DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Target Group Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001586554 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CBDY | |
Title of 12(b) Security | None | |
Entity Common Stock, Shares Outstanding | 573,452,193 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 395,257 | $ 172,597 |
Restricted cash | 9,144 | 9,032 |
Accounts receivable, no allowance | 2,068 | 2,068 |
Inventory | 99,000 | 99,000 |
Prepaid asset | 47,329 | 46,775 |
Sales tax recoverable, net of allowance | 90,494 | 75,462 |
Receivable from joint venture | 279,165 | 271,184 |
Other receivable | 3,976 | 78,540 |
Total current assets | 926,433 | 754,658 |
Long term assets | ||
Fixed assets | 8,012,166 | 7,793,997 |
Investment in joint venture | 1,144,537 | 721,156 |
Goodwill | 3,712,112 | 3,666,364 |
Operating lease right-of-use assets | 97,784 | 100,548 |
Total long term assets | 12,966,599 | 12,282,065 |
Total assets | 13,893,032 | 13,036,723 |
Current liabilities | ||
Bank overdraft | 32,124 | 1,562 |
Accounts payable and accrued liabilities | 2,129,180 | 1,809,120 |
Deferred revenue | 27,500 | 42,719 |
Settlement payable - Current portion | 90,000 | 90,000 |
Payable to related parties, net | 3,238,257 | 2,831,635 |
Operating lease liability - Current portion | 88,465 | 83,196 |
Convertible promissory notes, net | 480 | 3,128 |
Derivative liability | 27,217 | 12,068 |
Total current liabilities | 5,633,223 | 4,873,428 |
Long term liabilities | ||
Settlement payable - Non-current portion | 0 | 10,000 |
Payable to related parties - Non-current portion, net | 6,883,280 | 7,103,325 |
Operating lease liability - Non-current portion | 1,618,542 | 1,622,366 |
Warranty liability | 5,025,161 | 2,948,024 |
Total long term liabilities | 13,526,983 | 11,683,715 |
Total liabilities | 19,160,206 | 16,557,143 |
Contingencies and commitments | ||
Stockholders' equity (deficiency) | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000,000 shares issued and outstanding as at March 31, 2021 and December 31, 2020 | 100 | 100 |
Common stock, $0.0001 par value, 850,000,000 shares authorized, 573,452,193 common shares outstanding as at March 31, 2021 573,277,094 common shares outstanding as at December 31, 2020 | 57,345 | 57,328 |
Shares to be issued | 1,097,458 | 192,121 |
Additional paid-in capital | 23,943,555 | 23,940,696 |
Accumulated deficit | (29,226,803) | (26,536,495) |
Accumulated comprehensive loss | (1,138,829) | (1,174,969) |
Total stockholders' equity | (5,267,174) | (3,521,219) |
Total liabilities and stockholders' equity | $ 13,893,032 | $ 13,035,924 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 |
Common Stock, Shares, Outstanding | 573,452,193 | 573,277,094 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
REVENUE | $ 0 | $ 30,000 |
COST OF GOOD SOLD | 0 | (25,000) |
Gross profit | 0 | 5,000 |
OPERATING EXPENSES | ||
Advisory and consultancy fee | 1,906 | 44,269 |
Management services fee | 77,943 | 83,239 |
Salaries and wages | 4,669 | 138,780 |
Legal and professional fees | 46,424 | 124,000 |
Rent and utilities | 0 | 29,520 |
Advertising and promotion | 0 | 299 |
Amortization and depreciation expense | 241,795 | 21,989 |
Operating lease expense | (13,045) | 84,575 |
Office and general | (18,274) | 58,858 |
Total operating expenses | 341,418 | 585,529 |
OTHER EXPENSES (INCOME) | ||
Change in fair value of derivative and warrant liability | 2,091,334 | (3,455,325) |
Gain on settlement | (15,219) | 0 |
Interest and bank charges | 220,997 | 36,249 |
Exchange loss | 27,380 | 18,699 |
Accretion expense | 0 | 12,200 |
Other income | (4,567) | |
Allowance for sales tax recoverable | 4,414 | 2,624 |
Share of losses from joint venture | 11,300 | 0 |
Debt issuance cost | 13,251 | 0 |
Total other expenses | 2,348,890 | (3,385,553) |
Net loss before income taxes | (2,690,308) | 2,805,024 |
Income taxes | 0 | 0 |
Net loss | (2,690,308) | 2,805,024 |
Foreign currency translation adjustment | 36,140 | (1,039,520) |
Comprehensive loss | $ (2,654,168) | $ 1,765,504 |
Loss per share - basic and diluted | $ (0.005) | $ 0.005 |
Weighted average shares - basic and diluted | 573,279,061 | 566,012,635 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member] | Shares To Be Issued [Member]Previously Reported [Member] | Shares To Be Issued [Member] | Stock Subscription Receivable [Member]Previously Reported [Member] | Stock Subscription Receivable [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Restatement Adjustment [Member] | Additional Paid-in Capital [Member] | Accumulated deficit [Member]Previously Reported [Member] | Accumulated deficit [Member] | Accumulated Comprehensive Income [Member}Previously Reported [Member] | Accumulated Comprehensive Income [Member} | Previously Reported [Member] | Restatement Adjustment [Member] | Total |
Balance at Dec. 31, 2019 | $ 100 | $ 100 | $ 57,113 | $ 57,113 | $ 611,621 | $ 611,621 | $ (220,000) | $ (220,000) | $ 29,846,004 | $ 23,699,888 | $ (19,462,624) | $ (19,462,624) | $ (897,077) | $ (897,077) | $ 9,935,137 | $ (6,146,116) | $ 3,789,021 | |
Balance (in shares) at Dec. 31, 2019 | 1,000,000 | 1,000,000 | 571,145,968 | 571,145,968 | 4,006,832 | 4,006,832 | ||||||||||||
Shares issued as consideration for consideration of the intellectual property rights [Note 11] | $ 193 | 193 | ||||||||||||||||
Shares issued as consideration for consideration of the intellectual property rights [Note 11] (in shares) | 15,624 | |||||||||||||||||
Cancellation of shares [Note 11] | $ (1,098) | 220,000 | (218,902) | |||||||||||||||
Cancellation of shares [Note 11] (in shares) | (11,000,000) | |||||||||||||||||
Shares to issue as consideration for intangible assets [Note 11] | $ 260,050 | 260,050 | ||||||||||||||||
Shares to issue as consideration for intangible assets [Note 11] (in shares) | 3,500,000 | |||||||||||||||||
Reclassification of warrant liability [Note 14] | $ (6,146,116) | $ (6,146,116) | ||||||||||||||||
Net loss | 2,805,024 | 2,805,024 | ||||||||||||||||
Foreign currency translation | (1,039,520) | (1,039,520) | ||||||||||||||||
Balance at Mar. 31, 2020 | $ 100 | $ 56,015 | $ 871,864 | 0 | 23,480,986 | (16,657,600) | (1,936,597) | 5,814,768 | ||||||||||
Balance (in shares) at Mar. 31, 2020 | 1,000,000 | 560,145,968 | 7,522,456 | |||||||||||||||
Balance at Dec. 31, 2020 | $ 100 | $ 57,328 | $ 192,121 | 0 | 23,940,696 | (26,536,495) | (1,174,969) | (3,521,219) | ||||||||||
Balance (in shares) at Dec. 31, 2020 | 1,000,000 | 573,277,094 | 1,811,175 | |||||||||||||||
Shares issued on conversion of convertible promissory notes [Note 11] | $ 0 | $ 17 | $ 0 | 0 | 2,631 | 0 | 0 | 2,648 | ||||||||||
Shares issued on conversion of convertible promissory notes [Note 11] (in shares) | 0 | 175,099 | 0 | |||||||||||||||
Shares issued on conversion of convertible promissory note (Note 10 and 11) | $ 0 | $ 0 | $ 904,833 | 0 | 0 | 0 | 0 | 904,833 | ||||||||||
Shares issued on conversion of convertible promissory notes (in shares) (Note 10 to 11) | 0 | 0 | 38,183,326 | |||||||||||||||
Shares issued as consideration for consideration of the intellectual property rights [Note 11] | $ 0 | $ 0 | $ 504 | 0 | 0 | 0 | 0 | 504 | ||||||||||
Shares issued as consideration for consideration of the intellectual property rights [Note 11] (in shares) | 0 | 0 | 15,624 | |||||||||||||||
Change due to extinguishment of derivative liability on debt conversion | $ 0 | $ 0 | $ 0 | 0 | (228) | 0 | 0 | (228) | ||||||||||
Change due to extinguishment of derivative liability on debt conversion (in shares0 | 0 | 0 | 0 | |||||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | 0 | (2,690,308) | 0 | (2,690,308) | ||||||||||
Foreign currency translation | 0 | 0 | 0 | 0 | 0 | 0 | 36,140 | 36,140 | ||||||||||
Balance at Mar. 31, 2021 | $ 100 | $ 57,345 | $ 1,097,458 | $ 0 | $ 23,943,555 | $ (29,226,803) | $ (1,138,829) | $ (5,267,174) | ||||||||||
Balance (in shares) at Mar. 31, 2021 | 1,000,000 | 573,452,193 | 40,010,125 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net loss for the period | $ (2,690,308) | $ 2,805,024 | |
Adjustment for non-cash items | |||
Change in fair value of derivative and warrant liability | 2,091,334 | (3,455,325) | |
Accretion expense | 0 | 12,200 | |
Shares and warrants issued/to be issued for services | 1,906 | 193 | |
Allowance for sales tax recoverable | 4,414 | 2,624 | |
Amortization and depreciation expense | 241,795 | 21,989 | |
Operating lease expense | 68,058 | 84,575 | |
Investment loss from joint venture | 11,300 | 0 | |
Debt issuance cost | 13,251 | 0 | |
Changes in operating assets and liabilities: | |||
Change in inventory | 0 | 25,000 | |
Change in prepaid asset | 0 | (25,334) | |
Change in sales tax recoverable | (18,411) | (10,504) | |
Change in other receivable | 75,041 | ||
Change in accounts payable and accrued liabilities | 380,059 | (249,696) | |
Change in operating lease liability, net | (83,769) | (80,719) | |
Net cash provided by (used in) operating activities | 79,451 | (869,973) | |
INVESTING ACTIVITIES | |||
Amount invested on fixed assets | (362,665) | 0 | |
Investment in joint venture | 422,920 | 0 | |
Net cash used in investing activities | (785,585) | 0 | |
FINANCING ACTIVITIES | |||
Utilization of bank overdraft facility | 30,344 | 40,847 | |
Proceeds from loans from related parties | 0 | 670,044 | |
Proceeds from private placements | 904,833 | 0 | $ 220,000 |
Payment for settlement payable | (10,000) | 0 | |
Net cash provided by financing activities | 925,177 | 710,891 | |
Net increase (decrease) in cash and restricted cash during the period | 219,043 | (159,082) | |
Effect of foreign currency translation | 3,729 | 183,270 | |
Cash and restricted cash, beginning of period | 181,629 | 10,487 | |
Cash and restricted cash, end of period | 404,401 | 34,675 | $ 10,487 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Shares issued on conversion of debt | 2,648 | 0 | |
Shares issued as consideration for services | 504 | 193 | |
SUPPLEMENTARY CASH FLOW INFORMATION | |||
Cash paid for interest | 0 | 0 | |
Cash paid for taxes | $ 0 | $ 0 |
Organization, Nature of Busines
Organization, Nature of Business, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Nature of Business, Going Concern and Management Plans | |
Organization, Nature of Business, Going Concern and Management Plans | 1. Organization, Nature of Business, Going Concern and Management Plans Organization and Nature of Business Target Group Inc. (“Target Group” or “the Company”) was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Target Group Inc. is a diversified and vertically integrated, progressive company with focus on both national and international presence. The Company owns and operates Canary Rx Inc, Canadian licensed producer, regulated under The Cannabis Act. Canary Rx Inc, operates a 44,000 square foot facility located in Norfolk County, Ontario, and has partnered with Dutch breeder, Serious Seeds, to cultivate exclusive & world class proprietary genetics. The Company has begun structuring multiple international production and distribution platforms and intends to continue rapidly expanding its global footprint as it focuses on building an iconic brand portfolio whose focus aims at developing cutting edge Intellectual Property among the medical and recreational cannabis markets. Target Group is committed to building industry-leading companies that transform the perception of cannabis and responsibly elevate the overall consumer experience. The Company’s current business is to produce, manufacture, distribute, and conduct sales of cannabis products. As of the current year end, the company has produced and sold cannabis products in the amount of $197,607 (Year ended December 31, 2020: $108,930) through its investment in a joint venture. On July 3, 2018, the Company filed an amendment in its Articles of association to change its name to Target Group Inc. The Company was able to secure an OTC Bulletin Board symbol CBDY from Financial Industry Regulatory Authority (FINRA). On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the Visava shareholders an aggregate of 25,500,000 shares of the Company’s Common Stock in exchange for all of the issued and outstanding common stock held by the Visava shareholders. In addition of its Common Stock, the Company issued to the Visava shareholders, prorata Common Stock Purchase Warrants purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Warrants. Upon the closing of the Exchange Agreement, the Visava shareholders held approximately 46.27% of the issued and outstanding Common Stock of the Company and Visava will continue its business operations as a wholly-owned subsidiary of the Company. The transaction was closed effective August 2, 2018. During the quarter ended, September 30, 2020, all of the warrants expired, none were exercised. Effective January 25, 2019, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with CannaKorp Inc., a Delaware corporation (“CannaKorp”). Company had previously entered into a Letter of Intent with CannaKorp dated November 30, 2018 which was disclosed in the Company’s report on Form 8‑K filed December 4, 2018. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the CannaKorp shareholders an aggregate of 30,407,412 shares of the Company's common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding common stock of CannaKorp held by the CannaKorp shareholders. In addition, the Company will issue Common Stock Purchase Warrants ("Warrants") in exchange for all outstanding and promised CannaKorp stock options. The Warrants will grant the holders thereof the right to purchase up to approximately 7,211,213 shares of the Company's common stock. The Company will also assume all outstanding liabilities of CannaKorp. Upon the closing of the Exchange Agreement, CannaKorp will continue its business operations as a subsidiary of the Company. The transaction was closed effective March 1, 2019. During the quarter ended, March 31, 2021, all of the warrants expired, none were exercised. Effective August 8, 2019, the Company entered into an Exclusive License Agreement (“License Agreement”) with cGreen, Inc., a Delaware corporation (“cGreen”). The License Agreement grants to the Company an exclusive license to manufacture and distribute the patent-pending THC antidote True Focus™ in the United States, Europe and the Caribbean. The term of the license was ten (10) years and four (4) months from the effective date of August 8, 2019. In consideration of the license, the Company would issue 10,000,000 shares of its common stock as follows: (i) 3,500,000 within ten (10) days of the effective date; (ii) 3,500,000 shares on January 10, 2020; and (iii) 3,000,000 shares not later than June 10, 2020. In addition, the Company would pay cGreen royalties of 7% of the net sales of the licensed products and 7% of all sublicensing revenues collected by the Company. The Company would pay cGreen an advance royalty of $300,000 within ten (10) days of the effective date; $300,000 on January 10, 2020; and $400,000 on or before June 10, 2020 and $500,000 on or before November 10, 2020. All advance royalty payments would be credited against the royalties owed by the Company through December 31, 2020. During the quarter ended December 31, 2019, the intangible asset was written off based on management’s review and evaluation of its recoverability. During the quarter ended June 30, 2020, the Company was in arbitration with cGreen for the breaches of the terms of the License Agreement, however, through an early mediation, both companies reached to a settlement agreement to settle the breaches of the contract on July 27, 2020 (“Effective Date”). As per the settlement agreement, the License Agreement has been terminated and the Company does not have to issue the 10 million shares nor pay the outstanding royalty payable in the amount of $1,191,860. As consideration, the Company paid $130,000 within 30 days of the Effective Date and will pay $100,000 in monthly installments of $10,000 commencing in April 2021 to cGreen resulting in a gain on settlement in the amount of $1,704,860. During quarter ended March 31, 2021, the Company has paid its first installment. As at March 31, 2021, the outstanding balance is $90,000 of which $90,000 (December 31, 2020: $90,000) is current and $nil (December 31, 2020: $10,000) is non-current. Effective September 17, 2019, CannaKorp entered into a Purchase, Licensing and Distribution Agreement ("Agreement") with Nabis Arizona Property LLC of Scottsdale, Arizona ("Nabis") concerning the distribution of CannaKorp's Wisp (TM) Vaporizer and Wisp(TM) Pods in Arizona. The term of the Agreement is three (3) years with automatic renewals for additional one-year periods unless the Agreement is terminated pursuant to its terms. Nabis is required to pay CannaKorp $45,000 for the equipment needed to manufacture the WISP(TM) Pods, of which $4,500 will be paid within three (3) calendar days of Nabis obtaining regulatory approval of its vertically integrated license and the balance of $40,500 within 180 days of the effective date of the Agreement. Under the Agreement, Nabis is licensed to manufacture the WISP(TM) Pods and to sell the WISP(TM) Pods in conjunction with the sale of the WISP(TM) Vaporizer . Nabis is required to meet minimum quarterly orders of two hundred (200) WISP(TM) Vaporizers and five thousand (5,000) WISP(TM) Pods cartridges . Nabis is licensed to sell the WISP(TM) Vaporizer and the WISP(TM) Pods to end users in Arizona, excluding Amazon, eBay, Walmart or other multistate/national brick and mortar or online sales. CannaKorp has granted Nabis a right of first refusal to obtain an exclusive license in Michigan and in Washington for the same rights granted to Nabis in Arizona. During the year ended December 31, 2020, the equipment to Nabis has been shipped and the Company has provided Nabis an additional 360 days before invoicing Nabis for the equipment. Once when the additional period has passed, the Company will invoice Nabis. Additionally, the first quarter of the Nabis agreement minimums were shipped and invoiced (200 Wisp Units and 5000 Pod Assemblies to enable Nabis to manufacture 5000 complete Wisp Pods) for online and retail distribution in the Arizona Market. During the year ended, December 31, 2020, due to financial strain and difficulties during the pandemic Nabis was forced to restructure their company in its entirety. This has caused strain on the financial position of Nabis and has affected their ability to fulfill their commitments in the agreement signed with CannaKorp. The partnership has since been terminated and all of CannaKorp's CannaMatic machinery has now been sent back to CannaKorp. The Company does not have any operations, employees or corporate offices based in United States. Effective May 14, 2020, Canary entered into a Joint Venture Agreement (“Joint Venture”) with 9258159 Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “Thrive”) and 2755757 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “JVCo”). Canary and Thrive each hold 50% of the voting equity interest in JVCo. The term of the Joint Venture is five (5) years from its effective date of May 14, 2020. On June 15, 2020, the Company, its first–tier subsidiaries Visava Inc. (“Visava”) CannaKorp Inc. (“CannaKorp”), and the Company’s second-tier subsidiary, Canary Rx Inc. (“Canary”), entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc. (“CLI”), a corporation organized under the laws of the Province of Ontario, Canada. June 15th was preliminary date of the agreement and the agreement was not finalized until the later date as indicated below. The CEO of the Company, is the Secretary of CLI, a director of the Company, is a shareholder of CLI and the brother of CEO, is the President and sole director of CLI therefore the below loan from CLI is classified under related party transactions. Pursuant to the Agreement, CLI purchased from the Company for the sum of $2,306,080, (CAD $2,900,000) a debt obligation owing from Canary to the Company in the principal balance of $8,429,120 (CAD $10,600,000 (“Canary Debt”)). Upon receipt of the consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI. As at March 31, 2021, $3,976 (CAD $5,000) is still outstanding from CLI which is presented as other receivable on the unaudited condensed consolidated interim balance sheet. As a condition of the closing of the Agreement, the terms of the Canary Debt were amended to provide for interest at 5% per annum with a maturity date of 60 months from the date of the Agreement (“Term”). The Canary Debt will be repaid according to the following schedule: a) In the first year of the Term, Canary will pay CLI the greater of $898,576 (CAD $1,130,000) and fifty percent (50%) of the Net Revenue (hereinafter defined), provided that where the latter amount exceeds the former amount, Canary will, by the end of such first year, pay CLI no less than the former amount and Canary will, within thirty (30) days following the end of such first year, pay CLI the balance of such amount owing for such first year; b) In the second year of the Term, Canary will pay CLI the greater of $1,669,920 (CAD $2,100,000) and fifty percent (50%) of the Net Revenue, by way of twelve (12) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2021, provided that where the latter amount exceeds the former amount, Canary will, within thirty (30) days following the end of such second year, pay CLI the balance of such amount owing for such second year; c) In the third year of the Term, Canary will pay CLI the greater of $2,560,544 (CAD $3,220,000) and fifty percent (50%) of the Net Revenue, by way of twelve (12) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2022, provided that where the latter amount exceeds the former amount, Canary will, by the end of such third year, pay CLI no less than the former amount and Canary will, within thirty (30) days following the end of such third year, pay CLI the balance of the such payments owing for such third year; d) In the fourth year of the Term, Canary will pay CLI the greater of $2,449,216 (CAD $3,080,000) and fifty percent (50%) of the Net Revenue, by way of twelve (12) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2023, provided that where the latter amount exceeds the former amount, Canary will Canary will, within thirty (30) days following the end of such fourth year, pay CLI the balance of such amount owing for such fourth year; and e) In the fifth year of the Term, Canary will pay CLI the balance owing under this Note, by way of twelve (12) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2024 for an amount calculated by dividing twelve (12) into the sum of all amounts owing under this Note at the beginning of the fifth year of the Term on account of Principal and Interest, provided that where there are further amounts owing under this Note at the end of such fifth year, Canary will pay CLI all such further amounts within five (5) days following the end of such fifth year. For the purposes of this Note, "Net Revenue" will mean any and all revenue generated from Canary's Licensed Facility (hereinafter defined) to which it is entitled net of applicable taxes and third-party expenses. The repayment of the Canary Debt, as amended, is guaranteed by Visava and the Company’s wholly-owned subsidiary CannaKorp Inc. and secured by (i) a general security interest in the assets of the Company, Canary, Visava and CannaKorp Inc., respectively; and (ii) a pledge by the Company of all of the issued and outstanding common stock of Canary, Visava and CannaKorp Inc. held by the Company. In addition to the foregoing guarantees, security interest and stock pledge, CLI has been granted an option, in lieu of repayment of the amended Canary Debt, to demand, in its sole and absolute discretion the transfer, assignment and conveyance of 75% of the issued and outstanding capital stock of Visava and Canary. Furthermore, the President and sole director of CLI has been granted an option to acquire the remaining 25% of the issued and outstanding capital stock of Visava and Canary. Effective August 14, 2020, the Agreement was amended (“Amendment”) to provide that CLI will purchase from Rubin Schindermann, a director of the Company, 500,000 shares of the Company’s Series A Preferred Stock in consideration of the payment by CLI to Rubin Schindermann of $79,520 (CAD $100,000) and the issuance to Schindermann of 10,000,000 shares of the Company’s common stock. In consideration of the foregoing, Mr., Schindermann resigned as a director of the Company and from any and all administrative and executive positions with the Company’s subsidiaries Visava Inc., Canary Rx Inc. and CannaKorp Inc., respectively. In addition, the Company issued Common Stock Purchase Warrant for 10,000,000 shares of Target common stock to CLI as consideration for the Agreement. Refer to Note 11 for additional details on warrants. The combined impact of both transactions resulted in debt issuance cost of $251,518. This debt issuance cost will be amortized over the term of the debt on straight line basis. The transactions contemplated by the Agreement and the Amendment closed on August 14, 2020. Going Concern and Management Plans The Company has earned minimal revenue since inception to date and has sustained operating losses during the three months ended March 31, 2021. The Company had working capital deficit of $4,706,790 and an accumulated deficit of $29,226,803 as of March 31, 2021. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern up-to at least 12 months from the balance sheet date; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. The unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2021 or for any other interim period. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto as of and for the year ended December 31, 2020. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Visava Inc. and CannaKorp, Inc. Significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated interim financial statements in conformity with US 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 date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals. Actual results could materially differ from those estimates. Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. The cost is determined on the basis of the average cost or first-in, first-out methods. Fixed Assets Fixed assets are reported at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets, commencing when the assets become available for productive use, based on the following estimated useful lives: Depreciation is calculated using the following terms and methods: Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the profit or loss in the period the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date, and adjusted prospectively, if appropriate. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed consolidated interim financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed consolidated interim financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. · Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash, accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The derivative liabilities of the promissory convertible notes and warrant liabilities are valued Level 3, refer to Note 11 for further details. Revenue recognition The Company adopted ASC 606 effective January 1, 2019, using the modified retrospective method after electing to delay the adoption of the accounting standard as the Company qualified as an “emerging growth company”. Since the Company did not have any contracts as of the effective day, therefore, there was no material impact on the unaudited condensed consolidation interim financial statements upon adoption of the new standard. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell our finished products to our customers, wholesalers, distributors or retailers. Control of the finished products is transferred upon shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. The Company did not generate any revenue during three months ended March 31, 2021 as compared to $30,000 revenue during comparable period ended March 31, 2020. The revenue represented the sale of Wisp™ vaporizer and pod units. Since the customer had received the units and there are no further obligations as per the agreement, revenue was recognized. In addition, Canary generated revenue of $197,607 (though its investment in JVCo) during the quarter ended March 31, 2021 (quarter ended December 31, 2020: $108,930) and is represented as share of losses from joint venture on the unaudited condensed consolidated interim statement of operations. The revenue was concentrated to three customers (2020: one). The revenue represents the sale of cannabis product. Since the customer have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 6 for additional details. Deferred revenue is due to a shipment sent to one of the Company’s distributors. However, since control has not been transferred and the performance obligation has not been completed, revenue has not been recognized and proceeds received are classified as deferred revenue. During the quarter ended March 31, 2021, the Company was able to settle the payment for $27,500 leading to a gain of $15,219. The settlement amount was paid subsequent to the quarter in April 2021. Equity Method Investments The Company uses the equity method of accounting for investments when the Company has the ability to significantly influence, but not control, the operations or financial activities of the investee. As part of this evaluation, the Company considers the participating and protective rights in the venture as well as its legal form. The Company records the equity method investments at cost and subsequently adjust their carrying amount each period for the Company’s share of the earnings or losses of the investee and other adjustments required by the equity method of accounting. Distributions received from the equity method investments are recorded as reductions in the carrying value of such investments and are classified on the unaudited condensed consolidated interim statements of cash flows pursuant to the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed the cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities. The Company monitors equity method investments for impairment and record reductions in their carrying values if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of an investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company has recorded impairment losses related to our equity method investments of $nil during the three months ended March 31, 2021 and 2020. Recently Issued Accounting Standards The Company qualifies as an “emerging growth company” (EGC) under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, management can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The management has elected to take advantage of the benefits of this extended transition period. In August 2018, the FASB issued ASU 2018‑13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (for "emerging growth company" beginning after December 15, 2020). The Company has adopted this standard effective from January 1, 2021 and the adoption of this standard did not have any significant impact on the unaudited condensed consolidated interim financial statements. The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021 with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company will be evaluating the impact this standard will have on the Company’s unaudited condensed consolidated interim financial statements. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory | |
Inventory | 3. Inventory At March 31, 2021, the inventory in the amount of $99,000 (December 31, 2020: $99,000) consists of finished goods and is held at a third-party location. In addition, the inventory in the amount of $99,000 (December 31, 2020: $99,000) is secured against the loan provided by the Company’s shareholder. Refer to Note 8 for further details. |
Sales Tax Recoverable
Sales Tax Recoverable | 3 Months Ended |
Mar. 31, 2021 | |
Sales Tax Recoverable | |
Sales Tax Recoverable | 4. Sales Tax Recoverable As at March 31, 2021, the Company had $115,110 of gross sales tax recoverable compared to $95,386 as at December 31, 2020. This is due to sales tax paid by the subsidiary on expenses incurred during the year which are recoverable from the government. The Company has recorded an allowance in the amount of $24,616 (December 31, 2020: $19,924) stemming from the potential uncollectible balances within the outstanding sales tax recoverable amount. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2021 | |
Fixed Assets | |
Fixed Assets | 5. Fixed Assets The Company’s subsidiary, Canary, initiated construction on its 44,000 square foot cannabis cultivation facility in September of 2017. Since then, extensive demolition and structural upgrades have been carried out at the site. On May 1, 2019, the Company completed the construction of its 44,000 square foot cannabis cultivation facility and on May 14, 2019, the Company submitted a Site Evidence Package to Health Canada as part of the steps to obtain the license to cultivate cannabis at the Company’s facility. On October 8, 2019, the Company was granted licenses to cultivate, process and sell cannabis pursuant to the Cannabis Act (Bill C-45). Canary has recorded depreciation expense of $228,004 during the three months ended March 31, 2021 (March 31, 2020: $nil). Since the facility was not operating during the period ended September 30, 2020 no depreciation had been charged on all assets of Canary during that period. The Company’s other subsidiary, CannaKorp, has been utilizing its assets throughout the period and accordingly, has recorded depreciation expense of $13,791 during the three months ended March 31, 2021 (March 31, 2020: $21,989). Below is a breakdown of the consolidated fixed asset, category wise: Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,128,362 773,005 43,673 7,234,833 9,179,873 Accumulated depreciation (60,629) (668,828) (41,685) (396,565) (1,167,707) 1,067,733 104,177 1,988 6,838,268 8,012,166 |
Joint Venture
Joint Venture | 3 Months Ended |
Mar. 31, 2021 | |
Joint Venture | |
Joint Venture | 6. Joint Venture Effective May 14, 2020, Canary entered into a Joint Venture Agreement ("Joint Venture") with 9258159 Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as "Thrive Cannabis") and 2755757 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as "JVCo"). Canary and Thrive Cannabis each hold 50% of the voting equity interest in JVCo. The term of the Joint Venture is five (5) years from its effective date of May 14, 2020. Under the Joint Venture, JVCo is permitted to use all eight (8) rooms, of Canary's licensed cannabis cultivation facilities located in Simcoe, Ontario, Canada ("Licensed Site Portion") for the purpose of operating and managing the Licensed Site Portion for the cultivation and process of cannabis pursuant to Canary's license issued by Health Canada. During the term of the Joint Venture, JVCo will be responsible for the administration, operation and management of the Licensed Site Portion and all proceeds from the sale of the cannabis and related cannabis products cultivated therein will be payable to the JVCo. In addition, Canary, Thrive Cannabis, and JVCo entered into a Unanimous Shareholder Agreement dated May 14, 2020 governing the management and administration of the business of JVCo. As per the Joint Venture, Canary will provide the JVCo with a Hard Cost Loan with the maximum amount of $954,240 (CAD $1,200,000). This loan bears an interest rate of 7% per annum, matures in 12 months from effective date, and is be secured against the personal property of the JVCo and Thrive will guarantee one-half (1/2) of the outstanding balance of the loan. As at March 31, 2021, the loan advanced amounts to $266,392 (CAD $335,000) and interest income charged for the three months ended in amount of $4,598 (CAD $5,782) is included in other income on the unaudited condensed consolidated interim statement of operations and comprehensive loss and interest receivable in amount of $12,773 (CAD $16,063) is included in receivable from joint venture on the unaudited condensed consolidated interim balance sheet. The JVCo will reimburse Canary for certain expenses incurred by Canary for the cultivation and processing of cannabis products. Below is the table which summarizes the activity of the period: Period ended March 31, 2021 2020 CAD $ USD $ CAD $ USD $ Sales 248,500 197,607 — — Eligible recoverable expenses 675,991 537,548 — — Recoverable amount 677,125 538,450 — — Loss on equity (14,305) (11,300) — — Due to reimbursement of an office and general expense during the current quarter ended which had been expensed in the books of Canary in the prior period therefore leading to a credit (negative) expense on the unaudited condensed consolidated interim statement of operations and comprehensive loss. During the period ended March 31, 2021, revenue was sold to three customers (2020: N/A). The JVCo shall make payments out of the revenues, net of applicable taxes and expenses (“Net Income”), in accordance with the following order of priority: a) b) c) d) (i) (ii) Below is the position of the JVCo as at: As at March 31, 2021 2020 CAD $ USD $ CAD $ USD $ Assets 1,723,207 1,370,294 — — Liabilities 2,418,351 1,923,073 — — Equity (695,144) (552,779) — — |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill | |
Goodwill | 7. Goodwill Business Acquisition ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. CannaKorp Inc. Effective January 25, 2019, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with CannaKorp Inc., a Delaware corporation (“CannaKorp”). Company had previously entered into a Letter of Intent with CannaKorp dated November 30, 2018 which was disclosed in the Company’s report on Form 8-K filed December 4, 2018. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the CannaKorp shareholders an aggregate of 30,407,412 shares of the Company’s common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding common stock of CannaKorp held by the CannaKorp shareholders. In addition, the Company will issue Common Stock Purchase Warrants (“Warrants”) in exchange for all outstanding and promised CannaKorp stock options. The Warrants will grant the holders thereof the right to purchase up to approximately 7,211,213 shares of the Company’s common stock. The Company will also assume all outstanding liabilities of CannaKorp. Upon the closing of the Exchange Agreement, CannaKorp will continue its business operations as a subsidiary of the Company. The transaction was closed effective March 1, 2019. Due to the publicly traded nature of the Company’s shares of the common stock, the equity issuance of the shares was considered to be a more reliable measurement of fair market value of the transaction compared to having a separate valuation of the net assets. During the quarter ended, March 31, 2021, all of the warrants expired, none were exercised. This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of March 1, 2019 was as follows: Allocation of Purchase Price $ Cash 18,961 Accounts Receivable 2,068 Inventory 326,595 Prepaid and other receivables 89,585 Property and equipment, net 88,129 Total assets 525,338 Accounts payable (1,365,790) Accrued expenses and other current liabilities (286,435) Deferred revenue (128,158) Payable to related parties (753,738) Total liabilities (2,534,121) Net liabilities (2,008,783) Goodwill 6,071,627 Total net assets acquired 4,062,844 The purchase consideration of 30,407,412 shares and 7,211,213 warrants of the Company’s common stock valued as detailed below: $ Number of Common Stock 30,407,712 Market price on the date of issuance 0.108 Fair value of Common Stock 3,284,033 $ Number of warrants 7,211,213 Fair value price per warrant 0.108 Fair value of warrant 778,811 Fair value of Common Stock 3,284,033 Fair value of warrant 778,811 Purchase consideration 4,062,844 The fair value of these warrants was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: · Forfeiture rate of 0%; · Stock price of $0.108 per share; · Exercise price between the range of $0.13 to $0.15 per share · Volatility at 635.49% · Risk free interest rate of 2.55%; · Expected life of 2 years; and · Expected dividend rate of 0% During the quarter ended December 31, 2019, the goodwill was revaluated after the completion of CannaKorp's audit of the year ended December 31, 2018. This resulted in changing the balance on acquisition date, March 1, 2019 thereby increasing the goodwill by $369,315 to $6,071,627. During the year ended, December 31, 2019, the Company identified circumstances which would call for evaluation of goodwill impairment and therefore impaired $1,485,925 reducing the goodwill related to the CannaKorp to $4,585,702. During the year ended, December 31, 2020, the Company identified circumstances which would call for evaluation of goodwill impairment and therefore impaired the remaining balance of goodwill related to the CannaKorp to $nil. Refer to Note 11 for details on warrants. Visava Inc./Canary Rx Inc. On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of Visava Inc. in exchange for the issuance of 25,500,000 shares of the Company’s Common Stock and will issue to the Visava shareholders, prorata Common Stock Purchase Warrants purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Warrants. As a result of this transaction, Visava Inc. became a wholly owned subsidiary of the Company and the former shareholders of Visava Inc. owned approximately 46.27% of the Company’s shares of Common Stock. The transaction was closed effective August 2, 2018. During the quarter ended, September 30, 2020, all of the warrants expired, none were exercised. This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of August 2, 2018 was as follows: Allocation of Purchase Price $ Prepaid and other receivables 15,368 Sales tax recoverable 133,614 Furniture and equipment 897 Capital work in progress 898,422 Total assets 1,048,301 Bank overdraft (63,693) Accounts payable (1,158,164) Payable to related parties (101,797) Total liabilities (1,323,654) Net liabilities (275,353) Goodwill 3,594,195 Total net assets acquired 3,318,842 $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 The fair value of these warrants was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: · Forfeiture rate of 0%; · Stock price of $0.067 per share; · Exercise price of $0.10 per share · Volatility at 329% · Risk free interest rate of 2.66%; · Expected life of 2 years; and · Expected dividend rate of 0% Refer to Note 11 for details on warrants. During the period and year ended March 31, 2021 and December 31, 2020, respectively, the Company has identified no circumstances which would call for further evaluation of goodwill impairment related to Canary. Goodwill The Company tests for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to statement of operations. |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions and Balances | |
Related Party Transactions and Balances | 8 . Related Party Transactions and Balances During the period ended March 31, 2021, the Company expensed $77,943 (March 31, 2020: $83,239) in management service fee for services provided by the current key officers of the company. The breakdown of the related party balance as at March 31, 2021 in the amount of $10,121,537 (December 31, 2020: $9,934,960) is below: Debt purchase by CL Investors Inc. On June 15, 2020, the Company and its subsidiaries, entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc. (“CLI). June 15th was preliminary date of the agreement and the agreement was not finalized until the later date as indicated below. The CEO of the Company, is the Secretary of CLI, a director of the Company, is a shareholder of CLI and the brother of CEO, is the President and sole director of CLI therefore the loan from CLI is classified under related party transactions. CLI purchased from the Company for the sum of $2,306,080, (CAD $2,900,000) a debt obligation owing from Canary, the Company’s second tier subsidiary, to the Company in the principal balance of $8,429,120 (CAD $10,600,000 (“Canary Debt”)). Upon receipt of the monetary consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI. As at March 31, 2021, $3,976 (CAD $5,000) is still outstanding from CLI. The Canary debt owed to CLI from Canary bears an interest at 5% per annum and matures on August 14, 2025. The repayment of the debt is guaranteed by the Company and its subsidiaries plus secured by a general security interest in the assets of the Company and its subsidiaries and a pledge by the Company of all of the issued and outstanding common stock of Canary, Visava and CannaKorp Inc. held by the Company. In addition to the above, CLI has been granted an option, in lieu of repayment of the amended Canary Debt, to demand, in its sole and absolute discretion the transfer, assignment and conveyance of 75% of the issued and outstanding capital stock of Visava and Canary. Furthermore, the President and sole director of CLI has been granted an option to acquire the remaining 25% of the issued and outstanding capital stock of Visava and Canary. Interest expense charged for the year ended in amount of $104,662 (CAD $132,500) is included in interest and bank charges on the unaudited condensed consolidated interim statement of operations and comprehensive loss and accrued interest in amount of $265,751 (CAD $334,194) is included in accounts payable and accrued liabilities on the unaudited condensed consolidated interim balance sheet. The repayment schedule of the minimum principal payments is shown below: 2021 $ 1,039,648 2022 $ 1,693,447 2023 $ 2,269,022 2024 $ 2,174,767 2025 $ 1,252,236 Total $ 8,429,120 Current portion $ (1,366,058) Non-current portion $ 7,063,062 Effective August 14, 2020, the Agreement was amended (“Amendment”) to provide that CLI will purchase from Rubin Schindermann, a director of the Company, 500,000 shares of the Company’s Series A Preferred Stock in consideration of the payment by CLI to Rubin Schindermann of $79,520 (CAD $100,000) and the issuance to Mr. Schindermann of 10,000,000 shares of the Company’s common stock. In consideration of the foregoing, Mr., Schindermann resigned as a director of the Company and from any and all administrative and executive positions with the Company’s subsidiaries. In addition, the Company issued Common Stock Purchase Warrant for 10,000,000 shares of Target common stock to CLI as consideration for the Agreement. Refer to Note 11 for additional details on warrants. The combined impact of both transactions resulted in debt issuance cost of $251,518. This debt issuance cost will be amortized over the term of the debt on straight line basis. As at March 31, 2021, the balance is $233,139 of which $53,357 is current while $179,782 is non-current. Shareholder loan On December 20, 2019, one of the Company’s shareholders provided a loan up to $795,200 (CAD $1,000,000). The loan bears an annual interest rate of 16%, is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures in one year that is December 20, 2020. During the year ended December 31, 2020, the loan maximum was increased by $795,200 (CAD $1,000,000). This additional loan bears an annual interest rate of 43% and has a lender fee of 10%. Due to above amendment, the maximum loan which the company can borrow is $1,590,400 (CAD $2,000,000) which is also the outstanding balance as at March 31, 2021. Interest expense charged for the three months ended March 31, 2020 in amount of $116,195 (CAD $146,121) is included in interest and bank charges on the unaudited condensed consolidated interim statement of operations and comprehensive loss and accrued interest in the amount of $314,901 (CAD $396,002) is included in accounts payable and accrued liabilities on the unaudited condensed consolidated interim balance sheet. Shareholder promissory note Effective April 20, 2020, the Company issued its promissory note ("Note") to one of the Company's shareholders in the principal amount of $236,993. The Note contained an original issue discount of $15,300 resulting in net proceeds to the Company of $221,693. The Note carries interest at the rate of 12% per annum and the note matures on April 20, 2021. During the quarter ended, September 30, 2020, the Company paid the outstanding balance and accrued interest in full, in the amount of $251,213. Outstanding management service fee The balance owing to key officers of the Company is $270,155 (December 31, 2020: $217,359). The outstanding balance are primarily outstanding management service fee. During the three months ended March 31, 2021, nil shares (March 31, 2020: nil shares) were issued for these services performed as of and for the three months ended March 31, 2021. Balances outstanding related to subsidiaries On February 22, 2020, Randal MacLeod, who is shareholder in the Company and former President of the subsidiary, Visava terminated his employment agreement and during the three months ended March 31, 2021, $nil (December 31, 2020, $54,307) was paid as remuneration for management services included in salaries and wages. As at March 31, 2021, the balance owing is $nil (December 31, 2020: $nil). During the year ended December 31, 2019, the Company settled with the loan holders provided to the Company's subsidiary, CannaKorp. Total amount subject to settlement was $817,876 which includes accrued interest and accrued payroll. The company settled by paying $954,374 as consideration of cash, 920,240 shares (recorded in shares to be issued) and warrants of 920,240 shares with an exercise price of $0.15 per share. This resulted in a settlement loss of $136,498. Of the total settlement amount, as at March 31, 2021 and December 31, 2020, $65,000 was outstanding to be paid. This amount includes late payment penalties of $25,000. During the quarter ended March 31, 2021, all of the warrants expired, none were exercised. During the three months ended March 31, 2021, the Company has purchased $nil of consulting services from GTA Angel Group which is owned by the Company’s CEO’s brother. The balance outstanding as at March 31, 2021 is $26,957 and is included in accounts payable and accrued liabilities. During the three months ended March 31, 2021, the Company has purchased consulting services amounting to $nil from BaK Consulting which is owned by one of the Company’s director. The balance outstanding as at March 31, 2021 is $nil. During the three months ended March 31, 2021, the Company subleases its principal executive office premise from Norlandam Marketing Inc., a company owned by one of directors. During quarter ended March 31, 2021, the premises were subleased to a third party which makes rent payments directly to Norlandam Marketing Inc. The outstanding balance as at March 31, 2021 is balance of $nil. |
Operating Lease Right-Of-Use As
Operating Lease Right-Of-Use Assets and Lease Liability | 3 Months Ended |
Mar. 31, 2021 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Operating Lease Right-Of-Use Assets and Lease Liability | 9. Operating Lease Right-Of-Use Assets and Lease Liability The Company adopted ASC 842 as of January 1, 2019, using a modified retrospective approach and applying the standard’s transition provisions at January 1, 2020, the effective date. The Company made an accounting policy election to exclude from balance sheet reporting those leases with initial terms of 12 months or less. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at adoption date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. The Company does not own any real property and it currently leases two locations. For accounting purposes, these leases are treated as operating leases. Upon adoption of ASC 842, the Company recognized $1,795,730 (CAD $2,258,212) of right-to-use assets as operating leases and operating lease obligations. The right-to-use asset was reduced by $1,661,905 (CAD $2,089,921) due to recognition of the prior deferred rent liability which was eliminated upon adoption of ASC 842. Details of these leases are detailed below: During quarter ended March 31, 2021, the Company subleased its executive premises to a third party. During quarter ended March 31, 2021, the Company subleased its executive premises to a third party which makes rent payments directly to the landlord. However, if the sub-lessee cancels its sub-lease agreement with the landlord during the Company’s lease term with the landlord (ending on August 30, 2023), the Company will be responsible for making rent payments for the period from the date of cancellation by the sub-lessee to August 30, 2023. The Company’s subsidiary, Canary, is a party to a 10-year lease agreement (initiated on July 2014) with respect to its facility to produce Medical Marijuana. The lease agreement was amended effective January 1, 2020, where the amended 10-year term starts on May 1, 2020 and provides the Company an option to extend for three (3) additional terms of ten (10) years. Additionally, effective January 1, 2020, the amended agreement increased the minimum rent to $27,832 (CAD $35,000) plus applicable taxes per month and on each anniversary date, commencing from January 1, 2021, the minimum rent will increase by 1.00%. Furthermore, only the current 10-year term has been factored into the calculation of the lease liability. Effective May 1, 2020, due to the implementation of the new lease, $737,467 (CAD $988,293) was forgiven by the landlord and one vendor. These leases will expire between 2023 and 2030. The weighted average discount rate used for these leases were 16% (average borrowing rate of the Company). Maturities of lease liabilities were: 2021 $ 261,424 2022 352,175 2023 351,874 2024 347,545 Thereafter 1,913,533 Total lease payments 3,226,551 Less imputed interest (1,519,544) Present value of lease liabilities 1,707,007 Current portion (88,465) Non-current portion $ 1,618,542 Below is the reconciliation of the net operating lease presented on the unaudited condensed consolidated interim statement of operations: For the three months ended March 31, 2021 $ Gross operating lease expense 68,058 Gross rent and utilities expenses 150,525 Recoverable expenses from JVCo related to rent and utilities (231,628) (13,045) As explained in Note 6, the JVCo reimburses certain percentage of gross expenses incurred by Canary which includes rent and utilities. Due to this unique circumstance and since operating lease expense are related to rent expenses, the Company has decided to group the operating lease expenses, all lease related expenses and the recoverable amount from JVCo to show a net operating lease expense. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | 10. Convertible Promissory Notes Interest amounting to $82 was accrued for the three months ended March 31, 2021 (March 31, 2020: $10,082). Principal amount outstanding as at March 31, 2021 and December 31, 2020 was $480 and $3,128, respectively. At both period ends, the entire balance was current. During the period ended March 31, 2021, the Company converted the outstanding principal balance of Note K. All notes maturing prior to the date of this report are outstanding. Derivative liability During the three months ended March 31, 2021, holders of convertible promissory notes converted principal amounting to $2,648 (March 31, 2020: $nil). The Company recorded and fair valued the derivative liability as follows: Derivative Conversions / Derivative liability as at Redemption liability as at December 31, during the Change due to Fair value March 31, 2020 period Issuances adjustment 2021 $ $ $ $ $ Note D 1,066 — — 1,301 2,367 Note F 7,864 — — 10,364 18,228 Note G 2,857 — — 3,765 6,622 Note K 281 (227) — (54) 0 12,068 (227) — 15,376 27,217 Key assumptions used for the valuation of convertible notes Derivative element of the convertible notes was fair valued using multinomial lattice model. Following assumptions were used to fair value these notes as at March 31, 2021: · Projected annual volatility of 234%; · Risk free interest rate of 0.11%; · Stock price of $0.025; · Liquidity term of 0.25 years; · Dividend yield of 0%; and · Exercise price of $0.0064 to $0.0151. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Capitalization Preferred Stock · Par value: $0.0001 · Authorized: 20,000,000 · Issued: 1,000,000 shares were outstanding as at March 31, 2021 and December 31, 2020 Common Stock · Par value: $0.0001 · Authorized: 850,000,000 · Issued: 573,452,193 shares are outstanding as at March 31, 2021 (December 31, 2020: 573,277,094) As of March 31, 2021, convertible notes, warrants and preferred stock outstanding could be converted into 3,889,376 (December 31, 2020: 6,928,486), 387,214,383 (December 31, 2020: 364,891,384) and 100,000,000 (December 31, 2020: 100,000,000) shares of common stock, respectively. These together will exceed the authorized common share limit; however, majority of the warrants are unlikely to be exercised due to the depressed share price. Preferred Stock Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have pre-emptive rights. Any shares of preferred stock so issued would typically have priority over the common stock with respect to dividend or liquidation rights. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise. Series A Preferred Stock (“Series A Stock”) Dividends shall be declared and set aside for any shares of Series A Stock in the same manner and amount as for the Common Stock. Series A Stock, as a class, shall have voting rights equal to a multiple of 2X the number of shares of Common Stock issued and outstanding that are entitled to vote on any matter requiring shareholder approval. The Series A Stock holder shall not vote as a separate class but shall vote together with the common stock on all matters, including any amendment to increase or decrease the authorized capital stock. Upon the voluntary or involuntary dissolution, liquidation or winding up of the corporation, the assets of the Company available for distribution to its shareholders shall be distributed to the holders of common stock and the holders of the Series A Stock ratably without any preference to the holders of the Series A Stock. Shares of Series A Stock can be converted at any time into fully-paid and nonassessable shares of Common Stock at the rate of One Hundred (100) shares of Common Stock for each One (1) share of Series A Stock. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefore. Holders of common stock have no pre-emptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value. 2021 During the quarter ended March 31, 2021, the Company issued 175,099 shares of common stock to an individual on conversion of a convertible promissory note amounting to $2,648. In addition, 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company's subsidiary, Canary. These were recorded at fair value of $504, based on the market price of the Company's stock on the date of agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. During the quarter ended March 31, 2021, the Company sold 38,183,326 shares of common stock as consideration for private placements. These were recorded at fair value of $904,833, based on the cash proceeds received by the Company. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. As part of consideration for the private placement, the Company also agreed to issue warrants to purchase 38,183,326 shares of common stock. 2020 During the quarter ended December 31, 2019, the Company had found an error in issuing in the incorrect private placement and therefore had recorded a subscription receivable in the amount of $220,000 based on the cash proceeds of the private placement and this was offset by shares to be issued, therefore, a net zero effect on equity. During quarter ended March 31, 2020, the incorrect number of shares, 11,000,000, were cancelled. During the quarter ended March 31, 2020, 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at fair value of $193, based on the market price of the Company’s stock on the date of agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. During the quarter ended June 30, 2020, the Company issued 3,131,126 shares of common stock to individual on conversion of a convertible promissory note amounting to $40,770 (including principal balance and accrued interest). In addition, 5,208 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company's subsidiary, Canary. These were recorded at fair value of $42, based on the market price of the Company's stock on the date of agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. As explained in Note 8, during the quarter ended September 30, 2020, the Company issued 10,000,000 shares of common stock to a director of the company pursuant to Amendment to the Debt Purchase and Assignment Agreement (“Agreement”) with CLI. These were recorded at fair value of $130,000, based on the market price of the Company’s stock on the date of agreement. In addition, 26,040 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at fair value of $353, based on the market price of the Company’s stock on the date of agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. During the quarter ended December 31, 2020, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at fair value of $215, based on the market price of the Company’s stock on the date of agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid in capital once the shares are issued. Shares to be issued include the following: Shares Amount Description Services 115,000 $ 73,000 80,000 shares of common stock to be issued as compensation to advisers and consultants. These were recorded at fair value of $52,000, based on the market price of the Company’s stock on the date of issue. 35,000 to be issued as settlement of amount due for website development services amounting to $247,306. The fair value of the shares on the date of settlement was $21,000, resulting in gain on settlement amounting to $226,306 during year ended December 31, 2017. Private placements 38,886,765 $ 942,313 Consideration for private placements with the fair value based on cash proceeds received. Proper allocation between common stock and additional paid in capital of the amount received will be completed in the period when the shares are issued. During the period ended June 30, 2020, the Company found the allocation between shares to be issued and additional paid in capital was not performed correctly when the shares were issued for the past private placements. This has been corrected in this period and as a result of this reclassification, there was no impact on total equity. Settlement of CannaKorp's loans 930,240 $ 80,838 Refer Note 8 for details. Agreement with Serious Seeds 78,120 $ 1,307 As consideration for intellectual property rights granted by Smit. The fair value is based on the market price of the Company’s stock on the date of issue as per the agreement. 40,010,125 $ 1,097,458 Warrants As further explained in Note 14, the warrants (with exercise price in United States Dollar) were re-classified as liability as at December 31, 2019 and therefore have been revalued on each period end. The fair value of the warrants was measured on reporting dates using the Black-Scholes option pricing model using the following assumptions: As at As at As at As at As at March 31, 2021 December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Forfeiture rate 0% 0% 0% 0% 0% Stock price $0.025 $0.014 $0.011 $0.018 $0.010 Exercise price $0.023 to $0.250 $0.023 to $0.200 $0.023 to $0.200 $0.023 to $0.200 $0.023 to $0.200 Volatility 236% to 306% 238% to 293% 244% to 306% 215% to 298% 195% to 286% Risk free interest rate 0.16% to 2.48% 0.13% to 2.48% 0.13% to 2.48% 0.16% to 2.66% 0.23% to 2.66% Expected life (years) 0.01 to 1.93 0.15 to 1.93 0.01 to 1.93 0.01 to 2.12 0.24 to 2.37 Expected dividend rate 0% 0% 0% 0% 0% The fair value of the warrants, which were issued during the below quarters, were measured on issuance dates using the Black-Scholes option pricing model using the below assumptions. 2021 During quarter ended March 31, 2021 Forfeiture rate 0% Stock price $0.011 to $0.067 Exercise price $0.025 to $0.059 Volatility 306% Risk free interest rate 0.09% to 0.14% Expected life (years) 2 Expected dividend rate 0% Fair value of warrants $2,152,191 2020 During quarter During quarter During quarter During quarter ended ended ended ended December 31, September 30, June 30, March 31, 2020 2020 2020 2020 Forfeiture rate 0% 0% 0% 0% Stock price $0.012 to $0.014 $0.008 to $0.018 $0.008 $0.010 to $0.014 Exercise price $0.200 $0.037 to $0.200 $0.200 $0.150 to $0.200 Volatility 293% 295% to 753% 305% 312% Risk free interest rate 0.14% to 0.16% 0.11% to 0.27% 0.27% 1.61% Expected life (years) 2 2 to 5 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $545 $132,357 $177 $3,137 Breakdown of warrants outstanding as at March 31, 2021 and December 31, 2020 are details below: Remaining Remaining contractual life contractual life Warrants Warrants term as at term as at outstanding as at outstanding as at March 31, December 31, March 31, December 31, 2021 2020 2021 2020 (years) (years) Acquisition of CannaKorp — 7,211,213 N/A 0.16 Private placements 376,747,711 346,233,258 0.01 to 1.92 0.15 to 1.62 Settlement of CannaKorp loans — 930,240 N/A 0.24 Serious Seeds 466,672 416,671 0.77 to 1.93 1.01 to 1.26 CLI 10,000,000 10,100,002 4.37 4.62 Total 387,214,383 364,891,384 During three months ended March 31, 2021, 15,810,326 warrants expired (related to private placements, acquisition of CannaKorp and settlement of CannaKorp loans). |
Earnings (loss) Per Share
Earnings (loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings (loss) Per Share | |
Earnings (loss) Per Share | 12. Earnings (Loss) Per Share FASB ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Contingencies and commitments
Contingencies and commitments | 3 Months Ended |
Mar. 31, 2021 | |
Contingencies and commitments | |
Contingencies and commitments | 13. Contingencies and commitments Contingencies During the year ended December 31, 2019, a terminated employee of Canary has filed a lawsuit against the Company amounting to approximately $1,669,920 (CAD $2,100,000) in Ontario, Canada. Currently, the Company is defending its position and believes that the ultimate decision will be in favor of the Company. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no provision has been recognized. A complaint for damages in the amount of $150,000 was lodged against CannaKorp by the former Chief Financial Officer of the CannaKorp for outstanding professional fees. No claim has been registered and is working with management for a settlement. The Management are of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As at March 31, 2021, $188,865 has been recorded in the CannaKorp's payable based on past accruals and outstanding invoices. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. As explained in Note 1, on July 27, 2020 (“Effective Date”), the Company entered into a settlement agreement with cGreen, Inc., a Delaware corporation (“cGreen”). As consideration, the Company paid $130,000 within 30 days of the Effective Date and will pay $100,000 in monthly installments of $10,000 commencing in April 2021 to cGreen. During quarter ended March 31, 2021, the Company has paid its first installment. As at March 31, 2021, the outstanding balance is $90,000 of which $90,000 (December 31, 2020: $90,000) is current and $nil (December 31, 2020: $10,000) is non-current. In April 2020, an employee of Canary, who had previously resigned from the company, filed a claim that their bonus, that had been promised in their employment agreement was unpaid and had filled a claim with the Ministry of Labour in Ontario. While the Ministry of Labour deemed the bonus owed as a valid payment, the matter has since progressed to the Ontario Labour Relations Board (OLRB) in which the company is disputing this bonus due to several contractual factors that the company believes will allow this ruling to be overturned and revised in the company’s favor. During quarter ended March 31, 2021, the Company settled with the employee in the amount of $15,904 (CAD $20,000). A claim for damages in the amount of $1,481,302 (CAD $1,862,805) was lodged against Company and its directors by the former Chief Financial Officer of the Company for wrongful dismissal. The management are of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As at March 31, 2021, $11,684 has been recorded in the Target’s payable based on past accruals. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. During the year ended December 31, 2020, a claim for damages in the amount of $103,995 (CAD $130,778) was lodged against Canary by a vendor for breach of contract. The management are of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As at March 31, 2021, $109,857 (CAD $138,150) has been recorded in the Canary’s payable based on past accruals. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. Covid-19 Pandemic On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. This resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including the closure of certain non-essential businesses. During the period and year ended March 31, 2021 and December 31, 2020, respectively, the pandemic did not have a material impact on the Company’s operations. As at March 31, 2021 and December 31, 2020, the Company did not observe any material impairment of its assets or a significant change in the fair value of assets due to the COVID-19 pandemic. The Company has taken steps to minimize the potential impact of the pandemic including safety measures with respect to personal protective equipment, the reduction in travel and the implementation of a virtual office including regular video conference meetings and participation in virtual customer meetings and other virtual events. Due to the rapid developments and uncertainty surrounding COVID-19, it is not possible to predict the impact that COVID-19 will have on the Company’s business, balance sheet and operating results in the future. In addition, it is possible that estimates in the Company’s financial statements will change in the near term as a result of COVID-19 and the effect of any such changes could be material, which could result in, among other things, impairment of long-lived assets including goodwill. The Company is closely monitoring the impact of the pandemic on all aspects of its business. Commitments As per the Distribution, Collaboration and Licensing Agreement (“ Agreement ”) entered with Serious Seeds B.V. (“Serious Seeds”), effective December 6, 2018, the Company will issue to Serious Seeds B.V. each month 5,208 shares of common stock, beginning on the thirteen (13th) month following the effective date of the Agreement and continuing through the sixtieth (60th) month of the initial term. Furthermore, Serious Seeds will be issued warrants in each of the foregoing months to purchase 16,667 shares of Target common stock at varying exercise prices ranging from $0.20 to $0.35 per share. All of the warrants must be exercised on or before the two (2) year anniversary date of each of the warrant issuance dates. As at March 31, 2021, none of the above shares have been issued. In consideration of the Company’s appointment as Serious’ exclusive distributor in Canada, the Company will pay Serious certain royalties as follows: 1 st year: 2.00% of gross sales 2 nd year: 2.25% of gross sales 3 rd year: 2.50% of gross sales 4 th year: 2.75% of gross sales 5 th and following years: 3.00% of gross sales |
Restatement
Restatement | 3 Months Ended |
Mar. 31, 2021 | |
Restatement | |
Restatement | 14. Restatement During quarter ended March 31, 2020, the Company identified that due to the change in functional currency of the Company from United States Dollar to Canadian Dollar during year ended December 31, 2019, the outstanding warrants as at December 31, 2019 no longer meet the scope exception of ASC 815 and therefore, should not be considered indexed to its own stock and as a result, these warrants should be re-classified from additional paid-in-capital to liability as at December 31, 2019. As a result of this restatement, the following line items were restated in the comparative balance sheet as at December 31, 2019: Balance as previously Restated reported Adjustments balance $ $ $ Warrant liability — 6,146,116 6,146,116 Total liability 6,529,359 6,146,116 12,675,475 Additional paid-in capital 29,846,004 (6,146,116) 23,699,888 Total equity 9,935,137 (6,146,116) 3,789,021 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events The Company’s management has evaluated subsequent events up to May 7, 2021, the date the unaudited condensed consolidated interim financial statements were issued, pursuant to the requirements of ASC 855 and has determined the below material subsequent event to report: During April 2021, the Company paid the outstanding settled amount of $27,500, disclosed as deferred revenue on unaudited condensed consolidated interim balance sheet, to a distributor to release the inventory to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. The unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2021 or for any other interim period. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto as of and for the year ended December 31, 2020. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Visava Inc. and CannaKorp, Inc. Significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated interim financial statements in conformity with US 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 date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals. Actual results could materially differ from those estimates. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, cost being determined on a weighted average cost basis, and market being determined as the lower of cost or net realizable value. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. The cost is determined on the basis of the average cost or first-in, first-out methods. |
Fixed Assets | Fixed Assets Fixed assets are reported at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets, commencing when the assets become available for productive use, based on the following estimated useful lives: Depreciation is calculated using the following terms and methods: Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the profit or loss in the period the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date, and adjusted prospectively, if appropriate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed consolidated interim financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed consolidated interim financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. · Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash, accounts payable, and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The derivative liabilities of the promissory convertible notes and warrant liabilities are valued Level 3, refer to Note 11 for further details. |
Revenue recognition | Revenue recognition The Company adopted ASC 606 effective January 1, 2019, using the modified retrospective method after electing to delay the adoption of the accounting standard as the Company qualified as an “emerging growth company”. Since the Company did not have any contracts as of the effective day, therefore, there was no material impact on the unaudited condensed consolidation interim financial statements upon adoption of the new standard. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell our finished products to our customers, wholesalers, distributors or retailers. Control of the finished products is transferred upon shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. The Company did not generate any revenue during three months ended March 31, 2021 as compared to $30,000 revenue during comparable period ended March 31, 2020. The revenue represented the sale of Wisp™ vaporizer and pod units. Since the customer had received the units and there are no further obligations as per the agreement, revenue was recognized. In addition, Canary generated revenue of $197,607 (though its investment in JVCo) during the quarter ended March 31, 2021 (quarter ended December 31, 2020: $108,930) and is represented as share of losses from joint venture on the unaudited condensed consolidated interim statement of operations. The revenue was concentrated to three customers (2020: one). The revenue represents the sale of cannabis product. Since the customer have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 6 for additional details. Deferred revenue is due to a shipment sent to one of the Company’s distributors. However, since control has not been transferred and the performance obligation has not been completed, revenue has not been recognized and proceeds received are classified as deferred revenue. During the quarter ended March 31, 2021, the Company was able to settle the payment for $27,500 leading to a gain of $15,219. The settlement amount was paid subsequent to the quarter in April 2021. |
Equity Method Investments | Equity Method Investments The Company uses the equity method of accounting for investments when the Company has the ability to significantly influence, but not control, the operations or financial activities of the investee. As part of this evaluation, the Company considers the participating and protective rights in the venture as well as its legal form. The Company records the equity method investments at cost and subsequently adjust their carrying amount each period for the Company’s share of the earnings or losses of the investee and other adjustments required by the equity method of accounting. Distributions received from the equity method investments are recorded as reductions in the carrying value of such investments and are classified on the unaudited condensed consolidated interim statements of cash flows pursuant to the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed the cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities. The Company monitors equity method investments for impairment and record reductions in their carrying values if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of an investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company has recorded impairment losses related to our equity method investments of $nil during the three months ended March 31, 2021 and 2020. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company qualifies as an “emerging growth company” (EGC) under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, management can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The management has elected to take advantage of the benefits of this extended transition period. In August 2018, the FASB issued ASU 2018‑13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (for "emerging growth company" beginning after December 15, 2020). The Company has adopted this standard effective from January 1, 2021 and the adoption of this standard did not have any significant impact on the unaudited condensed consolidated interim financial statements. The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021 with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company will be evaluating the impact this standard will have on the Company’s unaudited condensed consolidated interim financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of property, plant and equipment useful life | Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fixed Assets | |
Schedule of fixed assets | Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,128,362 773,005 43,673 7,234,833 9,179,873 Accumulated depreciation (60,629) (668,828) (41,685) (396,565) (1,167,707) 1,067,733 104,177 1,988 6,838,268 8,012,166 |
Joint Venture (Tables)
Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Joint Venture | |
Summarizes the activity of the period of JVCo | Period ended March 31, 2021 2020 CAD $ USD $ CAD $ USD $ Sales 248,500 197,607 — — Eligible recoverable expenses 675,991 537,548 — — Recoverable amount 677,125 538,450 — — Loss on equity (14,305) (11,300) — — |
Summary of position of the JVCo | As at March 31, 2021 2020 CAD $ USD $ CAD $ USD $ Assets 1,723,207 1,370,294 — — Liabilities 2,418,351 1,923,073 — — Equity (695,144) (552,779) — — |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of March 1, 2019 was as follows: Allocation of Purchase Price $ Cash 18,961 Accounts Receivable 2,068 Inventory 326,595 Prepaid and other receivables 89,585 Property and equipment, net 88,129 Total assets 525,338 Accounts payable (1,365,790) Accrued expenses and other current liabilities (286,435) Deferred revenue (128,158) Payable to related parties (753,738) Total liabilities (2,534,121) Net liabilities (2,008,783) Goodwill 6,071,627 Total net assets acquired 4,062,844 This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of August 2, 2018 was as follows: Allocation of Purchase Price $ Prepaid and other receivables 15,368 Sales tax recoverable 133,614 Furniture and equipment 897 Capital work in progress 898,422 Total assets 1,048,301 Bank overdraft (63,693) Accounts payable (1,158,164) Payable to related parties (101,797) Total liabilities (1,323,654) Net liabilities (275,353) Goodwill 3,594,195 Total net assets acquired 3,318,842 |
Schedule of Business Acquisitions, by Acquisition | The purchase consideration of 30,407,412 shares and 7,211,213 warrants of the Company’s common stock valued as detailed below: $ Number of Common Stock 30,407,712 Market price on the date of issuance 0.108 Fair value of Common Stock 3,284,033 $ Number of warrants 7,211,213 Fair value price per warrant 0.108 Fair value of warrant 778,811 Fair value of Common Stock 3,284,033 Fair value of warrant 778,811 Purchase consideration 4,062,844 $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions and Balances | |
Summary of repayment schedule of the minimum principal payments | The repayment schedule of the minimum principal payments is shown below: 2021 $ 1,039,648 2022 $ 1,693,447 2023 $ 2,269,022 2024 $ 2,174,767 2025 $ 1,252,236 Total $ 8,429,120 Current portion $ (1,366,058) Non-current portion $ 7,063,062 |
Operating Lease Right-Of-Use _2
Operating Lease Right-Of-Use Assets and Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Schedule of maturities of lease liabilities | 2021 $ 261,424 2022 352,175 2023 351,874 2024 347,545 Thereafter 1,913,533 Total lease payments 3,226,551 Less imputed interest (1,519,544) Present value of lease liabilities 1,707,007 Current portion (88,465) Non-current portion $ 1,618,542 |
Schedule of reconciliation of net operating lease | Below is the reconciliation of the net operating lease presented on the unaudited condensed consolidated interim statement of operations: For the three months ended March 31, 2021 $ Gross operating lease expense 68,058 Gross rent and utilities expenses 150,525 Recoverable expenses from JVCo related to rent and utilities (231,628) (13,045) |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Promissory Notes | |
Schedule of fair value of the derivative liability | The Company recorded and fair valued the derivative liability as follows: Derivative Conversions / Derivative liability as at Redemption liability as at December 31, during the Change due to Fair value March 31, 2020 period Issuances adjustment 2021 $ $ $ $ $ Note D 1,066 — — 1,301 2,367 Note F 7,864 — — 10,364 18,228 Note G 2,857 — — 3,765 6,622 Note K 281 (227) — (54) 0 12,068 (227) — 15,376 27,217 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity | |
Schedule of shares to be issued | Shares to be issued include the following: Shares Amount Description Services 115,000 $ 73,000 80,000 shares of common stock to be issued as compensation to advisers and consultants. These were recorded at fair value of $52,000, based on the market price of the Company’s stock on the date of issue. 35,000 to be issued as settlement of amount due for website development services amounting to $247,306. The fair value of the shares on the date of settlement was $21,000, resulting in gain on settlement amounting to $226,306 during year ended December 31, 2017. Private placements 38,886,765 $ 942,313 Consideration for private placements with the fair value based on cash proceeds received. Proper allocation between common stock and additional paid in capital of the amount received will be completed in the period when the shares are issued. During the period ended June 30, 2020, the Company found the allocation between shares to be issued and additional paid in capital was not performed correctly when the shares were issued for the past private placements. This has been corrected in this period and as a result of this reclassification, there was no impact on total equity. Settlement of CannaKorp's loans 930,240 $ 80,838 Refer Note 8 for details. Agreement with Serious Seeds 78,120 $ 1,307 As consideration for intellectual property rights granted by Smit. The fair value is based on the market price of the Company’s stock on the date of issue as per the agreement. 40,010,125 $ 1,097,458 |
Schedule of stockholders' equity note warrants or rights | As further explained in Note 14, the warrants (with exercise price in United States Dollar) were re-classified as liability as at December 31, 2019 and therefore have been revalued on each period end. The fair value of the warrants was measured on reporting dates using the Black-Scholes option pricing model using the following assumptions: As at As at As at As at As at March 31, 2021 December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Forfeiture rate 0% 0% 0% 0% 0% Stock price $0.025 $0.014 $0.011 $0.018 $0.010 Exercise price $0.023 to $0.250 $0.023 to $0.200 $0.023 to $0.200 $0.023 to $0.200 $0.023 to $0.200 Volatility 236% to 306% 238% to 293% 244% to 306% 215% to 298% 195% to 286% Risk free interest rate 0.16% to 2.48% 0.13% to 2.48% 0.13% to 2.48% 0.16% to 2.66% 0.23% to 2.66% Expected life (years) 0.01 to 1.93 0.15 to 1.93 0.01 to 1.93 0.01 to 2.12 0.24 to 2.37 Expected dividend rate 0% 0% 0% 0% 0% The fair value of the warrants, which were issued during the below quarters, were measured on issuance dates using the Black-Scholes option pricing model using the below assumptions. 2021 During quarter ended March 31, 2021 Forfeiture rate 0% Stock price $0.011 to $0.067 Exercise price $0.025 to $0.059 Volatility 306% Risk free interest rate 0.09% to 0.14% Expected life (years) 2 Expected dividend rate 0% Fair value of warrants $2,152,191 2020 During quarter During quarter During quarter During quarter ended ended ended ended December 31, September 30, June 30, March 31, 2020 2020 2020 2020 Forfeiture rate 0% 0% 0% 0% Stock price $0.012 to $0.014 $0.008 to $0.018 $0.008 $0.010 to $0.014 Exercise price $0.200 $0.037 to $0.200 $0.200 $0.150 to $0.200 Volatility 293% 295% to 753% 305% 312% Risk free interest rate 0.14% to 0.16% 0.11% to 0.27% 0.27% 1.61% Expected life (years) 2 2 to 5 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $545 $132,357 $177 $3,137 Breakdown of warrants outstanding as at March 31, 2021 and December 31, 2020 are details below: Remaining Remaining contractual life contractual life Warrants Warrants term as at term as at outstanding as at outstanding as at March 31, December 31, March 31, December 31, 2021 2020 2021 2020 (years) (years) Acquisition of CannaKorp — 7,211,213 N/A 0.16 Private placements 376,747,711 346,233,258 0.01 to 1.92 0.15 to 1.62 Settlement of CannaKorp loans — 930,240 N/A 0.24 Serious Seeds 466,672 416,671 0.77 to 1.93 1.01 to 1.26 CLI 10,000,000 10,100,002 4.37 4.62 Total 387,214,383 364,891,384 During three months ended March 31, 2021, 15,810,326 warrants expired (related to private placements, acquisition of CannaKorp and settlement of CannaKorp loans). |
Contingencies and commitments (
Contingencies and commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Contingencies and commitments | |
Schedule of royalties payable | In consideration of the Company’s appointment as Serious’ exclusive distributor in Canada, the Company will pay Serious certain royalties as follows: 1 st year: 2.00% of gross sales 2 nd year: 2.25% of gross sales 3 rd year: 2.50% of gross sales 4 th year: 2.75% of gross sales 5 th and following years: 3.00% of gross sales |
Restatement (Tables)
Restatement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restatement | |
Schedule of line items restated in the comparative balance sheet | As a result of this restatement, the following line items were restated in the comparative balance sheet as at December 31, 2019: Balance as previously Restated reported Adjustments balance $ $ $ Warrant liability — 6,146,116 6,146,116 Total liability 6,529,359 6,146,116 12,675,475 Additional paid-in capital 29,846,004 (6,146,116) 23,699,888 Total equity 9,935,137 (6,146,116) 3,789,021 |
Organization, Nature of Busin_2
Organization, Nature of Business, Going Concern and Management Plans (Details) | Aug. 14, 2020CAD ($)shares | Aug. 14, 2020USD ($)shares | Jul. 27, 2020USD ($)shares | Jun. 15, 2020USD ($) | Sep. 17, 2019USD ($)item | Aug. 08, 2019USD ($)shares | Jan. 25, 2019$ / sharesshares | Mar. 31, 2021CAD ($)ft²shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)ft²$ / shares | Jun. 30, 2020$ / shares | Dec. 20, 2019 | May 01, 2019ft² | Jun. 27, 2018$ / sharesshares | Sep. 30, 2017ft² |
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Area of Land | ft² | 44,000 | 44,000 | 44,000 | 44,000 | |||||||||||||||
Warrants exercised during the period | shares | 0 | 0 | 0 | ||||||||||||||||
Warrants Purchase | shares | 7,211,213 | 7,211,213 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Share Price | $ / shares | $ 0.008 | ||||||||||||||||||
Settlement payable - Current portion | $ 90,000 | $ 90,000 | $ 90,000 | ||||||||||||||||
Settlement Liabilities Non Current | 10,000 | 10,000 | 0 | ||||||||||||||||
Principal balance | 3,128 | 3,128 | 480 | ||||||||||||||||
Other Receivables | 78,540 | 78,540 | $ 3,976 | ||||||||||||||||
Interest rate | 43.00% | 43.00% | 16.00% | ||||||||||||||||
Debt issuance cost | $ 251,518 | $ 13,251 | $ 0 | ||||||||||||||||
Working Capital Deficit | $ 4,706,790 | ||||||||||||||||||
Accumulated deficit | (26,536,495) | (26,536,495) | (29,226,803) | ||||||||||||||||
Purchase, Licensing and Distribution Agreement | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Term of agreement | 3 years | ||||||||||||||||||
Automatic Renewal Term | 1 year | ||||||||||||||||||
Minimum quarterly orders of WISP Vaporizers | item | 200 | ||||||||||||||||||
Minimum quarterly orders of WISP Pods cartridges | item | 5,000 | ||||||||||||||||||
CL Investors Inc. | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt issued | $ 2,900,000 | 2,306,080 | |||||||||||||||||
Principal balance | 10,600,000 | 8,429,120 | |||||||||||||||||
Other Receivables | 5,000 | $ 3,976 | |||||||||||||||||
CL Investors Inc. | Amended agreement | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Shares and warrant issued for acquisition of subsidiary (in shares) | shares | 10,000,000 | 10,000,000 | |||||||||||||||||
Debt issuance cost | $ 251,518 | ||||||||||||||||||
Rubin Schindermann | CL Investors Inc. | Amended agreement | Series A preferred stock | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,000,000 | 10,000,000 | |||||||||||||||||
Number of shares sold | shares | 500,000 | 500,000 | |||||||||||||||||
Consideration for the shares sold | $ 100,000 | $ 79,520 | |||||||||||||||||
Over the Counter [Member] | CannaKorp ShareHolders [Member] | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Effective Date Of Share Exchange Agreement | Jan. 25, 2019 | ||||||||||||||||||
Common Stock, Shares, Issued | shares | 30,407,412 | ||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.10 | ||||||||||||||||||
Visava Inc [Member] | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,000,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.10 | ||||||||||||||||||
CannaKorp [Member] | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||||||||||||
Canary | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Revenue through investment in a joint venture | $ 248,500 | $ 197,607 | |||||||||||||||||
Interest rate | 5.00% | 5.00% | |||||||||||||||||
Debt term | 60 months | 60 months | |||||||||||||||||
Canary | CL Investors Inc. | First year of the term | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 1,130,000 | $ 898,576 | |||||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50.00% | 50.00% | |||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | |||||||||||||||||
Canary | CL Investors Inc. | Second year of the term | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 2,100,000 | $ 1,669,920 | |||||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50.00% | 50.00% | |||||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | |||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | |||||||||||||||||
Canary | CL Investors Inc. | Third year of the term | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 3,220,000 | $ 2,560,544 | |||||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50.00% | 50.00% | |||||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | |||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | |||||||||||||||||
Canary | CL Investors Inc. | Fourth year of the term | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 3,080,000 | $ 2,449,216 | |||||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50.00% | 50.00% | |||||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | |||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | |||||||||||||||||
Canary | CL Investors Inc. | Fifth year of the term | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | |||||||||||||||||
Debt instrument, threshold period for payment of balance amount by the end of the fifth year | 5 days | 5 days | |||||||||||||||||
Thrive Cannabis | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Revenue through investment in a joint venture | $ 197,607 | 108,930 | 108,930 | ||||||||||||||||
Visava and Canary | CL Investors Inc. | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Percentage of issued and outstanding capital to be transferred in lieu of repayment of debt | 75.00% | 75.00% | |||||||||||||||||
Percentage Of issued and outstanding capital, option granted to acquire | 25.00% | 25.00% | |||||||||||||||||
Visava Inc [Member] | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,500,000 | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 46.27% | ||||||||||||||||||
Cgreen Inc | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Term Of License | 10 years 4 months 24 days | ||||||||||||||||||
Stock Issuable As Consideration For Agreement | shares | 10,000,000 | ||||||||||||||||||
Percentage of Royalties On Net Sales | 7.00% | ||||||||||||||||||
Percentage of Royalties On All Subleasing Revenues | 7.00% | ||||||||||||||||||
Shares not issued | shares | 10,000,000 | ||||||||||||||||||
Outstanding royalty payable | $ 1,191,860 | ||||||||||||||||||
Settlement amount | $ 100,000 | ||||||||||||||||||
Settlement period | 30 days | ||||||||||||||||||
Monthly Installment of Settlement amount | $ 10,000 | ||||||||||||||||||
Settlement payable | $ 90,000 | ||||||||||||||||||
Settlement payable - Current portion | 90,000 | 90,000 | $ 90,000 | ||||||||||||||||
Settlement Liabilities Non Current | $ 10,000 | $ 10,000 | |||||||||||||||||
Gain on settlement | 1,704,860 | ||||||||||||||||||
Cgreen Inc | Within ten (10) days of the effective date | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,500,000 | ||||||||||||||||||
Advance Royalties | $ 300,000 | ||||||||||||||||||
Cgreen Inc | on January 10, 2020 | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,500,000 | ||||||||||||||||||
Advance Royalties | $ 300,000 | ||||||||||||||||||
Cgreen Inc | Not later than June 10, 2020 | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,000,000 | ||||||||||||||||||
Advance Royalties | $ 400,000 | ||||||||||||||||||
Cgreen Inc | Not later than November 10, 2020 | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Advance Royalties | $ 500,000 | ||||||||||||||||||
Cgreen Inc | Within thirthy (30) days of the effective date | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Settlement amount | $ 130,000 | ||||||||||||||||||
Nabis Holding | CannaKorp [Member] | Purchase, Licensing and Distribution Agreement | |||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans [Line Items] | |||||||||||||||||||
Payments to be made for equipment | $ 45,000 | ||||||||||||||||||
Amount to be paid in three calendar days of obtaining regulatory approval | $ 4,500 | ||||||||||||||||||
Calendar days of obtaining regulatory approval in which the first payment to be made | 3 days | ||||||||||||||||||
Amount to be paid within 180 days of the effective date of the Agreement | $ 40,500 | ||||||||||||||||||
Calendar days within 180 days of the effective date of the Agreement in which the balance payment to be made | 180 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($)item | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | ||||
Revenue | $ 0 | $ 30,000 | ||
Settlement of deferred revenue | 27,500 | |||
Gain from settlement of deferred revenue | 15,219 | |||
Impairment loss on equity method investments | 0 | 0 | ||
Thrive Cannabis | ||||
Summary of Significant Accounting Policies | ||||
Revenue through investment in a joint venture | $ 197,607 | $ 108,930 | $ 108,930 | |
Number of customer to whom entire revenue is sold | item | 3 | 1 | ||
Membership Fees | ||||
Summary of Significant Accounting Policies | ||||
Revenue | $ 0 | $ 30,000 | ||
Furniture and Office Equipment [Member] | ||||
FIXED ASSETS AND CAPITAL WORK IN PROGRESS | ||||
Estimated useful life | 7 years | |||
Machinery & Equipment | Maximum | ||||
FIXED ASSETS AND CAPITAL WORK IN PROGRESS | ||||
Estimated useful life | 5 years | |||
Machinery & Equipment | Minimum | ||||
FIXED ASSETS AND CAPITAL WORK IN PROGRESS | ||||
Estimated useful life | 3 years | |||
Software | ||||
FIXED ASSETS AND CAPITAL WORK IN PROGRESS | ||||
Estimated useful life | 3 years |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory | ||
Inventory, Net | $ 99,000 | $ 99,000 |
Inventory Pledged as Collateral | $ 99,000 | $ 99,000 |
Sales Tax Recoverable (Details)
Sales Tax Recoverable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Sales tax recoverable, gross | $ 90,494 | $ 75,462 |
Allowance on value added tax recoverable | 24,616 | 19,924 |
Gross Sales | ||
Sales tax recoverable, gross | $ 115,110 | $ 95,386 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | $ 9,179,873 | |
Accumulated depreciation | (1,167,707) | |
Fixed assets, net | 8,012,166 | $ 7,793,997 |
Furniture & fixture | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 1,128,362 | |
Accumulated depreciation | (60,629) | |
Fixed assets, net | 1,067,733 | |
Machinery & Equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 773,005 | |
Accumulated depreciation | (668,828) | |
Fixed assets, net | 104,177 | |
Software | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 43,673 | |
Accumulated depreciation | (41,685) | |
Fixed assets, net | 1,988 | |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 7,234,833 | |
Accumulated depreciation | (396,565) | |
Fixed assets, net | $ 6,838,268 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021USD ($)ft² | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | May 01, 2019ft² | Sep. 30, 2017ft² | |
Area of Land | ft² | 44,000 | 44,000 | 44,000 | ||
Depreciation expense | $ 0 | ||||
CannaKorp Inc [Member] | |||||
Depreciation expense | $ 13,791 | $ 21,989 | |||
Canary | |||||
Depreciation expense | $ 228,004 | $ 0 |
Joint Venture (Details)
Joint Venture (Details) | 3 Months Ended | ||||
Mar. 31, 2021CAD ($)customer | Mar. 31, 2021USD ($)customer | Mar. 31, 2020customer | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Joint Venture, JVCo | |||||
Loans advanced amounts | $ | $ 279,165 | $ 271,184 | |||
Number of customers to whom revenue was sold | customer | 3 | 3 | 0 | ||
Canary | |||||
Joint Venture, JVCo | |||||
Maximum amount of loan | $ 1,200,000 | 954,240 | |||
Interest rate (as a percent) | 7.00% | 7.00% | |||
Term of the loan | 12 months | 12 months | |||
Loans advanced amounts | $ 335,000 | 266,392 | |||
Interest income | 5,782 | $ 4,598 | |||
Interest Receivable | $ 16,063 | $ 12,773 | |||
Thrive Cannabis | |||||
Joint Venture, JVCo | |||||
Portion of outstanding balance of the loan guaranteed (as a percent) | 50.00% | 50.00% | |||
Share-based Payment Arrangement, Tranche One [Member] | Canary | |||||
Joint Venture, JVCo | |||||
Interest rate (as a percent) | 60.00% | 60.00% | |||
Share-based Payment Arrangement, Tranche One [Member] | Thrive Cannabis | |||||
Joint Venture, JVCo | |||||
Interest rate (as a percent) | 40.00% | 40.00% | |||
Share-based Payment Arrangement, Tranche Two [Member] | Canary | |||||
Joint Venture, JVCo | |||||
Interest rate (as a percent) | 57.50% | 57.50% | |||
Share-based Payment Arrangement, Tranche Two [Member] | Thrive Cannabis | |||||
Joint Venture, JVCo | |||||
Interest rate (as a percent) | 42.50% | 42.50% |
Joint Venture - Summarizes the
Joint Venture - Summarizes the activity of the period of JVCo (Details) - 3 months ended Mar. 31, 2021 - Canary | CAD ($) | USD ($) | USD ($) |
Joint Venture, JVCo | |||
Sales | $ 248,500 | $ 197,607 | |
Eligible recoverable expenses | 675,991 | $ 537,548 | |
Recoverable amount | 677,125 | $ 538,450 | |
Loss on equity | $ (14,305) | $ (11,300) |
Joint Venture - Summary of posi
Joint Venture - Summary of position of the JVCo (Details) - Mar. 31, 2021 | CAD ($) | USD ($) |
Accounting Standards Update 2018-12 [Abstract] | ||
Assets | $ 1,723,207 | $ 1,370,294 |
Liabilities | 2,418,351 | 1,923,073 |
Equity | $ (695,144) | $ (552,779) |
Goodwill (Details)
Goodwill (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 01, 2019 | Aug. 02, 2018 |
Goodwill | ||||
Cash | $ 18,961 | |||
Accounts Receivable | 2,068 | |||
Inventory | 326,595 | |||
Prepaid and other receivables | 89,585 | $ 15,368 | ||
Property and equipment, net | 88,129 | |||
Sales tax recoverable | 133,614 | |||
Furniture and equipment | 897 | |||
Capital work in progress | 898,422 | |||
Total assets | 525,338 | 1,048,301 | ||
Accounts payable | (1,365,790) | (1,158,164) | ||
Accrued expenses and other current liabilities | (286,435) | |||
Deferred revenue | (128,158) | |||
Payable to related parties | (753,738) | (101,797) | ||
Bank overdraft | (63,693) | |||
Total liabilities | (2,534,121) | (1,323,654) | ||
Net liabilities | (2,008,783) | (275,353) | ||
Goodwill. | $ 3,712,112 | $ 3,666,364 | 6,071,627 | 3,594,195 |
Total net assets acquired | $ 4,062,844 | $ 3,318,842 |
Goodwill - Purchase considerati
Goodwill - Purchase consideration (Details) - USD ($) | Mar. 01, 2019 | Aug. 02, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Goodwill [Line Items] | |||||||
Fair value of common stock | $ 2,152,191 | $ 545 | $ 132,357 | $ 177 | $ 3,137 | ||
Purchase consideration | $ 4,062,844 | $ 3,318,842 | |||||
Common Stock [Member] | |||||||
Goodwill [Line Items] | |||||||
Number of Shares | 30,407,712 | 25,500,000 | |||||
Share Price | $ 0.108 | $ 0.0670 | |||||
Fair value of common stock | $ 3,284,033 | $ 1,695,750 | |||||
Warrant [Member] | |||||||
Goodwill [Line Items] | |||||||
Number of Shares | 7,211,213 | 25,000,000 | |||||
Share Price | $ 0.108 | $ 0.0650 | |||||
Fair value of warrant | $ 778,811 | $ 1,623,092 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | Mar. 01, 2019 | Aug. 02, 2018 | Jun. 27, 2018 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Warrants Purchase | 7,211,213 | ||||||||
Warrants exercised during the period | 0 | 0 | |||||||
Fair Value Assumptions Term | 2 years | 2 years | 2 years | ||||||
Goodwill. | $ 6,071,627 | $ 3,594,195 | $ 3,712,112 | $ 3,666,364 | |||||
Class of Warrant or Right, Outstanding | 387,214,383 | 364,891,384 | |||||||
Minimum | |||||||||
Fair Value Assumptions Term | 2 years | 2 years | |||||||
Maximum | |||||||||
Fair Value Assumptions Term | 5 years | ||||||||
Canary | |||||||||
Business Acquisition Equity Interest Issuable Percentage | 46.27% | ||||||||
Canary | Common Stock Purchase Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||||||||
Warrant Term | 2 years | ||||||||
Measurement Input Forfeiture Rate [Member] | |||||||||
Fair Value Assumptions Rate | 0.00% | 0.00% | |||||||
Measurement Input, Share Price [Member] | |||||||||
Shares Issued, Price Per Share | $ 0.108 | $ 0.067 | |||||||
Measurement Input, Exercise Price [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||||||||
Measurement Input, Exercise Price [Member] | Minimum | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.13 | ||||||||
Measurement Input, Exercise Price [Member] | Maximum | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | ||||||||
Measurement Input, Price Volatility [Member] | |||||||||
Fair Value Assumptions Rate | 635.49% | 329.00% | |||||||
Risk free interest rate | |||||||||
Fair Value Assumptions Rate | 2.55% | 2.66% | |||||||
Measurement Input, Expected Term [Member] | |||||||||
Fair Value Assumptions Term | 2 years | 2 years | |||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Fair Value Assumptions Price | 0.00% | 0.00% | |||||||
CannaKorp Inc [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||
Goodwill, Period Increase (Decrease) | $ 369,315 | ||||||||
Goodwill. | $ 6,071,627 | $ 4,585,702 | |||||||
Goodwill, Impairment Loss | $ 1,485,925 | ||||||||
CannaKorp Inc [Member] | Common Stock Purchase Warrants [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 30,407,412 | 30,407,412 | |||||||
Warrants Purchase | 7,211,213 | ||||||||
Class of Warrant or Right, Outstanding | 7,211,213 | ||||||||
Shares Issued, Price Per Share | $ 0.10 | ||||||||
Visava Inc [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||||||
Class of Warrant or Right, Outstanding | 25,000,000 | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||||
Shares Issued, Price Per Share | $ 0.10 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 25,500,000 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) | Aug. 14, 2020CAD ($)shares | Aug. 14, 2020USD ($)shares | Jun. 15, 2020CAD ($)shares | Jun. 15, 2020USD ($)shares | Apr. 20, 2020USD ($) | Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($)shares | Mar. 31, 2020CAD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020CAD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 15, 2020USD ($) | Mar. 31, 2020USD ($)shares | Dec. 20, 2019CAD ($) | Dec. 20, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Management service fee | $ 77,943 | $ 83,239 | ||||||||||||||||||
Principal balance | $ 480 | $ 3,128 | ||||||||||||||||||
Fair value of warrants | $ 132,357 | $ 2,152,191 | 545 | $ 177 | $ 3,137 | |||||||||||||||
Annual Interest Rate | 43.00% | 43.00% | 16.00% | 16.00% | ||||||||||||||||
Debt issuance cost | $ 251,518 | 13,251 | 0 | |||||||||||||||||
Outstanding balance of debt issuance costs | $ 233,139 | |||||||||||||||||||
Debt issuance costs, Current | 53,357 | |||||||||||||||||||
Debt issuance costs, Non current | $ 179,782 | |||||||||||||||||||
Maximum borrowing capacity of loan | $ 1,000,000 | $ 1,000,000 | $ 795,200 | |||||||||||||||||
Amount of increase in the loan | $ 1,000,000 | $ 795,200 | ||||||||||||||||||
Percentage of additional loan fee | 10.00% | 10.00% | ||||||||||||||||||
Loan outstanding balance | $ 2,000,000 | $ 1,590,400 | ||||||||||||||||||
Interest expense on loan | $ 146,121 | 116,195 | ||||||||||||||||||
Accrued interest Expense | $ 396,002 | 314,901 | ||||||||||||||||||
Proceeds from loans from related parties | 0 | 670,044 | ||||||||||||||||||
CannaKorp [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loss on loan settlement | $ 136,498 | |||||||||||||||||||
Related Party late payment penalties amount | 25,000 | 25,000 | ||||||||||||||||||
Loan settlement amount | 817,876 | |||||||||||||||||||
Payment of consideration in cash | $ 954,374 | |||||||||||||||||||
Shares issued for settlement | shares | 920,240 | |||||||||||||||||||
Warrants issued for settlement | shares | 920,240 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.15 | |||||||||||||||||||
Outstanding balance of loan | $ 65,000 | 65,000 | 65,000 | $ 65,000 | ||||||||||||||||
Related Party late payment penalties amount | 25,000 | $ 25,000 | ||||||||||||||||||
Interest and Bank Charges Member | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Interest expense on loan | $ 132,500 | 104,662 | ||||||||||||||||||
Management Services [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Amounts due to related parties | 10,121,537 | 9,934,960 | ||||||||||||||||||
Promissory notes issued to a shareholder | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Principal balance | $ 236,993 | |||||||||||||||||||
Annual Interest Rate | 12.00% | |||||||||||||||||||
Original issue discount | $ 15,300 | |||||||||||||||||||
Proceeds from loans from related parties | $ 221,693 | |||||||||||||||||||
Payable balance | 251,213 | |||||||||||||||||||
Former CEO, President, CFO and Other Current Key Officers | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Management service fee | 77,943 | 83,239 | ||||||||||||||||||
Former CFO And Other Current Key Officers [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Outstanding management service fee | $ 270,155 | 217,359 | ||||||||||||||||||
Number of shares issued | shares | 0 | 0 | 0 | 0 | ||||||||||||||||
Randal MacLeod [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Labor and Related Expense | 0 | $ 54,307 | ||||||||||||||||||
Outstanding Value, Related Party | $ 0 | $ 0 | ||||||||||||||||||
GTA Angel Group [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Amounts due to related parties | 26,957 | |||||||||||||||||||
Purchase goods, value | 0 | |||||||||||||||||||
BaK Consulting [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Amounts due to related parties | 0 | |||||||||||||||||||
Purchase goods, value | $ 0 | |||||||||||||||||||
CL Investors Inc [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Fair value of warrants | $ 130,000 | |||||||||||||||||||
Due to related parties | $ 334,194 | 265,751 | ||||||||||||||||||
Due from Related Parties | $ 5,000 | $ 3,976 | ||||||||||||||||||
CL Investors Inc [Member] | Debt Purchase and Assignment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt issued | $ 2,900,000 | $ 2,306,080 | ||||||||||||||||||
Principal balance | $ 10,600,000 | $ 8,429,120 | ||||||||||||||||||
CL Investors Inc [Member] | Amended Debt Purchase and Assignment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Annual Interest Rate | 5.00% | 5.00% | ||||||||||||||||||
Shares and warrant issued for acquisition of subsidiary (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
CL Investors Inc [Member] | Visava Inc [Member] | Amended Debt Purchase and Assignment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Percentage of issued and outstanding capital to be transferred in lieu of repayment of debt | 75.00% | 75.00% | ||||||||||||||||||
CL Investors Inc [Member] | Visava and Canary | Amended Debt Purchase and Assignment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Percentage Of issued and outstanding capital, option granted to acquire | 25.00% | |||||||||||||||||||
CL Investors Inc [Member] | Rubin Schindermann | Series A preferred stock | Amended Debt Purchase and Assignment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of shares sold | shares | 500,000 | 500,000 | ||||||||||||||||||
Consideration for the shares sold | $ 100,000 | $ 79,520 |
Related Party Transactions an_4
Related Party Transactions and Balances - Minimum principal payments (Details) | Mar. 31, 2021USD ($) |
Related Party Transactions and Balances | |
2021 | $ 1,039,648 |
2022 | 1,693,447 |
2023 | 2,269,022 |
2024 | 2,174,767 |
2025 | 1,252,236 |
Total | 8,429,120 |
Current portion | (1,366,058) |
Non-current portion | $ 7,063,062 |
Operating Lease Right-Of-Use _3
Operating Lease Right-Of-Use Assets and Lease Liability (Details) | 3 Months Ended | |||||
Mar. 31, 2021CAD ($)lease | Mar. 31, 2021USD ($)lease | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020CAD ($) | Jan. 01, 2020USD ($) | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Number of Operating Lease Facilities | lease | 2 | 2 | ||||
Operating lease right-of-use assets | $ | $ 97,784 | $ 100,548 | ||||
Weighted average discount rate | 16.00% | 16.00% | ||||
Canary | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Lessee, Operating Lease, Term of Contract | 10 years | 10 years | ||||
Operating Leases, Rent Expense, Net | $ 35,000 | $ 27,832 | ||||
Percentage of Increase in Minimum Rent | 1.00% | 1.00% | ||||
Forgiveness amount due to implementation of new lease | $ 988,293 | $ 737,467 | ||||
ASU 2016-02 | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Operating lease right-of-use assets | $ 2,258,212 | $ 1,795,730 | ||||
Reduction in right-to-use asset | $ 2,089,921 | $ 1,661,905 |
Operating Lease Right-Of-Use _4
Operating Lease Right-Of-Use Assets and Lease Liability - Maturities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Lease Right-Of-Use Assets and Lease Liability | ||
2021 | $ 261,424 | |
2022 | 352,175 | |
2023 | 351,874 | |
2024 | 347,545 | |
Thereafter | 1,913,533 | |
Total lease payment | 3,226,551 | |
Less imputed interest | (1,519,544) | |
Present value of lease liabilities | 1,707,007 | |
Current portion | (88,465) | $ (83,196) |
Non-current portion | $ 1,618,542 | $ 1,622,366 |
Operating Lease Right-Of-Use _5
Operating Lease Right-Of-Use Assets and Lease Liability - Reconciliation of Net operating lease (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||
Gross operating lease expense | $ 68,058 | $ 84,575 |
Gross rent and utilities expenses | 150,525 | |
Recoverable expenses from JVCo related to rent and utilities | (231,628) | |
Operating lease expense | $ 13,045 |
Convertible Promissory Notes -
Convertible Promissory Notes - Recorded and fair valued derivative liability (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative liability as at December 31, 2020 | $ 12,068 |
Conversions / Redemption during the period | (227) |
Change due to Issuances | 0 |
Fair value adjustment | 15,376 |
Derivative liability as at December 31, 2021 | 27,217 |
Note D [Member] | |
Derivative liability as at December 31, 2020 | 1,066 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 1,301 |
Derivative liability as at December 31, 2021 | 2,367 |
Note F [Member] | |
Derivative liability as at December 31, 2020 | 7,864 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 10,364 |
Derivative liability as at December 31, 2021 | 18,228 |
Note G [Member] | |
Derivative liability as at December 31, 2020 | 2,857 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 3,765 |
Derivative liability as at December 31, 2021 | 6,622 |
Note K [Member] | |
Derivative liability as at December 31, 2020 | 281 |
Conversions / Redemption during the period | (227) |
Change due to Issuances | 0 |
Fair value adjustment | (54) |
Derivative liability as at December 31, 2021 | $ 0 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Additional information (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Interest Expense, Debt | $ 82 | $ 10,082 | |
Principal amount outstanding | $ 480 | $ 3,128 | |
Measurement Input, Share Price [Member] | |||
Derivative Liability, Measurement Input | 0.025 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Risk free interest rate | |||
Derivative Liability, Measurement Input | 0.11 | ||
Measurement Input, Price Volatility [Member] | |||
Derivative Liability, Measurement Input | 234 | ||
Measurement Input, Expected Term [Member] | |||
Derivative Liability, Measurement Input | 0.25 | ||
Maximum | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 0.0151 | ||
Minimum | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 0.0064 | ||
Convertible Promissory Notes [Member] | |||
Debt Conversion, Original Debt, Amount | $ 2,648 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2017 | Jun. 27, 2018 | |
Stockholders' Equity [Line Items] | ||||||||||
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 | 850,000,000 | |||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Common Stock, Shares, Outstanding | 573,452,193 | 573,277,094 | 573,277,094 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,131,126 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 115,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 73,000 | |||||||||
Share Price | $ 0.008 | $ 0.008 | ||||||||
Shares issued on conversion of convertible promissory notes | 2,648 | |||||||||
Shares issued as consideration for consideration of the intellectual property rights | $ 504 | $ 193 | ||||||||
Share based Compensation Share based payments Forfeiture Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 100,000,000 | |||||||||
Common stock to be issued as consideration of intellectual property rights | 26,040 | 15,624 | ||||||||
Fair value of shares issued as consideration of intellectual property rights | $ 353 | $ 42 | $ 193 | |||||||
Shares To Be Issued As Compensation, Value, for Acquisition of Intangible Assets | $ 260,050 | |||||||||
Accounts Payable, Related Parties, Current | $ 3,238,257 | $ 2,831,635 | $ 2,831,635 | |||||||
Class of Warrant or Right, Outstanding | 387,214,383 | 364,891,384 | 364,891,384 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.200 | $ 0.200 | $ 0.200 | $ 0.200 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.16% | 0.27% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.61% | 0.14% | 0.11% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 306.00% | 293.00% | 312.00% | 305.00% | ||||||
Proceeds from Issuance of Private Placement | $ 904,833 | $ 0 | $ 220,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 2,152,191 | $ 545 | $ 132,357 | $ 177 | 3,137 | $ 177 | $ 545 | |||
Value of Shares, Outstanding | $ (5,267,174) | $ (3,521,219) | $ 5,814,768 | $ 3,789,021 | $ (3,521,219) | |||||
Maximum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share Price | $ 0.067 | $ 0.014 | $ 0.018 | $ 0.014 | $ 0.014 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 0.059 | $ 0.200 | 0.200 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 753.00% | |||||||||
Minimum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share Price | 0.011 | $ 0.012 | $ 0.008 | 0.010 | $ 0.012 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.025 | $ 0.037 | $ 0.15 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 312.00% | 295.00% | ||||||||
Private Placement [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 376,747,711 | 346,233,258 | 346,233,258 | |||||||
Private Placement [Member] | Maximum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 1 day | 1 year 7 months 13 days | ||||||||
Private Placement [Member] | Minimum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 days | 1 month 24 days | ||||||||
Visava Inc [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Warrants to purchase shares of common stock | 25,000,000 | |||||||||
Class of Warrant or Right, Outstanding | 25,000,000 | |||||||||
CannaKorp's Loan [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 930,240 | 930,240 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 0 years | 2 months 27 days | ||||||||
Convertible Promissory Notes [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 2,648 | $ 0 | ||||||||
Advisory And Consultancy services [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 80,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 52,000 | |||||||||
Website Development Services [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 35,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 247,306 | |||||||||
Gain Loss On Settlement Of Website Development Service Cost | 226,306 | |||||||||
Common Stock [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Shares issued on conversion of convertible promissory notes (in shares) | 175,099 | |||||||||
Shares issued on conversion of convertible promissory notes | $ 17 | |||||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 0 | |||||||||
Shares issued as consideration for consideration of the intellectual property rights | $ 0 | |||||||||
Shares, Outstanding | 573,452,193 | 573,277,094 | 560,145,968 | 571,145,968 | 573,277,094 | |||||
Value of Shares, Outstanding | $ 57,345 | $ 57,328 | $ 56,015 | $ 57,113 | $ 57,328 | |||||
Common Stock [Member] | Private Placement [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 942,313 | |||||||||
Shares To Be Issued | 38,886,765 | |||||||||
Common Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40,770 | |||||||||
Shares issued as consideration for private placement (in shares) | 5,208 | |||||||||
Common Stock [Member] | Website Development Services [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 21,000 | |||||||||
Warrant [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share Price | $ 0.025 | $ 0.014 | $ 0.011 | $ 0.018 | $ 0.010 | $ 0.018 | $ 0.014 | |||
Share based Compensation Share based payments Forfeiture Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 387,214,383 | 364,891,384 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.48% | 2.48% | 2.48% | 2.66% | 2.66% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.16% | 0.13% | 0.13% | 0.16% | 0.23% | |||||
Warrant [Member] | Maximum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.250 | $ 0.200 | $ 0.200 | $ 0.200 | $ 0.200 | 0.200 | $ 0.200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 306.00% | 293.00% | 306.00% | 298.00% | 286.00% | |||||
Warrant [Member] | Minimum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 236.00% | 238.00% | 244.00% | 215.00% | 195.00% | |||||
Convertible Notes [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 3,889,376 | 6,928,486 | ||||||||
Preferred Stock Warrants [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 100,000,000 | |||||||||
Shares To Be Issued [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Shares issued on conversion of convertible promissory notes (in shares) | 0 | |||||||||
Shares issued on conversion of convertible promissory notes | $ 0 | |||||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | 15,624 | ||||||||
Shares issued as consideration for consideration of the intellectual property rights | $ 504 | $ 193 | ||||||||
Shares issued as consideration for private placement (in shares) | 38,183,326 | |||||||||
Shares issued as consideration for private placement | $ 904,833 | |||||||||
Shares To Be Issued As Compensation, Value, for Acquisition of Intangible Assets | $ 260,050 | |||||||||
Warrants to purchase shares of common stock | 38,183,326 | |||||||||
Shares, Outstanding | 40,010,125 | 1,811,175 | 7,522,456 | 4,006,832 | 1,811,175 | |||||
Value of Shares, Outstanding | $ 1,097,458 | $ 192,121 | $ 871,864 | $ 611,621 | $ 192,121 | |||||
Shares To Be Issued As Compensation, Shares, for Acquisition of Intangible Assets | 3,500,000 | |||||||||
Shares To Be Issued [Member] | Settlement of loan | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 80,838 | |||||||||
Shares issued on settlement of debt [Note 13] (in shares) | 930,240 | |||||||||
intellectual property | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 15,624 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 215 | |||||||||
Shares To Be Issued As Compensation, Value, for Acquisition of Intangible Assets | $ 1,307 | |||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 11,000,000 | |||||||||
Shares To Be Issued As Compensation, Shares, for Acquisition of Intangible Assets | 78,120 | |||||||||
Serious Seeds [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 466,672 | 416,671 | 416,671 | |||||||
Serious Seeds [Member] | Maximum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 5 days | 1 year 3 months 4 days | ||||||||
Serious Seeds [Member] | Minimum | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 months 7 days | 1 year 4 days |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Black Scholes Options Pricing Model (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Stock price | $ 0.008 | $ 0.008 | ||||
Exercise price | $ 0.200 | $ 0.200 | $ 0.200 | |||
Volatility | 306.00% | 293.00% | 312.00% | 305.00% | ||
Risk free interest rate | 1.61% | 0.27% | ||||
Risk free interest rate, Minimum | 1.61% | 0.14% | 0.11% | |||
Risk free interest rate, Maximum | 0.16% | 0.27% | ||||
Expected life | 2 years | 2 years | 2 years | |||
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Fair value of warrants | $ 2,152,191 | $ 545 | $ 132,357 | $ 177 | $ 3,137 | $ 177 |
Maximum | ||||||
Stock price | $ 0.067 | $ 0.014 | $ 0.018 | $ 0.014 | ||
Exercise price | $ 0.059 | $ 0.200 | 0.200 | |||
Volatility | 753.00% | |||||
Risk free interest rate | 0.14% | |||||
Expected life | 5 years | |||||
Minimum | ||||||
Stock price | $ 0.011 | $ 0.012 | $ 0.008 | 0.010 | ||
Exercise price | $ 0.025 | $ 0.037 | $ 0.15 | |||
Volatility | 312.00% | 295.00% | ||||
Risk free interest rate | 0.09% | |||||
Expected life | 2 years | 2 years | ||||
Warrant [Member] | ||||||
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Stock price | $ 0.025 | $ 0.014 | $ 0.011 | $ 0.018 | $ 0.010 | $ 0.018 |
Risk free interest rate, Minimum | 0.16% | 0.13% | 0.13% | 0.16% | 0.23% | |
Risk free interest rate, Maximum | 2.48% | 2.48% | 2.48% | 2.66% | 2.66% | |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Warrant [Member] | Maximum | ||||||
Exercise price | $ 0.250 | $ 0.200 | $ 0.200 | $ 0.200 | $ 0.200 | 0.200 |
Volatility | 306.00% | 293.00% | 306.00% | 298.00% | 286.00% | |
Expected life | 1 year 11 months 5 days | 1 year 11 months 5 days | 1 year 11 months 5 days | 2 years 1 month 13 days | 2 years 4 months 13 days | |
Warrant [Member] | Minimum | ||||||
Exercise price | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 | $ 0.023 |
Volatility | 236.00% | 238.00% | 244.00% | 215.00% | 195.00% | |
Expected life | 4 days | 1 month 24 days | 4 days | 4 days | 2 months 27 days |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Warrants outstanding | 387,214,383 | 364,891,384 | 364,891,384 |
Serious Seeds [Member] | |||
Warrants outstanding | 466,672 | 416,671 | 416,671 |
Private Placement [Member] | |||
Warrants outstanding | 376,747,711 | 346,233,258 | 346,233,258 |
Number of warrants expired | 15,810,326 | ||
CannaKorp's Loan [Member] | |||
Warrants outstanding | 930,240 | 930,240 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 0 years | 2 months 27 days | |
Maximum | Serious Seeds [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 5 days | 1 year 3 months 4 days | |
Maximum | Private Placement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 1 day | 1 year 7 months 13 days | |
Minimum | Serious Seeds [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 months 7 days | 1 year 4 days | |
Minimum | Private Placement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 days | 1 month 24 days | |
Canary | |||
Warrants outstanding | 7,211,213 | 7,211,213 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 0 years | 1 month 28 days | |
CL Investors Inc [Member] | |||
Warrants outstanding | 10,000,000 | 10,100,002 | 10,100,002 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 4 months 13 days | 4 years 7 months 13 days |
Contingencies and commitments -
Contingencies and commitments - Royalties payable (Details) | Jul. 27, 2020USD ($)shares | Dec. 06, 2018$ / sharesshares | Mar. 31, 2021CAD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Loss Contingencies [Line Items] | ||||||||
Approximate lawsuit, amount | $ 1,862,805 | $ 1,481,302 | ||||||
Amount payable | $ 11,684 | |||||||
Warrants issued to purchase shares of common stock | shares | 387,214,383 | 387,214,383 | 364,891,384 | |||||
Settlement payable - Current portion | $ 90,000 | $ 90,000 | ||||||
Settlement payable - Non-current portion | 0 | 10,000 | ||||||
Canary case, one | ||||||||
Loss Contingencies [Line Items] | ||||||||
Approximate lawsuit, amount | $ 2,100,000 | $ 1,669,920 | ||||||
CannaKorp [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Approximate lawsuit, amount | 150,000 | |||||||
Amount payable | 188,865 | |||||||
Claim for bonus | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount | $ 20,000 | 15,904 | ||||||
Canary | ||||||||
Loss Contingencies [Line Items] | ||||||||
Approximate lawsuit, amount | 130,778 | $ 103,995 | ||||||
Amount payable | $ 138,150 | $ 109,857 | ||||||
Serious Seeds | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shares issued | shares | 5,208 | |||||||
Serious Seeds | Common Stock Purchase Warrants [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shares issued | shares | 0 | 0 | ||||||
Warrants issued to purchase shares of common stock | shares | 16,667 | |||||||
Warrants exercise period | 2 years | |||||||
Serious Seeds | Minimum | Common Stock Purchase Warrants [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Exercise prices | $ / shares | $ 0.20 | |||||||
Serious Seeds | Maximum | Common Stock Purchase Warrants [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Exercise prices | $ / shares | $ 0.35 | |||||||
Cgreen Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shares not issued | shares | 10,000,000 | |||||||
Outstanding royalty payable | $ 1,191,860 | |||||||
Settlement amount | $ 100,000 | |||||||
Settlement period | 30 days | |||||||
Monthly Installment of Settlement amount | $ 10,000 | |||||||
Gain on settlement | 1,704,860 | |||||||
Settlement payable | $ 90,000 | |||||||
Settlement payable - Current portion | $ 90,000 | 90,000 | ||||||
Settlement payable - Non-current portion | $ 10,000 | |||||||
Within thirthy (30) days of the effective date | Cgreen Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount | $ 130,000 | |||||||
1st year | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalties on gross sales | 2.00% | 2.00% | ||||||
2nd year | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalties on gross sales | 2.25% | 2.25% | ||||||
3rd year | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalties on gross sales | 2.50% | 2.50% | ||||||
4th year | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalties on gross sales | 2.75% | 2.75% | ||||||
5th and following years | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalties on gross sales | 3.00% | 3.00% |
Restatement (Details)
Restatement (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant liability | $ 5,025,161 | $ 2,948,024 | $ 6,146,116 | |
Total liability | 19,160,206 | 16,557,143 | 12,675,475 | |
Additional paid-in capital | 23,943,555 | 23,940,696 | 23,699,888 | |
Total equity | $ (5,267,174) | $ (3,521,219) | $ 5,814,768 | 3,789,021 |
Previously Reported [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total liability | 6,529,359 | |||
Additional paid-in capital | 29,846,004 | |||
Total equity | 9,935,137 | |||
Restatement Adjustment [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Warrant liability | 6,146,116 | |||
Total liability | 6,146,116 | |||
Additional paid-in capital | (6,146,116) | |||
Total equity | $ (6,146,116) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Apr. 30, 2021USD ($) | |
Cgreen Inc | Subsequent Events | |
Subsequent Event [Line Items] | |
Payments of outstanding settlement amount | $ 27,500 |