Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the consolidated financial position and results of its operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2019 (including the notes thereto) set forth in Form 10-K filed with the Securities and Exchange Commission on June 11, 2020. Principles of Consolidation The consolidated financial statements through September 30, 2020 include the accounts of the Company and the following entities, all of which have fiscal year ends of December 31. (Note 1). ● 100% owned subsidiary, Project 1493, LLC; ● 100% owned subsidiary, Andalucia 511, LLC; ● 51% majority owned subsidiary, Spirulinex, LLC; ● 55% majority owned subsidiary, Sunset Connect Oakland, LLC; ● 55% majority owned, Green Spirit Essentials, LLC; ● 100% owned subsidiary, Green Spirit Mendocino, LLC; and ● 100% owned subsidiary, 138 Main Street PA, LLC. ● 100% owned subsidiary, GSRX SUPES, LLC ● 100% owned subsidiary, Point Arena Supply Co., LLC ● 100% owned subsidiary, Ukiah Supply Company, LLC ● 100% owned subsidiary, Pure and Natural, LLC ● 94% owned subsidiary, Point Arena Manufacturing, LLC ● 100% owned subsidiary, Point Arena Distribution, LLC ● 51% majority owned subsidiary, Pure and Natural-Lakeway, LLC ● 51% majority owned subsidiary, Pure and Natural One-TN, LLC ● 95% owned subsidiary, Green Room Palm Springs, LLC All intercompany transactions have been eliminated in the consolidated financial statements. Use of Estimates and Assumptions The preparation of the consolidated financial statements that are in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Cash and Cash Equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months at purchase or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. At September 30, 2020 the Company had $278,570 in excess of FDIC depository insurance coverage. In the Company’s Puerto Rico operations, the Company holds cash from sales in multiple safes. The cash is used to pay vendors and certain taxes required to be paid with cash. The Company deposits cash into bank from safes when vendors require payment by check. As of September 30, 2020, the Company held approximately $68,000 in safes. Cash held in escrow, in the name of the Company, is held by Gunnison Bank (“Gunnison”). The escrow account was established to hold the deposits from the sale of equity in subsidiaries and hold funds for businesses under subscription agreements. There are no restrictions on the funds held by Gunnison on the Company’s behalf. Investments, fair value On March 30, 2019 the Company entered into a Share Exchange Agreement (the “Share Agreement”) and an Ancillary Rights Agreement (the “Ancillary Agreement”) with Chemesis International Inc., a British Columbian Corporation (“CADMF”). In the Share Agreement, the Company received 7,291,874 pre-split, restricted shares of common stock of CADMF initial fair value. On December 20, 2019 CADMF completed a reverse 1:10 stock split, reducing the shares held to 729,187. Fair value of the investment as of September 30, 2020 was $258,132. CADMF is quoted on the OTCQB market and closed on Wednesday, September 30, 2020 at $0.354 per share. Investments, cost method Pure and Natural, LLC made a $50,000 investment on January 4, 2019 for a 10% equity and profits interest in The Zen Stop, LLC. The Zen Stop is a mobile wellness business called “ Zen Stop.” Pure and Natural, LLC purchased 25,167 membership units in Buzznog, LLC for $20,000 on March 6, 2019. The investment is carried at the cost basis as it is a private company and fair value cannot be determined. Revenue Recognition The Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. The following table presents the Company’s revenues disaggregated by type and by state/territory: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenues by Type Wholesale $ 1,373 $ 852 $ 2,191 $ 51,180 Retail 2,744,585 2,756,306 8,184,716 9,011,282 Total $ 2,745,958 $ 2,757,158 $ 8,186,907 $ 9,062,462 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenues by State/Territory California $ 110,064 $ 175,810 $ 303,163 $ 409,803 Tennessee - 12,814 10,113 38,479 Texas 1,373 2,648 4,795 90,915 Puerto Rico 2,634,521 2,565,886 7,868,836 8,523,265 Total $ 2,745,958 $ 2,757,158 $ 8,186,907 $ 9,062,462 Accounts Receivable The Company carries its accounts receivable at their estimated realizable amounts and periodically evaluates the credit condition of its customers. The allowance for uncollectible accounts receivable is based on the Company’s historical bad debt experience and on management’s evaluation of collectability of the individual outstanding balances. As of September 30, 2020, the Company had not identified any uncollectible accounts. Advance to Parent and Affiliate On October 11, 2019 the Company sold real estate in Puerto Rico, resulting in net proceeds of $920, 402. The Company advanced the proceeds to its parent, Chemesis in exchange for a note due January 31, 2020, bearing an interest of at Prime plus 1.0% per month. Through May 6, 2020 Chemesis repaid $650,000 on the loan. On May 6, 2020 the Company amended the loan agreement with Chemesis to repay $100,000 of the loan by May 30, 2020 and the balance paid in full by November 6, 2020. As of the date of this report, Chemesis did not make the loan payment of $100,000 due on May 30, 2020 or the balance in full due by November 6, 2020, but had repaid an additional $77,604 of the advance by September 30, 2020. The Company has placed a Reserve for Collection of the Advance to Parent and Affiliate for the outstanding balance of $192,798 as of September 30, 2020. The current balance due on the note as of the date of this report is $228,798. As of September 30, 2020, the Company advanced $1,605,782 to Natural Ventures Puerto Rico, LLC (“NVPR”), a subsidiary of Chemesis as an informal, unsecured, due upon demand advance. The Company has placed a Reserve for Collection of the Advance to Parent and Affiliate for the outstanding balance of $1,605,782 as of September 30, 2020. The current balance of the advance due as of the date of this report is $1,663,707. Inventory The Company’s inventory is stated at the lower of cost or market, determined by the first-in, first-out (“FIFO”) method. Inventory consists of cannabis products, such as flower, edibles, creams, oils and cannabis accessories as pipes, bowls and cartridges; and CBD products, such as soft gels, tinctures, balms, pain cream and vape pens. Inventory is comprised of the following items: As of As of September 30, December 31, 2020 2019 Finished goods – flower $ 128,103 $ 135,074 Finished goods – cannabis products 405,167 195,311 Finished goods – CBD products 78,617 111,931 Total $ 611,887 $ 442,316 Fixed Assets Fixed assets are recorded at cost and are depreciated using the straight-line method over estimated useful lives as follows: Type of Asset Estimated Life Furniture, Fixtures and Equipment 5 – 10 years Building and Leasehold improvements 5 - 25 years Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost is measured based on the estimated fair value of the equity or liability instruments issued. (See Note 3). Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was organized under the laws of Nevada and therefore will be taxed at statutory U.S. federal corporate income tax rates. Basic Earnings per Share The Company computes net income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net income (loss) per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the exercise price being significantly higher than current market price of the Company’s shares. The total number of potentially dilutive securities which have been excluded is 995,334. (Note 3). Recent Accounting Pronouncements As of June 30, 2020 and through February 12, 2021 there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements. |