Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 17, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | DIEGO PELLICER WORLDWIDE, INC | |
Entity Central Index Key | 0001559172 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity's Reporting Status Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity File Number | 000-54530 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 151,422,306 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 40,246 | $ 317,446 |
Accounts receivable | 523,645 | 391,273 |
Prepaid expenses | 12,111 | |
Total current assets | 563,891 | 720,830 |
Other receivables | 1,030,281 | 788,177 |
Security deposits | 150,000 | 150,000 |
Right of Use Assets | 2,675,157 | 3,009,163 |
Total assets | 4,419,329 | 4,668,170 |
Current liabilities: | ||
Accounts payable | 500,824 | 514,196 |
Accrued payable - related party | 1,340,760 | 1,293,238 |
Accrued expenses | 740,121 | 587,707 |
Notes payable - related party | 140,958 | 140,958 |
Notes payable | 189,847 | 133,403 |
Convertible notes, net of discount and costs | 3,203,211 | 2,352,530 |
Derivative liabilities | 3,857,429 | 5,024,321 |
Lease Liabilities | 694,869 | 676,336 |
Warrant liabilities | 995 | 967 |
Total current liabilities | 10,669,014 | 10,723,656 |
Lease Liabilities | 1,940,979 | 2,299,152 |
Total liabilities | 12,609,993 | 13,022,808 |
Redeemable convertible preferred stock, Series C | 56,287 | 8,750 |
Deficiency in stockholders' equity: | ||
Preferred stock, Series A and B, par value $.0001 per share; 5,000,000 shares authorized, none issued and outstanding | ||
Common stock, par value $.000001 per share; 840,000,000 shares authorized,135,187,691 and 113,926,332 shares issued, respectively | 136 | 114 |
Additional paid-in capital | 43,881,123 | 43,478,139 |
Stock to be issued | 119,668 | 127,261 |
Accumulated deficit | (52,247,878) | (51,968,902) |
Total deficiency in stockholders' equity | (8,246,951) | (8,363,388) |
Total liabilities and deficiency in stockholders' equity | $ 4,419,329 | $ 4,668,170 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Discount | $ 2,449,275 | |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 840,000,000 | 840,000,000 |
Common stock, shares issued | 135,187,691 | 113,926,332 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Convertible Preferred Stock Series C [Member] | ||
Preferred stock, par value | $ .00001 | $ .00001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 212,552 | 140,000 |
Preferred stock, shares outstanding | 212,552 | 140,000 |
Discount | $ 166,092 | $ 131,250 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Net rental revenue | $ 344,849 | $ 419,022 | $ 728,880 | $ 869,037 |
Rental expense | (282,826) | (296,799) | (573,619) | (577,523) |
Gross profit | 62,023 | 122,223 | 155,261 | 291,514 |
Operating expenses: | ||||
General and administrative expenses | 262,655 | 438,323 | 529,657 | 922,478 |
Selling expense | 8,237 | 16,224 | 15,041 | 30,137 |
Depreciation expense | 69,797 | 139,595 | ||
Loss from Operations | (208,869) | (402,121) | (389,437) | (800,696) |
Other income (expense) | ||||
Other income (expense) | 32,890 | 30 | 65,781 | 72 |
Interest expense | (627,075) | (710,821) | (1,294,652) | (1,482,078) |
Gain on sale of lease | 534,649 | 534,649 | ||
Extinguishment of debt | 1,931 | |||
Change in derivative liabilities | 1,166,034 | (1,551,437) | 1,468,038 | (594,126) |
Change in value of warrants | (125) | 53,498 | (28) | 14,076 |
Total other income (loss) | 571,724 | (1,674,081) | 241,070 | (1,527,407) |
Provision for taxes | ||||
Net income (loss) | 362,855 | (2,076,202) | (148,367) | (2,328,103) |
Accrued dividends and accretion of conversion feature | (32,028) | (70,896) | ||
Deemed dividend on preferred stock | (40,125) | (59,713) | ||
Net loss attributable to common stockholders | $ 290,702 | $ (2,076,202) | $ (278,976) | $ (2,328,103) |
Income (loss) per share - basic | $ 0 | $ (0.04) | $ 0 | $ (0.05) |
Income (loss) per share - diluted | $ 0 | $ (0.04) | $ 0 | $ (0.05) |
Weighted average common shares outstanding - basic | 129,746,795 | 50,469,278 | 128,720,377 | 43,632,529 |
Weighted average common shares outstanding - diluted | 134,337,021 | 50,469,278 | 126,242,729 | 43,632,529 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($) | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Common Stock To Be Issued | Total |
Balance, beginning at Dec. 31, 2018 | $ 28 | $ 40,378,973 | $ (49,354,030) | $ 710,838 | $ (8,264,191) | |
Balance, beginning, shares at Dec. 31, 2018 | 28,287,414 | |||||
Issuance of common shares for services | $ 3 | 373,125 | (310,847) | 62,281 | ||
Issuance of common shares for services, shares | 2,997,250 | |||||
Issuance of common shares for services - related parties | $ 4 | 374,054 | 69,879 | 443,937 | ||
Issuance of common shares for services - related parties, shares | 3,611,665 | |||||
Fair value of warrants and options granted for services, shares | (675,759) | |||||
Common stock issued upon conversion of notes payable | $ 20 | 1,127,794 | (133,018) | 994,796 | ||
Common stock issued upon conversion of notes payable, shares | 20,284,302 | |||||
Net loss | (2,328,103) | (2,328,103) | ||||
Balance, ending at Jun. 30, 2019 | $ 55 | 42,227,015 | (51,682,133) | 444,973 | (9,010,090) | |
Balance, ending, shares at Jun. 30, 2019 | 54,504,872 | |||||
Balance, beginning at Mar. 31, 2019 | $ 44 | 41,678,418 | (49,605,931) | 579,983 | (7,347,486) | |
Balance, beginning, shares at Mar. 31, 2019 | 43,812,125 | |||||
Issuance of common shares for services | 8,250 | 2,007 | 10,257 | |||
Issuance of common shares for services, shares | 150,000 | |||||
Issuance of common shares for services - related parties | $ 4 | 374,054 | (245,138) | 128,920 | ||
Issuance of common shares for services - related parties, shares | 3,611,665 | |||||
Fair value of warrants and options granted for services | 40,595 | 40,595 | ||||
Common stock issued upon conversion of notes payable | $ 7 | 233,819 | 233,826 | |||
Common stock issued upon conversion of notes payable, shares | 7,606,841 | |||||
Shares cancelled for convertible note | (108,121) | 108,121 | ||||
Shares cancelled for convertible note, shares | (675,759) | |||||
Net loss | (2,076,202) | (2,076,202) | ||||
Balance, ending at Jun. 30, 2019 | $ 55 | 42,227,015 | (51,682,133) | 444,973 | (9,010,090) | |
Balance, ending, shares at Jun. 30, 2019 | 54,504,872 | |||||
Balance, beginning at Dec. 31, 2019 | $ 8,750 | $ 114 | 43,478,139 | (51,968,902) | 127,261 | (8,363,388) |
Balance, beginning, shares at Dec. 31, 2019 | 140,000 | 113,926,332 | ||||
Common Stock payable issued for services | 12,303 | 12,304 | ||||
Common Stock payable issued for services, shares | ||||||
Common Stock payable issued for services - related parties | $ 3 | 65,630 | (19,796) | 45,831 | ||
Common Stock payable issued for services - related parties, shares | 2,553,969 | |||||
Issuance of common shares for services - related parties | ||||||
Issuance of common shares for services - related parties, shares | ||||||
Fair value of warrants and options granted for services | 81,190 | 81,190 | ||||
Fair value of warrants and options granted for services, shares | ||||||
Common stock issued upon conversion of notes payable | $ 14 | 169,723 | 169,737 | |||
Common stock issued upon conversion of notes payable, shares | 13,767,631 | |||||
Series C preferred stock converted to common stock | $ (12,176) | $ 5 | $ 86,441 | $ 86,446 | ||
Series C preferred stock converted to common stock, shares | (39,048) | 4,939,759 | ||||
Series C preferred stock issued for cash, net of costs and discounts | ||||||
Series C preferred stock issued for cash, net of costs and discounts, Shares | 111,600 | |||||
Accrued dividends and accretion of conversion feature on Series A preferred stock | $ 59,713 | $ (59,713) | $ (59,713) | |||
Deemed dividends related to conversion feature of Series C preferred stock | (70,896) | (70,896) | ||||
Net loss | (148,367) | (148,367) | ||||
Balance, ending at Jun. 30, 2020 | $ 56,287 | $ 136 | 43,881,123 | (52,247,878) | 119,668 | (8,246,951) |
Balance, ending, shares at Jun. 30, 2020 | 212,552 | 135,187,691 | ||||
Balance, beginning at Mar. 31, 2020 | $ 28,338 | $ 128 | 43,688,457 | (52,538,580) | 156,290 | (8,693,705) |
Balance, beginning, shares at Mar. 31, 2020 | 195,800 | 127,693,963 | ||||
Common Stock payable issued for services | 10,200 | 10,200 | ||||
Common Stock payable issued for services, shares | ||||||
Common Stock payable issued for services - related parties | $ 3 | 65,630 | (46,822) | 18,808 | ||
Common Stock payable issued for services - related parties, shares | 2,553,969 | |||||
Fair value of warrants and options granted for services | 40,595 | 40,595 | ||||
Fair value of warrants and options granted for services, shares | ||||||
Conversion of preferred shares into common shares | $ (12,176) | $ 5 | $ 86,441 | $ 86,446 | ||
Conversion of preferred share into common shares, shares | (39,048) | 4,939,759 | ||||
Series C preferred stock issued for cash, net of costs and discounts | ||||||
Series C preferred stock issued for cash, net of costs and discounts, Shares | 55,800 | |||||
Accrued dividends and accretion of conversion feature on Series A preferred stock | $ 40,125 | $ (40,125) | $ (40,125) | |||
Deemed dividends related to conversion feature of Series C preferred stock | (32,028) | (32,028) | ||||
Net loss | 362,855 | 362,855 | ||||
Balance, ending at Jun. 30, 2020 | $ 56,287 | $ 136 | $ 43,881,123 | $ (52,247,878) | $ 119,668 | $ (8,246,951) |
Balance, ending, shares at Jun. 30, 2020 | 212,552 | 135,187,691 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (148,367) | $ (2,328,103) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 139,595 | |
Change in fair value of derivative liability | (1,468,038) | 594,126 |
Change in value of warrants | 28 | (14,076) |
Amortization of debt related cost | 916,804 | 948,990 |
Gain related to additional derivative liability | 206,283 | |
Extinguishment of debt | (1,931) | 350,594 |
Stock based compensation | 127,027 | 537,408 |
Common Stock payable issued for services | 12,203 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (132,372) | (683,496) |
Prepaid expenses | 12,111 | 54,170 |
Deferred rent receivable | ||
Other receivables | (242,102) | (39,776) |
Accounts payable | (13,373) | (38,504) |
Accrued liability - related parties | 47,522 | 171,023 |
Accrued expenses | 158,694 | 127,515 |
Lease liabilities | (5,633) | |
Contingent liabilities | (64,810) | |
Cash used in operating activities | (531,144) | (452,172) |
Cash flows from financing activities: | ||
Debt costs | (16,225) | |
Proceeds from notes payable | 56,444 | |
Proceeds from convertible notes payable | 100,000 | 517,725 |
Repayments of convertible notes payable, net | (2,500) | |
Proceeds from sale of preferred stock | 100,000 | |
Cash provided by financing activities | 253,944 | 501,500 |
Net increase (decrease) in cash | (277,200) | 49,328 |
Cash, beginning of period | 317,446 | 60,437 |
Cash, end of period | 40,246 | 109,765 |
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental schedule of noncash financial activities: | ||
Notes converted to stock | 89,000 | 601,212 |
Discount related to convertible notes and Preferred C shares | 200,000 | |
Accrued interest converted to stock | 6,282 | 41,560 |
Value of derivative liability extinguished upon conversion and pay off of notes and accrued interest | 101,746 | 678,797 |
Value of derivative liability extinguished upon conversion and pay off of preferred stock | 74,270 | |
Accounts payable and accrued expenses paid with common stock | 50,000 | |
Note issue discount | 541,725 | |
Debt issuance costs deducted from proceeds of notes | 16,225 | |
Debt discount extinguished from note conversion | 25,377 | |
Conversion of Preferred Stock for Common Stock | 12,176 | |
Accrued dividends and accretion of conversion feature on Series C preferred stock | 59,713 | |
Deemed dividends related to conversion feature of Series C preferred stock | $ 70,896 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations History On March 13, 2015, Diego Pellicer Worldwide, Inc. (the Company) (f/k/a Type 1 Media, Inc.) closed on a merger and share exchange agreement by and among (i) the Company, and (ii) Diego Pellicer World-wide 1, Inc., a Delaware corporation, (“Diego”), and (iii) Jonathan White, the majority shareholder of the Company. Diego was merged with and into the Company with the Company to continue as the surviving corporation in the merger. The Company succeeded to and assumed all the rights, assets, liabilities, debts, and obligations of Diego. Prior to the merger, 3,135,000 shares of Type 1 Media, Inc. were issued and outstanding. The principal owners of the Company agreed to transfer their 2,750,000 issued and outstanding shares to a third party in consideration for $169,000 and cancellation of their 2,750,000 shares. The remaining issued and outstanding shares are still available for trading in the marketplace. At the time of the merger, Type 1 Media, Inc. had no assets or liabilities. Accordingly, the business conducted by Type 1 prior to the merger is not being operated by the combined entity post-merger. At the closing of the merger, Diego common stock issued and outstanding immediately prior to the closing of the merger was exchanged for the right to receive one share of the surviving corporation for each share of Diego. An aggregate of 1,081,613 common shares of the surviving corporation were issued to the holders of Diego in exchange for their common shares representing approximately 74% of the combined entity. The merger has been accounted for as a reverse merger and recapitalization in which Diego is treated as the accounting acquirer and Diego Pellicer Worldwide, Inc. is the surviving corporation. Business Operations The Company leases real estate to licensed marijuana operators providing complete turnkey growing space, processing space, recreational and medical retail sales space and related facilities to licensed marijuana growers, processors, dispensary and recreational store operators. Additionally, the Company plans to explore ancillary opportunities in the regulated marijuana industry as well as offering for wholesale distribution branded non-marijuana clothing and accessories. The properties generating rents in 2019 and 2020 are as follows: Purpose Size City State Retail store (recreational and medical) 3,300 sq. Denver CO Cultivation warehouse 18,600 sq. Denver CO Cultivation warehouse 14,800 sq. Denver CO Retail store (recreational and medical) - Sold in May 2019 4,500 sq. Seattle WA The Company’s three properties in Denver, CO are leased to Royal Asset Management, LLC (“Royal Asset Management”). Royal Asset Management opened the Diego Denver branded flagship store in February 2017. This store known as “Diego Colorado”. The retail facilities have shown steady growth in sales since opening. For the other two properties subleased, Royal Asset Management uses these properties for its cultivation facilities in Denver, CO. Production at these facilities began in late 2016. The Company is currently exploring the acquisition of this entity, and the parties are in negotiation. In regards to the Seattle property, on May 6, 2019, the Company entered into an agreement with a third party, and sold the Seattle leased location. The sale provided $550,000 in capital and executive resources for expansion which the company allocated to its efforts in a new location and cannabis grow facilities in Colorado. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 - Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying consolidated balance sheet at December 31, 2019, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the U.S. Securities and Exchange Commission (“SEC”) on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future periods. Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements 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 at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, the collectability of accounts receivable and other receivables (See Note 5), valuation of right of use assets and lease liabilities and deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could influence our estimates that could cause actual results to differ from our estimates. The Company intends to re-evaluate all its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2020 and December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of June 30, 2020 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 3,856 $ 3,856 Stock warrant liabilities — — 1 1 $ — $ — $ 3,857 $ 3,857 As of December 31, 2019 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 5,024 $ 5,024 Stock warrant Liabilities — — 1 1 $ — $ — $ 5,025 $ 5,025 Derivative liabilities and stock warrant liabilities were valued using the Binomial Option Pricing Model in calculating the embedded conversion features for the six months ended June 30, 2020 and the year ended December 31, 2019. Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation, and the National Credit Union Share Insurance Fund, up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. Revenue recognition In accordance with ASC 842, Leases During the initial term of the lease, management has a policy of partial rent forbearance when the tenant first opens the facility to assure that the tenant has the opportunity for success. Management may be required to exercise considerable judgment in estimating revenue to be recognized. When management concludes that the Company is the owner of tenant improvements, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers Leases. The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Advertising During the six months ended June 30, 2020 and 2019, advertising expense was $15,041 and $30,134, respectively. Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. The Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The adoption of new standard did not have a material impact on the Company’s Consolidated Financial Statements. Income (loss) per common share The Company utilizes ASC 260, “Earnings per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities are not included in the calculation of the diluted loss per share if their effect would be anti-dilutive. The Company has 699,197,733 and 379,881,301 common stock equivalents at June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020, the potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. For the three months ended June 30, 2020, the Company was in a net income position and fully diluted earnings per share has been updated accordingly. Legal and regulatory environment The cannabis industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, and different taxation between federal and state. Federal government activity may increase in the future with respect to companies involved in the cannabis industry concerning possible violations of federal statutes and regulations. Management believes that the Company is in compliance with local, state and federal regulations, while no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception, its current liabilities exceed its current assets by $ 10,105,123, and has an accumulated deficit of $52,247,878 at June 30, 2020. These factors raise substantial doubt about its ability to continue as a going concern over the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are future noncash charges in connection with financing such as a change in derivative liability that will affect income but have no effect on cash flow. Although the Company has been successful raising additional capital, there is no assurance that the company will sell additional shares of stock or borrow additional funds. The Company’s inability to raise additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from lease revenues is currently exceeding lease costs, but is insufficient to cover operating expenses. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment As of June 30, 2020 and December 31, 2019, fixed assets and the estimated lives used in the computation of depreciation are as follows: Estimated June 30, December 31, Useful Lives 2020 2019 Leasehold improvements 10 years 515,450 515,450 Less: Accumulated depreciation and amortization (515,450 ) (515,450 ) Property and equipment, net $ — $ — During the six months ended June 30, 2020 and 2019, the Company recorded depreciation expense of $0 and $139,595, respectively. |
Accounts Receivables and Other
Accounts Receivables and Other Receivables | 6 Months Ended |
Jun. 30, 2020 | |
Notes to Financial Statements | |
Accounts Receivables and Other Receivables | Note 5 – Accounts Receivables and Other Receivables As disclosed in Note 1, the Company subleases three properties in Colorado to Royal Asset Management. At June 30, 2020, the Company had outstanding receivables from the subleases totaling $5 23,645, and during the three months ended June 30, 2020, the Company’s subleases with Royal Asset Management accounted for 100% of the Company’s revenues. In addition to the receivables from the subleases, the Company has agreed to provide Royal Asset Management and affiliates of Royal Asset Management up to aggregate amount of $1,030,000 in financing. These notes accrue interest at the rates ranging from 12% to 18% per annum. As of June 30, 2020 and December 31, 2019, the outstanding balance of these notes receivable total $1,259,247 and $1,017,143, respectively, including accrued interest of $219,201 and $153,509. The amount presented in our balance sheet is $1,030,281 and $788,177, which represents the $1,259,247 and $1,017,143 due to us, less $228,966 and $228,966 that we owe to Royal Asset Management for leasehold improvements. The notes are secured by a UCC filing and also $400,000 of the balance is personally guaranteed by the managing member of Royal Asset Management. During the six months ended June 30, 2020, we loaned an additional $242,104 under these contracts. If we do acquire Royal Asset Management, part of the purchase price will be paid through receivables that are owed to us. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6 – Other Assets Security deposits: Deposits – end of lease: |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions As of June 30, 2020 and December 31, 2019, the Company has accrued compensation to CEO, CFO and Director in the amount of $235,997, and $155,841, respectively. As of June 30, 2020 and December 31, 2019, accrued payable due to former officers were $1,104,763 and $1,137,397. For the three months ended June 30, 2020 and June 30, 2019, total cash-based compensation to related parties was $90,000 and $148,199 respectively. For the six months ended June 30, 2020 and 2019, total cash-based compensation to related parties was $180,000 and $257,498 , respectively. For the three months ended June 30, 2020 and June 30, 2019, total share-based compensation to related parties was $59,406 and $169,515, respectively. For the six months ended June 30, 2020 and 2019, total share-based compensation to related parties was $127,027 and $525,126 respectively. These amounts are included in general and administrative expenses in the accompanying financial statements. From 2017 to 2019, Mr . Gonfiantini, CEO, personally and through his Company, Crystal Bay Financial LLC, loaned an aggregate amount of $1,020,000 to Royal Asset Management. These notes accrue interest at 17%-18% per annum, and require monthly payment approximately from $5,000 to $20,000. These notes are personally guaranteed by the managing member of Royal Asset Management, and secured by certain equipment and other tangible properties of Royal Asset Management. Among these notes, $500,000 note was also secured by the medical marijuana licenses held by Royal Asset Management. At June 30, 2020, the Company owed Mr. Throgmartin, former CEO (See Note 11), $140,958 pursuant to a promissory note dated August 12, 2016. This note accrued interest at the rate of 8% per annum and was payable upon the earlier date of (i) the second anniversary date of the promissory notes, (ii) the date all of the current investor notes, in the outstanding aggregate principal and accrued interest amount of approximately $1,480,000 at September 30, 2016, have been paid in full and the Company has achieved gross revenues of at least $3,000,000 over any consecutive 12-month period. The balance of related party note was $140,958 and $140,958 at June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020, the note was past the maturity date, however the Company has not yet received a default notice. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | Note 8 – Notes Payable On August 31, 2015, the Company issued a note in the amount of $126,000 with third parties for use as operating capital. The note was amended to include accrued interest on October 31, 2016 and extended the maturity date to October 31, 2018. As of June 30, 2020 and December 31, 2019 the outstanding principal balance of the note was $133,403. As of June 30, 2020, the note was past the maturity date, however the Company has not yet received a default notice. On April 22, 2020, the Company was granted a loan from Numerica Credit Union, in the aggregate amount of $56,444, pursuant to the Paycheck Protection Program, (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a note dated April 22, 2020 issued by the Borrower, matures on April 22, 2022 and bears interest at a rate of 1.0% per annum, payable monthly commencing October 22, 2020. The loan may be prepaid by the Borrower at any time prior to maturity with no prepayment penalty. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 9 – Convertible Notes Payable The Company has issued several convertible notes which are outstanding. The note holders shall have the right to convert principal and accrued interest outstanding into shares of common stock at a discounted price to the market price of our common stock. The conversion feature was recognized as an embedded derivative and was valued using a Binomial Option Pricing Model that resulted in a derivative liability of $3,588,134 and $4,834,190 at June 30, 2020 and December 31, 2019, respectively. All notes accrue interest ranging from 8% to 12% and will mature in 2020. In connection with the issuance of certain of these notes, the Company also issued warrants to purchase its common stock. Several convertible note holders elected to convert their notes to stock during the three months ended June 30, 2020. The table below provides the note payable activity for the six months ended June 30, 2020, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using fair significant unobservable inputs (Level 3) for the six months ended June 30, 2020: Convertible Notes Discount Convertible Notes, Net of Discount Derivative Liabilities Balance, December 31, 2019 $ 3,266,775 $ 914,245 $ 2,352,530 $ 4,834,190 Issuance of convertible notes 103,000 103,000 — 309,251 Conversion of convertible notes (89,000 ) (25,377 ) (63,623 ) (97,848 ) Repayment of convertible notes (2,500 ) — (2,500 ) — Change in fair value of derivatives — — — (1,457,459 ) Amortization — (916,804 ) 916,804 — Balance June 30, 2020 $ 3,278,275 $ 75,064 $ 3,203,211 $ 3,588,134 During the six months ended June 30, 2020, the Company entered into a convertible note in an aggregate amount of $103,000 which is a twelve months maturity, bearing 12% interest per annum. The note is convertible at 35% discount to the average of the two lowest Volume Weighted Average Prices (VWAPs) during the previous ten (10) trading days to the date of a Conversion Notice. The conversion features related were determined in the amount of $135,710 using Binomial Option Pricing Model. During the six months ended June 30, 2020, $2,500 of note principal and $819 of accrued interest were repaid to a debt holder. During the six months ended June 30, 2020, $89,000 of notes, $6,282 of accrued interest and $210 additional fee was converted into 13,767,631 shares of common stock. A loss on extinguishment of debt of $1,931, extinguishment of debt discount of $25,377 and reduction of derivative liabilities of $97,838 have been recorded related to these conversions. As of June 30, 2020, several convertible notes in aggregate principal of $3,175,275 were past their maturity dates, however the Company has not yet received a default notice. On July 17, 2018, the Company entered into a certain Equity and Debt Restructure Agreement with two, long-time investors in the Company (the “Restructure Agreement”). Pursuant to the material terms of the Restructure Agreement, the investors agreed to return and cancel their collective 2,774,093 restricted Company common shares, which had been received from the prior conversion of their older convertible notes, in exchange for the Company’s issue to them recast convertible promissory notes. Accordingly, on the same date, these investors were each issued a First Priority Secured Promissory Note (the “Note” or “Notes”), in the principal amount of $1,683,558 and $545,607, respectively. In connection with this transaction, one of these investors agreed to loan the Company an additional $700,000. In 2018, the Company has received $220,000 cash proceeds of the additional $700,000 loan. Fair value of 2,774,093 restricted Company common shares were determined in the amount of $443,855 using market price and fair value of the embedded conversion feature were determined in the amount of $3,555,888 using Black Sholes Merton Option Model. As the result of the transaction, the Company recorded $2,892,033 in financing costs, and $2,449,275 as debt discount during year ended December 31, 2018. On March 29, 2019, the Company received $100,000 cash proceeds from the additional $700,000 loan. The conversion feature related to $100,000 were determined in the amount of $154,861 using Binomial Option Pricing Model. During year ended December 31, 2019, the Company received $380,000 cash proceeds from the additional $700,000 loan. The conversion feature related to $380,0000 were determined in the amount of $586,710 using Binomial Option Pricing Model. During the year ended December 31, 2019, we recorded $206,710 loss related to financing costs and $380,000 as debt discount. The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the six months ended June 30, 2020 and 2019. June 30, 2020 June 30, 2019 Risk-free interest rates 0.11 – 1.58% 1.92% Expected life (years) 0.25 – 1.00 0.08 – 1.25 Expected dividends 0% 0% Expected volatility 164 - 214% 70 - 557% |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholder's Equity (Deficit) | Note 10 – Stockholders’ Equity (Deficit) Series C Preferred Stock On December 16, 2019, Diego Pellicer Worldwide sold 140,000 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $130,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. To accommodate this transaction, Registrant’s Board of Directors approved and filed a certain Certificate of Designations with the Secretary of State of Delaware, designating 1,500,000 of its available preferred shares as Series C Preferred Convertible Stock, Stated Value of $1.00 per share, and with a par value of $0.0001 per share. This Certificate of Designations provides Registrant with the opportunity to redeem the Series C Shares at various increased prices at time intervals up to the 6-month anniversary of the closing and mandates full redemption on the 24-month anniversary. Geneva may convert the Series C Shares into Registrant’s common shares, commencing on the 6-month anniversary of the closing at a 30% discount to the public market price. The Company recorded a derivative liability of $165,218, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. On December 31, 2019, the fair value of the conversion feature was a derivative liability of $190,131, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. The Series C Preferred Stock is classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. During the year ended Decembers 31, 2019, we recorded $8,750 accretion of discount. As of December 31, 2019, there were 140,000 shares outstanding and a discount of $131,250. On June 16, 2020, a total of 39,048 shares of Series C Preferred Stock along with related discount of $26,872 were converted to 4,939,759 shares of Common Stock per the terms of the Agreement. On June 30, 2020, the fair value of the remaining conversion feature was a derivative liability of $116,880, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. During the six months ended June 30, 2020, we recorded $34,904 accretion of discount and $6,831 of accrued dividend. As of June 30, 2020, there were 100,952 shares outstanding and a discount of $69,474. On March 3, 2020, Diego Pellicer Worldwide sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $50,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability of $88,868 valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. On June 30, 2020, the fair value of the conversion feature was a derivative liability of $75,652, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. The Series C Preferred Stock is classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. During the six months ended June 30, 2020, we recorded $9,096 accretion of discount and $1,819 of accrued dividend. As of June 30, 2020, there were 55,800 shares outstanding and a discount of $46,704. On April 14, 2020, Diego Pellicer Worldwide sold 55,800 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $50,000 pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company recorded a derivative liability of $82,028 valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. On June 30, 2020, the fair value of the conversion feature was a derivative liability of $75,718, valued using a Binomial Option Pricing Model, associated with Series C Preferred Shares. The Series C Preferred Stock is classified as temporary equity due to that the shares are immediately convertible at the option of the note holder. During the six months ended June 30, 2020, we recorded $5,886 accretion of discount and $1,177 of accrued dividend. As of June 30, 2020, there were 55,800 shares outstanding and a discount of $49,914. Preferred Stock Discount Preferred Stock, Net of Discount Derivative Liabilities Balance, December 31, 2019 $ 140,000 $ 131,250 $ 8,750 $ 190,131 Issuance of Series C Preferred shares 111,600 111,600 — 164,586 Conversion of Series C Preferred shares (39,048 ) (26,872 ) (12,176 ) (96,968 ) Accrued dividends on Series C preferred stock — — 9,827 — Accretion of conversion feature on Series C preferred stock — — 49,886 — Change in fair value of derivatives — — — 10,551 Balance June 30, 2020 $ 212,552 $ 215,978 $ 56,287 $ 268,300 The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the three months ended June 30, 2020 and the year ended December 31, 2019. June 30, 2020 June 30, 2019 Risk-free interest rates 0.16 – 0.71% 1.53 – 2.60% Expected life (years) 1.45 – 2.00 0.08 – 1.25 Expected dividends 0% 0% Expected volatility 172 – 262% 70 - 557% Common Shares During the six months ended June 30, 2020, $89,000 of notes, $6,282 of accrued interest and $210 additional fee was converted into 13,767,631 shares of common stock. A loss on extinguishment of debt of $1,931, extinguishment of debt discount of $25,377 and reduction of derivative liabilities of $97,838 have been recorded related to these conversions. As of June 30, 2020, 35,844 shares, valued at $35,844 for debt conversion were authorized, but not issued as of June 30, 2020. During the six months ended June 30, 2020, 2,553,969 shares of common stock were issued for related party services valued at $65,633. These shares have been removed from shares to be issued as of June 30, 2020. During the six months ended June 30, 2020, 4,939,759 shares of common stock were issued as a result of the conversion of 39,048 shares of Series C Preferred shares. As of June 30, 2020, 1,442,004 shares, valued at $59,645 for services were authorized, but not issued as of June 30, 2020. These were classified as shares to be issued at June 30, 2020. The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the six months ended June 30, 2020: Common stock warrant activity: The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the six months ended June 30, 2020: Balance at December 31, 2019 $ 967 Issuance of warrants — Change in fair value during period 28 Balance at June 30, 2020 $ 995 The following assumptions were used in calculations of the Binomial Option Pricing Model for the periods ended June 30, 2020 and the year ended December 31, 2019. June 30, 2020 December 31, Annual dividend yield 0% 0% Expected life (years) 0.17-7.13 0.42 – 8.13 Risk-free interest rate 0.11 – 0.55% 1.56 – 2.40% Expected volatility 172 - 262% 165 - 318% The following represents a summary of all common stock warrant activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 211,826 $ 10.08 3.51 Expired (71,250 ) 30.00 - Balance outstanding, June 30, 2020 140,576 $ 10.08 3.51 Exercisable, June 30, 2020 140,576 $ 10.08 3.51 Common stock option activity: The Company maintains an Equity Incentive Plan pursuant of which 124,000 shares of Common Stock are reserved for issuance thereunder. This Plan was established to award certain founding members, who were instrumental in the development of the Company, as well as key employees, directors and consultants, and to promote the success of the Company’s business. The terms allow for each option to vest immediately, with a term no greater than 10 years from the date of grant, at an exercise price equal to par value at date of the grant. As of June 30, 2020, 88,750 shares had been granted, with 10,000 of those shares granted with warrants attached. There remain 35,250 shares available for future grants. During the six months ended June 30, 2020 and 2019, the Company recorded total option expense of $81,190 . Unamortized stock option expense at June 30, 2020 is $5,416, which will be charged to expense in remaining months of 2020. The aggregate intrinsic value of stock options outstanding at June 30, 2020 is $0. The following represents a summary of all common stock option activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 172,479 $ 5.29 5.47 Granted — — Balance outstanding, June 30, 2020 172,479 $ 5.25 5.22 Exercisable, June 30, 2020 162,479 $ 5.25 5.47 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – COMMITMENTS AND CONTINGENCIES Leases The Company leases property under operating leases. Property leases include retail and warehouse space with fixed rent payments and lease terms ranging from three to five years. The Company is obligated to pay the lessor for maintenance, real estate taxes, insurance and other operating expenses on certain property leases. These expenses are variable and are not included in the measurement of the lease asset or lease liability. These expenses are recognized as variable lease expense when incurred. The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The leases typically do not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at June 30, 2020 was 12%. Leases often include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result the Company been recognizing rents as they become payable. Our weighted-average remaining lease term is 3.99 years. As of June 30, 2020, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases 2020 $ 482 2021 863 2022 719 2023 733 2024 445 2025 and beyond 45 Total 3,287 Less: amount representing interest (651 ) Present value of future minimum lease payments 2,636 Less: current obligations under leases 695 Long-term lease obligations $ 1,941 Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Six months ended June 30, 2020 Operating lease costs $ 498,453 Variable rent costs 75,166 Total rent expense $ 573,619 Other information related to leases is as follows: Three months ended June 30, 2020 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 504,086 Weighted-average remaining lease term - operating leases 4.24 yr Weighted-average discount rate - operating leases 12 % The Company recognized sublease income of $728,880 and $648,542 during the six months ended June 30, 2020 and 2019, respectively. These three leases have three to five years terms with optional extension, expiration dates range from July 2021 to June 2025, and monthly base rent approximately $20,000-$40,000 plus variable triple net. As of June 30, 2020, the maturities of expected base sublease income are as follows (in thousands): Operating Leases Remaining of 2020 $ 655 2021 1,154 2022 930 2023 944 2024 589 2025 and beyond 57 Total $ 4,329 Employment Agreements As a condition of their employment, the Board of Directors approved employment agreements with three key executives. These agreement provided that additional shares will be granted each year over the term of the agreement should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. Nello Gofiniatini III, who became the Company’s CEO in October 2019 receives an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. The Company’s CFO received a similar grant each to maintain his ownership percentage at 2% of the outstanding stock. In addition, prior to his departure in October 2019, Ron Throgmartin, the Company’s previous CEO, would receive a grant of additional shares to maintain his ownership at 7.5% of the Company’s outstanding stock. During the six months ended June 30, 2020, the Company accrued compensation expense of approximately $45,837 on 2,244,887 shares of common stock under these agreements. During the year ended December 31, 2019, the Company accrued compensation expense of approximately $593,000 on 20,782,014 shares of common stock under these agreements. As of June 30, 2020 and December 31, 2019, the ending balance of accrued compensation was $60,022 and $79,817, respectively. During the three and six months ending June 30, 2020 and 2019, the Company accrued compensation expenses as follows: Three Months ending June 30, 2020 Three Months ending June 30, 2019 Six Months ending June 30, 2020 Six Months ending June 30, 2019 Compensation $ 18,811 $ 128,920 $ 45,837 $ 443,936 Number of Shares 592,771 4,334,596 2,244,887 8,715,105 Departure of Executive Officer On January 30, 2019, the Company executed a Separation Agreement and Release with David Thompson, its former Senior Vice President- Finance, finalizing his departure from the Company as an employee. Pursuant to its material terms, the Company agreed to pay Mr. Thompson aggregate cash payments of $206,250 , based upon the Company’s receipt of certain gross sales receipts derived from its Alameda Store in Colorado, and certain stock grants based upon the Company’s outstanding common shares as of February 1, 2019, including a stock grant of 53,717 restricted common shares for accrued salary and 122,934 restricted common shares in exchange for his approximate 122,000 of stock options. During the three and six months ended June 30, 2020, $7,634 was paid under this agreement. During the three and six months ended June 30, 2019 no amounts were paid under this agreement. As of June 30, 2020 and December 31, 2019, the outstanding balance was $189,166 and $196,800, respectively, and is included in Accrued Payable – Related Party in the accompanying Consolidated Balance Sheet. On October 29, 2019, Diego Pellicer Worldwide, Inc. (“Registrant”) accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr. Throgmartin’s resignation was not the result of any disagreements with Registrant’s plan of operations, policies or management. On the same date, Registrant appointed Christopher D. Strachan, Registrant’s Chief Financial Officer, to membership on Registrant’s Board of Directors and appointed Nello Gonfiatini III, Regiatrant’s Chief Operations Officer, to the additional post of Chief Executive Officer. Ron Throgmartin signed a 5-year term Separation Agreement which, among other matters, terminated his Employment Agreement, as amended. On the date of the Separation Agreement, the Company acknowledged it owed Mr. Throgmartin the amount of $517,252.06 in principal and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Corporation further acknowledged that it will pay Mr Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583.33 under certain condition, which the Company accrued in full as of the date of Mr Throgmartin’s separation. This agreement provides that the Registrant will pay him $5,000 monthly against his accrued salary/fees and 50% of future compensation due under his terminated Employment Agreement, with certain accelerated payments in the event Registrant’s financial results attain certain EBITA benchmarks. Registrant shall have the right to require Mr. Throgmartin to provide consulting services to Registrant for a per diem fee of $500. As of June 30, 2020 and December 31, 2019, the outstanding balance was $915,597 and $940,597, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On July 21, 2020, the company converted 20,000 shares of series C preferred stock into 1,800,000 shares of common stock. On July 27, 2020, the company issued 2,000,000 shares of common stock to Joseph Tomasek for services rendered. On July 30, 2020, the company converted 20,000 shares of series C preferred stock into 3,181,818 shares of common stock. On August 5, 2020, the company converted 15,000 shares of series C preferred stock into 2,423,077 shares of common stock. On August 11, 2020, the company converted 20,000 shares of series C preferred stock into 3,387,097 shares of common stock. On August 17, 2020, the company converted 20,000 shares of series C preferred stock into 3,442,623 shares of common stock. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). 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. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying consolidated balance sheet at December 31, 2019, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the U.S. Securities and Exchange Commission (“SEC”) on the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any future periods. |
Principles of Consolidation | Principles of Consolidation The financial statements include the accounts of Diego Pellicer Worldwide, Inc., and its wholly-owned subsidiary Diego Pellicer World-wide 1, Inc. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements 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 at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, the collectability of accounts receivable and other receivables (See Note 5), valuation of right of use assets and lease liabilities and deferred taxes and related valuation allowances. Certain estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could influence our estimates that could cause actual results to differ from our estimates. The Company intends to re-evaluate all its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Fair Value Measurements | Fair Value Measurements The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2020 and December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of June 30, 2020 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 3,856 $ 3,856 Stock warrant liabilities — — 1 1 $ — $ — $ 3,857 $ 3,857 As of December 31, 2019 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 5,024 $ 5,024 Stock warrant Liabilities — — 1 1 $ — $ — $ 5,025 $ 5,025 Derivative liabilities and stock warrant liabilities were valued using the Binomial Option Pricing Model in calculating the embedded conversion features for the six months ended June 30, 2020 and the year ended December 31, 2019. |
Cash | Cash The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation, and the National Credit Union Share Insurance Fund, up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. |
Revenue Recognition | Revenue recognition In accordance with ASC 842, Leases During the initial term of the lease, management has a policy of partial rent forbearance when the tenant first opens the facility to assure that the tenant has the opportunity for success. Management may be required to exercise considerable judgment in estimating revenue to be recognized. When management concludes that the Company is the owner of tenant improvements, management records the cost to construct the tenant improvements as a capital asset. In addition, management records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, management records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers Leases. The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. |
Advertising | Advertising During the six months ended June 30, 2020 and 2019, advertising expense was $15,041 and $30,134, respectively. |
Income Taxes | Income Taxes Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. The Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The adoption of new standard did not have a material impact on the Company’s Consolidated Financial Statements. |
Income (loss) per common share | Income (loss) per common share The Company utilizes ASC 260, “Earnings per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities are not included in the calculation of the diluted loss per share if their effect would be anti-dilutive. The Company has 699,197,733 and 379,881,301 common stock equivalents at June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020, the potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. For the three months ended June 30, 2020, the Company was in a net income position and fully diluted earnings per share has been updated accordingly. |
Legal and Regulatory Environment | Legal and regulatory environment The cannabis industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, and different taxation between federal and state. Federal government activity may increase in the future with respect to companies involved in the cannabis industry concerning possible violations of federal statutes and regulations. Management believes that the Company is in compliance with local, state and federal regulations, while no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. |
Organization and Operations (Ta
Organization and Operations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of properties generating rents | The properties generating rents in 2019 and 2020 are as follows: Purpose Size City State Retail store (recreational and medical) 3,300 sq. Denver CO Cultivation warehouse 18,600 sq. Denver CO Cultivation warehouse 14,800 sq. Denver CO Retail store (recreational and medical) - Sold in May 2019 4,500 sq. Seattle WA |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of June 30, 2020 and December 31, 2019, fixed assets and the estimated lives used in the computation of depreciation are as follows: Estimated June 30, December 31, Useful Lives 2020 2019 Leasehold improvements 10 years 515,450 515,450 Less: Accumulated depreciation and amortization (515,450 ) (515,450 ) Property and equipment, net $ — $ — |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Liabilities Measured Using Fair Significant Unobservable Inputs (Level 3) | The table below provides the note payable activity for the six months ended June 30, 2020, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using fair significant unobservable inputs (Level 3) for the six months ended June 30, 2020: Convertible Notes Discount Convertible Notes, Net of Discount Derivative Liabilities Balance, December 31, 2019 $ 3,266,775 $ 914,245 $ 2,352,530 $ 4,834,190 Issuance of convertible notes 103,000 103,000 — 309,251 Conversion of convertible notes (89,000 ) (25,377 ) (63,623 ) (97,848 ) Repayment of convertible notes (2,500 ) — (2,500 ) - Change in fair value of derivatives — — — ( 1,457,459 ) Amortization — (916,804 ) 916,804 — Balance June 30, 2020 $ 3,278,275 $ 75,064 $ 3,203,211 $ 3,588,134 |
Schedule of Assumptions Used Black Scholes Model | The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the six months ended June 30, 2020 and 2019. June 30, 2020 June 30, 2019 Risk-free interest rates 0.11 – 1.58% 1.92% Expected life (years) 0.25 – 1.00 0.08 – 1.25 Expected dividends 0% 0% Expected volatility 164 - 214% 70 - 557% |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of stock | Preferred Stock Discount Preferred Stock, Net of Discount Derivative Liabilities Balance, December 31, 2019 $ 140,000 $ 131,250 $ 8,750 $ 190,131 Issuance of Series C Preferred shares 111,600 111,600 — 164,586 Conversion of Series C Preferred shares (39,048 ) (26,872 ) (12,176 ) (96,968 ) Accrued dividends on Series C preferred stock — — 9,827 — Accretion of conversion feature on Series C preferred stock — — 49,886 — Change in fair value of derivatives — — — 10,551 Balance June 30, 2020 $ 212,552 $ 215,978 $ 56,287 $ 268,300 |
Schedule of assumptions | The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the three months ended June 30, 2020 and the year ended December 31, 2019. June 30, 2020 June 30, 2019 Risk-free interest rates 0.16 – 0.71% 1.53 – 2.60% Expected life (years) 1.45 – 2.00 0.08 – 1.25 Expected dividends 0% 0% Expected volatility 172 – 262% 70 - 557% |
Schedule of Warrant Liabilities Measured using Fair Significant Unobservable Inputs (Level 3) | The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the three months ended June 30, 2020: Balance at December 31, 2019 $ 967 Issuance of warrants — Change in fair value during period 28 Balance at June 30, 2020 $ 995 |
Schedule of Fair Value on Assumptions | The following assumptions were used in calculations of the Binomial Option Pricing Model for the periods ended June 30, 2020 and the year ended December 31, 2019. June 30, 2020 December 31, Annual dividend yield 0% 0% Expected life (years) 0.17-7.13 0.42 – 8.13 Risk-free interest rate 0.11 – 0.55% 1.56 – 2.40% Expected volatility 172 - 262% 165 - 318% |
Schedule of stock warrant activity | The following represents a summary of all common stock warrant activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 211,826 $ 10.08 3.51 Expired (71,250 ) 30.00 - Balance outstanding, June 30, 2020 140,576 $ 10.08 3.51 Exercisable, June 30, 2020 140,576 $ 10.08 3.51 |
Schedule of Stock Option Activity | The following represents a summary of all common stock option activity: Number of Weighted Average Weighted Average Balance outstanding, December 31, 2019 172,479 $ 5.29 5.47 Granted — — Balance outstanding, June 30, 2020 172,479 $ 5.25 5.22 Exercisable, June 30, 2020 162,479 $ 5.25 5.47 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities of operating leases liabilities | As of June 30, 2020, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases 2020 $ 482 2021 863 2022 719 2023 733 2024 445 2025 and beyond 45 Total 3,287 Less: amount representing interest (651 ) Present value of future minimum lease payments 2,636 Less: current obligations under leases 695 Long-term lease obligations $ 1,941 |
Schedule of rent expense is recognized on a straight-line basis | Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: Six months ended June 30, 2020 Operating lease costs $ 498,453 Variable rent costs 75,166 Total rent expense $ 573,619 |
Schedule of other information related to leases | Other information related to leases is as follows: Three months ended June 30, 2020 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 504,086 Weighted-average remaining lease term - operating leases 4.24 yr Weighted-average discount rate - operating leases 12 % |
Sublease income | As of June 30, 2020, the maturities of expected base sublease income are as follows (in thousands): Operating Leases Remaining of 2020 $ 655 2021 1,154 2022 930 2023 944 2024 589 2025 and beyond 57 Total $ 4,329 |
Schedule of accrued compensation expenses | During the three and six months ending June 30, 2020 and 2019, the Company accrued compensation expenses as follows: Three Months ending June 30, 2020 Three Months ending June 30, 2019 Six Months ending June 30, 2020 Six Months ending June 30, 2019 Compensation $ 18,811 $ 128,920 $ 45,837 $ 443,936 Number of Shares 592,771 4,334,596 2,244,887 8,715,105 |
Organization and Operations (De
Organization and Operations (Details) | 6 Months Ended |
Jun. 30, 2020ft² | |
State | DE |
Retail store (recreational and medical) | |
Area | 3,300 |
City | Denver |
State | CO |
Cultivation warehouse | |
Area | 18,600 |
City | Denver |
State | CO |
Cultivation warehouse | |
Area | 14,800 |
City | Denver |
State | CO |
Retail store (recreational and medical) - Sold | |
Area | 4,500 |
City | Seattle |
State | WA |
Organization and Operations (_2
Organization and Operations (Details Narrative) - Type 1 Media, Inc [Member] | 6 Months Ended |
Jun. 30, 2020USD ($)shares | |
Number of shares issued and outstanding prior merger | 3,135,000 |
Number of shares agreed to issued and outstanding by principal owner | $ | $ 2,750,000 |
Consideration for agreed shares | $ | $ 169,000 |
Number of shares cancellation during the period | 2,750,000 |
Exchanged for right to receive share | 1 |
Stock issued during period convertible securities | 1,081,613 |
Percentage of combined entity | 74.00% |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 3,856 | $ 5,024 |
Stock warrant liabilities | 1 | 1 |
Total | 3,857 | 5,025 |
Level 1 [Member] | ||
Derivative liabilities | ||
Stock warrant liabilities | ||
Total | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Stock warrant liabilities | ||
Total | ||
Level 3 [Member] | ||
Derivative liabilities | 3,856 | 5,024 |
Stock warrant liabilities | 1 | 1 |
Total | $ 3,857 | $ 5,025 |
Significant and Critical Acco_5
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Common stock equivalents | 699,197,733 | 379,881,301 |
Advertising expense | $ 15,041 | $ 30,134 |
Maximum [Member] | ||
Cash insured by FDIC | $ 250,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ (10,105,123) | |
Accumulated deficit | $ (52,247,878) | $ (51,968,902) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Leasehold Improvements | $ 515,450 | $ 515,450 |
Less: Accumulated depreciation and amortization | (515,450) | (515,450) |
Property and equipment, net | ||
Leasehold Improvements [Member] | ||
Property and Equipment Estimated Useful Lives | 10 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 69,797 | $ 139,595 |
Accounts Receivables and Othe_2
Accounts Receivables and Other Receivables (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Notes receivable | $ 1,259,247 | $ 1,017,143 |
Accrued interest receivable | 219,201 | 153,509 |
Leasing hold improvement paid | 228,966 | 228,966 |
Receivables guaranteed | 400,000 | |
Other receivables | 1,030,281 | $ 788,177 |
Receivables from subleases | 523,645 | |
Proceeds from loan | $ 242,104 | |
Minimum [Member] | ||
Interest rate | 12.00% | |
Maximum [Member] | ||
Interest rate | 18.00% | |
Third Parties [Member] | ||
Other Receivables | $ 1,030,000 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | May 06, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Security deposits | $ 150,000 | $ 150,000 | |
Settlement of security deposit | $ 20,000 | ||
Deposits - end of lease | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2016 | |
Accrued fees - related parties | $ 235,997 | $ 235,997 | $ 155,841 | |||
Accrued payable | 104,763 | 104,763 | 1,137,397 | |||
Cash based compensation - related parties | 90,000 | $ 148,199 | 180,000 | $ 257,498 | ||
Share based compensation - related parties | 59,406 | 169,515 | 127,027 | 525,126 | ||
Gross revenues | 62,023 | $ 122,223 | 155,261 | $ 291,514 | ||
Notes payable related parties | 140,958 | $ 140,958 | $ 140,958 | |||
Related party description | From 2017 to 2019, Mr. Gonfiantini, CEO, personally and through his Company, Crystal Bay Financial LLC, loaned aggregate amount of $1,020,000 to our Colorado tenant. These notes accrue interest at 17%-18% per annum, and require monthly payment approximately from $5,000 to $20,000. These notes were personally guaranteed by the managing member of our Colorado’s tenant, and secured by certain equipment and other tangible properties of our Colorado’s tenant. Among these notes, $500,000 note was also secured by the medical marijuana licenses held by our Colorado tenant. | |||||
Mr. Throgmartin [Member] | ||||||
Accrued interest | $ 1,480,000 | |||||
Debt instrument face amount | $ 140,958 | $ 140,958 | ||||
Debt instrument interest rate | 8.00% | 8.00% | ||||
Gross revenues | $ 3,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 02, 2018 | Apr. 22, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2015 |
Note maturity date | Oct. 31, 2018 | ||||
Note payable | $ 189,847 | $ 133,403 | |||
Proceeds from loan | $ 242,104 | ||||
Numerica Credit Union [Member] | |||||
Proceeds from loan | $ 56,444 | ||||
Interest rate | 1.00% | ||||
Third Parties [Member] | |||||
Note payable principal amount | $ 126,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Issuance of convertible notes | $ 100,000 | $ 517,725 |
Repayment of convertible notes | (2,500) | |
Convertible Debt [Member] | ||
Balance, beginning | 3,266,775 | |
Issuance of convertible notes | 103,000 | |
Conversion of convertible notes | (89,000) | |
Repayment of convertible notes | (2,500) | |
Change in fair value of derivatives | ||
Amortization | ||
Balance, ending | 3,278,275 | |
Discount [Member] | ||
Balance, beginning | 914,245 | |
Issuance of convertible notes | 103,000 | |
Conversion of convertible notes | (25,377) | |
Repayment of convertible notes | ||
Change in fair value of derivatives | ||
Amortization | (916,804) | |
Balance, ending | 75,064 | |
Convertible Note Net of Discount [Member] | ||
Balance, beginning | 2,352,530 | |
Issuance of convertible notes | ||
Conversion of convertible notes | (63,623) | |
Repayment of convertible notes | (2,500) | |
Change in fair value of derivatives | ||
Amortization | 916,804 | |
Balance, ending | 3,203,211 | |
Derivative Liabilities [Member] | ||
Balance, beginning | 4,834,190 | |
Issuance of convertible notes | 309,251 | |
Conversion of convertible notes | (97,848) | |
Repayment of convertible notes | ||
Change in fair value of derivatives | (1,457,459) | |
Amortization | ||
Balance, ending | $ 3,588,134 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Expected Dividends [Member] | ||
Fair value assumptions, percentage | 0.00% | 0.00% |
Minimum [Member] | Risk Free Interest Rates [Member] | ||
Fair value assumptions, percentage | 0.11% | 1.92% |
Minimum [Member] | Expected Life [Member] | ||
Fair value assumptions, term | 2 months 30 days | 29 days |
Minimum [Member] | Expected Volatility [Member] | ||
Fair value assumptions, percentage | 164.00% | 70.00% |
Maximum [Member] | Risk Free Interest Rates [Member] | ||
Fair value assumptions, percentage | 1.58% | 1.92% |
Maximum [Member] | Expected Life [Member] | ||
Fair value assumptions, term | 1 year | 1 year 2 months 30 days |
Maximum [Member] | Expected Volatility [Member] | ||
Fair value assumptions, percentage | 214.00% | 557.00% |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 29, 2019 | Jul. 17, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Derivative liability | $ 3,588,134 | $ 4,834,190 | |||
Common stock issued | 135,187,691 | 113,926,332 | |||
Gain on extinguishment of debt | $ 1,931 | $ (350,594) | |||
Proceeds from loan | 242,104 | ||||
Financing costs | 2,892,033 | ||||
Debt discount | $ 2,449,275 | ||||
Convertible notes past due | 3,175,275 | ||||
Black Sholes Merton Option Model [Member] | |||||
Loan | 700,000 | ||||
Proceeds from loan | $ 100,000 | 380,000 | |||
Financing costs | 206,710 | ||||
Debt discount | 380,000 | ||||
Convertible notes past due | $ 154,861 | 586,710 | |||
Equity and Debt Restructure Agreement [Member] | Second Investors [Member] | |||||
Principal amount | $ 545,607 | ||||
Equity and Debt Restructure Agreement [Member] | First Investors [Member] | |||||
Principal amount | 1,683,558 | ||||
Loan | 700,000 | ||||
Proceeds from loan | $ 220,000 | ||||
Equity and Debt Restructure Agreement [Member] | Investors [Member] | |||||
Number of restricted common shares cancelled | 2,774,093 | ||||
Fair value of restricted common shares | $ 443,855 | ||||
Fair value of embedded conversion feature | 3,555,888 | ||||
Conversion feature | $ 3,555,888 | ||||
Several Convertible Notes [Member] | |||||
Conversion of convertible notes | $ 103,000 | ||||
Interest rate | 12.00% | ||||
Holder [Member] | |||||
Conversion of convertible notes | $ 89,000 | 450,212 | |||
Accrued interest | 6,282 | $ 31,345 | |||
Additional fee | $ 210 | ||||
Debt instruments conversion into shares | 13,767,631 | 12,242,678 | |||
Gain on extinguishment of debt | $ 1,931 | $ 130,031 | |||
Repayment of debt | 2,500 | ||||
Accrued interest repaid | 819 | ||||
Extinguishment of debt discount | 25,377 | ||||
Reduction of derivative liabilities | $ 97,838 |
Stockholder's Equity (Deficit_2
Stockholder's Equity (Deficit) (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Discount [Member] | |
Balance at beginning | $ 131,250 |
Issuance of Series C Preferred shares | 111,600 |
Conversion of Series C Preferred shares | (26,872) |
Accrued dividends on Series C preferred stock | |
Accretion of conversion feature on Series C preferred stock | |
Change in fair value of derivatives | |
Balance at end | 215,978 |
Derivative Liabilities [Member] | |
Balance at beginning | 190,131 |
Issuance of Series C Preferred shares | 164,586 |
Conversion of Series C Preferred shares | (96,968) |
Accrued dividends on Series C preferred stock | |
Accretion of conversion feature on Series C preferred stock | |
Change in fair value of derivatives | 10,551 |
Balance at end | 268,300 |
Preferred Stock [Member] | |
Balance at beginning | 140,000 |
Issuance of Series C Preferred shares | 111,600 |
Conversion of Series C Preferred shares | (39,048) |
Accrued dividends on Series C preferred stock | |
Accretion of conversion feature on Series C preferred stock | |
Change in fair value of derivatives | |
Balance at end | 212,552 |
Preferred Stock Net of Discount [Member] | |
Balance at beginning | 8,750 |
Issuance of Series C Preferred shares | |
Conversion of Series C Preferred shares | (12,176) |
Accrued dividends on Series C preferred stock | 9,827 |
Accretion of conversion feature on Series C preferred stock | 49,886 |
Change in fair value of derivatives | |
Balance at end | $ 56,287 |
Stockholder's Equity (Deficit_3
Stockholder's Equity (Deficit) (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.16% | 1.53% |
Expected life (years) | 1 year 5 months 12 days | 29 days |
Expected volatility | 172.00% | 70.00% |
Maximum [Member] | ||
Risk-free interest rate | 0.71% | 1.66% |
Expected life (years) | 2 years | 1 year 2 months 30 days |
Expected volatility | 262.00% | 557.00% |
Stockholder's Equity (Deficit_4
Stockholder's Equity (Deficit) (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Change in fair value during period | $ 125 | $ (53,498) | $ 28 | $ (14,076) |
Level 3 [Member] | ||||
Balance at beginning | 967 | |||
Issuance of warrants | ||||
Change in fair value during period | 28 | |||
Balance at end | $ 995 | $ 995 |
Stockholder's Equity (Deficit_5
Stockholder's Equity (Deficit) (Details 3) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Annual dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (years) | 2 months 1 day | 5 months 1 day |
Risk-free interest rate | 0.55% | 1.56% |
Expected volatility | 172.00% | 165.00% |
Maximum [Member] | ||
Expected life (years) | 7 years 1 month 16 days | 8 years 1 month 16 days |
Risk-free interest rate | 1.83% | 2.40% |
Expected volatility | 262.00% | 318.00% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details 4) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Weighted Average Exercise Price, Beginning balance | $ 5.29 | ||
Weighted Average Exercise Price, Ending balance | 5.25 | $ 5.29 | |
Weighted Average Exercise Price, Exercisable ending balance | $ 5.25 | ||
Weighted Average Remaining Contractual Term | 5 years 2 months 19 days | 5 years 5 months 20 days | |
Weighted Average Remaining Contractual Term, Exercisable ending balance | 5 years 5 months 20 days | ||
Warrant [Member] | |||
Number of warrant, Beginning balance | 211,826 | ||
Number of warrant, Forfeited | (71,250) | ||
Number of warrant, Ending balance | 140,576 | 211,826 | |
Number of warrant,Exercisable ending balance | 140,576 | ||
Weighted Average Exercise Price, Beginning balance | $ 10.08 | ||
Weighted Average Exercise Price, Forfeited | 30 | ||
Weighted Average Exercise Price, Ending balance | 10.08 | $ 10.08 | |
Weighted Average Exercise Price, Exercisable ending balance | $ 10.08 | ||
Weighted Average Remaining Contractual Term | 3 years 6 months 3 days | 3 years 6 months 3 days | |
Weighted Average Remaining Contractual Term, Exercisable ending balance | 3 years 6 months 3 days |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details 5) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Equity [Abstract] | ||
Number of Options, Beginning balance | 172,479 | |
Number of Options, Granted | ||
Number of Options, Ending balance | 172,479 | |
Number of Options, Exercisable ending balance | 162,479 | |
Weighted Average Exercise Price, Beginning balance | $ 5.29 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Ending balance | 5.25 | |
Weighted Average Exercise Price, Exercisable ending balance | $ 5.25 | |
Weighted Average Remaining Contractual Term | 5 years 2 months 19 days | 5 years 5 months 20 days |
Weighted Average Remaining Contractual Term, Exercisable ending balance | 5 years 5 months 20 days |
Stockholder's Equity (Deficit_6
Stockholder's Equity (Deficit) (Details Narrative) - USD ($) | Apr. 14, 2020 | Jun. 16, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Derivative liability | $ 3,856 | $ 5,024 | |||
Discount | $ 2,449,275 | ||||
Common stock shares authorized | 840,000,000 | 840,000,000 | |||
Common stock issued | 135,187,691 | 113,926,332 | |||
Number of common stock issued for services, shares | 2,990,583 | ||||
Additionally Shares authorized for services but not issued, shares | 1,442,004 | ||||
Additionally Shares authorized for services but not issued, value | $ 59,645 | ||||
Shares available for future grants | 35,250 | ||||
Stock option expenses | $ 81,190 | $ 40,595 | |||
Unamortized stock option | 5,416 | ||||
Gain on extinguishment of debt | 1,931 | (350,594) | |||
Intrinsic value of stock options outstanding | $ 0 | ||||
Reserved for issuance | 124,000 | ||||
Shares granted | 88,750 | ||||
Common Stock payable issued for services - related parties | $ 65,633 | ||||
Common Stock payable issued for services - related parties, shares | 2,553,969 | ||||
Holder [Member] | |||||
Number of shares issued for conversion of notes, value | $ 89,000 | $ 450,212 | |||
Debt converted into share | 13,767,631 | 12,242,678 | |||
Accrued interest | $ 6,282 | $ 31,345 | |||
Additional fee | 210 | ||||
Extinguishment of debt discount | 25,377 | ||||
Reduction of derivative liabilities | $ 97,838 | ||||
Common stock, shares authorized but not issued, shares | 35,844 | ||||
Common stock, shares authorized but not issued, value | $ 35,844 | ||||
Gain on extinguishment of debt | $ 1,931 | $ 130,031 | |||
Redeemable convertible preferred stock, Series C [Member] | |||||
Preferred stock, shares outstanding | 55,800 | 140,000 | |||
Derivative liability | $ 88,868 | $ 165,218 | |||
Conversion feature | 75,652 | 190,131 | |||
Accretion of discount | 9,096 | 8,750 | |||
Accrued dividend | 1,819 | ||||
Discount | $ 46,704 | $ 131,250 | |||
Debt converted into share | 39,048 | ||||
Number of common stock issued | 4,939,759 | ||||
Shares conversion description | 39,048 shares of Series C Preferred Stock along with related discount of $26,872 were converted to 4,939,759 shares of Common Stock per the terms of the Agreement. | ||||
Redeemable convertible preferred stock, Series C [Member] | Geneva [Member] | |||||
Preferred stock, shares outstanding | 55,800 | ||||
Derivative liability | $ 82,028 | ||||
Accretion of discount | $ 5,886 | ||||
Accrued dividend | 1,177 | ||||
Discount | $ 49,914 | ||||
Sale of stock | 55,800 | ||||
Redeemable convertible preferred stock, Series C [Member] | |||||
Preferred stock, shares outstanding | 100,952 | ||||
Conversion feature | $ 116,880 | ||||
Accretion of discount | 34,904 | ||||
Accrued dividend | 6,831 | ||||
Discount | $ 69,474 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 482,000 |
2021 | 863,000 |
2022 | 719,000 |
2023 | 733,000 |
2024 | 445,000 |
2025 and beyond | 45,000 |
Total | 3,287,000 |
Less: amount representing interest | (651,000) |
Present value of future minimum lease payments | 2,636,000 |
Less: current obligations under leases | 695,000 |
Long-term lease obligations | $ 1,941,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease costs | $ 498,453 |
Variable rent costs | 75,166 |
Total rent expense | $ 573,619 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 504,086 |
Weighted-average remaining lease term - operating leases | 4 years 2 months 27 days |
Weighted-average discount rate - operating leases | 12.00% |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining of 2020 | $ 655,000 |
2021 | 1,154,000 |
2022 | 930,000 |
2023 | 944,000 |
2024 | 589,000 |
2025 and beyond | 57,000 |
Total | $ 4,329,000 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Compensation | $ 18,811 | $ 128,920 | $ 45,837 | $ 443,936 |
Number of Shares | 592,771 | 4,334,596 | 2,244,887 | 8,715,105 |
Commitments and Contingencies_7
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 01, 2019 | Oct. 29, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Stock options issued | 88,750 | ||||||
Operating leases discount rate | 12.00% | 12.00% | |||||
Weighted-average remaining lease term | 3 years 11 months 26 days | 3 years 11 months 26 days | |||||
Sublease income | $ 728,880 | $ 648,542 | |||||
Stock issued for employment agreements | $ 45,837 | $ 593,000 | |||||
Stock issued for employment agreements, Shares | 2,244,887 | 20,782,014 | |||||
Accrued compensation | $ 60,022 | $ 60,022 | $ 79,817 | ||||
CEO [Member] | |||||||
Stock grant for restricted common shares for accrued salary | 53,717 | ||||||
Restricted common share issued for stock option | 122,934 | ||||||
Stock options issued | 122,000 | ||||||
Payment of compensation | 7,634 | $ 0 | 7,634 | $ 0 | |||
Accrued compensation | 189,166 | 189,166 | 196,800 | ||||
Outstanding balance | $ 915,597 | $ 915,597 | $ 940,597 | ||||
Colorado [Member] | Minimum [Member] | |||||||
Lease term | 3 years | ||||||
Colorado [Member] | Maximum [Member] | |||||||
Lease term | 5 years | ||||||
Employment Agreements [Member] | CEO [Member] | |||||||
Ownership percentage | 10.00% | 10.00% | |||||
Employment Agreements [Member] | Other Executives [Member] | |||||||
Ownership percentage | 2.00% | 2.00% | |||||
Employment Agreements [Member] | Ron Throgmartin | |||||||
Term | 5 years | ||||||
Accrued salary | $ 5,000 | ||||||
Diem fee | $ 500 | ||||||
Debt description | Company acknowledged it owed Mr. Throgmartin the amount of $517,252.06 in principal and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Corporation further acknowledged that it will pay Mr Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583.33 under certain condition, which the Company accrued in full as the date of Mr Throgmartin’s separation. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - shares | Aug. 11, 2020 | Aug. 05, 2020 | Aug. 17, 2020 | Jul. 30, 2020 | Jul. 27, 2020 | Jul. 21, 2020 |
Number of preferred stock converted | 20,000 | 15,000 | 20,000 | 20,000 | 20,000 | |
Number of common stock issued | 3,387,097 | 2,423,077 | 3,442,623 | 3,181,818 | 1,800,000 | |
Joseph Tomasek | ||||||
Number of shares issued for separation agreement | 2,000,000 |