Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Apr. 20, 2020 | |
Text Block [Abstract] | ||
Registrant Name | Cannabis Sativa, Inc. | |
Registrant CIK | 0001360442 | |
SEC Form | 10-K | |
Period End date | Dec. 31, 2019 | |
Fiscal Year End | --12-31 | |
Number of common stock shares outstanding | 25,653,712 | |
Public Float | $ 10,680,898 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Entity File Number | 000-53571 | |
Entity Incorporation, State Country Code | NV | |
Entity Address, Address Line One | PO Box 1602 | |
Entity Address, City or Town | Mesquite | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89024 | |
City Area Code | 702 | |
Local Phone Number | 346-3906 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 336,107 | $ 151,946 |
Accounts receivable, net | 4,551 | 10,646 |
Prepaid consulting and other current assets | 3,999 | 29,853 |
Advance for acquisition | 50,000 | 0 |
Inventories | 0 | 5,714 |
Total Current Assets | 394,657 | 198,159 |
Investment, at Fair Value | 48,000 | 200,000 |
Property and Equipment, Net | 6,440 | 6,548 |
Intangible Assets, Net | 695,218 | 2,294,101 |
Goodwill | 1,837,202 | 2,173,869 |
Total Assets | 2,981,517 | 4,872,677 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 161,558 | 110,065 |
Due to Related Parties | 1,018,520 | 926,638 |
Total Current Liabilities | 1,180,078 | 1,036,703 |
Long-Term Liabilities | ||
Stock payable | 640,685 | 532,146 |
Total Liabilities | 1,820,763 | 1,568,849 |
Commitments and contingencies (Notes 6 and 8) | 0 | 0 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; 1,021,849 and 759,444 issued and outstanding, respectively | 1,021 | 759 |
Common stock $0.001 par value; 45,000,000 shares authorized; 22,224,199 and 21,316,201 shares issued and outstanding, respectively | 22,226 | 21,318 |
Additional Paid-In Capital | 74,834,032 | 72,971,563 |
Accumulated Deficit | (74,855,147) | (70,918,761) |
Total Cannabis Sativa, Inc. Stockholders' Equity | 2,132 | 2,074,879 |
Non-Controlling Interest | 1,158,622 | 1,228,949 |
Total Stockholders' Equity | 1,160,754 | 3,303,828 |
Total Liabilities and Stockholders' Equity | $ 2,981,517 | $ 4,872,677 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Text Block [Abstract] | ||
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 | 1,021,849 | 759,444 |
Preferred Stock, Shares Outstanding | 1,021,849 | 759,444 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 22,224,199 | 21,316,201 |
Common Stock, Shares, Outstanding | 22,224,199 | 21,316,201 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Revenues | $ 1,159,737 | $ 505,705 |
Cost of Revenues | 462,940 | 209,871 |
Gross Profit | 696,797 | 295,834 |
Operating Expenses | ||
Impairment of intangibles | 1,039,926 | 0 |
Impairment of PrestoCorp goodwill | 0 | 1,173,000 |
Impairment of iBudtender goodwill | 336,667 | 0 |
Professional Fees | 547,284 | 1,304,735 |
Depreciation and amortization | 561,434 | 562,456 |
Wages and salaries | 393,310 | 226,029 |
Advertising | 195,879 | 104,018 |
General and Administrative Expenses | 1,427,402 | 1,965,767 |
Total Operating Expenses | 4,501,902 | 5,336,005 |
Loss from Operations | (3,805,105) | (5,040,171) |
Other (Income) and Expenses | ||
Realized Gain on Settlement of Digital Currency | (200,000) | |
Impairment of Digital Currency | 0 | 30,169 |
Unrealized Loss on Investment | 152,000 | 0 |
Interest Expense | 49,608 | 39,429 |
Total Other (Income) and Expense, Net | 201,608 | (130,402) |
Loss Before Income Taxes | (4,006,713) | (4,909,769) |
Income Taxes | 0 | 0 |
Net Loss | (4,006,713) | (4,909,769) |
Loss attributable to non-controlling interest - iBudTender | (72,312) | (31,426) |
Gain (loss) attributable to non-controlling interest - PrestoCorp | 1,985 | (749,997) |
Net Loss Attributable To Cannabis Sativa, Inc. | $ (3,936,386) | $ (4,128,346) |
Net Loss per Common Share: | ||
Basic & Diluted | $ (0.18) | $ (0.20) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | 21,664,986 | 21,016,230 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY - USD ($) | Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest - Prestocorp | Noncontrolling Interest - iBudTender | Total |
Stockholders' Equity, Beginning Balance at Dec. 31, 2017 | $ 732 | $ 20,804 | $ 70,782,434 | $ (66,790,415) | $ 1,856,386 | $ 154,880 | $ 6,024,821 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 732,018 | 20,803,216 | |||||
Write off of KPAL Investment | (894) | (894) | |||||
Cancellation of performance based shares, Value | $ (50) | (50) | |||||
Cancellation of performance based shares, Shares | (50,000) | ||||||
Cash Purchases for Exercise of Stock Warrants, Value | $ 181 | 361,569 | 361,750 | ||||
Cash Purchases for Exercise of Stock Warrants, Shares | 180,875 | ||||||
Return of Shares Previously Issued for Services, Value | $ (332) | (990,360) | (990,692) | ||||
Return of Shares Previously Issued for Services, Shares | (332,447) | ||||||
Shares Issued for Services, Value | $ 27 | $ 558 | 2,082,501 | 2,083,086 | |||
Shares Issued for Services, Shares | 27,426 | 557,837 | |||||
Shares issued for stock payable, Value | $ 158 | 735,419 | 735,577 | ||||
Shares issued for stock payable, ,Shares | 156,720 | ||||||
Net gain (loss) | (4,128,346) | (749,997) | (31,426) | (4,909,769) | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2018 | $ 759 | $ 21,318 | 72,971,563 | (70,918,761) | 1,105,495 | 123,454 | 3,303,828 |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 759,444 | 21,316,201 | |||||
Cash purchases of shares and warrants, Value | $ 125 | 49,875 | 50,000 | ||||
Cash purchases of shares and warrants, Shares | 125,000 | ||||||
Cancellation and retirement of shares, Value | $ (70) | 70 | |||||
Cancellation and retirement of shares, Shares | (70,000) | ||||||
Shares Issued for Services, Value | $ 223 | $ 726 | 1,358,394 | 1,359,343 | |||
Shares Issued for Services, Shares | 223,014 | 725,937 | |||||
Shares issued for stock payable, Value | $ 39 | $ 127 | 454,130 | 454,296 | |||
Shares issued for stock payable, ,Shares | 39,391 | 127,061 | |||||
Net gain (loss) | (3,936,386) | 1,985 | (72,312) | (4,006,713) | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2019 | $ 1,021 | $ 22,226 | $ 74,834,032 | $ (74,855,147) | $ 1,107,480 | $ 51,142 | $ 1,160,754 |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 1,021,849 | 22,224,199 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (4,006,713) | $ (4,909,769) |
Adjustments to Reconcile net loss to net cash (used in) provided by operating activities: | ||
Gain on sale of fixed assets | 0 | (115) |
Write down to cost basis - digital currency | 0 | 11,022 |
Impairment of digital currency | 0 | 30,169 |
Realized gain on settlement of digital currency | 0 | (200,000) |
Unrealized loss on investment | 152,000 | 0 |
Impairment of intangibles | 1,039,926 | 0 |
Impairment of PrestoCorp goodwill | 0 | 1,173,000 |
Impairment of iBudtender goodwill | 336,667 | 0 |
Depreciation and Amortization | 561,434 | 562,456 |
Stock issued and to be issued for services | 1,922,178 | 2,583,156 |
Amortization of stock based prepaids | 0 | 84,472 |
Changes in assets and liabilities: | ||
Accounts Receivable | 6,095 | 1,211 |
Inventories | 5,714 | 2,797 |
Prepaid consulting and other current assets | 25,854 | (30,187) |
Accounts payable and accrued expenses | 51,493 | 1,912 |
Net Cash Used In Operating Activities: | 94,648 | (689,876) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | (2,369) | (630) |
Advance for acquisition | (50,000) | 0 |
Proceeds from sales of fixed assets | 0 | 1,300 |
Net Cash Provided by (Used In) Investing Activities: | (52,369) | 670 |
Cash Flows from Financing Activities: | ||
Proceeds received from warrant exercises | 361,750 | |
Proceeds received from sales of common stock and warrants | 50,000 | 0 |
Proceeds from related parties, net | 91,882 | 303,545 |
Net Cash Provided by Financing Activities: | 141,882 | 665,295 |
NET CHANGE IN CASH | 184,161 | (23,911) |
CASH AT BEGINNING OF YEAR | 151,946 | 175,857 |
CASH AT END OF YEAR | 336,107 | 151,946 |
Supplemental Disclosures of Non Cash Investing and Financing Activities: | ||
Cancellation and retirement of shares | ||
Purchase of Investment with Digital Currency | 200,000 | |
Common Stock Issued for Stock Payable | 454,296 | 735,604 |
Rescinded transaction & elimination of prepaid expense, net | $ 639,822 |
1. Organization and Summary of
1. Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
1. Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Nature of Corporation: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), and Eden Holdings LLC (“Eden”). PrestoCorp is a 51% owned subsidiary and iBudtender is 50.1% owned. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the years ended December 31, 2019 and 2018. Our primary operations in 2019 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 also 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. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. Principles of Consolidation: The consolidated financial statements include the accounts of Cannabis Sativa, Inc., and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc. and our 51% ownership of PrestoCorp, (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender and PrestoCorp and exercise control through management practices and oversight by the Company’s Board of Directors. 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 interests 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. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Use of Estimates, Continued: Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. 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. Accounts Receivable: We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance reserve is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due. Inventories: Inventory costs, when applicable, include those costs directly attributable to the manufacture of the product before sale. Inventory consists of raw materials and finished goods and is carried at the lower of cost or net realizable value, using first-in, first-out method of determining cost. As of December 31, 2019, the Company had $-0- in finished goods and raw materials inventory. As of December 31, 2018, the Company had $5,714 in raw materials, consisting of the components used in the production of CBD and cannabis consumer products and $-0- in finished goods inventory. In 2018, the Company discontinued its manufacturing processes and at December 31, 2019, did not maintain inventory of raw materials or finished goods. 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. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Fair Value of Financial Instruments: The carrying amounts of cash and cash equivalents and amounts due to related parties approximate fair value given their short-term nature. Cash: Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents. Net Loss per Share: 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. At December 31, 2019 and 2018 the Company had 174,900 and 49,900 outstanding warrants, respectively, that would be dilutive to future periods net income. Also, at December 31, 2019 and 2018 the Company had 1,021,849 and 759,444 shares of convertible Series A preferred stock, respectively, that would be dilutive to future periods net income. See Note 6. Revenue Recognition: Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition ☐ identify the contract with a customer; ☐ identify the performance obligations in the contract; ☐ determine the transaction price; ☐ allocate the transaction price to performance obligations in the contract; and ☐ recognize revenue as the performance obligation is satisfied. 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 in the periods presented in the accompanying Consolidated Statements of Operations and no provision for warranty expenses has been included. The Company generates revenue based on a per telehealth visit basis 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 stand ready to provide telehealth services. This occurs at the time an online client subscribes for the visit and gains access to our network of health care professionals. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the service. The Company operates as one reportable segment. Investments Investments in equity securities are stated at fair value. The Company’s investments consist of ownership of less than 20% of the company in which the investment is held. The Company recognizes unrealized holding gains and losses in other (Income) Expenses in the consolidated statement of operations. On disposal of an investment, the difference between the disposal proceeds and the carrying amount is recognized as income or loss on the consolidated statement of operations. Intangible Assets and Goodwill: We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” 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 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 included in general and administrative expense in the accompanying consolidated statements of operations. Advertising costs were $195,879 and $104,018 for the years ended December 31, 2019 and 2018, respectively. Stock-Based Compensation: Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non-employees be recognized as compensation expense in the consolidated financial statements based on their fair values. The 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). The Company uses the Black-Scholes option pricing model when necessary as the most appropriate fair value method for awards. Although most awards have been restricted stock or shares of stock issued under the Company’s 2017 Stock Plan. See Note 6. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Business Combinations: We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The final purchase price may be adjusted up to one year from the date of the acquisition. Identifying the fair value of the tangible and intangible assets and liabilities acquired requires the use of estimates by management and was based upon currently available data. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to macro-economic factors, future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, acquired technologies and patents, and discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimate of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated statements of operations, financial position and cash flows in the period of the change in the estimate. 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. Recent Accounting Pronouncements: In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We adopted the standard on January 1, 2019. Based on our assessment of the new standard on our consolidated financial statements, we have concluded that there is no impact to our consolidated financial statements based on the short-term nature of our leases and our election of such practical expediency. In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update aligns the accounting for share-based payment awards issued to nonemployees with those issued to employees. Under the new guidance, the nonemployee awards will be measured on the grant date and compensation costs will be recognized when achievement of the performance condition is probable. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. This update is effective for annual and interim periods beginning after December 15, 2019, and interim periods within that reporting period. While the Company is still in the process of completing our analysis on the impact this guidance will have on the consolidated financial statements and related disclosures, the Company does not expect the impact to be material. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The update modifies the disclosure requirements for recurring and nonrecurring fair value measurements, primarily those surrounding Level 3 fair value measurements and transfers between Level 1 and Level 2. The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the new guidance and does not expect it to have a material impact on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction Between Topic 808 and Topic 606, which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. This ASU becomes effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this ASU will have on its consolidated financial statements. Fair Value Measurements We adopted ASC Topic 820 for financial instruments measured at fair value, whether on a recurring basis or non-recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s available for sale securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy. Investments are valued on a recurring basis. |
2. Fixed Assets
2. Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
2. Fixed Assets | 2. Fixed Assets Property and equipment consisted of the following at December 31, 2019 and 2018: December 31, 2019 2018 Furniture and Equipment $ 17,414 $ 15,045 Leasehold Improvements 2,500 2,500 19,914 17,545 Less: Accumulated Depreciation (13,474) (10,997) Net Property and Equipment $ 6,440 $ 6,548 Depreciation expense for the years ended December 31, 2019 and 2018 was $2,477 and $3,497, respectively. |
3. Intangibles and Goodwill
3. Intangibles and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
3. Intangibles and Goodwill | 3. Intangibles and Goodwill The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at December 31, 2019 and 2018: December 31, 2019 2018 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (Cannabis Sativa) –– 1,484,250 Intellectual Property Rights Vaporpenz (Cannabis Sativa) –– 210,100 Intellectual Property Rights (iBudtender) –– 330,000 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (Cannabis Sativa) –– 8,410 Patents and Trademarks (Wild Earth) –– 4,425 Patents and Trademarks (KPAL) 1,281,411 1,410,000 Total Intangibles 1,535,410 3,701,184 Less: Accumulated Amortization (840,192) (1,407,083) Net Intangible Assets $ 695,218 $ 2,294,101 Amortization expense for the years ended December 31, 2019 and 2018 was $558,958 each year. Impairment expense of intangible assets for the year ended December 31, 2019 was $1,039,926. The determination of fair value of the intangible assets was based on management estimates of product demand and market factors that were not readily observable. The assets, consisting of intellectual property rights and patents and trademarks were considered impaired due to delays in commercializing products using or based on the intangibles and the uncertainty surrounding the future revenue generation from the assets. Amortization of intangibles for each of the next five years is: 2020 $205,270 2021 $169,142 2022 $161,865 2023 $151,686 2024 $ 7,255 Goodwill in the amount of $3,010,202 was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. For the year ended December 31, 2018 the Company recorded a $1,173,000 impairment of the PrestoCorp goodwill. The 2018 impairment of the PrestoCorp goodwill was based on the slower than expected revenue growth associated with the acquisition and the uncertainties about the long-term prospects of the business. Impairment of the PrestoCorp goodwill was estimated using the income approach. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000 as of December 31, 2019. Goodwill in the amount of $336,667 was recorded as part of the acquisition of iBudtender that occurred on August 8, 2016. For the year ended December 31, 2019 the Company recorded a $336,667 impairment of the iBudtender goodwill. The impairment of the iBudtender goodwill was due to delays in completion of the iBudTender software and mobile app, and failure to commence viable business operations, as well as the uncertainty surrounding the future of the business opportunity. Impairment of the iBudTender goodwill was estimated using the income approach. Cumulative impairment of the iBudTender goodwill totals $336,667 as of December 31, 2019. The changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018 are as follows: December 31, 2019 2018 Beginning Balance $ 2,173,869 $ 3,346,869 Impairment – PrestoCorp -- (1,173,000) Impairment – iBudtender (336,667) Ending Balance $ 1,837,202 $ 2,173,869 |
4. Related Party Transactions
4. Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
4. Related Party Transactions | 4. Related Party Transactions The Company has received advances from related parties and officers of the Company to cover operating expenses. As of December 31, 2019 and 2018 amounts due to the related parties were $1,018,520 and $926,638, respectively. During the years ended December 31, 2019 and 2018, the Company recorded interest expense related to these advances at the rates between 5% and 8% per annum and in the amount of $49,608 and $39,429, respectively. The Company does not have written notes payable for these balances but has a verbal understanding with the related parties that written notes will be created in 2020 to reflect the balances due and payable December 31, 2025. At December 31, 2019 and 2018, there was $87,979 and $39,611, respectively, of accrued interest on these notes included in accounts payable and other accrued liabilities on the consolidated balance sheets. At December 31, 2019 and 2018, the Company had a note payable to the founder of iBudtender of $10,142 and $9,197, respectively, which is included in due to related parties on the consolidated balance sheets. The note earns interest at 0% and was due on December 2019. The note has not yet been paid pending further review of the iBudtender business and adjustment of the agreements between the parties. During each of the years ended December 31, 2019 and 2018, the Company incurred approximately $69,000 for consulting services from a nephew of the Company’s president. These services were paid in shares of common stock. During the years ended December 31, 2019 and 2018, the Company paid the officers and directors in shares of common stock. The shares were recorded at fair value at the time of issuance as compensation expense. See Note 6 regarding shares issued to related parties. |
5. Investments
5. Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
5. Investments | 5. Investments. In 2018, the Company purchased 10,000,000 shares of common stock of Medical Cannabis Payment Solutions (ticker: REFG) in exchange for 1,000,000 units of Weed coins (valued at $200,000). At December 31, 2019, the fair value of the investment in REFG was adjusted to $48,000 based on the closing price of the stock on that date, which resulted in an unrealized loss on investment of $152,000. There was no change in the fair value of the investment in REFG during the year ended December 31, 2018. |
6. Stockholders' Equity
6. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
6. Stockholders' Equity | 6. Stockholders’ Equity Share Capital The authorized capital of the Company consists of 45,000,000 shares of Common Stock with a par value of $0.001 and 5,000,000 shares of preferred stock issuable in series with such rights, preferences and conditions as the Board of Directors may establish. The Company has designated and established the rights of Series A preferred stock (“Series A”) with a par value of $0.001. The Company is authorized to issue up to 5,000,000 shares of Series A. The holders of Series A are entitled to dividends if the Company declares a dividend on common shares, have no liquidation preference, have voting rights equal to 1 vote per share, and can be converted into one share of common at any time. 2017 Stock Plan On July 28, 2017, the Company adopted the Cannabis Sativa 2017 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. The Company authorized up to 3,000,000 shares of common stock to be issued pursuant to the 2017 Stock Plan. Of the total common shares issued for services of 725,397 and 557,837 in the years ended December 31, 2019 and 2018, respectively, the Company issued 618,289 and 326,901 shares of common stock pursuant to the 2017 Stock Plan, respectively. The balance of the common shares issued in each year were restricted securities. At December 31, 2019, the Company was authorized to issue up to 2,010,884 additional shares under the 2017 Stock Plan. During 2019, shares of common stock and preferred stock were issued to related and non-related parties for cash and services, certain shares were cancelled, and shares were sold for cash. The following table breaks out the issuances by type of transaction and by related and non-related parties. Year ended December 31, 2019 Cash Services Total Related Parties Common Value Common Preferred Value Common Preferred Value Stephen Downing, Director - $ - 34,016 - $ 53,962 34,016 - $ 53,962 Deborah Goldsberry, Director - - 16,101 - 32,724 16,101 - $ 32,724 Don Lundbom, Officer - - 210,215 - 333,478 210,215 - $ 333,478 Trevor Reed, Director - - 27,212 - 43,168 27,212 - $ 43,168 Michael Gravel, Director - - 53,764 - 115,655 53,764 - $ 115,655 Cathy Carroll, Director - - 68,031 - 107,921 68,031 - $ 107,921 David Tobias, Officer, Director - - - 262,405 416,269 - 262,405 $ 416,269 Total for related parties - $ - 409,339 262,405 $ 1,103,177 409,339 262,405 $ 1,103,177 Related parties cancelled (1) - $ - (70,000) - $ - (70,000) - $ - Unrelated parties issued (2) 125,000 $ 50,000 443,659 - $ 710,462 568,659 - $ 760,462 Aggregate Totals 125,000 $ 50,000 782,998 262,405 $ 1,813,639 907,998 262,405 $ 1,863,639 1) During the year ended December 31, 2019, the Company received 70,000 shares of common stock that were returned by iBudtender and cancelled in relation to the amended purchase contract that was effective July 2018. 2) During the year ended December 31, 2019, $50,000 cash was received form sale of 125,000 units where each unit consisted of one share of stock and one warrants in a Private Placement at $0.40 each. During 2018, shares of common stock and preferred stock were issued to related and non-related parties for cash and services, certain shares were cancelled, and shares were issued upon exercise of warrants. The following table breaks out the issuances by type of transaction and by related and non-related parties. Year ended December 31, 2018 Cash Services Total Related Parties Common Value Common Preferred Value Common Preferred Value Stephen Downing, Director - $ - 14,628 - $ 64,674 14,628 - $ 64,674 Deborah Goldsberry, Director - - 21,999 - 110,688 21,999 - 110,688 Don Lundbom, Officer - - 91,128 - 403,444 91,128 - 403,444 Michael Gravel, Director - - 56,252 - 223,809 56,252 - 223,809 Catherine Carroll, Director - - 25,501 - 105,404 25,501 - 105,404 David Tobias, Officer, Director - - 50,140 - 187,514 50,140 - 187,514 David Tobias, Officer, Director - - - 27,426 160,000 - 27,426 160,000 Trevor Reed, Director 20,187 - 45,990 20,187 - 45,990 Total for related parties - $ - 279,835 27,426 $ 1,301,523 279,835 27,426 $ 1,301,523 Unrelated Parties Issued (1) 180,875 $ 361,750 434,722 - $ 1,517,140 615,597 - $ 1,878,890 Related Paries Cancelled (2) - $ - (50,000) - $ (50) (50,000) - $ (50) Unrelated Parties Cancelled (3) - - (332,447) - (990,692) (332,447) - (990,692) Aggregate Totals 180,875 $ 361,750 382,110 27,426 $ 1,827,921 512,985 27,426 $ 2,189,671 1) 2) 3) At December 31, 2019 and 2018, the Company had outstanding warrants to purchase 174,900 shares and 49,900 shares of the Company’s common stock, respectively. The exercise price on 125,000 warrants was $0.80 per share and these warrants expire in November 2022. The exercise price on 49,900 warrants was $2.00 per share and these warrants expire February 1, 2020. |
7. Going Concern Considerations
7. Going Concern Considerations | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
7. Going Concern Considerations | 7. Going Concern Considerations The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has negative working capital, has incurred operating losses since inception, and has not yet produced sufficient continuing revenues from operations to reach breakeven cash flow. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors. The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. Our operations have been financed primarily through proceeds from sales of common stock, warrants exercised for common stock and revenue generated from sales of our products. We have also issued equity instruments in certain circumstances to pay for services from vendors and consultants. These actions have provided us with the resources to operate our business, sell and support our products, attract and retain key personnel and add new products to our portfolio. We have experienced net losses and negative cash flows from operations each year since our inception. As of December 31, 2019, we had an accumulated deficit of approximately $74.9 million and negative working capital. During the year ended December 31, 2019, $50,000 in gross proceeds was raised from the issuance of common stock and warrants pursuant to a Private Placement Memorandum. During the year ended December 31, 2018, $361,750 was raised in gross proceeds from the issuance of common stock from the exercise of warrants. |
8. Commitments and Contingencie
8. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
8. Commitments and Contingencies | 8. Commitments and Contingencies Leases. PrestoCorp leases office space through WeWork in New York for $2,444 per month on a month to month arrangement. Until February 2019, PrestoCorp also leased space in San Francisco for $2,800 per month. PrestoCorp terminated its lease and closed its office in San Francisco as of the end of February 2019. Primary operations for PrestoCorp are now based in New York City. Rent expense for PrestoCorp for the years ended December 31, 2019 and 2018 was $29,950 and $45,111, respectively. The Company currently has no lease obligations extending beyond thirty days. Litigation. Stock Payable. 2019 2018 Beginning Balance – January 1 $ 532,146 $ 767,603 Additions, net 562,835 500,120 Issuances, net (454,296) (735,577) Ending Balance–December 31 $ 640,685 $ 532,146 Shares in Escrow. |
9. Income Taxes
9. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
9. Income Taxes | 9. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2019 and 2018 due to ongoing net losses and a valuation allowance. At December 31, 2019 and 2018, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances. At December 31, 2019 and 2018, 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. The net deferred tax asset is multiplied by an expected federal tax rate of 21%. 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, 2019 and 2018. The components of the Company’s net deferred tax assets at December 31 are as follows: 2019 Deferred tax asset: Net operating loss carryforwards $ 2,990,322 Non-deductible impairment expenses 955,315 Unrealized (gain) loss on investments and other 580 Total deferred tax assets 3,946,217 Valuation allowance (3,946,217) Net deferred tax assets $ - At December 31, 2019 the Company had net operating loss carry forwards of approximately $14,200,000 for federal and state purposes, $10,000,000 of which expire between 2021 through 2037. The remaining balance of $4,200,000 will never expire but its 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) is as follows: 2019 Provision (benefit) computed using the statutory rate: $ (826,641) Permanent differences 91,812 Change in valuation allowance 734,829 Total income tax provision (benefit) $ ` At December 31, 2018, the effective income tax rate of 0% differed from the statutory rate, due primarily to net operating losses incurred by the Company in the respective period. For the year ended December 31, 2018 a tax benefit of approximately $1,130,000 would have been generated. However, all benefits have been fully offset through a valuation allowance account due to the uncertainty of the utilization of the net operating losses. At December 31, 2018, the Company had accumulated net operating losses of approximately $10,028,000 that would result in a deferred tax asset of approximately $3.200,000. However. the Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods. 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 2016 through 2019. 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. |
10. Subsequent Events
10. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
10. Subsequent Events | 10. Subsequent Events Subsequent to December 31, 2019, the Company issued 963,238 shares of common stock and 232,214 shares of preferred stock, with an aggregate value of $640,685 (based on the respective measurement dates), to consultants and officers for services rendered in the 4th quarter of 2019. The value these shares were included in stock payable at December 31, 2019 for services rendered prior to that date. In October 2019, the Company signed an agreement to acquire certain assets of GK Marketing & Media for 100,000 shares of the Company’s common stock to be paid to sellers plus a commitment to fund the operations of a newly formed subsidiary, GK Manufacturing and Packaging, Inc.(“GKMP”) in the amount of $500,000. After signing the agreement and prior to year-end, the Company advanced $50,000 to GKMP to allow GKMP to begin setting up its production line. Preconditions to finalizing the transaction included creation of the new company and transfer of intellectual property to the newly formed business. These steps were completed in February and the agreement was finalized at a closing on February 20, 2020. At closing, GKMP is owned 51% by the Company and 49% by Keith Hyatt and Jason Washington, the former owners of GK Marketing and Media. The Company agreed to fund operations in the amount of an additional $100,000 at closing and fund the balance of $350,000 over the following 180 days. Additional shares of common stock payments of up to fair value of $1.5 million will be payable based on achievement of revenue targets in 2020. The transaction closed on February 7, 2020. As of April 20, 2020, the Company has provided aggregate funding of $225,000 to GK Manufacturing pursuant to the acquisition agreement. In October 2019, the board of directors approved a grant of 10,000 shares of the Company’s restricted common stock to an employee of PrestoCorp, payable 5,000 shares in December of 2019, and an additional 5,000 shares payable in June of 2020. The first 5,000 shares were issued in the first calendar quarter of 2020. On March 25, 2020, the Company borrowed $50,000 from a Director pursuant to a promissory note bearing interest at 8% per annum and payable April 1, 2021. The proceeds from the note were used to fund a portion of the working capital commitment to GK Manufacturing and Packaging, Inc. In the first calendar quarter of 2020, the Company entered into independent contracting agreements with twelve contractors, including five officers and directors, for services to be rendered by the contractors for the Company in 2020. The agreements provide for payment of compensation in common or preferred stock of the Company, a portion of which may be paid in registered shares pursuant to the Company’s 2017 Stock Plan. The agreements provide for payment of compensation on the first day of each calendar quarter for that quarter. If paid in common or preferred stock, the shares are considered fully vested and non-cancellable on the date of issuance and if registered, may be resold immediately by the contractors. In some instances, the contractors are paid in restricted common stock or preferred stock and must be held at least six months before such shares can be sold. Aggregate commitments for payment of contractors in 2020 total approximately $1,050,000. The outbreak of COVID-19, the coronavirus, has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the Company’s business operations. The World Health Organization has declared Covid-19 to be a global pandemic, resulting in an economic downturn and changes in global economic policy that will reduce demand for the Company’s products and may have an adverse impact on the Company’s business, operating results and financial condition. |
1. Organization and Summary o_2
1. Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policy Text Block [Abstract] | |
Nature of Corporation | Nature of Corporation: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), and Eden Holdings LLC (“Eden”). PrestoCorp is a 51% owned subsidiary and iBudtender is 50.1% owned. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the years ended December 31, 2019 and 2018. Our primary operations in 2019 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 also 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. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of Cannabis Sativa, Inc., and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc. and our 51% ownership of PrestoCorp, (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender and PrestoCorp and exercise control through management practices and oversight by the Company’s Board of Directors. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. 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. |
Accounts Receivable | Accounts Receivable: We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific allowance reserve is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due. |
Inventories | Inventories: Inventory costs, when applicable, include those costs directly attributable to the manufacture of the product before sale. Inventory consists of raw materials and finished goods and is carried at the lower of cost or net realizable value, using first-in, first-out method of determining cost. As of December 31, 2019, the Company had $-0- in finished goods and raw materials inventory. As of December 31, 2018, the Company had $5,714 in raw materials, consisting of the components used in the production of CBD and cannabis consumer products and $-0- in finished goods inventory. In 2018, the Company discontinued its manufacturing processes and at December 31, 2019, did not maintain inventory of raw materials or finished goods. |
Property and Equipment | 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. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The carrying amounts of cash and cash equivalents and amounts due to related parties approximate fair value given their short-term nature. |
Cash | 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 | Net Loss per Share: 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. At December 31, 2019 and 2018 the Company had 174,900 and 49,900 outstanding warrants, respectively, that would be dilutive to future periods net income. Also, at December 31, 2019 and 2018 the Company had 1,021,849 and 759,444 shares of convertible Series A preferred stock, respectively, that would be dilutive to future periods net income. See Note 6. |
Revenue Recognition | Revenue Recognition: Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition ☐ identify the contract with a customer; ☐ identify the performance obligations in the contract; ☐ determine the transaction price; ☐ allocate the transaction price to performance obligations in the contract; and ☐ recognize revenue as the performance obligation is satisfied. 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 in the periods presented in the accompanying Consolidated Statements of Operations and no provision for warranty expenses has been included. The Company generates revenue based on a per telehealth visit basis 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 stand ready to provide telehealth services. This occurs at the time an online client subscribes for the visit and gains access to our network of health care professionals. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the service. The Company operates as one reportable segment. |
Investments | Investments: Investments in equity securities are stated at fair value. The Company’s investments consist of ownership of less than 20% of the company in which the investment is held. The Company recognizes unrealized holding gains and losses in other (Income) Expenses in the consolidated statement of operations. On disposal of an investment, the difference between the disposal proceeds and the carrying amount is recognized as income or loss on the consolidated statement of operations. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill: We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” 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 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 Expense: Advertising costs are expensed as incurred and are included in general and administrative expense in the accompanying consolidated statements of operations. Advertising costs were $195,879 and $104,018 for the years ended December 31, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation: Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non-employees be recognized as compensation expense in the consolidated financial statements based on their fair values. The 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). The Company uses the Black-Scholes option pricing model when necessary as the most appropriate fair value method for awards. Although most awards have been restricted stock or shares of stock issued under the Company’s 2017 Stock Plan. See Note 6. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. |
Business Combinations | Business Combinations: We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The final purchase price may be adjusted up to one year from the date of the acquisition. Identifying the fair value of the tangible and intangible assets and liabilities acquired requires the use of estimates by management and was based upon currently available data. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to macro-economic factors, future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, acquired technologies and patents, and discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimate of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated statements of operations, financial position and cash flows in the period of the change in the estimate. |
Income Taxes | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We adopted the standard on January 1, 2019. Based on our assessment of the new standard on our consolidated financial statements, we have concluded that there is no impact to our consolidated financial statements based on the short-term nature of our leases and our election of such practical expediency. In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update aligns the accounting for share-based payment awards issued to nonemployees with those issued to employees. Under the new guidance, the nonemployee awards will be measured on the grant date and compensation costs will be recognized when achievement of the performance condition is probable. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. This update is effective for annual and interim periods beginning after December 15, 2019, and interim periods within that reporting period. While the Company is still in the process of completing our analysis on the impact this guidance will have on the consolidated financial statements and related disclosures, the Company does not expect the impact to be material. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The update modifies the disclosure requirements for recurring and nonrecurring fair value measurements, primarily those surrounding Level 3 fair value measurements and transfers between Level 1 and Level 2. The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the new guidance and does not expect it to have a material impact on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Clarifying the Interaction Between Topic 808 and Topic 606, which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. This ASU becomes effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this ASU will have on its consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements: We adopted ASC Topic 820 for financial instruments measured at fair value, whether on a recurring basis or non-recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s available for sale securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy. Investments are valued on a recurring basis. |
2. Fixed Assets (Tables)
2. Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2019 and 2018: December 31, 2019 2018 Furniture and Equipment $ 17,414 $ 15,045 Leasehold Improvements 2,500 2,500 19,914 17,545 Less: Accumulated Depreciation (13,474) (10,997) Net Property and Equipment $ 6,440 $ 6,548 |
3. Intangibles and Goodwill (Ta
3. Intangibles and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule of Intangible Assets | Intangibles consisted of the following at December 31, 2019 and 2018: December 31, 2019 2018 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (Cannabis Sativa) –– 1,484,250 Intellectual Property Rights Vaporpenz (Cannabis Sativa) –– 210,100 Intellectual Property Rights (iBudtender) –– 330,000 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (Cannabis Sativa) –– 8,410 Patents and Trademarks (Wild Earth) –– 4,425 Patents and Trademarks (KPAL) 1,281,411 1,410,000 Total Intangibles 1,535,410 3,701,184 Less: Accumulated Amortization (840,192) (1,407,083) Net Intangible Assets $ 695,218 $ 2,294,101 |
Amortization | Amortization of intangibles for each of the next five years is: 2020 $205,270 2021 $169,142 2022 $161,865 2023 $151,686 2024 $ 7,255 |
Goodwill | The changes in the carrying amount of goodwill during the years ended December 31, 2019 and 2018 are as follows: December 31, 2019 2018 Beginning Balance $ 2,173,869 $ 3,346,869 Impairment – PrestoCorp -- (1,173,000) Impairment – iBudtender (336,667) Ending Balance $ 1,837,202 $ 2,173,869 |
6. Stockholders' Equity (Tables
6. Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Related and non-related parties | The following table breaks out the issuances by type of transaction and by related and non-related parties. Year ended December 31, 2019 Cash Services Total Related Parties Common Value Common Preferred Value Common Preferred Value Stephen Downing, Director - $ - 34,016 - $ 53,962 34,016 - $ 53,962 Deborah Goldsberry, Director - - 16,101 - 32,724 16,101 - $ 32,724 Don Lundbom, Officer - - 210,215 - 333,478 210,215 - $ 333,478 Trevor Reed, Director - - 27,212 - 43,168 27,212 - $ 43,168 Michael Gravel, Director - - 53,764 - 115,655 53,764 - $ 115,655 Cathy Carroll, Director - - 68,031 - 107,921 68,031 - $ 107,921 David Tobias, Officer, Director - - - 262,405 416,269 - 262,405 $ 416,269 Total for related parties - $ - 409,339 262,405 $ 1,103,177 409,339 262,405 $ 1,103,177 Related parties cancelled (1) - $ - (70,000) - $ - (70,000) - $ - Unrelated parties issued (2) 125,000 $ 50,000 443,659 - $ 710,462 568,659 - $ 760,462 Aggregate Totals 125,000 $ 50,000 782,998 262,405 $ 1,813,639 907,998 262,405 $ 1,863,639 1) During the year ended December 31, 2019, the Company received 70,000 shares of common stock that were returned by iBudtender and cancelled in relation to the amended purchase contract that was effective July 2018. 2) During the year ended December 31, 2019, $50,000 cash was received form sale of 125,000 units where each unit consisted of one share of stock and one warrants in a Private Placement at $0.40 each. The following table breaks out the issuances by type of transaction and by related and non-related parties. Year ended December 31, 2018 Cash Services Total Related Parties Common Value Common Preferred Value Common Preferred Value Stephen Downing, Director - $ - 14,628 - $ 64,674 14,628 - $ 64,674 Deborah Goldsberry, Director - - 21,999 - 110,688 21,999 - 110,688 Don Lundbom, Officer - - 91,128 - 403,444 91,128 - 403,444 Michael Gravel, Director - - 56,252 - 223,809 56,252 - 223,809 Catherine Carroll, Director - - 25,501 - 105,404 25,501 - 105,404 David Tobias, Officer, Director - - 50,140 - 187,514 50,140 - 187,514 David Tobias, Officer, Director - - - 27,426 160,000 - 27,426 160,000 Trevor Reed, Director 20,187 - 45,990 20,187 - 45,990 Total for related parties - $ - 279,835 27,426 $ 1,301,523 279,835 27,426 $ 1,301,523 Unrelated Parties Issued (1) 180,875 $ 361,750 434,722 - $ 1,517,140 615,597 - $ 1,878,890 Related Paries Cancelled (2) - $ - (50,000) - $ (50) (50,000) - $ (50) Unrelated Parties Cancelled (3) - - (332,447) - (990,692) (332,447) - (990,692) Aggregate Totals 180,875 $ 361,750 382,110 27,426 $ 1,827,921 512,985 27,426 $ 2,189,671 1) 2) 3) |
8. Commitments and Contingenc_2
8. Commitments and Contingencies (Table) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Activity of stock payable | The following summarizes the activity of stock payable during the years ended December 31, 2019 and 2018: 2019 2018 Beginning Balance – January 1 $ 532,146 $ 767,603 Additions, net 562,835 500,120 Issuances, net (454,296) (735,577) Ending Balance–December 31 $ 640,685 $ 532,146 |
9. Income Taxes (Tables)
9. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of deferred tax assets | The components of the Company’s net deferred tax assets at December 31 are as follows: 2019 Deferred tax asset: Net operating loss carryforwards $ 2,990,322 Non-deductible impairment expenses 955,315 Unrealized (gain) loss on investments and other 580 Total deferred tax assets 3,946,217 Valuation allowance (3,946,217) Net deferred tax assets $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) is as follows: 2019 Provision (benefit) computed using the statutory rate: $ (826,641) Permanent differences 91,812 Change in valuation allowance 734,829 Total income tax provision (benefit) $ ` |
1. Organization and Summary o_3
1. Organization and Summary of Significant Accounting Policies: Nature of Corporation (Details) | Dec. 31, 2019 | Aug. 01, 2017 |
PrestoCorp | ||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% |
1. Organization and Summary o_4
1. Organization and Summary of Significant Accounting Policies: Principles of Consolidation (Details) | Dec. 31, 2019 | Aug. 01, 2017 |
Ibudtender Inc | ||
Equity Method Investment, Ownership Percentage | 50.10% | |
PrestoCorp | ||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% |
1. Organization and Summary o_5
1. Organization and Summary of Significant Accounting Policies: Inventories (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Text Block [Abstract] | ||
Inventory, Raw Materials | $ 0 | $ 5,714 |
Inventory, Finished Goods | $ 0 | $ 0 |
1. Organization and Summary o_6
1. Organization and Summary of Significant Accounting Policies: Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum | |
Property, Plant and Equipment, Useful Life | 10 years |
1. Organization and Summary o_7
1. Organization and Summary of Significant Accounting Policies: Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 174,900 | 49,900 |
Convertible Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,021,849 | 759,444 |
1. Organization and Summary o_8
1. Organization and Summary of Significant Accounting Policies: Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Maximum | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
1. Organization and Summary o_9
1. Organization and Summary of Significant Accounting Policies: Advertising Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Advertising Expense | $ 195,879 | $ 104,018 |
2. Fixed Assets (Details)
2. Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 2,477 | $ 3,497 |
2. Fixed Assets_ Schedule of Pr
2. Fixed Assets: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 19,914 | $ 17,545 |
Less: accumulated depreciation | (13,474) | (10,997) |
Property and Equipment, Net | 6,440 | 6,548 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 17,414 | 15,045 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,500 | $ 2,500 |
3. Intangibles and Goodwill (De
3. Intangibles and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Intangible Assets | $ 558,958 | $ 558,958 |
Impairment expense of intangible assets | 1,039,926 | |
PrestoCorp | ||
Impairment of goodwill | 3,010,202 | 1,173,000 |
Cumulative impairment of goodwill | 1,173,000 | |
Ibudtender | ||
Impairment of goodwill | 336,667 | $ 336,667 |
Cumulative impairment of goodwill | $ 336,667 | |
Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
3. Intangibles and Goodwill _ S
3. Intangibles and Goodwill : Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Gross | $ 1,535,410 | $ 3,701,184 |
Less: Accumulated Amortization | (840,192) | (1,407,083) |
Finite-Lived Intangible Assets, Net | 695,218 | 2,294,101 |
Cannabis Sativa | Internet Domain Names | ||
Finite-Lived Intangible Assets, Gross | 13,999 | 13,999 |
Cannabis Sativa | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 0 | 1,484,250 |
Cannabis Sativa | Patents And Trademarks | ||
Finite-Lived Intangible Assets, Gross | 0 | 8,410 |
Vaporpenz | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 0 | 210,100 |
Ibudtender Inc | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 0 | 330,000 |
PrestoCorp | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 240,000 | 240,000 |
Wild Earth | Patents And Trademarks | ||
Finite-Lived Intangible Assets, Gross | 0 | 4,425 |
KPAL | Patents And Trademarks | ||
Finite-Lived Intangible Assets, Gross | $ 1,281,411 | $ 1,410,000 |
3. Intangibles and Goodwill _ A
3. Intangibles and Goodwill : Amortization (Details) | Dec. 31, 2019USD ($) |
Disclosure Text Block [Abstract] | |
2020 | $ 205,270 |
2021 | 169,142 |
2022 | 161,865 |
2023 | 151,686 |
2024 | $ 7,255 |
3. Intangibles and Goodwill _ G
3. Intangibles and Goodwill : Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Goodwill, Beginning Balance | $ 2,173,869 | $ 3,346,869 |
Impairment Presto Corp | 0 | (1,173,000) |
Impairment - iBudtender | (336,667) | 0 |
Goodwill, Ending Balance | $ 1,837,202 | $ 2,173,869 |
4. Related Party Transactions (
4. Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net advances | $ 1,018,520 | $ 926,638 |
Interest Expense | 49,608 | 39,429 |
Investor | ||
Interest Expense | 49,608 | 39,429 |
Accrued interest | 87,979 | 39,611 |
Consultant | ||
Other General and Administrative Expense | $ 69,000 | 69,000 |
Minimum | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Maximum | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Ibudtender Inc | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Note Payable | $ 10,142 | $ 9,197 |
5. Investments (Details)
5. Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | ||
Stock Issued During Period, Shares, Purchase of Assets | 10,000,000 | |
Stock Issued During Period, Value, Purchase of Assets | $ 200,000 | |
Fair value of investment | 48,000 | |
Unrealized loss on investment | $ (152,000) | $ 0 |
6. Stockholders' Equity (Detail
6. Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Shares Issued for Services, Value | $ 1,359,343 | $ 2,083,086 |
Stock issued for cash, Value | $ 50,000 | |
Stock issued for cash, Shares | 125,000 | |
Proceeds received from warrant exercises | $ 361,750 | |
Common stock issued | 180,875 | |
Warrants exercise price | $ 2 | |
Common stock cancelled | 50,000 | |
Common stock returned, Shares | 332,447 | |
Warrants outstanding | 174,900 | 49,900 |
Warrant | ||
Warrants exercise price | $ 0.80 | |
Warrants expire | 125,000 | |
Warrants expire date | Nov. 30, 2022 | |
Warrant | ||
Warrants exercise price | $ 2 | |
Warrants expire | 49,900 | |
Warrants expire date | Feb. 1, 2020 | |
Common Stock | ||
Shares Issued for Services, Value | $ 726 | $ 558 |
Shares Issued for Services, Shares | 725,937 | 557,837 |
Proceeds received from warrant exercises | $ 181 | |
Cash Purchases for Exercise of Stock Warrants | 180,875 | |
Common Stock | 2017 Stock Plan | ||
Common Stock issued to compensate employees and consultants | 3,000,000 | |
Shares Issued for Services, Shares | 725,397 | 557,837 |
Stock issued for option | 618,289 | 326,901 |
Additional shares authorized | 2,010,884 | |
Preferred Stock [Member] | ||
Shares Issued for Services, Value | $ 223 | $ 27 |
Shares Issued for Services, Shares | 223,014 | 27,426 |
Proceeds received from warrant exercises | ||
Cash Purchases for Exercise of Stock Warrants | ||
Preferred Stock [Member] | Common Class A | ||
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Voting Rights | 1 vote per share | |
Ibudtender | ||
Stock returned | 70,000 |
6. Stockholders' Equity (Relate
6. Stockholders' Equity (Related and non-related parties) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock issued for Cash, shares | 125,000 | |
Stock issued for Cash, Value | $ 50,000 | |
Stock issued for services, Value | $ 1,359,343 | 2,083,086 |
Stephen Downing | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 53,962 | 64,674 |
Total stock issued, value | 53,962 | 64,674 |
Deborah Goldsberry | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 32,724 | 110,688 |
Total stock issued, value | 32,724 | 110,688 |
Don Lundbom | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 333,478 | 403,444 |
Total stock issued, value | 333,478 | 403,444 |
Trevor Reed | ||
Stock issued for Cash, Value | 0 | |
Stock issued for services, Value | 43,168 | 45,990 |
Total stock issued, value | 43,168 | 45,990 |
Michael Grave | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 115,655 | 223,809 |
Total stock issued, value | 115,655 | 223,809 |
Cathy Carroll | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 107,921 | 105,404 |
Total stock issued, value | 107,921 | 105,404 |
David Tobias | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 416,269 | 187,514 |
Total stock issued, value | 416,269 | 187,514 |
Related Parties | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 1,103,177 | 1,301,523 |
Total stock issued, value | 1,103,177 | 1,301,523 |
Related parties cancelled | ||
Stock issued for Cash, Value | 0 | 0 |
Stock issued for services, Value | 0 | (50) |
Total stock issued, value | 0 | (50) |
Unrelated parties issued | ||
Stock issued for Cash, Value | 50,000 | 0 |
Stock issued for services, Value | 710,462 | (990,692) |
Total stock issued, value | 760,462 | (990,692) |
Aggregate Totals | ||
Stock issued for Cash, Value | 50,000 | 361,750 |
Stock issued for services, Value | 1,813,639 | 1,827,921 |
Total stock issued, value | $ 1,863,639 | 2,189,671 |
David Tobias | ||
Stock issued for Cash, Value | 0 | |
Stock issued for services, Value | 160,000 | |
Total stock issued, value | 160,000 | |
Related Parties Issued | ||
Stock issued for Cash, Value | 361,750 | |
Stock issued for services, Value | 1,517,140 | |
Total stock issued, value | $ 1,878,890 | |
Common Stock | ||
Stock issued for services, shares | 725,937 | 557,837 |
Stock issued for services, Value | $ 726 | $ 558 |
Common Stock | Stephen Downing | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 34,016 | 14,628 |
Total stock issued, shares | 34,016 | 14,628 |
Common Stock | Deborah Goldsberry | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 16,101 | 21,999 |
Total stock issued, shares | 16,101 | 21,999 |
Common Stock | Don Lundbom | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 210,215 | 91,128 |
Total stock issued, shares | 210,215 | 91,128 |
Common Stock | Trevor Reed | ||
Stock issued for Cash, shares | 0 | |
Stock issued for services, shares | 27,212 | 20,187 |
Total stock issued, shares | 27,212 | 20,187 |
Common Stock | Michael Grave | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 53,764 | 56,252 |
Total stock issued, shares | 53,764 | 56,252 |
Common Stock | Cathy Carroll | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 68,031 | 25,501 |
Total stock issued, shares | 68,031 | 25,501 |
Common Stock | David Tobias | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | 0 | 50,140 |
Total stock issued, shares | 0 | 50,140 |
Common Stock | Related Parties | ||
Stock issued for Cash, shares | 0 | |
Stock issued for services, shares | 409,339 | |
Total stock issued, shares | 409,339 | |
Common Stock | Related parties cancelled | ||
Stock issued for Cash, shares | 0 | 0 |
Stock issued for services, shares | (70,000) | (50,000) |
Total stock issued, shares | (70,000) | (50,000) |
Common Stock | Unrelated parties issued | ||
Stock issued for Cash, shares | 125,000 | 0 |
Stock issued for services, shares | 443,659 | (332,447) |
Total stock issued, shares | 568,659 | (332,447) |
Common Stock | Aggregate Totals | ||
Stock issued for Cash, shares | 125,000 | 180,875 |
Stock issued for services, shares | 782,998 | 382,110 |
Total stock issued, shares | 907,998 | 512,985 |
Common Stock | David Tobias | ||
Stock issued for Cash, shares | 0 | |
Stock issued for services, shares | 0 | |
Total stock issued, shares | 0 | |
Common Stock | Related Parties Issued | ||
Stock issued for Cash, shares | 180,875 | |
Stock issued for services, shares | 434,722 | |
Total stock issued, shares | 615,597 | |
Preferred Stock [Member] | ||
Stock issued for services, shares | 223,014 | 27,426 |
Stock issued for services, Value | $ 223 | $ 27 |
Preferred Stock [Member] | Stephen Downing | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Deborah Goldsberry | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Don Lundbom | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Trevor Reed | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Michael Grave | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Cathy Carroll | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | David Tobias | ||
Stock issued for services, shares | 262,405 | 0 |
Total stock issued, shares | 262,405 | 0 |
Preferred Stock [Member] | Related Parties | ||
Stock issued for services, shares | 262,405 | 27,426 |
Total stock issued, shares | 262,405 | 27,426 |
Preferred Stock [Member] | Related parties cancelled | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Unrelated parties issued | ||
Stock issued for services, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Aggregate Totals | ||
Stock issued for services, shares | 262,405 | 27,426 |
Total stock issued, shares | 262,405 | 27,426 |
Preferred Stock [Member] | David Tobias | ||
Stock issued for services, shares | 27,426 | |
Total stock issued, shares | 27,426 | |
Preferred Stock [Member] | Related Parties Issued | ||
Stock issued for services, shares | 0 | |
Total stock issued, shares | 0 |
7. Going Concern Consideratio_2
7. Going Concern Considerations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (74,855,147) | $ (70,918,761) |
Negative working capital | 74,900,000 | |
Proceeds from issuance of common stock and warrants | $ 50,000 | $ 361,750 |
8. Commitments and Contingenc_3
8. Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 01, 2017 | |
Operating Leases, Rent Expense | $ 7,200 | $ 13,536 | |
Stock Payable | $ 640,685 | 532,146 | |
Shares in Escrow | Company has 419,475 shares of common stock in escrow as part of the acquisition of PrestoCorp. These shares are issuable in certain circumstances to the principals of PrestoCorp based on performance of the PrestoCorp business in 2020 and 2021. The escrow account originally contained 629,213 shares of common stock but 209,738 shares were cancelled in 2018 when the performance requirements were not met. The escrowed shares are not counted in the outstanding stock of the Company and will be considered compensation to the principals if and when issued. The escrow account also includes an additional 500 shares of PrestoCorp common stock which is distributable either back to the principals of PrestoCorp or to the Company, also depending on certain minimum performance requirements which extend into 2021. | ||
PrestoCorp | |||
Operating Leases, Rent Expense | $ 29,950 | $ 45,111 | |
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |
Warehouse Lease | |||
Debt Instrument, Periodic Payment | $ 600 | ||
San Francisco Office Facilities | PrestoCorp | |||
Debt Instrument, Periodic Payment | 2,800 | ||
New York office Facilities | PrestoCorp | |||
Debt Instrument, Periodic Payment | 2,444 | ||
Las Vegas Office Facilities | PrestoCorp | |||
Debt Instrument, Periodic Payment | $ 1,500 |
8. Commitments and Contingenc_4
8. Commitments and Contingencies: Stock Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | ||
Stock Payable | $ 532,146 | $ 767,603 |
Increase to Stock Payable | 562,835 | 500,120 |
Decrease to Stock Payable | (454,296) | (735,577) |
Stock Payable | $ 640,685 | $ 532,146 |
9. Income Taxes_ Deferred tax
9. Income Taxes: Deferred tax assets (Details) | Dec. 31, 2019USD ($) |
Deferred tax assets: | |
Net operating loss carryforwards | $ 2,990,322 |
Non-deductible impairment expenses | 955,315 |
Unrealized (gain) loss on investments and other | 580 |
Total deferred tax assets | 3,946,217 |
Valuation allowance | (3,946,217) |
Net deferred tax asset | $ 0 |
9. Income Taxes_ Effective Inc
9. Income Taxes: Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) computed using the statutory rate: | $ (826,641) | |
Permanent differences | 91,812 | |
Change in valuation allowance | 734,829 | |
Total income tax provision (benefit) | $ 0 | $ 0 |
9. Income Taxes (Details)
9. Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 21.00% | 0.00% |
Tax benefit | $ 1,130,000 | |
Operating loss carry forwards | $ 14,200,000 | 10,028,000 |
Federal and state Operating loss carry forwards | $ 10,000,000 | |
Federal and state Operating loss carry forwards expiartion date | Between 2021 through 2037 | |
Deferred tax asset | $ 3,200,000 |
10. Subsequent Events (Details)
10. Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 25, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 01, 2017 | |
Shares Issued for Services, Value | $ 1,359,343 | $ 2,083,086 | |||||
Shares Issued for purchase of assets | 10,000,000 | ||||||
Shares Issued for purchase of assets, Value | $ 200,000 | ||||||
Cash Paid | 336,107 | 151,946 | |||||
Net advances | $ 1,018,520 | $ 926,638 | |||||
PrestoCorp | |||||||
Common stock cancelled | 10,000 | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||||
Common Stock | |||||||
Shares Issued for Services | 725,937 | 557,837 | |||||
Shares Issued for Services, Value | $ 726 | $ 558 | |||||
Common Stock | GK Marketing & Media | |||||||
Shares Issued for purchase of assets | 100,000 | ||||||
Shares Issued for purchase of assets, Value | $ 500,000 | ||||||
Cash Paid | $ 50,000 | ||||||
Payment of cash description | Company agreed to fund operations in the amount of an additional $100,000 at closing and fund the balance of $350,000 over the following 180 days. Additional shares of common stock payments of up to fair value of $1.5 million will be payable based on achievement of revenue targets in 2020. The transaction closed on February 7, 2020. As of April 20, 2020, the Company has provided aggregate funding of $225,000 to GK Manufacturing pursuant to the acquisition agreement. | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||
Common Stock | Keith Hyatt and Jason Washington | |||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||
Preferred Stock [Member] | |||||||
Shares Issued for Services | 223,014 | 27,426 | |||||
Shares Issued for Services, Value | $ 223 | $ 27 | |||||
Subsequent Event | |||||||
Shares Issued for Services, Value | $ 640,685 | ||||||
Subsequent Event | GK Marketing & Media | |||||||
Net advances | $ 50,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Due date | Apr. 1, 2021 | ||||||
Payment of contractors for commitments | $ 1,050,000 | ||||||
Subsequent Event | Common Stock | |||||||
Shares Issued for Services | 963,238 | ||||||
Subsequent Event | Preferred Stock [Member] | |||||||
Shares Issued for Services | 232,214 |