and state Operating loss carry forwards expiartion date | between 2024 through 2040 |
Utilization of Remaining balance of Taxable income, Description | The remaining balance of $10,000,000 will never expire but utilization is limited to 80% of taxable income in any future year |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements for Immaterial Misstatement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total Current Assets | $ 159,994 | $ 477,303 | |
Total Assets | 2,020,554 | 2,570,791 | |
Total Current Liabilities | 485,416 | 557,921 | |
Total Liabilities | 1,263,163 | 986,309 | |
Total Stockholders' Equity | 757,391 | 1,584,482 | $ 1,044,900 |
Total Liabilities & Stockholders' Equity | 2,020,554 | 2,570,791 | |
Wages and salaries | 614,736 | 847,254 | |
Loss from Operations | (855,852) | (1,403,270) | |
Net loss | 1,322,917 | 1,262,837 | |
Net Loss | (1,322,917) | (1,262,837) | |
Net Cash Used in Operating Activities | (63,111) | (235,559) | |
Net loss | $ 1,261,177 | 1,262,837 | |
As Previously Reported Member | |||
Total Current Assets | 477,303 | ||
Total Assets | 2,570,791 | ||
Total Current Liabilities | 469,721 | ||
Total Liabilities | 898,109 | ||
Total Stockholders' Equity | 1,672,682 | ||
Total Liabilities & Stockholders' Equity | 2,570,791 | ||
Wages and salaries | 759,054 | ||
Loss from Operations | (1,315,070) | ||
Net loss | (1,174,637) | ||
Net Loss from Operations attributable to non-controlling interest - PrestoCorp | (47,536) | ||
Net Loss from Operations attributable to Cannabis Sativa, Inc. | (1,127,101) | ||
Net Loss | 1,174,637 | ||
Net Cash Used in Operating Activities | (235,559) | ||
Adjustment Member | |||
Total Current Liabilities | 88,200 | ||
Total Liabilities | 88,200 | ||
Total Stockholders' Equity | (88,200) | ||
Total Liabilities & Stockholders' Equity | 0 | ||
Wages and salaries | 88,200 | ||
Loss from Operations | (88,200) | ||
Net loss | 88,200 | ||
Net Loss from Operations attributable to non-controlling interest - PrestoCorp | 0 | ||
Net Loss from Operations attributable to Cannabis Sativa, Inc. | (88,200) | ||
Net Loss | (88,200) | ||
Net Cash Used in Operating Activities | 0 | ||
Net loss | (88,200) | ||
As Revised Member | |||
Total Current Assets | 477,303 | ||
Total Assets | 2,570,791 | ||
Total Current Liabilities | 557,921 | ||
Total Liabilities | 986,309 | ||
Total Stockholders' Equity | 1,584,482 | ||
Total Liabilities & Stockholders' Equity | 2,570,791 | ||
Wages and salaries | 847,254 | ||
Loss from Operations | (1,403,270) | ||
Net loss | 1,262,837 | ||
Net Loss from Operations attributable to non-controlling interest - PrestoCorp | (47,536) | ||
Net Loss from Operations attributable to Cannabis Sativa, Inc. | (1,215,301) | ||
Net Loss | (1,262,837) | ||
Net Cash Used in Operating Activities | (235,559) | ||
Net loss | $ (1,262,837) |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements for Immaterial Misstatement (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Revision of Previously Issued Financial Statements for Immaterial Misstatement | |
Description of Accrued Bonus | the amount of bonus payable to the directors of Presto was understated at December 31, 2022 by $88,200. Wages and salaries expense was understated by $88,200 as a result of this error. |