Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | CAN B CORP |
Entity Central Index Key | 0001509957 |
Entity Tax Identification Number | 20-3624118 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 960 South Broadway |
Entity Address, Address Line Two | Suite 120 |
Entity Address, City or Town | Hicksville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11801 |
City Area Code | (516) |
Local Phone Number | 595-9544 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | CEO |
Entity Address, Address Line Two | 960 South Broadway |
Entity Address, Address Line Three | Suite 120 |
Entity Address, City or Town | Hicksville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11801 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 190,529 | $ 457,798 | $ 46,540 |
Accounts receivable, less allowance for doubtful accounts of $533,300 and $485,848, respectively | 3,129,265 | 2,003,064 | 1,251,609 |
Inventory | 861,294 | 344,954 | 784,497 |
Note receivable | 2,898 | 2,898 | 24,268 |
Operating lease right-of-use-asset - current | 671,954 | 35,790 | |
Prepaid expenses | 324,097 | 1,209,126 | 1,279,901 |
Assets, Current | 5,180,037 | 4,053,630 | 3,386,815 |
Property and equipment, net | 7,338,685 | 994,979 | 1,075,242 |
Other assets: | |||
Deposits | 23,287 | 21,287 | 21,287 |
Prepaid expenses - noncurrent | 7,405 | 1,179,929 | |
Other receivable – noncurrent | 12,910 | 58,206 | |
Intangible assets, net | 702,873 | 523,009 | 1,339,907 |
Goodwill | 55,849 | 55,849 | 55,849 |
Operating lease right-of-use-asset - noncurrent | 1,298,500 | 22,384 | |
Other noncurrent assets | 13,082 | 20,315 | |
Right-of-Use Asset, net of amortization of $45,086 and $6,280, respectively | 58,174 | 96,980 | |
Total other assets | 2,093,591 | 642,844 | 2,752,158 |
Total assets | 14,612,313 | 5,691,453 | 7,214,215 |
Current liabilities: | |||
Accounts payable | 658,084 | 153,640 | 226,467 |
Accrued expenses | 1,907,726 | 200,495 | |
Due to related party | 320,000 | ||
Accrued officers’ compensation | 147,133 | 144,363 | |
Other accrued expenses payable | 53,362 | 61,557 | |
Notes and loans payable, net | 4,147,639 | 1,827,531 | 35,000 |
Operating lease liability - current | 812,174 | 43,506 | 38,281 |
Total current liabilities | 7,845,623 | 2,225,172 | 505,668 |
Long-term liabilities: | |||
Operating lease liability - noncurrent | 1,160,915 | 15,492 | 58,998 |
Notes and loans payable, net | 194,940 | ||
Total long-term liabilities | 1,160,915 | 210,432 | 58,998 |
Total liabilities | 9,006,538 | 2,435,604 | 564,666 |
Commitments and contingencies (Note 13) | |||
Stockholders’ equity: | |||
Preferred Stock Value | |||
Common stock, no par value; 1,500,000,000 shares authorized, 27,132,807 and 5,544,590 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 35,952,327 | 26,111,978 | 24,323,712 |
Treasury stock | (572,678) | (572,678) | |
Additional Paid in Capital | 3,225,461 | 2,563,399 | 872,976 |
Additional Paid-in capital – Stock Options (Note 11) | 962,323 | 583,200 | |
Additional Paid-in capital – Warrants | 728,100 | ||
Accumulated deficit | (38,538,511) | (30,386,024) | (24,669,513) |
Total stockholders’ equity | 5,605,775 | 3,255,849 | 6,649,549 |
Total liabilities and stockholders’ equity | 14,612,313 | 5,691,453 | 7,214,215 |
Series A Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred Stock Value | 5,539,174 | 5,539,174 | 5,539,174 |
Series B Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred Stock Value | |||
Series C Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred Stock Value | |||
Series D Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred Stock Value | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Allowance for doubtful accounts | $ 485,848 | $ 0 | $ 533,300 |
Accumulated depreciation, property and equipment | 239,650 | 116,555 | 348,029 |
Amortization of intangible assets | 236,431 | 202,521 | $ 372,070 |
Amortization of right-of-use Asset | $ 45,086 | $ 6,280 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 5,544,590 | 2,680,937 | 27,132,807 |
Common stock, shares outstanding | 5,544,590 | 2,680,937 | 27,132,807 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 20 | 20 | 20 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares issued | 20 | 20 | 20 |
Preferred stock, shares outstanding | 20 | 20 | 20 |
Series B Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 2,000 | 2,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 50 | 50 | |
Preferred stock, shares outstanding | 50 | 50 | |
Series D Preferred Stock [Member] | |||
Preferred stock, shares authorized | 4,000 | 4,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 1,950 | 1,950 | |
Preferred stock, shares outstanding | 1,950 | 1,950 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||||
Total revenues | $ 1,910,372 | $ 459,496 | $ 2,619,078 | $ 1,234,287 | $ 1,709,669 | $ 2,305,503 |
Cost of revenues | 540,886 | 70,381 | 876,293 | 239,975 | 278,062 | 598,584 |
Gross profit | 1,369,486 | 389,115 | 1,742,785 | 994,312 | 1,431,607 | 1,706,919 |
Operating expenses | 3,893,685 | 1,161,751 | 8,645,362 | 3,998,414 | ||
Officers and director’s compensation (including stock-based Compensation of $1,589,224 and $1,587,060, respectively | 2,077,713 | 2,639,711 | ||||
Consulting fees (including stock-based compensation of 669,956 and 2,831,232, respectively) | 778,062 | 3,014,329 | ||||
Advertising expense | 519,922 | 333,441 | ||||
Hosting expense | 22,781 | 13,034 | ||||
Rent expense | 234,790 | 246,968 | ||||
Professional fees | 533,213 | 287,441 | ||||
Depreciation of property and equipment | 16,475 | 12,627 | ||||
Amortization of intangible assets | 135,339 | 446,556 | 658,910 | 142,093 | ||
Reimbursed Expenses | 87,718 | 242,585 | ||||
Other | 876,431 | 667,097 | ||||
Total operating expenses | 5,806,015 | 7,599,326 | ||||
Loss from operations | (2,524,199) | (772,636) | (6,902,577) | (3,004,102) | (4,374,408) | (5,892,407) |
Other income (expense): | ||||||
Other income | 204 | 2,935 | 645 | |||
Gain on debt extinguishment | 196,889 | |||||
Gain (loss) on disposal of assets - net | (374,116) | |||||
Loss on investment | (40,000) | |||||
EIDL Grant | 10,000 | |||||
Interest income (forfeited) - net | (3,068) | 2,524 | ||||
Interest expense | (707,855) | (468,799) | (1,448,650) | (551,581) | (931,615) | (8,793) |
Other (expense) income | (647) | 10,000 | (40,000) | |||
Other expense | (708,502) | (458,595) | (1,248,826) | (590,936) | (1,338,799) | (6,269) |
Loss before provision for income taxes | (3,232,701) | (1,231,231) | (8,151,403) | (3,595,038) | (5,713,207) | (5,898,676) |
Provision for income taxes | 85 | (1,945) | (1,084) | (3,170) | 3,304 | 2,084 |
Net loss | $ (3,232,616) | $ (1,233,176) | $ (8,152,487) | $ (3,598,208) | $ (5,716,511) | $ (5,900,760) |
Loss per share - basic and diluted | $ (0.11) | $ (0.37) | $ (0.36) | $ (1.16) | ||
Net loss per common share - basic | $ (1.62) | $ (2.87) | ||||
Net loss per common share - diluted | $ (1.36) | $ (2.20) | ||||
Weighted average common shares outstanding – | ||||||
Weighted average shares outstanding - basic and diluted | 30,025,766 | 3,376,610 | 22,667,619 | 3,091,866 | ||
Basic | 3,534,739 | 2,058,525 | ||||
Diluted | 4,201,419 | 2,687,383 | ||||
Provision for (benefit from) income taxes | $ (85) | $ 1,945 | $ 1,084 | $ 3,170 | $ (3,304) | $ (2,084) |
Product Sales [Member] | ||||||
Revenues | ||||||
Total revenues | 1,749,435 | 459,196 | 2,355,231 | 1,233,287 | 1,708,419 | 2,304,303 |
Service Revenue [Member] | ||||||
Revenues | ||||||
Total revenues | $ 160,937 | $ 300 | $ 263,847 | $ 1,000 | $ 1,250 | $ 1,200 |
Consolidated Statement of Ope_2
Consolidated Statement of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | $ 2,259,180 | $ 4,397,478 |
Amortization of finance cost | 725,287 | 0 |
Consulting Fees [Member] | ||
Stock-based compensation | 669,956 | 2,831,232 |
Officers and Directors [Member] | ||
Stock-based compensation | $ 1,589,224 | $ 1,587,060 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 4,557,424 | $ 479 | $ 16,624,557 | $ 1,075,176 | $ (18,768,753) | $ 3,488,883 | |||
Beginning balance, shares at Dec. 31, 2018 | 18 | 499,958 | 1,468,554 | ||||||
Issuance of Series A Preferred stock pursuant to employment agreement | $ 992,250 | 992,250 | |||||||
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement, shares | 3 | ||||||||
Issuance of common stock for retirement of Series A Preferred Stock | $ (10,500) | $ 10,500 | |||||||
Issuance of common stock and retirement of Series A preferred stock, shares | (1) | 33,333 | |||||||
Issuance of common stock for retirement of Series B Preferred Stock | $ (479) | $ 479 | |||||||
Issuance of common stock for retirement of Series B Preferred Stock, shares | (499,958) | 250,131 | |||||||
Sale of common stock | $ 3,296,700 | 3,296,700 | |||||||
Sale of common stock, shares | 379,555 | ||||||||
Issuance of common stock in 2019 for acquisition of technology | $ 932,000 | 932,000 | |||||||
[custom:StockIssuedDuringPeriodSharesAcquisitionOfTechnology] | 68,580 | ||||||||
Issuance of common stock in 2019 for acquisition of inventory | $ 487,500 | 487,500 | |||||||
[custom:IssuanceOfCommonStockForAcquisitionOfInventoryShares] | 125,000 | ||||||||
Issuance of common stock in 2019 for satisfaction of accrued salaries | $ 33,153 | 33,153 | |||||||
[custom:IssuanceOfCommonStockForSatisfactionOfAccruedSalariesShares] | 2,227 | ||||||||
Issuance of common stock in 2019 for compensation and services rendered | $ 2,938,823 | 2,938,823 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 353,557 | ||||||||
Issuance of common stock for compensation, shares | |||||||||
Stock options | 381,111 | 381,111 | |||||||
Net loss | (5,900,760) | (5,900,760) | |||||||
Ending balance, value at Dec. 31, 2019 | $ 5,539,174 | $ 23,113,077 | 1,075,176 | (23,361,223) | 6,366,204 | ||||
Ending balance, shares at Dec. 31, 2019 | 20 | 2,680,937 | |||||||
Issuance of common stock for services rendered | $ 401,059 | $ 401,059 | |||||||
Issuance of common stock for services rendered, shares | 435,888 | ||||||||
Issuance of common stock - reverse stock split rounding | |||||||||
Issuance of common stock for acqusition of intangible assets | $ 201,187 | $ 201,187 | |||||||
Issuance of common stock for acqusition of intangible assets, shares | 235,000 | ||||||||
Issuance of common stock for compensation | $ 41,625 | 41,625 | |||||||
Issuance of common stock for compensation, shares | 30,000 | ||||||||
Treasury stock acquired | $ (560,000) | (560,000) | |||||||
Treasury stock acquired, shares | (543,715) | 543,715 | |||||||
Issuance of common stock in lieu of interest payment | $ 77,775 | 77,775 | |||||||
Issuance of common stock in lieu of interest payment, shares | 185,000 | ||||||||
Issuance of common stock presuant to note agreements | $ 88,927 | 88,927 | |||||||
Issuance of common stock presuant to note agreements, shares | 162,545 | ||||||||
Issuance of common stock for inventory | $ 491,979 | 491,979 | |||||||
Issuance of common stock for inventory, shares | 478,715 | ||||||||
Issuance of common stock - reverse stock split rounding, shares | 2,460 | ||||||||
Issuance of common stock pursuant to FirstFire note agreement | $ 295,780 | 295,780 | |||||||
Issuance of common stock pursuant to FirstFire note agreement, shares | 119,508 | ||||||||
Net loss | (3,598,208) | (3,598,208) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 5,539,174 | $ 24,711,409 | $ (560,000) | 1,075,176 | (26,959,431) | 3,806,328 | |||
Ending balance, shares at Sep. 30, 2020 | 20 | 3,786,338 | 543,715 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 5,539,174 | $ 23,113,077 | 1,075,176 | (23,361,223) | 6,366,204 | ||||
Beginning balance, shares at Dec. 31, 2019 | 20 | 2,680,937 | |||||||
Sale of common stock | $ 300,000 | 300,000 | |||||||
Sale of common stock, shares | 600,000 | ||||||||
Issuance of common stock for services rendered | $ 584,338 | 584,338 | |||||||
Issuance of common stock for services rendered, shares | 941,199 | ||||||||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | |||||||||
Issuance of common stock - reverse stock split rounding | 2,460 | ||||||||
Issuance of common stock in 2020 pursuant to First Fire note agreement | $ 357,030 | 357,030 | |||||||
Issuance of common stock in 2020 pursuant to First Fire note agreement, shares | 313,032 | ||||||||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | $ 80,182 | 80,182 | |||||||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement, shares | 142,545 | ||||||||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | $ 8,745 | 8,745 | |||||||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | 20,000 | ||||||||
Issuance of common stock in 2020 pursuant to Arena note agreement | $ 129,580 | 129,580 | |||||||
Issuance of common stock in 2020 pursuant to Arena note agreement, shares | 409,417 | ||||||||
Issuance of common stock for acqusition of intangible assets | $ 217,012 | 217,012 | |||||||
Issuance of common stock for acqusition of intangible assets, shares | 285,000 | ||||||||
Issuance of common stock for compensation | $ 41,625 | 41,625 | |||||||
Issuance of common stock for compensation, shares | 30,000 | ||||||||
Issuance of common stock in 2020 for interest | $ 77,775 | 77,775 | |||||||
Issuance of common stock in 2020 for interest, shares | 185,000 | ||||||||
Issuance of common stock in 2020 for inventory | $ 491,979 | 491,979 | |||||||
Issuance of common stock in 2020 for inventory, shares | 478,715 | ||||||||
Treasury stock acquired | $ (560,000) | (560,000) | |||||||
Treasury stock acquired, shares | (543,715) | 543,715 | |||||||
Stock options | 379,123 | 379,123 | |||||||
Net loss | (5,716,511) | (5,716,511) | |||||||
Warrants | 728,100 | 728,100 | |||||||
Ending balance, value at Dec. 31, 2020 | $ 5,539,174 | $ 26,111,978 | $ (572,678) | 2,563,399 | (30,386,024) | 3,255,849 | |||
Ending balance, shares at Dec. 31, 2020 | 20 | 5,544,590 | 543,715 | ||||||
Beginning balance, value at Jun. 30, 2020 | $ 5,539,174 | $ 24,056,211 | 1,075,176 | (25,726,255) | 4,944,306 | ||||
Beginning balance, shares at Jun. 30, 2020 | 20 | 3,421,338 | |||||||
Issuance of common stock for services rendered | $ 85,444 | 85,444 | |||||||
Issuance of common stock for services rendered, shares | 245,000 | ||||||||
Treasury stock acquired | $ (560,000) | (560,000) | |||||||
Treasury stock acquired, shares | (543,715) | 543,715 | |||||||
Issuance of common stock in lieu of interest payment | $ 77,775 | 77,775 | |||||||
Issuance of common stock in lieu of interest payment, shares | 185,000 | ||||||||
Issuance of common stock for inventory | $ 491,979 | 491,979 | |||||||
Issuance of common stock for inventory, shares | 478,715 | ||||||||
Net loss | (1,233,176) | (1,233,176) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 5,539,174 | $ 24,711,409 | $ (560,000) | 1,075,176 | (26,959,431) | 3,806,328 | |||
Ending balance, shares at Sep. 30, 2020 | 20 | 3,786,338 | 543,715 | ||||||
Ending balance, value at Dec. 31, 2020 | $ 5,539,174 | $ 26,111,978 | $ (572,678) | 2,563,399 | (30,386,024) | 3,255,849 | |||
Ending balance, shares at Dec. 31, 2020 | 20 | 5,544,590 | 543,715 | ||||||
Sale of common stock | $ 4,826,001 | 4,826,001 | |||||||
Sale of common stock, shares | 9,323,540 | ||||||||
Issuance of common stock for services rendered | $ 985,824 | 985,824 | |||||||
Issuance of common stock for services rendered, shares | 1,441,125 | ||||||||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 662,062 | 662,062 | |||||||
Issuance of common stock for asset acquisitions | $ 3,350,513 | 3,350,513 | |||||||
Issuance of common stock for asset acquisition, shares | 5,537,056 | ||||||||
Issuance of common stock in lieu of interest payment | $ 140,263 | 140,263 | |||||||
Issuance of common stock in lieu of interest payment, shares | 381,247 | ||||||||
Issuance of preferred stock, shares | $ 2 | 2 | |||||||
Issuance of preferred stock, shares | 50 | 1,950 | |||||||
Conversion of Series C Preferred stock to Common stock | |||||||||
Conversion of Series C Preferred stock to Common stock, shares | 3,750,000 | ||||||||
Issuance of common stock in lieu of note repayments | $ 537,748 | 537,748 | |||||||
Issuance of common stock in lieu of note repayments, shares | 1,155,250 | ||||||||
Net loss | (8,152,487) | (8,152,487) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 5,539,174 | $ 2 | $ 35,952,327 | $ (572,678) | 3,225,461 | (38,538,511) | 5,605,775 | ||
Ending balance, shares at Sep. 30, 2021 | 20 | 0 | 50 | 1,950 | 27,132,808 | 543,715 | |||
Beginning balance, value at Jun. 30, 2021 | $ 5,539,174 | $ 2 | $ 30,070,447 | $ (572,678) | 3,225,461 | (35,305,895) | 2,956,511 | ||
Beginning balance, shares at Jun. 30, 2021 | 20 | 50 | 1,950 | 16,943,011 | 543,715 | ||||
Sale of common stock | $ 1,960,001 | 1,960,001 | |||||||
Sale of common stock, shares | 3,591,540 | ||||||||
Issuance of common stock for services rendered | $ 568,776 | 568,776 | |||||||
Issuance of common stock for services rendered, shares | 1,035,011 | ||||||||
Issuance of common stock for asset acquisitions | $ 3,212,840 | 3,212,840 | |||||||
Issuance of common stock for asset acquisition, shares | 5,181,999 | ||||||||
Issuance of common stock in lieu of interest payment | $ 140,263 | 140,263 | |||||||
Issuance of common stock in lieu of interest payment, shares | 381,247 | ||||||||
Net loss | (3,232,616) | (3,232,616) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 5,539,174 | $ 2 | $ 35,952,327 | $ (572,678) | $ 3,225,461 | $ (38,538,511) | $ 5,605,775 | ||
Ending balance, shares at Sep. 30, 2021 | 20 | 0 | 50 | 1,950 | 27,132,808 | 543,715 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||||
Net loss | $ (8,152,487) | $ (3,598,208) | $ (5,716,511) | $ (5,900,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,373,763 | 2,259,180 | 4,397,478 | |
Stock-based interest expense | 140,263 | 390,430 | 451,680 | |
Gain (Loss) on Disposition of Assets for Financial Service Operations | 374,116 | |||
Depreciation | 141,961 | 92,999 | 124,388 | 89,779 |
Amortization of intangible assets | 135,339 | 446,556 | 658,910 | 142,093 |
Amortization of original-issue-discounts | 1,168,918 | 141,404 | 273,607 | |
Bad debt expense | 47,452 | 202,137 | 270,919 | 253,483 |
Forgiveness of PPP loan | (194,940) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,173,653) | (690,675) | 1,022,374 | 1,465,920 |
Inventory | (516,340) | 362,348 | (931,523) | 209,893 |
Prepaid expenses | 885,029 | (15,990) | 10,797 | 4,760 |
Security deposit | 27,439 | |||
Deposits | (2,000) | |||
Other noncurrent assets | 7,233 | 33,714 | ||
Other receivable | (57,974) | 58,206 | ||
Operating lease right-of-use asset | 1,811 | 565 | (525) | (299) |
Accounts payable | 1,490,268 | 221,161 | (72,827) | 153,408 |
Accrued expenses | (42,769) | 164,512 | ||
Accrued officer’s compensation | 2,770 | 144,363 | ||
Other accrued expenses payable | (8,195) | 17,777 | ||
Net cash used in operating activities | (6,063,915) | (875,284) | (1,947,091) | (2,413,420) |
Investing activities: | ||||
Note receivable | 1,481 | 21,370 | (4,879) | |
Purchase of property and equipment | (472,827) | (43,616) | (50,219) | (1,105,403) |
Proceeds from disposal of asset | 3,600 | |||
Purchase of intangible assets | (177,530) | (550,000) | ||
Net cash used in investing activities | (650,357) | (42,135) | (25,249) | (1,660,282) |
Financing activities: | ||||
Proceeds received from notes and loans payable | 1,525,000 | 1,667,840 | 4,521,618 | 35,000 |
Proceeds from issuance of Series D Preferred Stock | 2 | |||
Repayments of notes and loans payable | (224,000) | (90,000) | (1,359,900) | (19,205) |
Deferred financing costs | (101,455) | (518,120) | ||
Proceeds from sale of common stock | 4,826,001 | 300,000 | 3,296,700 | |
Proceeds received from related parties | 320,000 | |||
Acquisition of treasury stock | (560,000) | (560,000) | ||
Net cash provided by financing activities | 6,447,003 | 916,385 | 2,383,598 | 3,312,495 |
Decrease in cash and cash equivalents | (267,269) | (1,034) | 411,258 | (761,207) |
Cash and cash equivalents, beginning of period | 457,798 | 46,540 | 46,540 | 807,747 |
Cash and cash equivalents, end of period | 190,529 | 45,506 | 457,798 | 46,540 |
Supplemental Cash Flow Information: | ||||
Income taxes paid | 1,084 | 3,170 | 3,304 | 2,084 |
Interest paid | 4,000 | 19,746 | 206,328 | 8,793 |
Non-cash Investing and Financing Activities: | ||||
Issuance of common stock for inventory | 491,980 | 491,980 | 487,500 | |
Issuance of common stock in acquisition of intangible assets | 217,011 | 404,345 | ||
Amortization of prepaid issuance of common stock for services rendered | 931,079 | 1,254,096 | 121,000 | |
Issuance of common stock in lieu of repayments of notes payable | 537,748 | 462,482 | ||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 662,062 | |||
Issuance of common stock in asset acquisitions | 3,350,513 | 201,187 | 929,734 | |
Issuance of common stock in acquisition of note payable (interest expense) | 451,680 | |||
Issuance of common stock for services rendered | $ 985,824 | 47,563 | ||
Issuance of common stock in conversion of Series A Preferred Stock | 10,500 | |||
Issuance of common stock in retirement of Series B Preferred Stock | $ 479 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Organization and Description of Business | Note 1 – Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). The Company acquired 100 % of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the nine months ended September 30, 2021. The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas. | Organization and Description of Business Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100 100 Effective December 27, 2010, WRAP effected a 10-for-1 forward stock split 1-for-10 reverse stock split 300:1 reverse stock split On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). Can B̅ specializes in the production and sale of a variety of hemp-derived cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and non-hemp lifestyle products. Can B̅ is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas. For the periods presented, the assets, liabilities, revenues, and expenses are those of CAN B and its operational subsidiaries. Financial information for PHP, Duramed and Green Grow Farms in the periods have been consolidated with the Company’s financials. Prosperity, Imbibe Wellness Solutions, LLC fka Radical Tactical and Pivt labs, LLC fka NY Hemp Depot had no activity for the periods presented. |
Going Concern Uncertainty
Going Concern Uncertainty | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern Uncertainty | Note 2 – Liquidity The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of September 30, 2021, the Company had cash and cash equivalents of $ 190,529 and negative working capital of $ 2,665,586 . For the periods ended September 30, 2021 and 2020, the Company had incurred losses of $ 8,152,487 and $ 3,598,208 , respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through the sale of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 – Going Concern Uncertainty The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 31, 2020, the Company had cash and cash equivalents of $ 457,798 1,118,857 5,851,512 5,900,760 ○ Satisfying accrued but unpaid compensation through the issuance of stock. ○ From January 1,2021 through March 31,2021 the Company raised $ 2,716,000 ○ The Company intends to raise additional capital from the sale of common stock. ○ Increase sales of products through additional product offerings. ○ Increase product sales through expanded marketing programs. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2020 Form 10-K. Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2020 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2020 Form 10-K. Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Segment reporting As of September 30, 2021, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | NOTE 3 – Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (e) Accounts receivable Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $ 270,919 0 (f) Inventory Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. (g) Prepaid expenses Prepaid expenses include stock-based officer, employee and consulting compensation of $ 1,216,531 2,459,830 (h) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. (i) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. (j) Goodwil The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. (k) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. (l) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. (m) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. (n) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. (o) Advertising Advertising costs are expensed as incurred and amounted to $ 519,922 333,441 (p) Research and Development Research and development costs are expensed as incurred. In the period ended December 31, 2020 and 2019 the Company spent $ 165,000 150,000 (q) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. (r) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12). (s) Reverse Stock-Spli On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented. (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventories | Note 5 – Inventories Inventories consist of: Schedule of Inventories September 30, December 31, 2021 2020 Raw materials $ 775,116 $ 294,522 Finished goods 86,178 50,432 Total $ 861,294 $ 344,954 | NOTE 4 – Inventories Inventories consist of: Schedule of Inventories December 31, December 31, Raw materials $ 294,522 $ 708,239 Finished goods 50,432 76,258 Total $ 344,954 $ 784,497 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 5 – Notes Receivable Notes receivable consist of: Schedule of Notes Receivable December 31, December 31, Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3 November 30, 2020 $ - $ 19,389 Note receivable dated February 8,2019 from an employee, weekly installments of $ 1,200 8 2,898 4,879 Total 2,898 24,268 Current portion of notes receivable (2,898 ) (24,268 Noncurrent portion of notes receivable $ - $ - |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | Note 6 – Property and Equipment Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,849,314 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,686,714 1,234,629 Accumulated depreciation (348,029 ) (239,650 ) Net $ 7,338,685 $ 994,979 Depreciation expense related to property and equipment was $ 140,961 92,999 | NOTE 6 – Property and Equipment, Net Property and Equipment, net, consist of: Summary of Property, Plant and Equipment December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 Depreciation expense was $ 124,388 89,779 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Net | Note 7 – Goodwill and Intangible Assets Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2021 2020 Technology, IP and patents $ 989,743 $ 674,240 Hemp processing registration 85,200 85,200 Total 1,074,943 759,440 Accumulated amortization (372,070 ) (236,431 ) Intangible assets, net $ 702,873 $ 523,009 Amortization expense was $ 135,339 446,556 Amortization expense for the balance of 2021, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Future Amortization Expense Three months ended December 31, 2021 $ 24,278 Fiscal year 2022 97,112 Fiscal year 2023 97,112 Fiscal year 2024 97,112 Fiscal year 2025 86,966 Thereafter 300,293 Intangible assets, net $ 702,873 There was no goodwill activity during the nine months ended September 30, 2021 and 2020. | NOTE 7 – Intangible Assets, Net Intangible assets, net, consist of: Schedule of Intangible Assets December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 Estimated future amortization expense are as follows: Schedule of Estimated Future Amortization Expense December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 25,000 382,500 3,333 49,500 50,000 The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has remained dormant since the Shi Farms deal was consummated and no activity is contemplated. As a result, the Company has written off the remaining intangible asset from Shi Farms. The Company subsequently acquired Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. Grow Farms Inc. intends to amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA, if and when it becomes financially prudent for the Company to do so. The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 69,375 50,000 15,825 The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 131,812 The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $ 0 |
Notes and Loans Payable
Notes and Loans Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes and Loans Payable | Note 8 – Notes and Loans Payable Convertible Promissory Notes In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The principal balance of the note is $ 2,675,239 January 31, 2022 12 3,426,280 3,426,280 760,000 0 2,286,792 In December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund, LP (“ASOF”). The principal balance of the note is $ 102,539 January 31, 2022 131,325 131,325 31,000 0 87,773 In May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners I, LP. The principal balance of the note is $ 1,193,135 January 31, 2022 12 1,529,670 1,529,670 0.45 277,000 0 1,073,250 In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $ 306,865 January 31, 2022 393,417 393,417 0.45 71,000 0 276,750 PPP Loan In 2020, the Company received a loan under the U.S. Small Business Administration’s Paycheck Protection Program established under the Coronavirus Aid Relief and Economic Security Act (“CARES act”) and related rules and regulations (the “PPP loan”) of $ 194,940 Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of such loans after eight weeks, if the loan is used for eligible purposes, including to fund payroll costs, mortgage interest, rent and/or utility costs, and meet certain other requirements, including, the maintenance of employment and compensation levels. The Company plans to use the entire PPP Loan for qualifying expenses and expects to qualify for full or partial forgiveness under the program. In May 2021, the Company received notice of forgiveness of the PPP loan in whole, including all accrued unpaid interest. In fiscal year 2021, the Company recorded the forgiveness of $ 194,940 1,949 196,889 TWS Note On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $ 1,250,000 100,000 6 1,050,000 Related Party Loan In 2020, the Company entered into a loan payable to a director of the Company with a principal balance of $ 224,000 12 | NOTE 8 – Notes and Loans Payable Notes and loans payable consist of: Schedule of Notes and Loans Payable December 31, December 31, Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020. $ 224,000 $ 30,000 Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016. - 5,000 Note payable to Arena Special Opportunities Partners I, LP, due September 10, 2021. 2,675,239 - Note payable to Arena Special Opportunities Fund, LP, due September 10, 2021. 102,539 - Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in January 2023. Payments are deferred for ten months after the end of the covered period. The Note has been submitted to the SBA for forgiveness within the bank guidelines. 194,940 - Total Notes and Loan Payable 3,196,718 35,000 Less: Unamortized Finance Cost (1,174,247 ) - Less: Current Portion (1,827,531 ) (35,000 ) Long-term Portion $ 194,940 $ - |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 9 – Preferred Stock Each share of Series A Preferred Stock is convertible into 33,334 pari passu pari passu Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5 The shares of Series B Preferred Stock have no voting rights. Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. On February 8, 2019, the Company issued 33,333 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock. From February 21, 2019 to March 12, 2019, the Company issued aggregately 67,405 157,105 On May 28, 2019, the Company issued 3 1,203,000 four years On April 26, 2019, the Company issued 6,436 15,000 On May 1, 2019, the Company issued 8,581 20,000 On May 9, 2019, the Company issued 23,710 55,263 On June 7, 2019, the Company issued 10,726 25,000 On August 13, 2019, the Company issued 97,607 227,590 On December 16, 2019, the Company issued 35,666 From January 1, 2021 through March 25, 2021, the Company issued 1,950 In March 2021, the Company issued 50 Each Preferred C was immediately issuable as common at 25 thousand to one so the total issuance was 1,250,000 common shares for each recipient. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common Stock | Note 9 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 33,334 pari passu pari passu Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5 The shares of Series B Preferred Stock have no voting rights. Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. 600 150 collectively representing 19,500,000 voting shares Common Stock For the nine months ended September 30, 2021, the Company issued an aggregate of 9,323,540 In addition, for the nine months ended September 30, 2021, the Company issued an aggregate of 5,537,056 1,441,125 1,536,497 | NOTE 10 – Common Stock From January 4, 2019 to March 27, 2019, the Company issued aggregately 138,107 1,196,100 On January 14, 2019, the Company issued 25,000 From January 18, 2019 to March 17, 2019, the Company issued aggregately 82,000 From January 19, 2019 to March 27, 2019, the Company issued aggregately 3,893 On February 5, 2019, the Company issued 6,667 On February 20, 2019, the Company issued 3,333 From April 1, 2019 through June 30, 2019 the Company issued an aggregate of 51,706 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 13,916 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 4,615 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 86,207 750,000 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 1,350,600 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 487,500 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 31,335 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,319 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 145,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 100,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 From July 1, 2020 through September 30, 2020, the Company received an aggregate of 543,715 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 185,000 On July 29, 2020, CANB and Iconic Brands (ICNB) completed a share exchange whereby the one five From October 1, 2020 through December 31, 2020, the company issued an aggregate of 435,311 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 70,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 50,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 600,000 300,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 193,524 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 394,304 shares of CANB Common Stock to Arena Special Opportunities Partners I, LP for a commitment fee pursuant to a securities purchase agreement. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 15,133 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 5,932,000 130,750 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,057 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,250 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 600,000 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 150 3,750,000 |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Options and Warrants | Note 10 – Stock Options A summary of stock options activity for the nine months ended September 30, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2021 1,197,199 $ 0.36 4.17 Granted 561,920 $ 0.46 4.57 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2021 1,759,119 $ 0.39 4.27 Schedule of Non-Vested Option Option Shares Weighted Average Non-vested options, January 1, 2021 1,197,199 $ 0.35 Granted 561,920 $ 0.46 Vested - - Forfeited - - Non-vested options, September 30, 2021 $ 1,759,119 $ 0.36 | NOTE 11 – Stock Options and Warrants A summary of stock options and warrants activity follows: Summary of Stock Options and Warrants Activity Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 Issued and outstanding stock options as of December 31, 2020 consist of: Schedule of Issued and Outstanding Stock Options Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2018 20,000 $ 0.30 2023 2019 56,667 $ 0.30 2022 2020 1,120,532 $ 0.361 2025 1,197,199 On June 11, 2018, the Company granted 10,000 10,000 one 0.30 June 11, 2023 84,000 8.40 5 262.00 2.80 On October 21, 2018, the Company granted 10,000 0.30 October 1, 2023 118,200 11.82 5 221.96 3.05 On September 9, 2019, the Company granted 26,667 one 0.30 September 9, 2022 192,000 7.20 3 463,34 1.46 On October 15, 2019, the Company granted 10,000 one 0.30 October 15, 2022 63,000 6.30 3 463,34 1.60 On December 9, 2020, the Company granted 12,500 one 0.50 December 9, 2025 12,500 .45 5 168 .41 On December 29, 2020, the Company granted 277,008 one 0.36 December 29, 2025 140,997 .51 5 168 ) .41 Issued and outstanding warrants as of December 31, 2020 consist of: Schedule of Issued and Outstanding Warrants Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 825 $ 300 2020 2018 6,667 $ 13,034 (a) 2023 2020 3,557,605 $ 1,273,623 2025 Total 3,565,097 (a) 110 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 11 – Income Taxes The Company’s income tax provisions for the nine and three months ended September 30, 2021 and 2020 reflect the Company’s estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions. | NOTE 12 – Income Taxes No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods. The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21 Schedule of Provisions for (Benefits from) Income Taxes 2020 2019 December 31, 2020 2019 Expected income tax (benefit) at 21 $ (1,200,467 ) $ (1,239,160 ) Non-deductible stock-based compensation 474,428 923,470 Non-deductible stock-based interest 94,853 - Increase in deferred income tax assets valuation allowance 631,186 315,690 Provision for (benefit from) income taxes $ - $ - Deferred income tax assets consist of: Schedule of Deferred Income Tax Assets December 31, December 31, 2020 2019 Net operating loss carryforward 1,931,355 1,300,168 Valuation allowance (1,931,355 ) (1,300,168 ) Net $ - $ - Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $ 1,931,355 9,196,924 100 1,369 518,390 594,905 686,775 159,141 151,874 135,096 166,911 311,890 25,511 338,345 381,638 499,288 716,858 1,503,282 3,005,651 Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The Company’s U.S. Federal and state income tax returns prior to 2016 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2016 tax year returns expired in September 2020. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13 – Segment Information The Company has one The accounting policies of the segment described above are the same as those described in Summary of Significant Accounting Policies in Note 3. The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income. Schedule of Segment Reporting Information Durable Equipment Products Three months ended December 31, 2020 Revenue from external customers 367,673 Revenue from other segments - Segment profit 276,226 Segment assets 2,603,379 Twelve months ended December 31, 2020 Revenue from external customers 1,176,220 Revenue from other segments - Segment profit 691,482 Segment assets 2,603,379 Three Months Ended December 31, 2020 Twelve Months Ended December 31, 2020 Total profit for reportable segment $ 278,719 $ 694,828 Other income (expense) - net (2,493 ) (3,346 ) Income before income taxes $ 276,226 $ 691,482 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13 – Commitments and Contingencies Employment Agreements On December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and Pure Health Products LLC Pasquale Ferro. Under these agreements, they are to receive a i) base salary of fifteen thousand dollars ($ 15,000.00 100,000 200 100,000 20 Consulting Agreements On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $ 5,000 6,250 7,500 Lease Agreements We determine if a contract contains a lease at inception. Our material operating leases are utilized for office space, processing and storage. Our leases generally have remaining terms of 1 - 3 Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. The lease liability of $ 43,506 at December 31, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at our 10 % estimated incremental borrowing rate) value of the future lease payments of $ 62,740 at December 31, 2020. Major Customers For the twelve months ended December 31, 2020, there were no customers that accounted for more than 10% of total revenues. For the twelve months ended December 31, 2019, there were no customers that accounted for more than 10% of total revenues. The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the nine months ended September 30, 2021 and 2020 was $ 492,919 193,069 At September 30, 2021, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases 2021 Three months ended December 31, 2021 $ 181,725 Fiscal year 2022 655,885 Fiscal year 2023 701,839 Fiscal year 2024 433,640 Total $ 1,973,089 | NOTE 14 – Commitments and Contingencies Employment Agreements On December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and Pure Health Products LLC Pasquale Ferro . Under these agreements, they are to receive a i) base salary of fifteen thousand dollars ($ 15,000 100,000 200 100,000 20 On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $ 10,000 15,000 30,000,000 On February 12, 2018, the Company executed an Executive Service Agreement (“Posel Agreement”) with David Posel. The Posel Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Posel Agreement also provides for compensation to Mr. Posel of $ 5,000 1 On February 16, 2018, the Company executed an Executive Service Agreement (“Holtmeyer Agreement”) with Andrew W. Holtmeyer. The Holtmeyer Agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 3 years. The Holtmeyer Agreement also provides for compensation to Mr. Holtmeyer of $ 10,000 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year 15,000 829 On October 15, 2018, the Company executed an Employment Agreement (“Teeple Agreement”) with Stanley L. Teeple. The Teeple Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Teeple Agreement also provides for compensation to Mr. Teeple of $ 15,000 1 four years 3 On December 28, 2018, the Company executed an Employment Agreement (“Ferro Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $ 15,000 5 4 Effective September 6, 2019 (the “Effective Date”), Can B̅ Corp. (the “Company” or “CANB”) approved the appointment of Johnny J. Mack (“Mack”) as its President and Chief Operating Officer. Mack had been serving as the Company’s interim COO. The Company and Mack have entered into a new Employee Services Agreement (the “Mack Agreement”) to memorialize the terms of the foregoing. In consideration for Mack’s services, Mack would (i) receive a base salary of $ 15,000 106,667 26,667 26,667 0.30 13,315 26,667 In addition, on October 10 th 2,500 1,667 0.30 Consulting Agreements On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $ 5,000 6,250 7,500 On December 8, 2019, the Company executed a Consulting Agreement with Seacore Capital, Inc. (“Seacore”) for Seacore to serve as the Company’s consultant for stock compensation of a total of 8,333 th rd Lease Agreements On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 2,922 3,009 3,100 36 3,193 3,289 3,388 30 3,807.05 3,921.26 100,681 90,591 103,260 We determine if a contract contains a lease at inception. Our material operating leases are utilized for office space, processing and storage. Our leases generally have remaining terms of 1 - 3 The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the years ended December 31, 2020 and 202019 was $ 234,790 246,968 At December 31, 2020, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Year ended December 31, 2021 47,055 Year ended December 31, 2022 15,685 Total $ 62,740 The lease liability of $ 43,506 10 62,740 Major Customers For the twelve months ended December 31, 2020, there were no customers that accounted for more than 10% For the twelve months ended December 31, 2019, there were no customers that accounted for more than 10% |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 12 – Related Party Transactions For the nine months ended September 30, 2021 and 2020, the Company paid fees to a service provider that is a relative of a director for professional services in the amount of $ 9,900 54,500 As of September 30, 2021, the Company has amounts due to a related party of $ 320,000 | NOTE 15 – Related Party Transactions LI Accounting Associates, LLC (LIA), an entity controlled by a relative of the Managing Member PHP, is a vendor of CANB. At December 31, 2020, CANB did not have an account payable due to LIA. For the twelve months ended December 31, 2020, CANB had expenses to LIA of $ 64,400 During the twelve months ended December 31, 2020, we had products and service sales to related parties totaling $ 0 |
Prior Period Adjustment
Prior Period Adjustment | 12 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment | |
Prior Period Adjustment | NOTE 16 – Prior Period Adjustment The accompanying consolidated financial statements of the Company have been restated to correct an error made in the prior year. The error relates to an understatement of intangible assets by $ 283,345 1,308,290 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 14 – Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements are issued and as of that date, except as reported below, there were no subsequent events that required adjustment or disclosure in the consolidated financial statements. | NOTE 17 – Subsequent Events In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through March 25, 2021, the date on which these consolidated financial statements were available to be issued. There were material subsequent events that required recognition or additional disclosure in these consolidated financial statements as follows: On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended December 31, 2021. On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares 600 150 collectively representing 19,500,000 voting shares On February 22, 2021, the Company entered into a material definitive agreement with its wholly owned subsidiary, Radical Tactical, LLC, a Nevada limited liability company and Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to Radical Tactical. The assets to be purchased (“Assets”) include the intellectual property rights, including trademarks, logos, know how, formulations, productions procedures, copyrights, social media accounts, domain names and marketing materials relating to its branded products containing CBD, including a muscle and joint salve, unscented fizzy bath soak, CALM massage oil, Me x 3 Metabolic Energy (energy and dietary supplement), and Muscle, Joints & Back CBD Cryo Gel; inventory; and goodwill. In exchange for the Assets, the Company has agreed to pay Imbibe Sixty-Five Thousand Dollars ($ 65,000 On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment; goodwill associated therewith; and marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets, the Company originally agreed to pay the Sellers the fair value of the BB Assets, as determined by a neutral third-party appraiser selected by the Company and Sellers. Notwithstanding the foregoing, the parties have agreed that, in lieu of engaging a third-party evaluator, the Company will pay the Seller a maximum of $ 355,056.78 The Board of Directors had previously designed a Preferred Series C share designation and included that issuance in the Employment Agreements of CEO Marco Alfonsi, CFO, Stanley L. Teeple, and Pure Health Products LLC President Pasquale Ferro in the amount of 200 100 100 Out of the 200 each authorized, 50 have been issued to each employee In January 1, 2021, the Company issued a convertible promissory note to KORR Acquisition Group, Inc. in the principal amount of $ 175,000 one year 6% |
Liquidity
Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity | Note 2 – Liquidity The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of September 30, 2021, the Company had cash and cash equivalents of $ 190,529 and negative working capital of $ 2,665,586 . For the periods ended September 30, 2021 and 2020, the Company had incurred losses of $ 8,152,487 and $ 3,598,208 , respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through the sale of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 – Going Concern Uncertainty The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 31, 2020, the Company had cash and cash equivalents of $ 457,798 1,118,857 5,851,512 5,900,760 ○ Satisfying accrued but unpaid compensation through the issuance of stock. ○ From January 1,2021 through March 31,2021 the Company raised $ 2,716,000 ○ The Company intends to raise additional capital from the sale of common stock. ○ Increase sales of products through additional product offerings. ○ Increase product sales through expanded marketing programs. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2020 Form 10-K. Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2020 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2020 Form 10-K. Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Segment reporting As of September 30, 2021, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | NOTE 3 – Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (e) Accounts receivable Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $ 270,919 0 (f) Inventory Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. (g) Prepaid expenses Prepaid expenses include stock-based officer, employee and consulting compensation of $ 1,216,531 2,459,830 (h) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. (i) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. (j) Goodwil The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. (k) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. (l) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. (m) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. (n) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. (o) Advertising Advertising costs are expensed as incurred and amounted to $ 519,922 333,441 (p) Research and Development Research and development costs are expensed as incurred. In the period ended December 31, 2020 and 2019 the Company spent $ 165,000 150,000 (q) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. (r) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12). (s) Reverse Stock-Spli On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented. (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Note 4 – Asset Acquisitions Botanical Biotech Asset Acquisition On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $ 355,057 10 In conjunction with the BB asset acquisition, the Company entered into employment agreements with two sellers. The Company and BB entered into an employment agreement with Lebsock dated March 11, 2021 (the “Lebsock Agreement”) pursuant to which Lebsock will serve as the President of BB for a term of three (3) years. The term of the Lebsock Agreement will automatically renew for an additional 3-year term unless other terminated by either party. Lebsock will receive a base salary equal to $ 120,000 3 100,000 Effective March 16, 2021, BB entered into a Consulting Agreement (the “Schlosser Agreement”) with Schlosser pursuant to which Schlosser has agreed to provide consulting services to BB for a period of 3 months in exchange for compensation equal to $ 10,000 CO Botanicals Asset Acquisition On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC, (“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $ 5,316,774 1,250,000 6 100,000 4,066,774 0.62 that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow TN Botanicals Asset Acquisition On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $ 1,394,324 498,259 896,065 0.62 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 6 – Property and Equipment Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,849,314 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,686,714 1,234,629 Accumulated depreciation (348,029 ) (239,650 ) Net $ 7,338,685 $ 994,979 Depreciation expense related to property and equipment was $ 140,961 92,999 | NOTE 6 – Property and Equipment, Net Property and Equipment, net, consist of: Summary of Property, Plant and Equipment December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 Depreciation expense was $ 124,388 89,779 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | Note 7 – Goodwill and Intangible Assets Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2021 2020 Technology, IP and patents $ 989,743 $ 674,240 Hemp processing registration 85,200 85,200 Total 1,074,943 759,440 Accumulated amortization (372,070 ) (236,431 ) Intangible assets, net $ 702,873 $ 523,009 Amortization expense was $ 135,339 446,556 Amortization expense for the balance of 2021, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Future Amortization Expense Three months ended December 31, 2021 $ 24,278 Fiscal year 2022 97,112 Fiscal year 2023 97,112 Fiscal year 2024 97,112 Fiscal year 2025 86,966 Thereafter 300,293 Intangible assets, net $ 702,873 There was no goodwill activity during the nine months ended September 30, 2021 and 2020. | NOTE 7 – Intangible Assets, Net Intangible assets, net, consist of: Schedule of Intangible Assets December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 Estimated future amortization expense are as follows: Schedule of Estimated Future Amortization Expense December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 25,000 382,500 3,333 49,500 50,000 The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has remained dormant since the Shi Farms deal was consummated and no activity is contemplated. As a result, the Company has written off the remaining intangible asset from Shi Farms. The Company subsequently acquired Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. Grow Farms Inc. intends to amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA, if and when it becomes financially prudent for the Company to do so. The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 69,375 50,000 15,825 The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 131,812 The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $ 0 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 9 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 33,334 pari passu pari passu Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5 The shares of Series B Preferred Stock have no voting rights. Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. 600 150 collectively representing 19,500,000 voting shares Common Stock For the nine months ended September 30, 2021, the Company issued an aggregate of 9,323,540 In addition, for the nine months ended September 30, 2021, the Company issued an aggregate of 5,537,056 1,441,125 1,536,497 | NOTE 10 – Common Stock From January 4, 2019 to March 27, 2019, the Company issued aggregately 138,107 1,196,100 On January 14, 2019, the Company issued 25,000 From January 18, 2019 to March 17, 2019, the Company issued aggregately 82,000 From January 19, 2019 to March 27, 2019, the Company issued aggregately 3,893 On February 5, 2019, the Company issued 6,667 On February 20, 2019, the Company issued 3,333 From April 1, 2019 through June 30, 2019 the Company issued an aggregate of 51,706 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 13,916 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 4,615 From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 86,207 750,000 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 1,350,600 From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 487,500 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 31,335 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,319 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 145,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 100,000 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 From July 1, 2020 through September 30, 2020, the Company received an aggregate of 543,715 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 185,000 On July 29, 2020, CANB and Iconic Brands (ICNB) completed a share exchange whereby the one five From October 1, 2020 through December 31, 2020, the company issued an aggregate of 435,311 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 70,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 50,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 600,000 300,000 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 193,524 From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 394,304 shares of CANB Common Stock to Arena Special Opportunities Partners I, LP for a commitment fee pursuant to a securities purchase agreement. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 15,133 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 5,932,000 130,750 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,057 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,250 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 600,000 From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 150 3,750,000 |
Stock Options
Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Options | Note 10 – Stock Options A summary of stock options activity for the nine months ended September 30, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2021 1,197,199 $ 0.36 4.17 Granted 561,920 $ 0.46 4.57 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2021 1,759,119 $ 0.39 4.27 Schedule of Non-Vested Option Option Shares Weighted Average Non-vested options, January 1, 2021 1,197,199 $ 0.35 Granted 561,920 $ 0.46 Vested - - Forfeited - - Non-vested options, September 30, 2021 $ 1,759,119 $ 0.36 | NOTE 11 – Stock Options and Warrants A summary of stock options and warrants activity follows: Summary of Stock Options and Warrants Activity Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 Issued and outstanding stock options as of December 31, 2020 consist of: Schedule of Issued and Outstanding Stock Options Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2018 20,000 $ 0.30 2023 2019 56,667 $ 0.30 2022 2020 1,120,532 $ 0.361 2025 1,197,199 On June 11, 2018, the Company granted 10,000 10,000 one 0.30 June 11, 2023 84,000 8.40 5 262.00 2.80 On October 21, 2018, the Company granted 10,000 0.30 October 1, 2023 118,200 11.82 5 221.96 3.05 On September 9, 2019, the Company granted 26,667 one 0.30 September 9, 2022 192,000 7.20 3 463,34 1.46 On October 15, 2019, the Company granted 10,000 one 0.30 October 15, 2022 63,000 6.30 3 463,34 1.60 On December 9, 2020, the Company granted 12,500 one 0.50 December 9, 2025 12,500 .45 5 168 .41 On December 29, 2020, the Company granted 277,008 one 0.36 December 29, 2025 140,997 .51 5 168 ) .41 Issued and outstanding warrants as of December 31, 2020 consist of: Schedule of Issued and Outstanding Warrants Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 825 $ 300 2020 2018 6,667 $ 13,034 (a) 2023 2020 3,557,605 $ 1,273,623 2025 Total 3,565,097 (a) 110 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2020 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. | (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. | |
Accounts receivable | (e) Accounts receivable Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $ 270,919 0 | |
Inventory | (f) Inventory Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. | |
Prepaid expenses | (g) Prepaid expenses Prepaid expenses include stock-based officer, employee and consulting compensation of $ 1,216,531 2,459,830 | |
Property and Equipment, Net | (h) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. | |
Intangible Assets, Net | (i) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. | |
Goodwil | (j) Goodwil The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. | |
Long-lived Assets | (k) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. | |
Revenue Recognition | (l) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. | |
Cost of Product Sales | (m) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. | |
Stock-Based Compensation | (n) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. | |
Advertising | (o) Advertising Advertising costs are expensed as incurred and amounted to $ 519,922 333,441 | |
Research and Development | (p) Research and Development Research and development costs are expensed as incurred. In the period ended December 31, 2020 and 2019 the Company spent $ 165,000 150,000 | |
Income Taxes | (q) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. | |
Net Income (Loss) per Common Share | (r) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12). | |
Reverse Stock-Spli | (s) Reverse Stock-Spli On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2020 Form 10-K. | |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. |
Covid-19 | Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. | |
Management Estimates | Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2020 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. | (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2020 Form 10-K. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. |
Segment reporting | Segment reporting As of September 30, 2021, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. | |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories consist of: Schedule of Inventories September 30, December 31, 2021 2020 Raw materials $ 775,116 $ 294,522 Finished goods 86,178 50,432 Total $ 861,294 $ 344,954 | Inventories consist of: Schedule of Inventories December 31, December 31, Raw materials $ 294,522 $ 708,239 Finished goods 50,432 76,258 Total $ 344,954 $ 784,497 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Notes receivable consist of: Schedule of Notes Receivable December 31, December 31, Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3 November 30, 2020 $ - $ 19,389 Note receivable dated February 8,2019 from an employee, weekly installments of $ 1,200 8 2,898 4,879 Total 2,898 24,268 Current portion of notes receivable (2,898 ) (24,268 Noncurrent portion of notes receivable $ - $ - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property, Plant and Equipment | Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,849,314 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,686,714 1,234,629 Accumulated depreciation (348,029 ) (239,650 ) Net $ 7,338,685 $ 994,979 | Property and Equipment, net, consist of: Summary of Property, Plant and Equipment December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2021 2020 Technology, IP and patents $ 989,743 $ 674,240 Hemp processing registration 85,200 85,200 Total 1,074,943 759,440 Accumulated amortization (372,070 ) (236,431 ) Intangible assets, net $ 702,873 $ 523,009 | Intangible assets, net, consist of: Schedule of Intangible Assets December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 |
Schedule of Estimated Future Amortization Expense | Amortization expense for the balance of 2021, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Future Amortization Expense Three months ended December 31, 2021 $ 24,278 Fiscal year 2022 97,112 Fiscal year 2023 97,112 Fiscal year 2024 97,112 Fiscal year 2025 86,966 Thereafter 300,293 Intangible assets, net $ 702,873 | Estimated future amortization expense are as follows: Schedule of Estimated Future Amortization Expense December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 |
Notes and Loans Payable (Tables
Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes and Loans Payable | Notes and loans payable consist of: Schedule of Notes and Loans Payable December 31, December 31, Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020. $ 224,000 $ 30,000 Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016. - 5,000 Note payable to Arena Special Opportunities Partners I, LP, due September 10, 2021. 2,675,239 - Note payable to Arena Special Opportunities Fund, LP, due September 10, 2021. 102,539 - Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in January 2023. Payments are deferred for ten months after the end of the covered period. The Note has been submitted to the SBA for forgiveness within the bank guidelines. 194,940 - Total Notes and Loan Payable 3,196,718 35,000 Less: Unamortized Finance Cost (1,174,247 ) - Less: Current Portion (1,827,531 ) (35,000 ) Long-term Portion $ 194,940 $ - |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Options and Warrants Activity | A summary of stock options activity for the nine months ended September 30, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2021 1,197,199 $ 0.36 4.17 Granted 561,920 $ 0.46 4.57 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2021 1,759,119 $ 0.39 4.27 | A summary of stock options and warrants activity follows: Summary of Stock Options and Warrants Activity Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 |
Schedule of Issued and Outstanding Stock Options | Issued and outstanding stock options as of December 31, 2020 consist of: Schedule of Issued and Outstanding Stock Options Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2018 20,000 $ 0.30 2023 2019 56,667 $ 0.30 2022 2020 1,120,532 $ 0.361 2025 1,197,199 | |
Schedule of Issued and Outstanding Warrants | Issued and outstanding warrants as of December 31, 2020 consist of: Schedule of Issued and Outstanding Warrants Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 825 $ 300 2020 2018 6,667 $ 13,034 (a) 2023 2020 3,557,605 $ 1,273,623 2025 Total 3,565,097 (a) 110 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provisions for (Benefits from) Income Taxes | Schedule of Provisions for (Benefits from) Income Taxes 2020 2019 December 31, 2020 2019 Expected income tax (benefit) at 21 $ (1,200,467 ) $ (1,239,160 ) Non-deductible stock-based compensation 474,428 923,470 Non-deductible stock-based interest 94,853 - Increase in deferred income tax assets valuation allowance 631,186 315,690 Provision for (benefit from) income taxes $ - $ - |
Schedule of Deferred Income Tax Assets | Deferred income tax assets consist of: Schedule of Deferred Income Tax Assets December 31, December 31, 2020 2019 Net operating loss carryforward 1,931,355 1,300,168 Valuation allowance (1,931,355 ) (1,300,168 ) Net $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Schedule of Segment Reporting Information Durable Equipment Products Three months ended December 31, 2020 Revenue from external customers 367,673 Revenue from other segments - Segment profit 276,226 Segment assets 2,603,379 Twelve months ended December 31, 2020 Revenue from external customers 1,176,220 Revenue from other segments - Segment profit 691,482 Segment assets 2,603,379 Three Months Ended December 31, 2020 Twelve Months Ended December 31, 2020 Total profit for reportable segment $ 278,719 $ 694,828 Other income (expense) - net (2,493 ) (3,346 ) Income before income taxes $ 276,226 $ 691,482 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | At September 30, 2021, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases 2021 Three months ended December 31, 2021 $ 181,725 Fiscal year 2022 655,885 Fiscal year 2023 701,839 Fiscal year 2024 433,640 Total $ 1,973,089 | At December 31, 2020, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Year ended December 31, 2021 47,055 Year ended December 31, 2022 15,685 Total $ 62,740 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property, Plant and Equipment | Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 6,849,314 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,686,714 1,234,629 Accumulated depreciation (348,029 ) (239,650 ) Net $ 7,338,685 $ 994,979 | Property and Equipment, net, consist of: Summary of Property, Plant and Equipment December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2021 2020 Technology, IP and patents $ 989,743 $ 674,240 Hemp processing registration 85,200 85,200 Total 1,074,943 759,440 Accumulated amortization (372,070 ) (236,431 ) Intangible assets, net $ 702,873 $ 523,009 | Intangible assets, net, consist of: Schedule of Intangible Assets December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 |
Schedule of Estimated Future Amortization Expense | Amortization expense for the balance of 2021, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Future Amortization Expense Three months ended December 31, 2021 $ 24,278 Fiscal year 2022 97,112 Fiscal year 2023 97,112 Fiscal year 2024 97,112 Fiscal year 2025 86,966 Thereafter 300,293 Intangible assets, net $ 702,873 | Estimated future amortization expense are as follows: Schedule of Estimated Future Amortization Expense December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Options Activity | A summary of stock options activity for the nine months ended September 30, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2021 1,197,199 $ 0.36 4.17 Granted 561,920 $ 0.46 4.57 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2021 1,759,119 $ 0.39 4.27 | A summary of stock options and warrants activity follows: Summary of Stock Options and Warrants Activity Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 |
Schedule of Non-Vested Option | Schedule of Non-Vested Option Option Shares Weighted Average Non-vested options, January 1, 2021 1,197,199 $ 0.35 Granted 561,920 $ 0.46 Vested - - Forfeited - - Non-vested options, September 30, 2021 $ 1,759,119 $ 0.36 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Mar. 06, 2020 | Mar. 02, 2020 | Jun. 04, 2013 | Dec. 27, 2010 | Dec. 28, 2018 | Jan. 05, 2015 |
Restructuring Cost and Reserve [Line Items] | ||||||
Stockholders' equity, stock split | 10-for-1 forward stock split | |||||
Stockholders' equity, reverse stock split | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split | |||
Prosperity Systems Inc [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business acquisition, percentage | 100.00% | |||||
Pure Health Products, LLC [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business acquisition, percentage | 100.00% |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash and cash equivalents | $ 190,529 | $ 190,529 | $ 457,798 | $ 46,540 | |||
Working capital | 2,665,586 | 2,665,586 | 1,118,857 | ||||
Net income loss | $ 3,232,616 | $ 1,233,176 | 8,152,487 | $ 3,598,208 | 5,716,511 | 5,900,760 | |
Proceeds from sale of common stock | $ 2,716,000 | $ 4,826,001 | $ 300,000 | $ 3,296,700 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 06, 2020 | Mar. 02, 2020 | Jun. 04, 2013 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Bad debt expense | $ 270,919 | $ 0 | |||
Prepaid expenses | 1,216,531 | 2,459,830 | |||
Advertising costs | 519,922 | 333,441 | |||
Research and development cost | $ 165,000 | $ 150,000 | |||
Stockholders equity, reverse stock split | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 775,116 | $ 294,522 | $ 708,239 |
Finished goods | 86,178 | 50,432 | 76,258 |
Total | $ 861,294 | $ 344,954 | $ 784,497 |
Schedule of Notes Receivable (D
Schedule of Notes Receivable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee [Member] | ||
Note receivable interest rate | 8.00% | 8.00% |
Installments | $ 1,200 | $ 1,200 |
Stock Market Manager Inc [Member] | ||
Note receivable interest rate | 3.00% | 3.00% |
Notes receivable due date | Nov. 30, 2020 | Nov. 30, 2020 |
Schedule of Notes Receivable _2
Schedule of Notes Receivable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Note receivable, total | $ 2,898 | $ 24,268 | |
Current portion of notes receivable | $ (2,898) | (2,898) | (24,268) |
Noncurrent portion of notes receivable | |||
Employee [Member] | |||
Note receivable, total | 2,898 | 4,879 | |
Stock Market Manager Inc [Member] | |||
Note receivable, total | $ 19,389 |
Summary of Property, Plant and
Summary of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Furniture and fixtures | $ 21,724 | $ 21,727 | $ 19,018 |
Office equipment | 12,378 | 12,378 | 12,378 |
Manufacturing equipment | 6,849,314 | 397,230 | 355,016 |
Medical equipment | 776,396 | 776,392 | 783,782 |
Leasehold improvements | 26,902 | 26,902 | 21,603 |
Total | 7,686,714 | 1,234,629 | 1,191,797 |
Accumulated depreciation | (348,029) | (239,650) | (116,555) |
Net | $ 7,338,685 | $ 994,979 | $ 1,075,242 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 141,961 | $ 92,999 | $ 124,388 | $ 89,779 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Patent costs incurred by WRAP | $ 6,880 | $ 6,880 | |
Hemp license and technology | 1,000,000 | ||
CBD technology | 482,000 | 482,000 | |
Platform account contract | 131,812 | ||
Hemp processing use | 85,200 | ||
Other | 3,548 | 3,548 | |
Total | $ 1,074,943 | 759,440 | 1,542,428 |
Accumulated amortization | (372,070) | (236,431) | (202,521) |
Intangible assets, net | 702,873 | 523,009 | 1,339,907 |
Technology, IP and patents | 989,743 | 674,240 | |
Hemp processing registration | 85,200 | 85,200 | |
Total | 1,074,943 | 759,440 | 1,542,428 |
Intangible assets, net | $ 702,873 | 523,009 | 1,339,907 |
Video Conferencing Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Software acquired | 30,000 | 30,000 | |
Enterprise And Audit Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Software acquired | $ 20,000 | $ 20,000 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Fiscal year 2022 | $ 97,112 | $ 120,513 | |
Fiscal year 2023 | 97,112 | 65,591 | |
Fiscal year 2024 | 97,112 | 65,591 | |
Fiscal year 2025 | 86,966 | 65,591 | |
2026 | 55,449 | ||
Thereafter | 150,274 | ||
Intangible assets, net | 702,873 | $ 523,009 | $ 1,339,907 |
Three months ended December 31, 2021 | 24,278 | ||
Thereafter | $ 300,293 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | Dec. 12, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Feb. 20, 2019 | Jan. 14, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued to acquire assets, value | $ 201,187 | $ 217,012 | |||||||
Cash payments | $ 177,530 | $ 550,000 | |||||||
Intangible assets, net | $ 0 | ||||||||
Mediiusa Group Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued to acquire assets | 50,000 | 50,000 | |||||||
Shares issued to acquire assets, value | $ 15,825 | $ 69,375 | |||||||
S R A X Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued to acquire assets | 185,000 | ||||||||
Shares issued to acquire assets, value | $ 131,812 | ||||||||
License And Acquisition Agreement [Member] | Hudilab Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued to acquire assets | 25,000 | ||||||||
Shares issued to acquire assets, value | $ 382,500 | ||||||||
Asset Purchase Agreements [Member] | Seven Chakras L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued to acquire assets | 3,333 | ||||||||
Shares issued to acquire assets, value | $ 49,500 | ||||||||
Cash payments | $ 50,000 |
Schedule of Notes and Loans Pay
Schedule of Notes and Loans Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | $ 3,196,718 | $ 35,000 | |
Less: Unamortized Finance Cost | (1,174,247) | ||
Less: Current Portion | $ (4,147,639) | (1,827,531) | (35,000) |
Long-term Portion | 194,940 | ||
Loan Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | 224,000 | 30,000 | |
Note Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | 5,000 | ||
Note Payable Two [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | 2,675,239 | ||
Note Payable Three [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | 102,539 | ||
Note Payable Four [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes and Loans Payable | $ 194,940 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Mar. 27, 2021 | Mar. 23, 2021 | Feb. 08, 2021 | Jan. 02, 2021 | Dec. 16, 2019 | Aug. 13, 2019 | Jun. 07, 2019 | May 28, 2019 | May 09, 2019 | May 01, 2019 | Apr. 26, 2019 | Feb. 08, 2019 | Dec. 28, 2018 | Oct. 15, 2018 | Mar. 31, 2021 | May 31, 2019 | Mar. 12, 2019 | Sep. 30, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during the period, value | $ 1,960,001 | $ 4,826,001 | $ 300,000 | $ 3,296,700 | |||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 130,750 | ||||||||||||||||||||||||||
Stock issued during the period, value | $ 5,932,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,035,011 | 245,000 | 1,441,125 | 435,888 | 941,199 | ||||||||||||||||||||||
Shares issued during the period | 3,591,540 | 9,323,540 | 600,000 | 379,555 | |||||||||||||||||||||||
Stock issued during the period, value | $ 1,960,001 | $ 4,826,001 | $ 300,000 | $ 3,296,700 | |||||||||||||||||||||||
Common Stock [Member] | Red Diamond Partners L L C [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 35,666 | 97,607 | 10,726 | 23,710 | 8,581 | 6,436 | 67,405 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 435,311 | 27,500 | 122,258 | ||||||||||||||||||||||||
Consultant [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 33,333 | ||||||||||||||||||||||||||
Pasquale Ferro [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Amortized vesting period | 4 years | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes. | |||||||||||||||||||||||||
Number of convertible shares | 33,334 | 33,334 | 33,334 | 33,334 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Consultant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued in exchange for retirement of shares | 1 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | 3 | |||||||||||||||||||||||||
Shares issued during the period | 3 | ||||||||||||||||||||||||||
Stock issued during the period, value | $ 1,203,000 | ||||||||||||||||||||||||||
Amortized vesting period | 4 years | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights. | The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Dividend, description | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 5.00% | 5.00% | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | Red Diamond Partners L L C [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued in exchange for retirement of shares | 227,590 | 25,000 | 55,263 | 20,000 | 15,000 | 157,105 | |||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of convertible shares | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock conversion description | Each Preferred C was immediately issuable as common at 25 thousand to one so the total issuance was 1,250,000 common shares for each recipient. | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Employment Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of convertible shares | 3,750,000 | ||||||||||||||||||||||||||
Shares issued during the period | 150 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Stanley L. Teeple [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | Marco Alfonsi [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Marco Alfonsi [Member] | Employment Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | Pasquale Ferro [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | |||||||||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares | |||||||||||||||||||||||||
Shares issued during the period | 1,950 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Marco Alfonsi [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Marco Alfonsi [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Shares issued during the period | 600 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jul. 29, 2020 | Feb. 20, 2019 | Feb. 08, 2019 | Feb. 05, 2019 | Jan. 14, 2019 | Mar. 27, 2019 | Mar. 17, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 27, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period, value | $ 1,960,001 | $ 4,826,001 | $ 300,000 | $ 3,296,700 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 2,716,000 | $ 4,826,001 | $ 300,000 | $ 3,296,700 | ||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period, value | $ 5,932,000 | |||||||||||||||||||||
Stock issued during period, shares, issued for services | 130,750 | |||||||||||||||||||||
T Z Wholesale L L C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 6,667 | |||||||||||||||||||||
Iconic Brands [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 1,000,000 | |||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 543,715 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 3,591,540 | 9,323,540 | 600,000 | 379,555 | ||||||||||||||||||
Stock issued during the period, value | $ 1,960,001 | $ 4,826,001 | $ 300,000 | $ 3,296,700 | ||||||||||||||||||
Shares issued to acquire assets | 235,000 | 285,000 | ||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,035,011 | 245,000 | 1,441,125 | 435,888 | 941,199 | |||||||||||||||||
Stock issued during period shares conversion of convertible securities | 1,155,250 | |||||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 9,323,540 | |||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,441,125 | |||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 145,000 | 111,734 | 18,061 | 51,706 | ||||||||||||||||||
Members Of Advisory Board Medical Advisory Board And Sports Advisory Board [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | 20,319 | 18,333 | 13,916 | ||||||||||||||||||
Members Of Advisory Board And Medical Advisory Board And Sports Advisory Board [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 478,715 | |||||||||||||||||||||
First Fire Global [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 193,524 | |||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 155,241 | 86,207 | ||||||||||||||||||||
Stock issued during period, shares, issued for services | 600,000 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 300,000 | $ 1,350,600 | $ 750,000 | |||||||||||||||||||
License And Acquisition Agreement [Member] | Hudilab Inc [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued to acquire assets | 25,000 | |||||||||||||||||||||
Asset Purchase Agreement [Member] | Seven Chakras L L C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued to acquire assets | 3,333 | |||||||||||||||||||||
Executive Employment Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000 | 5,000 | 16,000 | 4,615 | ||||||||||||||||||
Joint Venture Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 40,247 | |||||||||||||||||||||
Investor Purchase Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 125,000 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 487,500 | |||||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | First Fire Global Opportunities Fund L L C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 20,000 | |||||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund L P [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 24,545 | |||||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | Eagle Equities L L C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 20,000 | |||||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement One [Member] | First Fire Global Opportunities Fund L L C [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 185,000 | 99,508 | ||||||||||||||||||||
Platform Access Agreement [Member] | S R A X Inc [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 185,000 | |||||||||||||||||||||
Hempprocessing Use Agreement Member. [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | |||||||||||||||||||||
Hempprocessing Use Agreement Member. [Member] | Mediiusa Group Inc [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 50,000 | |||||||||||||||||||||
Returnable Share Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund L P [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 118,000 | |||||||||||||||||||||
Exchange Agreement [Member] | Iconic Brands Inc [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued to acquire assets | 543,715 | |||||||||||||||||||||
Acquisition Of Inventory [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued to acquire assets | 478,715 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 15,133 | |||||||||||||||||||||
Asset Acquisition Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 355,057 | |||||||||||||||||||||
Note Conversion Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 355,250 | |||||||||||||||||||||
Note Conversion Agreement [Member] | Common Stock One [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 600,000 | |||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 150 | |||||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 3,750,000 | |||||||||||||||||||||
Multiple Investors [Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 82,000 | |||||||||||||||||||||
Multiple Investors [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during the period | 138,107 | |||||||||||||||||||||
Stock issued during the period, value | $ 1,196,100 | |||||||||||||||||||||
Employees And Officers [Member] | Convertible Note Payable to Pasquale and Rosemary Ferro Dated May 2, 2017 | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 3,893 | |||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 435,311 | 27,500 | 122,258 | |||||||||||||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 33,333 | |||||||||||||||||||||
Medical Advisory Board And Sports Advisory Board [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 31,335 | 14,167 | ||||||||||||||||||||
Advisory Board Medical Advisory Board Sports Advisory Board [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 70,000 |
Summary of Stock Options and Wa
Summary of Stock Options and Warrants Activity (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 4,762,296 | 84,159 | 27,659 |
Granted | 561,920 | 4,678,137 | 56,667 |
Cancelled | (167) | ||
Exercised | |||
Cancelled | 167 | ||
Ending balance | 1,759,119 | 4,762,296 | 84,159 |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 3,565,097 | 7,492 | 7,492 |
Granted | 3,557,605 | ||
Cancelled | |||
Exercised | |||
Cancelled | |||
Ending balance | 3,565,097 | 7,492 | |
Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 1,197,199 | 76,667 | 20,167 |
Granted | 561,920 | 1,120,532 | 56,667 |
Cancelled | (167) | ||
Exercised | |||
Cancelled | 167 | ||
Ending balance | 1,197,199 | 76,667 |
Schedule of Issued and Outstand
Schedule of Issued and Outstanding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding and Exercisable, Number | 1,197,199 |
Stock Option 2018 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding and Exercisable, Number | 20,000 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.30 |
Number of Options Outstanding and Exercisable, Expiration year | 2023 |
Stock Option 2019 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding and Exercisable, Number | 56,667 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.30 |
Number of Options Outstanding and Exercisable, Expiration year | 2022 |
Stock Option 2020 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding and Exercisable, Number | 1,120,532 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.361 |
Number of Options Outstanding and Exercisable, Expiration year | 2025 |
Schedule of Issued and Outsta_2
Schedule of Issued and Outstanding Warrants (Details) | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | ||
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding and Exercisable, Number | 3,565,097 | |
2010 Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding and Exercisable, Number | 825 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 300 | |
Number of Warrants Outstanding and Exercisable, Expiration year | 2020 | |
2018 Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding and Exercisable, Number | 6,667 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 13,034 | [1] |
Number of Warrants Outstanding and Exercisable, Expiration year | 2023 | |
2020 Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding and Exercisable, Number | 3,557,605 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 1,273,623 | |
Number of Warrants Outstanding and Exercisable, Expiration year | 2025 | |
[1] | 110 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 | |
2018 Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of closing price of common stock funding purchase price | 110.00% |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | Dec. 29, 2020 | Dec. 09, 2020 | Oct. 15, 2019 | Sep. 09, 2019 | Oct. 21, 2018 | Jun. 11, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 561,920 | 4,678,137 | 56,667 | |||||||||||
Stock options, fair value | $ 118,200 | $ 84,000 | ||||||||||||
Stock options, share price | $ 11.82 | $ 8.40 | ||||||||||||
Stock options, expected term | 5 years | 5 years | ||||||||||||
Stock options, expected volatility rate | 221.96% | 262.00% | ||||||||||||
stock options, risk-free interest rate | 3.05% | 2.80% | ||||||||||||
Consultant | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 10,000 | |||||||||||||
Stock issued in exchange for retirement of shares | 10,000 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.30 | |||||||||||||
Expiration date | Jun. 11, 2023 | |||||||||||||
Stanley L. Teeple [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 277,008 | 10,000 | ||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.36 | $ 0.30 | ||||||||||||
Expiration date | Dec. 29, 2025 | Oct. 1, 2023 | ||||||||||||
Stock options, fair value | $ 140,997 | |||||||||||||
Stock options, share price | $ 0.51 | $ 0.51 | ||||||||||||
Stock options, expected term | 5 years | |||||||||||||
Stock options, expected volatility rate | 168.00% | |||||||||||||
stock options, risk-free interest rate | 0.41% | |||||||||||||
Johnny Mack [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 26,667 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.30 | |||||||||||||
Expiration date | Sep. 9, 2022 | |||||||||||||
Stock options, fair value | $ 192,000 | |||||||||||||
Stock options, share price | $ 7.20 | |||||||||||||
Stock options, expected term | 3 years | |||||||||||||
Stock options, expected volatility rate | 463.34% | |||||||||||||
stock options, risk-free interest rate | 1.46% | |||||||||||||
Frederick Alger Boyer [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 10,000 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.30 | |||||||||||||
Expiration date | Oct. 15, 2022 | |||||||||||||
Stock options, fair value | $ 63,000 | |||||||||||||
Stock options, share price | $ 6.30 | $ 6.30 | ||||||||||||
Stock options, expected term | 3 years | |||||||||||||
Stock options, expected volatility rate | 463.34% | |||||||||||||
stock options, risk-free interest rate | 1.60% | |||||||||||||
Jr Ronald A Silver [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 12,500 | 10,000 | ||||||||||||
Options exercisable for purchase of share | 1 | 1 | ||||||||||||
Exercisable price per share | $ 0.50 | $ 0.30 | ||||||||||||
Expiration date | Dec. 9, 2025 | Oct. 15, 2022 | ||||||||||||
Stock options, fair value | $ 12,500 | $ 63,000 | ||||||||||||
Stock options, share price | $ 0.45 | $ 6.30 | 0.45 | 6.30 | ||||||||||
Stock options, expected term | 5 years | 3 years | ||||||||||||
Stock options, expected volatility rate | 168.00% | 463.34% | ||||||||||||
stock options, risk-free interest rate | 0.41% | 1.60% | ||||||||||||
James F Murphy [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 10,000 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.30 | |||||||||||||
Expiration date | Oct. 15, 2022 | |||||||||||||
Stock options, fair value | $ 63,000 | |||||||||||||
Stock options, share price | $ 6.30 | $ 6.30 | ||||||||||||
Stock options, expected term | 3 years | |||||||||||||
Stock options, expected volatility rate | 463.34% | |||||||||||||
stock options, risk-free interest rate | 1.60% | |||||||||||||
Pasquale Ferro [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 277,008 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.36 | |||||||||||||
Expiration date | Dec. 29, 2025 | |||||||||||||
Stock options, fair value | $ 140,997 | |||||||||||||
Stock options, share price | $ 0.51 | 0.51 | ||||||||||||
Stock options, expected term | 5 years | |||||||||||||
Stock options, expected volatility rate | 168.00% | |||||||||||||
stock options, risk-free interest rate | 0.41% | |||||||||||||
Phil Scala [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 277,008 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.36 | |||||||||||||
Expiration date | Dec. 29, 2025 | |||||||||||||
Stock options, fair value | $ 140,997 | |||||||||||||
Stock options, share price | $ 0.51 | 0.51 | ||||||||||||
Stock options, expected term | 5 years | |||||||||||||
Stock options, expected volatility rate | 168.00% | |||||||||||||
stock options, risk-free interest rate | 0.41% | |||||||||||||
Marco Alfonsi [Member] | ||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||
Granted options | 277,008 | |||||||||||||
Options exercisable for purchase of share | 1 | |||||||||||||
Exercisable price per share | $ 0.36 | |||||||||||||
Stock options, fair value | $ 140,997 | |||||||||||||
Stock options, share price | $ 0.51 | $ 0.51 | ||||||||||||
Stock options, expected term | 5 years | |||||||||||||
Stock options, expected volatility rate | 168.00% | |||||||||||||
stock options, risk-free interest rate | 0.41% |
Schedule of Provisions for (Ben
Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax (benefit) at 21% | $ (1,200,467) | $ (1,239,160) |
Non-deductible stock-based compensation | 474,428 | 923,470 |
Non-deductible stock-based interest | 94,853 | |
Increase in deferred income tax assets valuation allowance | 631,186 | 315,690 |
Provision for (benefit from) income taxes |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,931,355 | $ 1,300,168 |
Valuation allowance | (1,931,355) | (1,300,168) |
Net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Deferred income tax asset, valuation allowance | $ 1,931,355 | $ 1,300,168 |
Operating loss carryforwards | $ 9,196,924 | |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 100.00% | |
Operating loss carryforwards, 2025 | $ 1,369 | |
Operating loss carryforwards, 2026 | 518,390 | |
Operating loss carryforwards, 2027 | 594,905 | |
Operating loss carryforwards, 2028 | 686,775 | |
Operating loss carryforwards, 2029 | 159,141 | |
Operating loss carryforwards, 2030 | 151,874 | |
Operating loss carryforwards, 2031 | 135,096 | |
Operating loss carryforwards, 2032 | 166,911 | |
Operating loss carryforwards, 2033 | 311,890 | |
Operating loss carryforwards, 2034 | 25,511 | |
Operating loss carryforwards, 2035 | 338,345 | |
Operating loss carryforwards, 2036 | 381,638 | |
Operating loss carryforwards, 2037 | 499,288 | |
Operating loss carryforwards, 2038 | 716,858 | |
Operating loss carryforwards, 2039 | 1,503,282 | |
Operating loss carryforwards, 2040 | 3,005,651 | |
Income tax examination, penalties and interest expense | $ 0 | $ 0 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||
Revenue from external customers | $ 1,910,372 | $ 459,496 | $ 2,619,078 | $ 1,234,287 | $ 1,709,669 | $ 2,305,503 | |
Segment assets | 14,612,313 | $ 5,691,453 | 14,612,313 | 5,691,453 | 7,214,215 | ||
Income before income taxes | $ (3,232,701) | $ (1,231,231) | $ (8,151,403) | $ (3,595,038) | (5,713,207) | $ (5,898,676) | |
Stock Options and Warrants [Axis] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from external customers | 367,673 | 1,176,220 | |||||
Revenue from other segments | |||||||
Segment profit | 276,226 | 691,482 | |||||
Segment assets | 2,603,379 | 2,603,379 | |||||
Total profit for reportable segment | 278,719 | 694,828 | |||||
Other income (expense) - net | (2,493) | (3,346) | |||||
Income before income taxes | $ 276,226 | $ 691,482 |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Integer | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Year ended December 31, 2021 | $ 47,055 | |
Year ended December 31, 2022 | 15,685 | |
Total | $ 1,973,089 | $ 62,740 |
Three months ended December 31, 2021 | 181,725 | |
Fiscal year 2022 | 655,885 | |
Fiscal year 2023 | 701,839 | |
Fiscal year 2024 | $ 433,640 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 29, 2020 | Dec. 28, 2020 | Jul. 15, 2020 | Dec. 08, 2019 | Oct. 10, 2019 | Oct. 04, 2019 | Sep. 06, 2019 | May 28, 2019 | Dec. 29, 2018 | Dec. 29, 2018 | Dec. 28, 2018 | Nov. 12, 2018 | Oct. 21, 2018 | Oct. 15, 2018 | Feb. 16, 2018 | Feb. 12, 2018 | Oct. 03, 2017 | May 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Aug. 06, 2018 | Sep. 11, 2015 |
Employee cash compensation per month | $ 2,077,713 | $ 2,639,711 | |||||||||||||||||||||||||||||
Granted options to purchase stock | 561,920 | 4,678,137 | 56,667 | ||||||||||||||||||||||||||||
Number of stock options vesting | |||||||||||||||||||||||||||||||
Professional fees | $ 533,213 | $ 287,441 | |||||||||||||||||||||||||||||
Monthly rentals for lease year 1 | $ 655,885 | $ 655,885 | |||||||||||||||||||||||||||||
Monthly rentals for lease year 2 | 701,839 | 701,839 | |||||||||||||||||||||||||||||
Monthly rentals for lease year 3 | 433,640 | 433,640 | |||||||||||||||||||||||||||||
Operating lease, right-of-use asset | $ 96,980 | 58,174 | 96,980 | ||||||||||||||||||||||||||||
Lease liability | 43,506 | ||||||||||||||||||||||||||||||
Rent expense | 234,790 | $ 246,968 | |||||||||||||||||||||||||||||
Future lease payments | $ 1,973,089 | 1,973,089 | $ 62,740 | ||||||||||||||||||||||||||||
Rent expense | $ 492,919 | $ 193,069 | |||||||||||||||||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||||||||||||||||||||||||||||||
Concentration risk percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Lessee, Operating Lease, Remaining Lease Term | 1 year | 1 year | |||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Lessee, Operating Lease, Remaining Lease Term | 3 years | 3 years | |||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued as a result of conversion | 1,155,250 | ||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,035,011 | 245,000 | 1,441,125 | 435,888 | 941,199 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 50 | 50 | 50 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 20 | 20 | 20 | 20 | 20 | ||||||||||||||||||||||||||
Pasquale Ferro [Member] | |||||||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | ||||||||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | ||||||||||||||||||||||||||||||
Marco Alfonsi [Member] | |||||||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | ||||||||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | ||||||||||||||||||||||||||||||
Stanley L. Teeple [Member] | |||||||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | 10,000 | |||||||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | $ 0.30 | |||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000 | 5,000 | 16,000 | 4,615 | |||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 200 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||
Base salary per month | $ 15,000 | ||||||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||
Base salary per month | 15,000 | ||||||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Pasquale Ferro [Member] | |||||||||||||||||||||||||||||||
Base salary per month | 15,000 | ||||||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Philip Scala [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 100,000 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Philip Scala [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | 20 | ||||||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Marco Alfonsi [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 10,000 | ||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Marco Alfonsi [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Marco Alfonsi [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued as a result of conversion | 30,000,000 | ||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Loss on debt conversion {1} | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Loss on debt conversion {1} | Common Stock [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 829 | ||||||||||||||||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 5,000 | ||||||||||||||||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | ||||||||||||||||||||||||||||||
Executive Service Agreement [Member] | Loss on debt conversion {1} | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 10,000 | ||||||||||||||||||||||||||||||
Executive Service Agreement [Member] | Loss on debt conversion {1} | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Issuance of shares, description | 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year | ||||||||||||||||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||||||
Vesting term | 4 years | ||||||||||||||||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5 | ||||||||||||||||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | 3 | |||||||||||||||||||||||||||||
Vesting term | 4 years | ||||||||||||||||||||||||||||||
RedDiamond | RedDiamond | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||||||
Granted options to purchase stock | 106,667 | ||||||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||||||
Exercisable price per share | $ 0.30 | ||||||||||||||||||||||||||||||
Accrued employee benefits | $ 13,315 | ||||||||||||||||||||||||||||||
Retention of options | 26,667 | ||||||||||||||||||||||||||||||
RedDiamond | RedDiamond | Issuance of common stock on December 7, 2017 for services rendered, Value | |||||||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||||||
RedDiamond | RedDiamond | Second Anniversary [Member] | |||||||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||||||
RedDiamond | RedDiamond | Third Anniversary [Member] | |||||||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||||||
Convertible Note Payable to Pasquale and Rosemary Ferro Dated May 2, 2017 | Philip Scala [Member] | |||||||||||||||||||||||||||||||
Employee cash compensation per month | $ 2,500 | ||||||||||||||||||||||||||||||
Granted options to purchase stock | 1,667 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.30 | ||||||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | Initial 3 Months [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Professional fees | $ 5,000 | ||||||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | 4-6 Months [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Professional fees | 6,250 | ||||||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | 7 Months and After [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Professional fees | $ 7,500 | ||||||||||||||||||||||||||||||
Consulting fees | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 8,333 | ||||||||||||||||||||||||||||||
Lease Agreement [Member] | Unrelated Third Party [Member] | |||||||||||||||||||||||||||||||
Initial term of lease | 37 months | ||||||||||||||||||||||||||||||
Monthly rentals for lease year 1 | $ 2,922 | ||||||||||||||||||||||||||||||
Monthly rentals for lease year 2 | 3,009 | ||||||||||||||||||||||||||||||
Monthly rentals for lease year 3 | $ 3,100 | ||||||||||||||||||||||||||||||
Renewed Lease Agreement [Member] | Unrelated Third Party [Member] | |||||||||||||||||||||||||||||||
Monthly rentals for lease year 1 | $ 3,807 | $ 3,193 | |||||||||||||||||||||||||||||
Monthly rentals for lease year 2 | $ 3,921 | 3,289 | |||||||||||||||||||||||||||||
Monthly rentals for lease year 3 | $ 3,388 | ||||||||||||||||||||||||||||||
Renewal term of lease | 30 months | 36 months | |||||||||||||||||||||||||||||
Operating lease, right-of-use asset | $ 100,681 | ||||||||||||||||||||||||||||||
Lease liability | 90,591 | ||||||||||||||||||||||||||||||
Adjusted modification of lease liabilities | $ 103,260 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Products sales to related parties | $ 0 | |||
Professional fees | 533,213 | $ 287,441 | ||
Due to related party | $ 320,000 | |||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Professional fees | $ 9,900 | $ 54,500 | ||
L I Accounting Associates L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 64,400 |
Prior Period Adjustment (Detail
Prior Period Adjustment (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Stock Based Compensation [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Adjustment amount | $ 1,308,290 |
Indefinite-lived Intangible Assets [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Adjustment amount | $ 283,345 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 27, 2021 | Mar. 23, 2021 | Mar. 11, 2021 | Feb. 22, 2021 | Feb. 08, 2021 | Jan. 02, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 28, 2018 |
Subsequent Event [Line Items] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Value of stock issued to purchase assets | $ 201,187 | $ 217,012 | ||||||||||
Pure Health Products, LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Preferred stock, shares authorized | 4,000 | 4,000 | 4,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | ||||||||
Series D Preferred Stock [Member] | Marco Alfonsi [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Series D Preferred Stock [Member] | Philip Scala [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 150 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Preferred stock, shares authorized | 2,000 | 2,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Subsequent Event [Member] | Asset Acquisition Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 355,057 | |||||||||||
Payment to acquire assets | $ 355,057 | |||||||||||
Subsequent Event [Member] | Imbibe Health Solutions L L C [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Value of stock issued to purchase assets | $ 65,000 | |||||||||||
Subsequent Event [Member] | K O R R Acquisition Group Inc [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt principal amount | $ 175,000 | |||||||||||
Debt term | 1 year | |||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Preferred stock, shares authorized | 4,000 | |||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares | ||||||||||
Stock issued during the period | 1,950 | |||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Marco Alfonsi [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Pasquale Ferro [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 600 | |||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Philip Scala [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 150 | |||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Employment Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 150 | |||||||||||
Issuance of shares description | Out of the 200 each authorized, 50 have been issued to each employee | |||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Marco Alfonsi [Member] | Employment Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 100 | 100 | ||||||||||
Number of shares authorized to issue | 200 | |||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 100 | 100 | ||||||||||
Number of shares authorized to issue | 200 | |||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during the period | 100 | 100 | ||||||||||
Number of shares authorized to issue | 200 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 190,529 | $ 190,529 | $ 457,798 | $ 46,540 | ||
Working capital | 2,665,586 | 2,665,586 | 1,118,857 | |||
Net Income (Loss) Attributable to Parent | $ 3,232,616 | $ 1,233,176 | $ 8,152,487 | $ 3,598,208 | $ 5,716,511 | $ 5,900,760 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) | Aug. 13, 2021USD ($)$ / shares | Aug. 12, 2021USD ($)$ / shares | Mar. 17, 2021USD ($)Integer | Mar. 16, 2021USD ($) | Mar. 11, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Base salary per year | $ 2,077,713 | $ 2,639,711 | |||||
Consulting fees | 533,213 | 287,441 | |||||
Long-term Debt, Gross | $ 3,196,718 | $ 35,000 | |||||
President [Member] | Company's Incentive Stock Option Plan [Member] | |||||||
Stock bonus | $ 100,000 | ||||||
Lebsock Agreement [Member] | President [Member] | |||||||
Base salary per year | $ 120,000 | ||||||
Schlosser Agreement [Member] | |||||||
Consulting fees | $ 10,000 | ||||||
Equipment Acquisition Agreement [Member] | |||||||
Purchase price | $ 5,316,774 | ||||||
Long-term Debt, Gross | $ 1,250,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Debt monthly payments due | $ 100,000 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.62 | ||||||
Equipment Acquisition Agreement [Member] | Common Stock [Member] | |||||||
Long-term Debt, Gross | $ 4,066,774 | ||||||
Debt Instrument, Description | that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow | ||||||
Asset Purchase Agreement [Member] | |||||||
Purchase price | $ 1,394,324 | ||||||
Long-term Debt, Gross | 498,259 | ||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | |||||||
Long-term Debt, Gross | $ 896,065 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.62 | ||||||
Maximum [Member] | Asset Acquisition Agreement [Member] | Botanical Biotech, LLC, [Member] | |||||||
Maximum amount paid | $ 355,057 | ||||||
Number of trading days | Integer | 10 | ||||||
Maximum [Member] | Lebsock Agreement [Member] | President [Member] | |||||||
Percentage of annual increase | 3.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 140,961 | $ 92,999 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 135,339 | $ 446,556 | $ 658,910 | $ 142,093 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | Aug. 12, 2021 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Short-term Debt [Line Items] | ||||||||||
Total notes and loans payable | $ 3,196,718 | $ 35,000 | ||||||||
Aggregate amortization of the original issue discount | $ 1,168,918 | $ 141,404 | $ 273,607 | |||||||
Exercise price | $ 11.82 | $ 8.40 | ||||||||
Gain on extinguishment of debt | 196,889 | |||||||||
Director [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, interest rate | 12.00% | |||||||||
Loan payable related party | $ 224,000 | |||||||||
Equipment Acquisition Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Total notes and loans payable | $ 1,250,000 | |||||||||
Debt instrument, interest rate | 6.00% | |||||||||
Debt outstanding | $ 1,050,000 | $ 1,050,000 | ||||||||
Debt monthly payments due | $ 100,000 | |||||||||
Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 3,591,540 | 9,323,540 | 600,000 | 379,555 | ||||||
Common Stock [Member] | Equipment Acquisition Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Total notes and loans payable | $ 4,066,774 | |||||||||
Arena Special Opportunities Partners I, LP [Member] | Convertible Notes Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||
Debt instrument, interest rate | 12.00% | |||||||||
Aggregate amortization of the original issue discount | $ 760,000 | 0 | ||||||||
Debt outstanding | $ 1,193,135 | $ 2,286,792 | 2,286,792 | |||||||
Exercise price | $ 0.45 | |||||||||
Arena Special Opportunities Partners I, LP [Member] | Convertible Notes Payable [Member] | Warrant [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 1,529,670 | 3,426,280 | ||||||||
Arena Special Opportunities Partners I, LP [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 1,529,670 | 3,426,280 | ||||||||
Arena Special Opportunities Partners I, LP [Member] | Convertible Notes Payable One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Aggregate amortization of the original issue discount | 277,000 | 0 | ||||||||
Debt outstanding | 1,073,250 | 1,073,250 | ||||||||
Arena Special Opportunities Fund, LP [Member] | Convertible Notes Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | Jan. 31, 2022 | ||||||||
Aggregate amortization of the original issue discount | 31,000 | 0 | ||||||||
Debt outstanding | $ 306,865 | 87,773 | 87,773 | $ 102,539 | ||||||
Arena Special Opportunities Fund, LP [Member] | Convertible Notes Payable [Member] | Warrant [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 393,417 | 131,325 | ||||||||
Arena Special Opportunities Fund, LP [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 131,325 | |||||||||
Arena Special Opportunities Fund, LP [Member] | Convertible Notes Payable Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Aggregate amortization of the original issue discount | 71,000 | $ 0 | ||||||||
Debt outstanding | $ 276,750 | $ 276,750 | ||||||||
Notes Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Total notes and loans payable | $ 2,675,239 | |||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||
Debt instrument, interest rate | 12.00% | |||||||||
Paycheck Protection Program Cares Act [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Loans received | $ 194,940 | |||||||||
Debt forgiveness | $ 194,940 | |||||||||
Accrued interest | 1,949 | |||||||||
Gain on extinguishment of debt | $ 196,889 | |||||||||
Promissory Note [Member] | Equipment Acquisition Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument, interest rate | 600.00% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Mar. 27, 2021 | Feb. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Common Stock One [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 9,323,540 | ||||
Commomn stock issued for asset acquisitions | 5,537,056 | ||||
Common stock issued for services rendered | 1,441,125 | ||||
Common shares isseud for interest repayments | 1,536,497 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, voting rights | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes. | |||
Number of convertible shares | 33,334 | 33,334 | |||
Preferred stock shares authorized | 20 | 20 | 20 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 | ||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights. | The shares of Series B Preferred Stock have no voting rights. | |||
Dividend, description | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. | |||
Preferred Stock, Dividend Rate, Percentage | 5.00% | 5.00% | |||
Preferred stock shares authorized | 500,000 | 500,000 | 500,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of convertible shares | 25,000 | 25,000 | |||
Preferred stock shares authorized | 2,000 | 2,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Series D Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | |
Preferred stock shares authorized | 4,000 | 4,000 | 4,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 600 | ||||
Series D Preferred Stock [Member] | Marco Alfonsi [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 600 | ||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 600 | ||||
Series D Preferred Stock [Member] | Philip Scala [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 150 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 4,762,296 | 84,159 | 27,659 |
Granted | 561,920 | 4,678,137 | 56,667 |
Option Shares, Outstanding Beginning | |||
Ending balance | 1,759,119 | 4,762,296 | 84,159 |
Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning balance | 1,197,199 | 76,667 | 20,167 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.36 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 2 months 1 day | ||
Granted | 561,920 | 1,120,532 | 56,667 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.46 | ||
Weighted Average Remaining Contractual Life (Years), Granted | 4 years 6 months 25 days | ||
Option Shares, Outstanding Beginning | |||
Weighted Average Exercise Price, Outstanding Beginning | |||
Option Shares, Outstanding Beginning | |||
Weighted Average Exercise Price, Outstanding Beginning | |||
Option Shares, Outstanding Beginning | |||
Weighted Average Exercise Price, Outstanding Beginning | |||
Ending balance | 1,197,199 | 76,667 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.39 | $ 0.36 | |
Weighted Average Remaining Contractual Life (Years), Outstanding Ending | 4 years 3 months 7 days |
Schedule of Non-Vested Option (
Schedule of Non-Vested Option (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Option Shares, Outstanding Beginning | 1,197,199 | ||
Weighted Average Grant-Date Fair Value, Non-vested options, Beginning | $ 0.35 | ||
Granted | 561,920 | 4,678,137 | 56,667 |
Weighted Average Grant-Date Fair Value, Non-vested options, Granted | $ 0.46 | ||
Option Shares, Vested | |||
Weighted Average Grant-Date Fair Value, Non-vested options, Vested | |||
Option Shares, Forfeited | |||
Weighted Average Grant-Date Fair Value, Non-vested options, Forfeited | |||
Option Shares, Outstanding Ending | 1,759,119 | 1,197,199 | |
Weighted Average Grant-Date Fair Value, Non-vested options, Ending | $ 0.36 | $ 0.35 |