Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-189731 | |
Entity Registrant Name | DIEGO PELLICER WORLDWIDE, INC. | |
Entity Central Index Key | 0001559172 | |
Entity Tax Identification Number | 33-1223037 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6160 Plumas Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Reno | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89519 | |
City Area Code | 516 | |
Local Phone Number | 900-3799 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 261,332,926 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 58,744 | $ 49,149 |
Accounts receivable | 748,724 | 598,667 |
Notes receivable, net of allowance of $82,781 and $0, respectively | 82,781 | 112,800 |
Total current assets | 890,249 | 760,616 |
Other receivables, net | 650,481 | 620,781 |
Security deposits | 90,000 | 90,000 |
Right of use assets | 1,079,031 | 1,269,113 |
Total assets | 2,709,761 | 2,740,510 |
Current liabilities: | ||
Accounts payable | 445,856 | 441,625 |
Accrued payable - related parties | 1,222,775 | 1,210,275 |
Accrued expenses | 1,308,922 | 1,144,521 |
Notes payable - related party | 140,958 | 140,958 |
Notes payable | 133,403 | 133,403 |
Convertible notes, net | 3,062,328 | 2,941,274 |
Derivative liabilities | 5,800,562 | 2,733,803 |
Lease liabilities | 413,993 | 386,488 |
Warrant liabilities | 411 | 438 |
Total current liabilities | 12,529,208 | 9,132,785 |
Notes payable - long term | 150,000 | 150,000 |
Lease liabilities, net of current portion | 669,494 | 882,976 |
Total liabilities | 13,348,702 | 10,165,761 |
Commitments and contingencies (See Note 9) | ||
Redeemable convertible preferred stock, Series C, par value $.00001 per share; 1,500,000 shares authorized, no shares issued and outstanding | ||
Deficiency in stockholders' equity: | ||
Preferred stock, Series A, par value $.0001 per share; 13,000,000 shares authorized, none issued and outstanding | ||
Common stock, par value $.000001 per share; 840,000,000 shares authorized, 261,332,926 and 257,261,121 shares issued and outstanding, respectively | 261 | 256 |
Additional paid-in capital | 44,717,436 | 44,681,028 |
Stock to be issued | 58,338 | 31,447 |
Accumulated deficit | (55,414,976) | (52,137,982) |
Total deficiency in stockholders' equity | (10,638,941) | (7,425,251) |
Total liabilities and deficiency in stockholders' equity | $ 2,709,761 | $ 2,740,510 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Notes Receivable Net of Allowance | $ 82,781 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 840,000,000 | 840,000,000 |
Common stock, shares outstanding | 261,332,926 | 257,261,121 |
Common stock, shares issued | 261,332,926 | 257,261,121 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 13,000,000 | 13,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Net rental revenue | $ 186,506 | $ 191,752 | $ 373,012 | $ 383,505 |
Rental expense | (148,389) | (159,028) | (296,791) | (318,055) |
Gross profit | 38,117 | 32,724 | 76,221 | 65,450 |
Operating expenses: | ||||
General and administrative expenses | 135,312 | 276,247 | 358,407 | 474,498 |
Selling expense | 4,471 | 7,928 | 12,936 | 17,809 |
Loss from operations | (101,666) | (251,451) | (295,122) | (426,857) |
Other income (expense) | ||||
Interest income | 14,864 | 27,668 | 34,443 | 54,580 |
Forgiveness of debt income | 56,908 | |||
Allowance for loss on notes receivable | (82,781) | (82,781) | ||
Interest expense | (318,051) | (174,041) | (814,503) | (383,583) |
Lease termination payments | 34,866 | 33,852 | 69,732 | 67,703 |
Extinguishment of debt | 44,344 | 44,344 | 389,550 | |
Change in derivative liabilities | 665,859 | 1,031,835 | (2,233,134) | 1,730,284 |
Change in value of warrants | 229 | 2,377 | 27 | (2,065) |
Total other income (loss), net | 359,330 | 921,691 | (2,981,872) | 1,913,377 |
Provision for taxes | ||||
Net income (loss) | 257,664 | 670,240 | (3,276,994) | 1,486,520 |
Deemed dividend on preferred stock | (43,934) | (1,049,760) | ||
Net income (loss) attributable to common stockholders | $ 257,664 | $ 626,306 | $ (3,276,994) | $ 436,760 |
Income (loss) per share - basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Income (loss) per share - diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average common shares outstanding - basic | 260,889,978 | 223,297,739 | 260,278,391 | 221,412,829 |
Weighted average common shares outstanding - diluted | 1,270,924,092 | 345,353,016 | 260,278,391 | 1,684,380,073 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Redeemable Convertible Preferred Stocks [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock to be Issued [Member] | Total |
Balance - March 31, 2021 at Dec. 31, 2020 | $ 216 | $ 44,554,119 | $ (55,110,000) | $ 49,225 | $ (10,506,440) | ||
Balance at ending, shares at Dec. 31, 2020 | 217,271,495 | ||||||
Issuance of common shares for services | 1,915 | 2,000 | 3,915 | ||||
Issuance of common shares for services - related parties | 24,843 | 24,843 | |||||
Net income | 816,280 | 816,280 | |||||
Issuance of common shares for services, shares | 30,000 | ||||||
Common stock issued upon conversion of notes payable and accrued interest | $ 5 | 705,630 | 705,635 | ||||
Common stock issued upon conversion of notes payable and accrued interest, shares | 5,026,413 | ||||||
Series C preferred stock issued for cash, net of costs and discounts | |||||||
Series C preferred stock issued for cash, net of costs and discounts in shares | 293,700 | ||||||
Accrued dividends and accretion of conversion feature on Series C preferred stock | $ 13,155 | (13,155) | (13,155) | ||||
Deemed dividends related to conversion feature of Series C preferred stock | (992,671) | (992,671) | |||||
Balance - June 30, 2021 at Mar. 31, 2021 | $ 13,155 | $ 221 | 45,261,664 | (55,299,546) | 76,068 | (9,961,593) | |
Balance at ending, shares at Mar. 31, 2021 | 293,700 | 222,327,908 | |||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 216 | 44,554,119 | (55,110,000) | 49,225 | (10,506,440) | ||
Balance at ending, shares at Dec. 31, 2020 | 217,271,495 | ||||||
Net income | 1,486,520 | ||||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 57,089 | $ 224 | 45,308,637 | (54,673,240) | 91,903 | (9,272,476) | |
Balance at ending, shares at Jun. 30, 2021 | 293,700 | 225,433,448 | |||||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 13,155 | $ 221 | 45,261,664 | (55,299,546) | 76,068 | (9,961,593) | |
Balance at ending, shares at Mar. 31, 2021 | 293,700 | 222,327,908 | |||||
Issuance of common shares for services | $ 1 | 15,999 | (14,000) | 2,000 | |||
Issuance of common shares for services - related parties | 2 | 30,974 | 29,835 | 60,811 | |||
Net income | 670,240 | 670,240 | |||||
Issuance of common shares for services related parties, shares | 1,967,714 | ||||||
Issuance of common shares for services, shares | 1,137,826 | ||||||
Accrued dividends and accretion of conversion feature on Series C preferred stock | 43,934 | (43,934) | (43,934) | ||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 57,089 | $ 224 | 45,308,637 | (54,673,240) | 91,903 | (9,272,476) | |
Balance at ending, shares at Jun. 30, 2021 | 293,700 | 225,433,448 | |||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 256 | 44,681,028 | (52,137,982) | $ 31,447 | (7,425,251) | ||
Balance at ending, shares at Dec. 31, 2021 | 257,261,121 | ||||||
Issuance of common shares for services | $ 2,000 | 2,000 | |||||
Issuance of common shares for services - related parties | 1 | 6,832 | (1,792) | 5,041 | |||
Issuance of common shares for finance cost | $ 4 | 29,576 | 29,580 | ||||
Issuance of common shares for finance cost in shares | 3,400,000 | ||||||
Net income | (3,534,658) | (3,534,658) | |||||
Balance - June 30, 2021 at Mar. 31, 2022 | $ 260 | 44,710,604 | (55,672,640) | $ 41,630 | (10,920,146) | ||
Balance at ending, shares at Mar. 31, 2022 | 261,332,926 | 260,661,121 | |||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 256 | 44,681,028 | (52,137,982) | $ 31,447 | (7,425,251) | ||
Balance at ending, shares at Dec. 31, 2021 | 257,261,121 | ||||||
Net income | (3,276,994) | ||||||
Balance - June 30, 2021 at Jun. 30, 2022 | 261 | 44,717,436 | (55,414,976) | $ 58,338 | (10,638,941) | ||
Balance - March 31, 2021 at Mar. 31, 2022 | $ 260 | 44,710,604 | (55,672,640) | $ 41,630 | (10,920,146) | ||
Balance at ending, shares at Mar. 31, 2022 | 261,332,926 | 260,661,121 | |||||
Issuance of common shares for services | $ 2,000 | 2,000 | |||||
Issuance of common shares for services - related parties | 8,183 | 8,183 | |||||
Issuance of common shares for finance cost | 16,500 | 16,500 | |||||
Net income | 257,664 | 257,664 | |||||
Issuance of common shares for services related parties, shares | 671,805 | ||||||
Balance - June 30, 2021 at Jun. 30, 2022 | $ 261 | $ 44,717,436 | $ (55,414,976) | $ 58,338 | $ (10,638,941) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (3,276,994) | $ 1,486,520 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Change in fair value of derivative liability | 2,233,134 | (1,730,284) |
Change in fair value of warrants | (27) | 2,065 |
Amortization of debt related costs | 149,092 | |
Noncash finance cost | 2,000 | |
Expense related to additional derivative liability | 495,899 | 212,861 |
Extinguishment of debt | (44,344) | (389,550) |
Allowance for loss on notes receivable | 82,781 | |
Stock-based compensation | 17,224 | 91,569 |
Forgiveness of debt | (56,908) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (150,057) | (19,361) |
Prepaid expenses | 11,275 | |
Other receivables | (29,700) | 439,341 |
Accounts payable | 4,231 | (25,065) |
Accrued liability - related parties | 12,500 | (124,704) |
Accrued expenses | 164,401 | 82,280 |
Lease liabilities | 4,105 | 12,850 |
Cash used in operating activities | (337,755) | (5,111) |
Cash flows from financing activities: | ||
Notes receivable | (120,000) | |
Repayments of notes receivable | 67,238 | |
Proceeds from convertible notes payable | 465,000 | |
Repayments of convertible notes payable, net | (64,888) | (200,000) |
Proceeds from sale of preferred stock, net | 267,000 | |
Cash provided by financing activities | 347,350 | 67,000 |
Net increase in cash | 9,595 | 61,889 |
Cash, beginning of period | 49,149 | 327,864 |
Cash, end of period | 58,744 | 389,753 |
Cash paid for interest | 5,112 | 70,000 |
Cash paid for taxes | ||
Supplemental schedule of noncash financial activities: | ||
Notes converted to stock | 100,000 | |
Derivative liability related to convertible notes and convertible Preferred C shares | 699,488 | 1,259,672 |
Accrued interest converted to stock | 6,256 | |
Value of common stock issued for conversion of notes and accrued interest | 705,635 | |
Value of derivative liability extinguished upon conversion of notes and preferred stock and payment of notes | 81,194 | 963,539 |
Debt discount extinguished upon payment of notes | 36,850 | |
Debt discount attributable to convertible notes and preferred stock | 495,000 | 267,000 |
Accrued interest extinguished with note payment | 25,390 | |
Common stock payable authorized for services | 26,843 | |
Accrued dividends and accretion of conversion feature on Series C preferred stock | 57,089 | |
Deemed dividends related to conversion feature of Series C preferred stock | $ 992,671 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2022 | |
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. 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 2022 and 2021 are as follows: Purpose Size City State Retail store (recreational and medical) 3,300 sq. Denver CO Cultivation warehouse 14,800 sq. Denver CO The Company’s two properties in Denver, CO are leased to Royal Asset Management, LLC (“RAM”). RAM opened the Diego Denver branded flagship store in February 2017. This store is known as “Diego Colorado”. The retail facilities have shown steady growth in sales since opening. For the two properties subleased, RAM uses these properties for its cultivation facilities in Denver, CO. Production at these facilities began in late 2016. On July 27, 2021, the Company filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the District Court, City and County of Denver, State of Colorado, alleging breach of contract on four subleases for which RAM has failed to make the required payments to the Company pursuant to the respective sublease agreements (see Note 4). In August 2021, the master lease and sublease associated with the 14,800 625,000 650,000 |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 6 Months Ended |
Jun. 30, 2022 | |
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 for 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 of operations and that 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 unaudited condensed 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, 2021, has been derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 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, 2021 as filed with the SEC. In 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 three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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 U.S. 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 4), 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 and notes 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 and 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. Accounts Receivable Accounts receivable consist of rents receivable from the Company’s sublessee as disclosed in Note 4. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have not recorded an allowance for doubtful accounts as of June 30, 2022 and December 31, 2021. 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, 2022 and December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash, receivables, notes receivable, payables and notes payable 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, 2022 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 5,801 $ 5,801 Stock warrant liabilities — — — — Total $ — $ — $ 5,801 $ 5,801 As of December 31, 2021 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 2,734 $ 2,734 Stock warrant Liabilities — — 1 1 Total $ — $ — $ 2,735 $ 2,735 Derivative liabilities and stock warrant liabilities were valued using the Binomial Option Pricing Model in calculating the embedded conversion features for the three and six months ended June 30, 2022 and the year ended December 31, 2021. 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 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, the Company records the cost to construct the tenant improvements as a capital asset. In addition, the Company 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, the Company 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, we record 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 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. Leases We have elected the practical expedient provided by ASC 842 that allows lessees to choose to not separate lease and non-lease components by class of underlying asset and are applying this expedient to all relevant asset classes. We have also elected the practical expedient package to not reassess at adoption (i) expired or existing contracts for whether they are or contain a lease, (ii) the lease classification of any existing leases or (iii) initial indirect costs for existing leases. Advertising Advertising expense was $ 4,471 7,928 12,936 17,809 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 common 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. 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 1,385,640,469 231,135,631 840,000,000 806,973,395 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 and, 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. Recent accounting pronouncements The Company believes recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
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 $ 11,638,959 55,414,976 The Company believes that it has sufficient cash on hand and cash generated by real estate leases to sustain operations provided that management and board members continue to agree to be paid company stock in exchange for accrued compensation. There are other future noncash charges in connection with financings 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. |
Accounts Receivables and Other
Accounts Receivables and Other Receivables | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Receivables And Other Receivables | |
Accounts Receivables and Other Receivables | Note 4 – Accounts Receivables and Other Receivables As disclosed in Note 1, the Company subleases two properties in Colorado to Royal Asset Management at June 30, 2022. At June 30, 2022 and December 31, 2021, the Company had outstanding receivables from the subleases totaling $ 748,724 598,667 In addition to the receivables from the subleases, the Company has agreed to provide RAM and affiliates of RAM up to an aggregate amount of $ 1,030,000 12 18 650,481 620,781 320,481 290,781 400,000 14,850 27,579 29,700 54,429 400,000 93,770 On September 9, 2020, we closed on a Membership Interest Purchase Agreement dated September 4, 2020, and obtained the right to acquire a 15.13% membership interest in Blue Bronco, LLC. The purchase of the 15.13% interest in Blue Bronco LLC is subject to the approval of the Colorado Marijuana Enforcement Division. Necessary approval by governing authorities is expected to be received in the third or fourth quarter of 2022 pending the resolution of a lawsuit between the RAM and other parties related to the transaction. Accrued interest receivable of approximately $ 68,000 Lease Termination On October 1, 2020, the master and sublease associated with the 18,600 1,418,480 64,344 We have recorded the promissory notes as long term notes receivable of $ 1,482,824 Additionally, in connection with the termination of the sublease, RAM will continue to pay the remaining future sublease premium payments due to the company on the Denver sublease (the “Future Rent Debt”) beginning on the termination date, and until the earlier of the Maturity Date or June 30, 2024, notwithstanding the termination of the Subleases. However, no payment under the Future Rent Debt agreement will be due to the Company until the Maturity Date, at which time the entire Future Rent Debt shall be due and payable in full, except for any month in which RAM earns $725,000 of gross sales revenue, including taxes, at its Alameda location, in which case RAM shall pay the Future Rent Debt for the following month to the Company on or before the 5th day of the following month, and such amount will not accrue as a Future Rent Debt. RAM shall continue to accrue debt to the company, assessed on the first day of each month, according to the schedule below: Monthly Payments Accrued October 1, 2020 to June 30, 2021 $ 11,284 July 1, 2021 to June 30, 2022 11,622 July 1, 2022 to June 30, 2023 11,971 July 1, 2023 to June 30, 2024 12,330 We will record income pursuant to the Future Rent Debt as payments are received based on the Company’s analysis of collectability including, but not limited to, the potential application toward the purchase price. We have recorded $ 34,866 33,852 69,732 67,703 Notes Receivable During 2022 and 2021, the Company entered into four promissory notes with an unrelated party, aggregating $ 244,000 8.33 67,238 82,781 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions As of June 30, 2022 and December 31, 2021, the Company has accrued compensation to its CEO and director and to its CFO aggregating $ 305,789 263,289 916,986 946,986 180,000 5,041 60,811 13,224 85,654 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 accrued interest at 17% - 18% per annum, and required monthly payments of approximately $5,000 to $20,000. These notes were personally guaranteed by the managing member of Royal Asset Management, and were secured by certain equipment and other tangible properties of Royal Asset Management. Among these notes, $500,000 was also secured by the medical marijuana licenses held by Royal Asset Management. As of October 20, 2021 these notes were fully paid by Royal Asset Management and the security was released. At June 30, 2022 and December 31, 2021, the Company owed Mr. Throgmartin, former CEO (See Note 9), $ 140,958 8 140,958 66,269 60,677 The Company leases its office space from an entity controlled by its CEO. The lease may be terminated by either party with 30 days’ notice. Rent expense pursuant to the lease was $ 4,500 9,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable On August 31, 2015, the Company issued a note in the amount of $ 126,000 October 31, 2018 133,403 80,079 76,772 On April 22, 2020, the Company was granted a loan from Numerica Credit Union, in the aggregate amount of $ 56,444 1.0 56,908 On June 30, 2020, the Company was granted a loan from the Small Business Association, in the aggregate amount of $ 150,000 3.75 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable The Company has issued several convertible notes which are outstanding. The note holders 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 features were recognized as embedded derivatives and are valued using a Binomial Option Pricing Model that resulted in a derivative liability of $ 5,800,562 2,733,803 8 10 Several convertible note holders elected to convert their notes to stock during the six months ended June 30, 2021. The tables below provide the note payable activity for the six months ended June 30, 2022 and 2021, 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, 2022 and 2021: Convertible Discount Convertible Derivative Balance, December 31, 2021 $ 2,941,274 $ — $ 2,941,274 $ 2,733,803 Issuance of convertible notes 495,000 495,000 — 914,819 Conversion of convertible notes — — — — Repayment of convertible notes (64,888 ) (36,850 ) (28,038 ) (81,194 ) Change in fair value of derivatives — — — 2,233,134 Amortization — (149,092 ) 149,092 — Balance June 30, 2022 $ 3,371,386 $ 309,058 $ 3,062,328 $ 5,800,562 Convertible Discount Convertible Derivative Balance, December 31, 2020 $ 3,239,274 $ — $ 3,239,274 $ 5,997,865 Issuance of convertible notes 2,000 — 2,000 200,147 Conversion of convertible notes (100,000 ) — (100,000 ) (661,087 ) Repayment of convertible notes (200,000 ) — (200,000 ) (302,452 ) Change in fair value of derivatives — — — (865,710 ) Amortization — — — — Balance June 30, 2021 $ 2,941,274 $ — $ 2,941,274 $ 4,368,763 During the six months ended June 30, 2022, the Company entered into three convertible promissory notes with an investor in the aggregate amount of $ 495,000 465,000 65 3,400,000 29,580 2,500,000 16,500 699,488 418,920 280,568 495,000 91,681 149,092 As of June 30, 2022, convertible notes in the aggregate principal amount of $ 2,941,274 During the six months ended June 30, 2022, we repaid an aggregate of $ 64,888 5,112 44,344 81,194 36,850 During the six months ended June 30, 2021, $ 100,000 4,444,444 697,779 59,999 657,778 During the six months ended June 30, 2021, $ 6,256 581,969 7,856 1,709 3,309 During the six months ended June 30, 2021, we repaid an aggregate of $ 200,000 177,116 177,116 During the six months ended June 30, 2021, we paid an aggregate of $ 70,000 95,390 150,726 125,336 During the six months ended June 30, 2021, we recorded noncash additions to convertible notes aggregating $ 2,000 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, 2022 and 2021: June 30, 2022 June 30, 2021 Risk-free interest rates 0.52 2.8 % 0.02 0.09 % Expected life (years) 0.25 1.0 0.25 Expected dividends 0 % 0 % Expected volatility 133 196 % 154 544 % |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8 – Stockholders’ Equity (Deficit) Series C Preferred Stock On February 24, 2021, the Company sold 179,850 8 163,500 25 1,208,971 113,850 103,500 165,142 293,700 11,748 26,159,396 The table below provides the preferred stock activity for the six months ended June 30, 2021 (there was no preferred stock activity during the six months ended June 30, 2022), and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using Level 3 fair value inputs for the six months ended June 30, 2021. Preferred Stock and Accrued Dividends Discount Preferred Stock and Accrued Dividends, Net of Discount Derivative Liabilities Balance , December 31, 2020 $ — — — — Issuance of Series C Preferred shares 293,700 293,700 — 1,259,672 Accretion of discount — (47,574 ) 47,574 — Accretion of dividend on Series C preferred stock 9,515 — 9,515 12,714 Change in fair value of derivatives — — — (864,574 ) Balance June 30, 2021 $ 303,215 $ 246,126 $ 57,089 $ 407,812 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, 2021: 2021 Risk-free interest rates 0.12 0.25 % Expected life (years) 1.7 2.0 Expected dividends 0 % Expected volatility 188 196 % Common Stock 2022 Transactions During the six months ended June 30, 2022, we issued 3,400,000 29,580 During the six months ended June 30, 2022, 463,637 13,224 671,805 6,833 386,364 594,532 9,977 3,586 During the six ended June 30, 2022, 482,163 4,000 977,279 495,116 10,000 6,000 During the six ended June 30, 2022, 2,500,000 16,500 2,500,000 0 16,500 0 At June 30, 2022 and December 31, 2021, shares to be issued for debt conversions were 31,960 21,861 2021 Transactions During the six months ended June 30, 2021, $ 100,000 6,256 5,026,413 705,635 During the six months ended June 30, 2021, 2,931,647 85,654 1,967,714 30,976 2,695,620 1,731,687 68,042 13,364 During the six months ended June 30, 2021, 87,252 4,000 1,137,553 16,000 55,556 1,105,857 2,000 14,000 At June 30, 2021 and December 31, 2020, shares to be issued for debt conversions were 31,960 21,861 During the six months ended June 30, 2021, we issued 30,000 1,915 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, 2022 and 2021: Six Months ended June 30, 2022 2021 Balance at beginning of period $ 438 $ 476 Additions to derivative instruments — — Loss (gain) on change in fair value of derivative liability (27 ) 2,065 Balance at end of period $ 411 $ 2,541 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, 2022 and 2021: Schedule of assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities June 30, 2022 June 30, 2021 Annual dividend yield 0 % 0 % Expected life (years) 0.50 5.13 1.5 5.88 Risk-free interest rate 1.35 3.01 % 0.16 1.16 % Expected volatility 136 217 % 195 243 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 9 – 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. In August 2021, the master lease and sublease associated with the 14,800 sq. cultivation warehouse were extended through July 31, 2024. 20,000 21,118 26,300 28,622 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, 2022 was 12 2.42 As of June 30, 2022, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases 2022 (Six months) $ 258 2023 520 2024 419 2025 45 Total 1,242 Less: amount representing interest (159 ) Present value of future minimum lease payments 1,083 Less: current obligations under leases 414 Long-term lease obligations $ 669 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, 2022 2021 Operating lease costs $ 190,082 $ 225,713 Variable rent costs 106,709 92,342 Total rent expense $ 296,791 $ 318,055 As of June 30, 2022, the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands): 2022 (Six months) $ 200 2023 443 2024 395 2025 45 Total $ 1,083 Other information related to leases is as follows: Six Months ended June 30, 2022 Six Months ended June 30, 2021 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185,978 $ 212,863 Weighted-average remaining lease term - operating leases 2.42 yr 3.47 yr Weighted-average discount rate - operating leases 12 % 12 % The Company recognized sublease income of $ 186,506 191,752 373,012 383,505 These two leases have 2.1 year and 2.7 year terms with optional extensions, expiration dates range from July 2024 to February 2025, and monthly base rent of approximately $20,000-$22,500 plus variable NNN. As of June 30, 2022, the maturities of expected base sublease income are as follows (in thousands): Operating Leases 2022 (Six months) $ 343 2023 693 2024 555 2025 59 Total $ 1,650 Legal Proceedings On May 10, 2021, a lawsuit was filed against the Company, along with other defendants, by plaintiff Erin Turoff in the District Court, City and County of Denver, State of Colorado. The specific allegations against the Company include civil theft and civil conspiracy and the plaintiff is seeking actual and compensatory damages. No specific monetary amount was demanded in the lawsuit. On July 8, 2021, the Company filed an answer to the complaint, denying the allegations. The proceedings are ongoing and the Company believes that the suit is without merit and that it will ultimately prevail in any litigation. On July 27, 2021, the Company filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the District Court, City and County of Denver, State of Colorado, alleging breach of contract on subleases for which RAM has failed to make the required payments to the Company pursuant to the respective sublease agreements. The alleged damages under the sublease terms and other ancillary agreements amount to $1,480,881, $377,568, $1,027,635, and $1,418,480, respectively. In addition, the lawsuit alleges that RAM failed to make payments pursuant to a promissory note (the “Note”) in which the Company and RAM entered into on April 3, 2018. The Note was for the principal amount of $330,000 with interest at 18% per annum. The Note had a maturity date of April 2, 2019. The lawsuit seeks payment from RAM and Demers for the total balance due on the Note of $330,000 plus the interest due therein. Equity Purchase Agreement On February 8, 2022, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”), with Hemp Choice Distribution, LLC, a Colorado limited liability company (“HCD”), its owners (the “Sellers”), and Gabriela Vergara (the “Sellers’ Representative”), pursuant to which Purchaser has agreed to acquire all of the issued and outstanding equity interests of HCD (“Membership Interests”). On April 22, 2022, the Company sent a termination notice of the Purchase Agreement to HCD, the Sellers and the Sellers' Representative pursuant to the terms of the Purchase Agreement. The Company has made loans to HCD in the aggregate original amount of $244,000, as described in Note 4. The balance due to the Company on the loans is $165,561 at June 30, 2022. Payments on the notes are in arrears at June 30, 2022, and we have recorded an allowance for uncollectable notes receivables of $82,781 at June 30, 2022. COVID-19 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 2022. 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 2022. Employment Agreements As a condition of their employment, the Board of Directors approved employment agreements with three key executives. These agreements provided that additional shares will be granted each year over the term of the agreements should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. Nello Gonfiantini 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 2 13,000 463,637 86,000 2,931,647 9,977 3,586 386,364 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. During the six months ended June 30, 2022 and 2021, $ 0 26,904 126,389 On October 29, 2019, the Company accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr. Throgmartin signed a 5 Company acknowledged it owed Mr. Throgmartin the amount of $517,252 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 under certain conditions, which the Company accrued in full as the date of Mr. Throgmartin’s separation. 5,000 500 30,000 30,000 790,597 820,597 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – 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. During the period from July 1, 2022 through August 12, 2022 : On July 29, 2022 the Company entered into a securities purchase agreement with an investor pursuant to which the investor purchased a promissory note (the “Note”) from the Company in the aggregate principal amount of $ 165,000 160,000 The maturity date of the Note is July 29, 2023 (the “Maturity Date”). The Note shall bear interest at a rate of 8% per annum. Principal payments shall be made in ten (10) installments each in the amount of US$17,800 commencing on the ninetieth (90th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten months. In the event of a default, the investor has the option to convert all or any amount of the principal face amount of the Note at the then-applicable conversion price. The conversion price for the Note shall be equal to the Variable Conversion Price (as defined herein). The “Variable Conversion Price” shall mean 65 35 4.99 Pursuant to the terms of the Purchase Agreement, the Company paid the investor’s legal fees in the aggregate amount of $ 5,000 5,000 4,500,000 |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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, 2021, has been derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 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, 2021 as filed with the SEC. In 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 three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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 U.S. 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 4), 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 and notes 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 and 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. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of rents receivable from the Company’s sublessee as disclosed in Note 4. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have not recorded an allowance for doubtful accounts as of June 30, 2022 and December 31, 2021. |
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, 2022 and December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash, receivables, notes receivable, payables and notes payable 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, 2022 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 5,801 $ 5,801 Stock warrant liabilities — — — — Total $ — $ — $ 5,801 $ 5,801 As of December 31, 2021 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 2,734 $ 2,734 Stock warrant Liabilities — — 1 1 Total $ — $ — $ 2,735 $ 2,735 Derivative liabilities and stock warrant liabilities were valued using the Binomial Option Pricing Model in calculating the embedded conversion features for the three and six months ended June 30, 2022 and the year ended December 31, 2021. |
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 |
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, the Company records the cost to construct the tenant improvements as a capital asset. In addition, the Company 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, the Company 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, we record 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 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. |
Leases | Leases We have elected the practical expedient provided by ASC 842 that allows lessees to choose to not separate lease and non-lease components by class of underlying asset and are applying this expedient to all relevant asset classes. We have also elected the practical expedient package to not reassess at adoption (i) expired or existing contracts for whether they are or contain a lease, (ii) the lease classification of any existing leases or (iii) initial indirect costs for existing leases. |
Advertising | Advertising Advertising expense was $ 4,471 7,928 12,936 17,809 |
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 common 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. |
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 1,385,640,469 231,135,631 840,000,000 806,973,395 |
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 and, 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. |
Recent accounting pronouncements | Recent accounting pronouncements The Company believes recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
Organization and Operations (Ta
Organization and Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The properties generating rents in 2022 and 2021 are as follows: | The properties generating rents in 2022 and 2021 are as follows: Purpose Size City State Retail store (recreational and medical) 3,300 sq. Denver CO Cultivation warehouse 14,800 sq. Denver CO |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands) | The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands) As of June 30, 2022 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 5,801 $ 5,801 Stock warrant liabilities — — — — Total $ — $ — $ 5,801 $ 5,801 As of December 31, 2021 Fair Value Measurement Using Level 1 Level 2 Level 3 Total Derivative Liabilities $ — $ — $ 2,734 $ 2,734 Stock warrant Liabilities — — 1 1 Total $ — $ — $ 2,735 $ 2,735 |
Accounts Receivables and Othe_2
Accounts Receivables and Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Receivables And Other Receivables | |
RAM shall continue to accrue debt to the company, assessed on the first day of each month, according to the schedule below: | Additionally, in connection with the termination of the sublease, RAM will continue to pay the remaining future sublease premium payments due to the company on the Denver sublease (the “Future Rent Debt”) beginning on the termination date, and until the earlier of the Maturity Date or June 30, 2024, notwithstanding the termination of the Subleases. However, no payment under the Future Rent Debt agreement will be due to the Company until the Maturity Date, at which time the entire Future Rent Debt shall be due and payable in full, except for any month in which RAM earns $725,000 of gross sales revenue, including taxes, at its Alameda location, in which case RAM shall pay the Future Rent Debt for the following month to the Company on or before the 5th day of the following month, and such amount will not accrue as a Future Rent Debt. RAM shall continue to accrue debt to the company, assessed on the first day of each month, according to the schedule below: Monthly Payments Accrued October 1, 2020 to June 30, 2021 $ 11,284 July 1, 2021 to June 30, 2022 11,622 July 1, 2022 to June 30, 2023 11,971 July 1, 2023 to June 30, 2024 12,330 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable | |
Several convertible note holders elected to convert their notes to stock during the six months ended June 30, 2021. The tables below provide the note payable activity for the six months ended June 30, 2022 and 2021, 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, 2022 and 2021: | Several convertible note holders elected to convert their notes to stock during the six months ended June 30, 2021. The tables below provide the note payable activity for the six months ended June 30, 2022 and 2021, 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, 2022 and 2021: Convertible Discount Convertible Derivative Balance, December 31, 2021 $ 2,941,274 $ — $ 2,941,274 $ 2,733,803 Issuance of convertible notes 495,000 495,000 — 914,819 Conversion of convertible notes — — — — Repayment of convertible notes (64,888 ) (36,850 ) (28,038 ) (81,194 ) Change in fair value of derivatives — — — 2,233,134 Amortization — (149,092 ) 149,092 — Balance June 30, 2022 $ 3,371,386 $ 309,058 $ 3,062,328 $ 5,800,562 Convertible Discount Convertible Derivative Balance, December 31, 2020 $ 3,239,274 $ — $ 3,239,274 $ 5,997,865 Issuance of convertible notes 2,000 — 2,000 200,147 Conversion of convertible notes (100,000 ) — (100,000 ) (661,087 ) Repayment of convertible notes (200,000 ) — (200,000 ) (302,452 ) Change in fair value of derivatives — — — (865,710 ) Amortization — — — — Balance June 30, 2021 $ 2,941,274 $ — $ 2,941,274 $ 4,368,763 |
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, 2022 and 2021: | 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, 2022 and 2021: June 30, 2022 June 30, 2021 Risk-free interest rates 0.52 2.8 % 0.02 0.09 % Expected life (years) 0.25 1.0 0.25 Expected dividends 0 % 0 % Expected volatility 133 196 % 154 544 % |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
The table below provides the preferred stock activity for the six months ended June 30, 2021 (there was no preferred stock activity during the six months ended June 30, 2022), and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using Level 3 fair value inputs for the six months ended June 30, 2021. | The table below provides the preferred stock activity for the six months ended June 30, 2021 (there was no preferred stock activity during the six months ended June 30, 2022), and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using Level 3 fair value inputs for the six months ended June 30, 2021. Preferred Stock and Accrued Dividends Discount Preferred Stock and Accrued Dividends, Net of Discount Derivative Liabilities Balance , December 31, 2020 $ — — — — Issuance of Series C Preferred shares 293,700 293,700 — 1,259,672 Accretion of discount — (47,574 ) 47,574 — Accretion of dividend on Series C preferred stock 9,515 — 9,515 12,714 Change in fair value of derivatives — — — (864,574 ) Balance June 30, 2021 $ 303,215 $ 246,126 $ 57,089 $ 407,812 |
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, 2021: | 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, 2021: 2021 Risk-free interest rates 0.12 0.25 % Expected life (years) 1.7 2.0 Expected dividends 0 % Expected volatility 188 196 % |
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, 2022 and 2021: | 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, 2022 and 2021: Six Months ended June 30, 2022 2021 Balance at beginning of period $ 438 $ 476 Additions to derivative instruments — — Loss (gain) on change in fair value of derivative liability (27 ) 2,065 Balance at end of period $ 411 $ 2,541 |
Schedule of assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities | 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, 2022 and 2021: Schedule of assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities June 30, 2022 June 30, 2021 Annual dividend yield 0 % 0 % Expected life (years) 0.50 5.13 1.5 5.88 Risk-free interest rate 1.35 3.01 % 0.16 1.16 % Expected volatility 136 217 % 195 243 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
As of June 30, 2022, the maturities of operating leases liabilities are as follows (in thousands): | As of June 30, 2022, the maturities of operating leases liabilities are as follows (in thousands): Operating Leases 2022 (Six months) $ 258 2023 520 2024 419 2025 45 Total 1,242 Less: amount representing interest (159 ) Present value of future minimum lease payments 1,083 Less: current obligations under leases 414 Long-term lease obligations $ 669 |
Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: | 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, 2022 2021 Operating lease costs $ 190,082 $ 225,713 Variable rent costs 106,709 92,342 Total rent expense $ 296,791 $ 318,055 |
the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands): | As of June 30, 2022, the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands): 2022 (Six months) $ 200 2023 443 2024 395 2025 45 Total $ 1,083 |
Other information related to leases is as follows: | Other information related to leases is as follows: Six Months ended June 30, 2022 Six Months ended June 30, 2021 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185,978 $ 212,863 Weighted-average remaining lease term - operating leases 2.42 yr 3.47 yr Weighted-average discount rate - operating leases 12 % 12 % |
As of June 30, 2022, the maturities of expected base sublease income are as follows (in thousands): | As of June 30, 2022, the maturities of expected base sublease income are as follows (in thousands): Operating Leases 2022 (Six months) $ 343 2023 693 2024 555 2025 59 Total $ 1,650 |
The properties generating rents
The properties generating rents in 2022 and 2021 are as follows: (Details) | 6 Months Ended |
Jun. 30, 2022 ft² | |
City | 516 |
State | DE |
Retail Store Recreational and Medical [Member] | |
Area | 3,300 |
City | Denver |
State | CO |
Cultivation Warehouse [Member] | |
Area | 14,800 |
City | Denver |
State | CO |
Organization and Operations (De
Organization and Operations (Details Narrative) | Jun. 06, 2022 USD ($) | Aug. 31, 2021 ft² |
Colorado Marijuana Enforcement Division [Member] | Minimum [Member] | ||
Amount receivable | $ 625,000 | |
Colorado Marijuana Enforcement Division [Member] | Maximum [Member] | ||
Amount receivable | $ 650,000 | |
Cultivation Warehouse1 [Member] | ||
Area | ft² | 14,800 |
The following table reflects as
The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands) (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | $ 5,801 | $ 2,734 |
Stock warrant Liabilities | 1 | |
Total | 5,801 | 2,735 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Stock warrant Liabilities | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | ||
Stock warrant Liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative Liabilities | 5,801 | 2,734 |
Stock warrant Liabilities | 1 | |
Total | $ 5,801 | $ 2,735 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Advertising Expense | $ 4,471 | $ 7,928 | $ 12,936 | $ 17,809 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,385,640,469 | 231,135,631 | |||
Shares authorized | 840,000,000 | 840,000,000 | 840,000,000 | ||
Insufficient shares | 806,973,395 | 806,973,395 | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ 11,638,959 | |
Retained Earnings (Accumulated Deficit) | $ 55,414,976 | $ 52,137,982 |
RAM shall continue to accrue de
RAM shall continue to accrue debt to the company, assessed on the first day of each month, according to the schedule below: (Details) | Jun. 30, 2022 USD ($) |
Accounts Receivables And Other Receivables | |
October 1, 2020 to June 30, 2021 | $ 11,284 |
July 1, 2021 to June 30, 2022 | 11,622 |
July 1, 2022 to June 30, 2023 | 11,971 |
July 1, 2023 to June 30, 2024 | $ 12,330 |
Accounts Receivables and Othe_3
Accounts Receivables and Other Receivables (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) | Oct. 01, 2020 USD ($) ft² | Sep. 09, 2020 USD ($) | |
Receivables From Subleases | $ 748,724 | $ 748,724 | $ 598,667 | |||||
Financing Receivable, after Allowance for Credit Loss | 1,030,000 | 1,030,000 | ||||||
Oustanding Balance of Financing Receivable, after Allowance for Credit Loss | 650,481 | 650,481 | 620,781 | |||||
Interest receivable | 320,481 | 320,481 | 290,781 | $ 93,770 | ||||
Receivables Guaranteed | 400,000 | 400,000 | ||||||
Interest Income (Expense), Net | 14,850 | $ 27,579 | 29,700 | $ 54,429 | ||||
Debt Instrument face amount | $ 400,000 | |||||||
Long term notes receivable | 1,482,824 | 1,482,824 | $ 1,482,824 | |||||
Lease Termination Payments in the Statement of Operations | $ 34,866 | $ 33,852 | $ 69,732 | $ 67,703 | ||||
Notes Receivable [Member] | ||||||||
Debt instrument interest rate | 8.33% | |||||||
Payment to acquire promissory notes | $ 244,000 | |||||||
Cash inflow | 67,238 | |||||||
Allowance for uncollectable notes receivables | $ 82,781 | |||||||
R A M [Member] | ||||||||
Deferred Rent Credit | $ 1,418,480 | |||||||
V P C [Member] | ||||||||
Deferred Rent Credit | $ 64,344 | |||||||
Cultivation Warehouse1 [Member] | ||||||||
Area Terminated | ft² | 18,600 | |||||||
Membership Purchase Agreements [Member] | ||||||||
Interest receivable | $ 68,000 | |||||||
Minimum [Member] | ||||||||
Debt instrument interest rate | 12% | |||||||
Maximum [Member] | ||||||||
Debt instrument interest rate | 18% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||
Accrued Liabilities Related Parties Current | $ 305,789 | $ 305,789 | $ 263,289 | |||
Accrued Liabilities | 916,986 | 916,986 | 946,986 | |||
Cash Based Compensation Related Parties | 180,000 | $ 180,000 | ||||
Stock Based Compensation Related Parties | 5,041 | $ 60,811 | $ 13,224 | 85,654 | ||
Related Party Transaction, Description of Transaction | 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 accrued interest at 17% - 18% per annum, and required monthly payments of approximately $5,000 to $20,000. These notes were personally guaranteed by the managing member of Royal Asset Management, and were secured by certain equipment and other tangible properties of Royal Asset Management. Among these notes, $500,000 was also secured by the medical marijuana licenses held by Royal Asset Management. As of October 20, 2021 these notes were fully paid by Royal Asset Management and the security was released. | |||||
Debt Instrument, Face Amount | $ 400,000 | |||||
Related party note | 140,958 | $ 140,958 | 140,958 | |||
Interest Payable | 80,079 | 80,079 | 76,772 | |||
Rent expense | 148,389 | 159,028 | 296,791 | 318,055 | ||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense | 4,500 | $ 4,500 | 9,000 | $ 9,000 | ||
Mr Throgmartin [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 140,958 | $ 140,958 | 140,958 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | ||||
Interest Payable | $ 66,269 | $ 66,269 | $ 60,677 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2015 | Jun. 30, 2020 | Apr. 22, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 400,000 | |||||
Notes Payable, Current | $ 133,403 | $ 133,403 | ||||
Interest Payable | 80,079 | $ 76,772 | ||||
Forgiveness of Debt Income | $ 56,908 | |||||
Numerica Credit Union [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from Loans | $ 56,444 | |||||
Interest rate | 1% | |||||
Small Business Association [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from Loans | $ 150,000 | |||||
Interest rate | 3.75% | |||||
Third Parties [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 126,000 | |||||
Debt Instrument, Maturity Date | Oct. 31, 2018 |
Several convertible note holder
Several convertible note holders elected to convert their notes to stock during the six months ended June 30, 2021. The tables below provide the note payable activity for the six months ended June 30, 2022 and 2021, and also a reconciliation of the beginn (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Issuance of convertible notes | $ 465,000 | ||
Conversion of convertible notes | $ (293,700) | ||
Repayment of convertible notes | (64,888) | (200,000) | |
Change in fair value of derivatives | 81,194 | ||
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | 2,941,274 | 3,239,274 | 3,239,274 |
Issuance of convertible notes | 495,000 | 2,000 | |
Conversion of convertible notes | (100,000) | ||
Repayment of convertible notes | (64,888) | (200,000) | |
Change in fair value of derivatives | |||
Amortization | |||
Balance June 30, 2021 | 3,371,386 | 2,941,274 | 2,941,274 |
Discount [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | |||
Issuance of convertible notes | 495,000 | ||
Conversion of convertible notes | |||
Repayment of convertible notes | (36,850) | ||
Change in fair value of derivatives | |||
Amortization | (149,092) | ||
Balance June 30, 2021 | 309,058 | ||
Convertible Note Net of Discount [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | 2,941,274 | 3,239,274 | 3,239,274 |
Issuance of convertible notes | 2,000 | ||
Conversion of convertible notes | (100,000) | ||
Repayment of convertible notes | (28,038) | (200,000) | |
Change in fair value of derivatives | |||
Amortization | 149,092 | ||
Balance June 30, 2021 | 3,062,328 | 2,941,274 | 2,941,274 |
Derivative Liabilities [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | 2,733,803 | 5,997,865 | 5,997,865 |
Issuance of convertible notes | 914,819 | 200,147 | |
Conversion of convertible notes | (661,087) | ||
Repayment of convertible notes | (81,194) | (302,452) | |
Change in fair value of derivatives | 2,233,134 | (865,710) | |
Amortization | |||
Balance June 30, 2021 | $ 5,800,562 | $ 4,368,763 | $ 2,733,803 |
The following assumptions were
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, 2022 and 2021: (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Risk Free Interest Rates [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Rate | 0.52% | 0.02% |
Risk Free Interest Rates [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Rate | 2.80% | 0.09% |
Expected Life [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Term | 2 months 30 days | |
Expected Life [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Term | 2 months 30 days | |
Expected Life [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Term | 1 year | |
Expected Dividends [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Rate | 0% | 0% |
Expected Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Volatility | 133% | 154% |
Expected Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions Volatility | 196% | 544% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Derivative Liability, Noncurrent | $ 5,800,562 | $ 5,800,562 | $ 2,733,803 | |
Aggregate amount | 495,000 | 495,000 | ||
Proceeds from convertiable notes | $ 465,000 | $ 465,000 | ||
Common stock at a conversion percentage | 65% | |||
common stock issued (in shares) | 261,332,926 | 261,332,926 | 257,261,121 | |
Common Stock Value | $ 261 | $ 261 | $ 256 | |
Promissory notes derivative liability | 699,488 | 699,488 | ||
Derivative liability debt discount | 418,920 | 418,920 | ||
Derivative liability expensed | 280,568 | 280,568 | ||
Total debt discount | 495,000 | 495,000 | ||
amortized of debt discount | 91,681 | 149,092 | ||
Convertible notes principal amount | $ 2,941,274 | 2,941,274 | ||
Repayments of Debt | 64,888 | |||
Accrued interest | 5,112 | |||
Gain (Loss) on extinguishment of debt | 44,344 | $ 389,550 | ||
Reduction of derivative liabilities | 81,194 | |||
Reduction ofDiscount | 36,850 | |||
Debt Conversion, Converted Instrument, Amount | $ 293,700 | |||
Noncash finance cost | 2,000 | |||
Convertible Debt [Member] | ||||
common stock issued (in shares) | 3,400,000 | 3,400,000 | ||
Reduction of derivative liabilities | ||||
Debt Conversion, Converted Instrument, Amount | 100,000 | |||
Convertible Debt One [Member] | ||||
common stock issued (in shares) | 2,500,000 | 2,500,000 | ||
Common Stock Value | $ 16,500 | $ 16,500 | ||
Gain (Loss) on extinguishment of debt | 1,709 | |||
Reduction of derivative liabilities | $ 3,309 | |||
Interest converted into value | 581,969 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 7,856 | |||
Interest converted into share | 6,256 | |||
Convertible Notes [Member] | ||||
Gain (Loss) on extinguishment of debt | 59,999 | |||
Reduction of derivative liabilities | 657,778 | |||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||
Interest converted into value | 4,444,444 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 697,779 | |||
Convertible Debt Two [Member] | ||||
Repayments of Debt | 200,000 | |||
Gain (Loss) on extinguishment of debt | 177,116 | |||
Reduction of derivative liabilities | 177,116 | |||
Convertible Deb Three [Member] | ||||
Accrued interest | 95,390 | |||
Gain (Loss) on extinguishment of debt | 150,726 | |||
Reduction of derivative liabilities | 125,336 | |||
Debt Instrument, Periodic Payment, Interest | $ 70,000 | |||
Minimum [Member] | ||||
Interest rate | 8% | |||
Maximum [Member] | ||||
Interest rate | 10% |
The table below provides the pr
The table below provides the preferred stock activity for the six months ended June 30, 2021 (there was no preferred stock activity during the six months ended June 30, 2022), and also a reconciliation of the beginning and ending balances for the derivati (Details) | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Discount [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance , December 31, 2020 | |
Issuance of Series C Preferred shares | 293,700 |
Accretion of discount | (47,574) |
Accretion of dividend on Series C preferred stock | |
Change in fair value of derivatives | |
Balance June 30, 2021 | 246,126 |
Derivative Liabilities [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance , December 31, 2020 | |
Issuance of Series C Preferred shares | 1,259,672 |
Accretion of discount | |
Accretion of dividend on Series C preferred stock | 12,714 |
Change in fair value of derivatives | (864,574) |
Balance June 30, 2021 | 407,812 |
Preferred Stock and Accrued Dividend [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance , December 31, 2020 | |
Issuance of Series C Preferred shares | 293,700 |
Accretion of discount | |
Accretion of dividend on Series C preferred stock | 9,515 |
Change in fair value of derivatives | |
Balance June 30, 2021 | 303,215 |
Preferred Stock and Accrued Dividend Net of Discount [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance , December 31, 2020 | |
Issuance of Series C Preferred shares | |
Accretion of discount | 47,574 |
Accretion of dividend on Series C preferred stock | 9,515 |
Change in fair value of derivatives | |
Balance June 30, 2021 | $ 57,089 |
The following assumptions wer_2
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, 2021: (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Expected dividends | 0% |
Minimum [Member] | |
Risk-free interest rates | 0.12% |
Expected life (years) | 1 year 8 months 12 days |
Expected volatility | 188% |
Maximum [Member] | |
Risk-free interest rates | 0.25% |
Expected life (years) | 2 years |
Expected volatility | 196% |
The Company has determined that
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 (L (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Balance at beginning of period | $ 438 | $ 476 |
Additions to derivative instruments | ||
Loss (gain) on change in fair value of derivative liability | (27) | 2,065 |
Balance at end of period | $ 411 | $ 2,541 |
Schedule of assumptions were us
Schedule of assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Annual dividend yield | 0% | 0% |
Minimum [Member] | ||
Expected life (years) | 6 months | 1 year 6 months |
Risk-free interest rate | 1.35% | 0.16% |
Expected volatility | 136% | 195% |
Maximum [Member] | ||
Expected life (years) | 5 years 1 month 16 days | 5 years 10 months 17 days |
Risk-free interest rate | 3.01% | 1.16% |
Expected volatility | 217% | 243% |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 16, 2021 | Feb. 24, 2021 | Feb. 24, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Derivative Liability | $ 5,801 | $ 2,734 | ||||||
Debt Conversion, Converted Instrument, Amount | 293,700 | |||||||
Accrued dividends | $ 11,748 | |||||||
Number of common share | 26,159,396 | |||||||
Number of shares to be issued for services value | $ 13,224 | |||||||
Number of shares to be issued for services shares | 463,637 | |||||||
Number of Shares Accrued for Services Shares Five | 671,805 | |||||||
Number of shares to be issued for services value | 6,833 | 31,960 | ||||||
Number of Shares to be Issued for Services Shares Five | 386,364 | 594,532 | ||||||
Number of shares issue | $ 2,695,620 | $ 9,977 | $ 3,586 | $ 1,731,687 | ||||
Number of shares to be issued for services shares | 482,163 | |||||||
Number of Shares to be Issued for Services Value One | $ 55,556 | $ 4,000 | $ 2,000 | 1,105,857 | ||||
Number of Shares to be Issued for Services Shares Eight | 977,279 | 495,116 | ||||||
Number of Shares to be Issued for Services Value Six | $ 10,000 | $ 6,000 | ||||||
Number of Shares to be Issued for Services Shares Ten | 2,500,000 | 0 | ||||||
Number of Shares to be Issued for Services Value Two | $ 16,500 | |||||||
NumberOfSharesToBeIssuedForServicesValue Eleven | $ 16,500 | $ 0 | ||||||
Number of Shares to be Issued for Services Shares Twelve | 31,960 | 21,861 | ||||||
Number of Shares to be Issued for Services Value Five1 | $ 68,042 | 13,364 | ||||||
Number of Shares to be Issued for Services Value One 1 | 14,000 | |||||||
Number of Shares to be Issued for Debt Conversions Value | $ 21,861 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period Shares Issued for Services of Related Party | 2,931,647 | |||||||
Stock Issued During Period Value Issued for Services of Related Party | $ 85,654 | |||||||
Stock to be Issued During Period Shares Issued for Services of Related Party | 1,967,714 | |||||||
Stock to be Issued During Period Value Issued for Services of Related Party | 30,976 | |||||||
Stock Issued During Period SharesIssued for Services of Related Party One | 87,252 | |||||||
Stock Issued During Period Value Issued for Services of Related Party One | $ 4,000 | |||||||
Stock to be Issued During Period Shares Issued for Services of Related Party One | 1,137,553 | |||||||
Stock to be Issued During Period Value Issued for Services of Related Party One | $ 16,000 | |||||||
Holders [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||
Shares Issue | 3,400,000 | |||||||
Number of shares to be issued for services value | $ 29,580 | |||||||
interest Converted into Share | $ 6,256 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,026,413 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 705,635 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock sold | 113,850 | 179,850 | ||||||
Preferred stock dividend rate percentage | 8% | |||||||
Cash received from sale of preferred stock | $ 103,500 | |||||||
Derivative Liability | $ 165,142 | $ 1,208,971 | $ 1,208,971 | |||||
Number of Shares to be Issued for Debt Conversions Value | $ 1,915 | |||||||
Conversion of Stock, Shares Issued | 30,000 | |||||||
Series C Preferred Stock [Member] | Geneva [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash received from sale of preferred stock | $ 163,500 | |||||||
Discount rate | 25% |
As of June 30, 2022, the maturi
As of June 30, 2022, the maturities of operating leases liabilities are as follows (in thousands): (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (Six months) | $ 258 |
2023 | 520 |
2024 | 419 |
2025 | 45 |
Total | 1,242 |
Less: amount representing interest | (159) |
Present value of future minimum lease payments | 1,083 |
Less: current obligations under leases | 414 |
Long-term lease obligations | $ 669 |
Rent expense is recognized on a
Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following: (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 190,082 | $ 225,713 |
Variable rent costs | 106,709 | 92,342 |
Total rent expense | $ 296,791 | $ 318,055 |
the aggregate remaining minimal
the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands): (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (Six months) | $ 200 |
2023 | 443 |
2024 | 395 |
2025 | 45 |
Total | $ 1,083 |
Other information related to le
Other information related to leases is as follows: (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 185,978 | $ 212,863 |
Weighted-average remaining lease term - operating leases | 2 years 5 months 1 day | 2 years 5 months 20 days |
Weighted-average discount rate - operating leases | 12% | 12% |
As of June 30, 2022, the matu_2
As of June 30, 2022, the maturities of expected base sublease income are as follows (in thousands): (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (Six months) | $ 343 |
2023 | 693 |
2024 | 555 |
2025 | 59 |
Total | $ 1,650 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 27, 2021 | Oct. 29, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||
Lessee, Operating Lease, Description | In August 2021, the master lease and sublease associated with the 14,800 sq. cultivation warehouse were extended through July 31, 2024. | ||||||
Operating lease costs | $ 190,082 | $ 225,713 | |||||
Sublease Income | $ 186,506 | $ 191,752 | $ 373,012 | $ 383,505 | |||
Lessee, Operating Lease, Discount Rate | 12% | ||||||
Weighted average remaining lease (in years) | 2 years 5 months 1 day | ||||||
Lessor, Operating Lease, Description | These two leases have 2.1 year and 2.7 year terms with optional extensions, expiration dates range from July 2024 to February 2025, and monthly base rent of approximately $20,000-$22,500 plus variable NNN. | ||||||
Accrued compensation | $ 9,977 | $ 3,586 | |||||
Accrued compensastion, Shares | 386,364 | ||||||
Employment Agreements [Member] | Ron Throgmartin [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued compensation | $ 86,000 | $ 13,000 | |||||
Accrued compensastion, Shares | 463,637 | 2,931,647 | |||||
Employment Agreements [Member] | Chief Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 10% | ||||||
Employment Agreements [Member] | Other Executives [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 2% | ||||||
Separation Agreement [Member] | Ron Throgmartin [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cash compenation paid | $ 30,000 | $ 30,000 | |||||
Lessor, Operating Lease, Term of Contract | 5 years | ||||||
Debt Instrument, Description | Company acknowledged it owed Mr. Throgmartin the amount of $517,252 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 under certain conditions, which the Company accrued in full as the date of Mr. Throgmartin’s separation. | ||||||
Accrued Salaries, Current | $ 5,000 | ||||||
Diem fee | $ 500 | ||||||
Accounts Payable, Related Parties | 790,597 | 820,597 | |||||
Separation Agreement [Member] | Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued compensation | 126,389 | $ 126,389 | |||||
Cash compenation paid | 0 | $ 26,904 | |||||
Sub Lease [Member] | R A M [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Description of agreements management | The alleged damages under the sublease terms and other ancillary agreements amount to $1,480,881, $377,568, $1,027,635, and $1,418,480, respectively. In addition, the lawsuit alleges that RAM failed to make payments pursuant to a promissory note (the “Note”) in which the Company and RAM entered into on April 3, 2018. The Note was for the principal amount of $330,000 with interest at 18% per annum. The Note had a maturity date of April 2, 2019. The lawsuit seeks payment from RAM and Demers for the total balance due on the Note of $330,000 plus the interest due therein. | ||||||
Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Operating lease costs | 20,000 | ||||||
Sublease Income | 26,300 | ||||||
Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Operating lease costs | 21,118 | ||||||
Sublease Income | $ 28,622 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jul. 29, 2023 | Jul. 29, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 495,000 | ||||
Net proceeds | $ 465,000 | ||||
Discount rate | 12% | ||||
Common stock shares issued | 261,332,926 | 257,261,121 | |||
Purchase Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Legal fees | $ 5,000 | ||||
Original issue discount | $ 5,000 | ||||
Common stock shares issued | 4,500,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 165,000 | ||||
Net proceeds | $ 160,000 | ||||
Debt instrument maturity date, description | The Note shall bear interest at a rate of 8% per annum. Principal payments shall be made in ten (10) installments each in the amount of US$17,800 commencing on the ninetieth (90th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten months. | ||||
Conversion price (percent) | 65% | ||||
Discount rate | 35% | ||||
Affiliates exceeds percentage | 4.99% |