DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-55066 | ||
Entity Registrant Name | TARGET GROUP INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-3621499 | ||
Entity Address, Address Line One | 20 Hempstead DriveHamilton | ||
Entity Address, City or Town | Ontario | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | L8W 2E7 | ||
City Area Code | +1 905 | ||
Local Phone Number | 541-3833 | ||
Title of 12(g) Security | Common Stock, Par Value $0.0001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,627,695 | ||
Entity Common Stock, Shares Outstanding | 617,025,999 | ||
Entity Central Index Key | 0001586554 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Trading Symbol | CBDY | ||
Auditor Firm ID | 5525 | ||
Auditor Location | Spokane, Washington | ||
Auditor Name | Fruci & Associates II, PLLC |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 736,323 | $ 223,843 |
Restricted cash | 8,696 | 8,490 |
Accounts receivable, net of allowance | 1,031,530 | 2,068 |
Inventory | 1,215,928 | 0 |
Prepaid asset | 42,720 | 41,714 |
Other assets | 55,268 | |
Receivable from joint venture | 630,180 | |
Other receivable | 3,781 | 3,692 |
Total current assets | 3,094,246 | 909,987 |
Long term assets | ||
Fixed assets | 5,430,260 | 5,554,225 |
Investment in joint venture | 775,577 | |
Goodwill | 269,460 | 263,117 |
Operating lease right-of-use assets | 46,936 | 62,728 |
Total long term assets | 5,746,656 | 6,655,647 |
Total assets | 8,840,902 | 7,565,634 |
Current liabilities | ||
Bank overdraft | 506 | 506 |
Accounts payable and accrued liabilities | 2,945,568 | 2,296,935 |
Deferred revenue | 43,098 | |
Sales tax payable | 48,581 | 35,254 |
Payable to related parties, net | 11,415,557 | 4,468,535 |
Operating lease liability - Current portion | 127,478 | 110,586 |
Convertible promissory notes, net | 480 | 480 |
Derivative liability | 8,021 | 15,125 |
Total current liabilities | 14,589,289 | 6,927,421 |
Long term liabilities | ||
Payable to related parties, net - Non-current portion | 5,877,930 | |
Operating lease liability - Non-current portion | 1,223,955 | 1,319,619 |
Warrant liability | 355 | 489 |
Total long term liabilities | 1,224,310 | 7,198,038 |
Total liabilities | 15,813,599 | 14,125,459 |
Stockholders' deficiency | ||
Preferred stock | 100 | 100 |
Common stock | 61,703 | 61,703 |
Shares to be issued | 175,439 | 175,182 |
Additional paid-in capital | 24,985,697 | 24,985,697 |
Accumulated deficit | (31,107,348) | (30,783,678) |
Accumulated comprehensive loss | (1,088,288) | (998,829) |
Total stockholders' deficiency | (6,972,697) | (6,559,825) |
Total liabilities and stockholders' deficiency | 8,840,902 | 7,565,634 |
Contingencies and commitments |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
REVENUE | $ 3,720,169 | $ 0 |
COST OF GOOD SOLD | (2,065,149) | 0 |
Gross profit | 1,655,020 | 0 |
OPERATING EXPENSES | ||
Advisory and consultancy fee | 147,787 | 18,926 |
Management services fee | 312,969 | 143,677 |
Legal and professional fees | 212,427 | 243,670 |
Depreciation expense | 811,649 | 885,229 |
Operating lease expense | 190,185 | (74,059) |
Office and general | 410,576 | 22,071 |
Travel & Entertainment | 706 | 0 |
Total operating expenses | 2,086,299 | 1,239,514 |
OTHER EXPENSES (INCOME) | ||
Change in fair value of derivative and warrant liability | (7,238) | (14,383) |
Gain on settlement | (1,571,742) | 0 |
Interest and bank charges | 1,410,974 | 1,121,595 |
Exchange income | 51,811 | (126,314) |
Other income | (16,782) | (811,464) |
(Recovery) Allowance of sales tax recoverable | (496) | |
Impairment of inventory [Note 8] | 99,000 | |
Impairment of goodwill | 3,315,749 | |
Share of income from joint venture | (24,152) | (354,736) |
Debt issuance cost | 49,520 | 51,599 |
Total other expense (income) | (107,609) | 3,280,550 |
Net loss before income taxes | (323,670) | (4,520,064) |
Income taxes | 0 | 0 |
Net loss | (323,670) | (4,520,064) |
Foreign currency translation adjustment | (89,459) | 111,891 |
Comprehensive loss | $ (413,129) | $ (4,408,173) |
Loss per share - basic | $ (0.0005) | $ (0.0073) |
Weighted average shares - basic | 617,025,999 | 617,025,999 |
Loss per share - diluted | $ (0.0005) | $ (0.0073) |
Weighted average shares - diluted | 617,025,999 | 617,025,999 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred stock | Common stock | Shares to be issued | Stock Subscription receivable | Additional Paid-in Capital | Accumulated deficit | Accumulated Comprehensive Income | Total |
Beginning balance at Dec. 31, 2021 | $ 100 | $ 61,703 | $ 174,722 | $ 24,985,697 | $ (26,263,614) | $ (1,110,720) | $ (2,152,112) | |
Beginning balance (in shares) at Dec. 31, 2021 | 1,000,000 | 617,025,999 | 1,516,528 | |||||
Shares issued as consideration for consideration of the intellectual property rights | $ 460 | 460 | ||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 62,496 | |||||||
Net income (loss) | (4,520,064) | (4,520,064) | ||||||
Foreign currency translation | 111,891 | 111,891 | ||||||
Ending balance at Dec. 31, 2022 | $ 100 | $ 61,703 | $ 175,182 | 24,985,697 | (30,783,678) | (998,829) | (6,559,825) | |
Ending balance (in shares) at Dec. 31, 2022 | 1,000,000 | 617,025,999 | 1,579,024 | |||||
Shares issued as consideration for consideration of the intellectual property rights | $ 257 | 257 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 62,496 | |||||||
Net income (loss) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (323,670) | 0 | (323,670) |
Foreign currency translation | 0 | 0 | 0 | $ 0 | 0 | 0 | (89,459) | (89,459) |
Ending balance at Dec. 31, 2023 | $ 100 | $ 61,703 | $ 175,439 | $ 24,985,697 | $ (31,107,348) | $ (1,088,288) | $ (6,972,697) | |
Ending balance (in shares) at Dec. 31, 2023 | 1,000,000 | 617,025,999 | 1,641,520 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net (loss) for the period | $ (323,670) | $ (4,520,064) |
Adjustment for non-cash items | ||
Change in fair value of derivative and warrant liability | (7,238) | (14,383) |
Gain on settlement | (1,571,742) | 0 |
Shares and warrants issued/to be issued for services | 821 | 1,660 |
Allowance (recovery) of sales tax recoverable | (496) | |
Depreciation expense | 811,649 | 885,229 |
Operating lease expense | 233,859 | 258,916 |
Investment (income) loss from joint venture | (24,152) | (354,736) |
Debt issuance cost | 49,520 | 51,599 |
Impairment of inventory | 99,000 | |
Impairment of goodwill | 3,315,749 | |
Changes in operating assets and liabilities: | ||
Change in accounts receivable - net of allowance | (1,008,903) | |
Change in other assets | (54,164) | |
Change in inventory | 588,896 | |
Change in sales tax recoverable | 12,227 | 58,310 |
Change in accounts payable and accrued liabilities | 981,699 | (466,139) |
Change in operating lease liability, net | (320,651) | (329,473) |
Change in deferred revenue | 42,237 | |
Net cash used in operating activities | (589,612) | (1,014,828) |
INVESTING ACTIVITIES | ||
Amounts invested on fixed assets | (22,086) | (314) |
Net proceeds from joint venture | 439,018 | 1,015,354 |
Net cash provided by investing activities | 416,932 | 1,015,040 |
FINANCING ACTIVITIES | ||
Proceeds from loans from related parties | 666,900 | 269,150 |
Settlement of related party loan | (136,476) | |
Payment for settlement payable | (10,000) | |
Net cash provided (used) by financing activities | 666,900 | 122,674 |
Net change in cash and restricted cash during the period | 494,220 | 122,886 |
Effect of foreign currency translation | 18,466 | (12,704) |
Cash and restricted cash, beginning of period | 232,333 | 122,151 |
Cash and restricted cash, end of period | 745,019 | 232,333 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued as consideration for services | 460 | 280 |
SUPPLEMENTARY CASH FLOW INFORMATION | ||
Cash paid for interest | $ 877,193 | $ 2,132,332 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations Target Group Inc. (“Target Group” or the “Company”) was incorporated under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a diversified, vertically integrated, progressive company with a focus nationally and internationally . The Company wholly owns and operates Canary Rx Inc, a Canadian licensed producer (“Canary”), regulated under The Cannabis Act (Bill C-45). Canary, operates a 44,000 square foot facility located in Norfolk County, Ontario. The Company has an ongoing strategic partnership with Dutch breeder, Serious Seeds B.V. (“Serious Seeds”), to cultivate exclusive, world-class proprietary genetics. The Company has structured multiple international production and distribution platforms and continues to expand its global footprint, focused on building an iconic brand portfolio with cutting-edge intellectual property in both the medical and recreational cannabis markets. The Company is committed to building industry-leading companies that transform the perception of cannabis and responsibly elevate the overall patient and consumer experience. The Company’s core business is producing, manufacturing, distributing, and selling of cannabis products, as further described in Item 1. As of the current year to date period end, Company has produced and sold cannabis products of $3,762,406 (Period ended December 31, 2022: $nil). Joint Venture Agreement Termination; Consolidation of JVCo with Canary 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 herein as “Thrive Cannabis”) and 2755757 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to herein as “JVCo”). Canary and Thrive each held 50% of the voting equity interest in JVCo. The term of the Joint Venture was five (5) years from its effective date of May 14, 2020. On April 27, 2023, Canary and Thrive Cannabis entered into a Release and Settlement Agreement (“Settlement Agreement”) in which Thrive Cannabis transferred its shares in the capital of JVCo and rights of assets held by JVCo, paid Canary $1,051,000 to release Thrive Cannabis from any mortgages, charges, pledges, security interests, liens, encumbrances, writs of execution, actions, claims, demands and equities of any nature related to JVCo from their share of ownership of JVCo. Following the completion of the Settlement Agreement, Canary’s equity interest in JVCo increased from 50% to 100%. Effective April 28, 2023, the Company started consolidating results of operations of the JVCo and eliminated any intercompany transactions and balances between the Company (Target and Canary) and JVCo. During the term of the Joint Venture, the Company accounted for the transactoins using the equity method under ASC 323 Investments — Equity Method and Joint Ventures. As a consequence of the Settlement Agreement, as the JVCo becoming a wholly owned subsidiary of the company as of April 27, 2023, the Company now uses the acquisition method of accounting (using a step acquisition method) under ASC 805 Business Combination. Serious Seeds Agreement Effective December 6, 2018, the Company and Canary entered into the Serious Agreement described in Item 1. CL Investors Debt Purchase and Assignment Agreement Effective June 15, 2020, the Company, entered into the Debt Agreement CL Investors Inc. (“CLI”), described in Item 1. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Consolidation | |
Basis of Presentation and Consolidation | 2. Basis of Presentation and Consolidation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Visava and CannaKorp, and BlueSky Logistics, LLC. Significant intercompany accounts and transactions have been eliminated upon consolidation. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern | |
Going Concern | 3. Going Concern The Company has earned minimal revenue since inception and has sustained operating losses during the year ended December 31, 2023. The Company had a working capital deficit of $11,495,043 and an accumulated deficit of $31,107,348 as of December 31, 2023. 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 accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The consolidated 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, sale of its equity or issuance of debt. 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 | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash Cash and cash equivalents include cash on hand and deposits at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2023 and 2022. Restricted cash represents deposits made to the Company’s bank as a requirement to use the bank’s credit card which is not available for immediate or general business use. Accounts receivable Account receivable consists of amounts due to the Company from customers as a result of the Company’s normal business activities. Account receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. The company records the allowance based on past history and if there are doubts on the recoverability. As of December 31, 2023, the Company has recorded an allowance for those balances which it expects to be not recoverable. On December 31, 2023 amounts due from two customers totaled approximately 59% and 70% of accounts receivable. 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 the cost of revenue and establish a new cost basis for the inventory. The cost is determined on the basis of the average cost. Overhead costs are also allocated to inventory including salaries and utilities. 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 the 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. Shipping and Handling Cost Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of goods sold. Shipping and handling for inventory, if any, are included as a component of inventory on the consolidated balance sheets, and in cost of goods sold in the consolidated statements of operations when the product is sold. Goodwill and Intangible Assets Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The Company evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. 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 consolidated 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 generated revenue of $3,720,169 during the year ended December 31, 2023, and Snil in 2022. There are three of the customers whose revenue is more than 10% of the total revenue. In addition, Canary generated revenue of $791,285 (though its investment in JVCo) during the year ended December 31, 2023 (2022: $3,916,539) and is represented as a share of income (losses) from joint venture on the consolidated statement of operations. The revenue was concentrated to twenty one customers (2022: thirteen). The revenue represents the sale of cannabis products. Since the customers have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 12 for additional details. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar, and the US-based parent is the U.S. dollar. In addition, effective April 1, 2019, the Company changed its functional currency from United States Dollar to Canadian Dollar thereby having an impact on additional paid-in capital and accumulated comprehensive income (loss). The presentation currency of the Company has remained unchanged at United States Dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from the translation of these foreign currency transactions are included in net income (loss) for the year. In translating the consolidated financial statements of the Company and its Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high-quality banking institutions. The Company has cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2023 whereas cash balances were not in excess of FDIC limit as of December 31, 2022. Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Operating Leases The Company leases office space and the production facility under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Earnings (Loss) Per Common Share FASB ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic earnings (loss) per common share excludes 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 (loss) per common share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the year ended December 31, 2023, basic and diluted EPS are the same due to net loss result. For the year ended December 31, 2022, basic and diluted EPS are the same due to net loss result. Convertible Notes Payable and Derivative Instruments In accordance with ASU 2017-11, warrants with a down round feature are treated as equity, with no adjustment for changes in fair value at each reporting period. The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Marketing Expenses Marketing, advertising and promotion expenditures are expensed in the annual period in which the expenditure is incurred. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. 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 consolidated 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 consolidated 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 are valued Level 3, refer to Note 17 for further details. 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 consolidated 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 records 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 not recorded any impairment losses related to our equity method investments during the year ended December 31, 2023 or in December 31, 2022. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | 5. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. ASU 2016-13 Current Expected Credit Loss (ASC326) In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, and as a result allowance of $54,909 was recorded. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable | |
Accounts Receivable | 6. Accounts Receivable Accounts receivable are recorded at the net value of the face amount less an allowance for doubtful accounts. As of December 31, 2023, the companys allowance for doubtful accounts was $54,909. The company recorded a bad debt expense of $53,813 for the year ended December 31, 2023 whereas no bad debt expense was recorded in the year ended December 31, 2022. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Inventory | 7. Inventory As of December 31, 2023, the inventory in the amount of $1,215,928 (2022: $nil) consists of WIP and finished cannabis goods which is transferred from JVCo to Canary as a result of the Joint Venture Settlement Agreement, refer to Note 12 for additional details. For the Year ended December 31,2023 Product $ Finished goods 784,354 WIP (Flowers and plants) 431,574 1,215,928 |
Prepaid Asset
Prepaid Asset | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Asset | |
Prepaid Asset | 8. Prepaid Asset As of December 31, 2023, the Company had prepaid expenses of $42,720 compared to $41,714 as of December 31, 2022. The balance represents the security deposit for the leased land of the subsidiary’s facility. The change in is due to foreign exchange conversion of balances in Canadian Dollar into United States Dollar. |
Sales Tax Recoverable
Sales Tax Recoverable | 12 Months Ended |
Dec. 31, 2023 | |
Sales Tax Recoverable | |
Sales Tax Recoverable | 9. Sales Tax Recoverable As of December 31, 2023, the Company had $nil of gross sales tax recoverable compared to $nil as of December 31, 2022 while the Company had $48,581 of gross sales tax payable as of December 31, 2023. Recoverable is due to the sales tax paid by the Company on expenses incurred during the year which are recoverable from the government while payable is due to the sales tax received (after deducting sales tax paid on expenses incurred by the Company) during the year which are payable from the government due to sales conducted by the Joint Venture. The Company has recorded $nil of allowance as of December 31, 2023 (December 31, 2022: $nil). |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | 10. Intangible Assets Effective August 8, 2019, the Company entered into an Exclusive License Agreement (“License Agreement”) with cGreen, Inc., a Delaware corporation (“cGreen”). The License Agreement granted the Company an exclusive license to manufacture and distribute the patent-pending THC antidote True Focus(TM) in the United States, Europe and the Caribbean. The term of the license was ten ( 10 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 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 started paying $100,000 in monthly installments of $10,000 which commenced in April 2021 to cGreen. This resulted in a gain on settlement of $1,704,860. As at December 31, 2023, there was no outstanding balance, the balance has been paid in full and the claim is closed during the quarter ended March 31, 2022. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Fixed Assets | |
Fixed Assets | 11. Fixed Assets The Company’s subsidiary, Canary, initiated construction on its leased 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 currently operates as a licensed producer/wholesaler of craft cannabis in Ontario and has since been granted its sales amendment from Health Canada to sell directly to provincial retail boards for consumer products. Canary has recorded a depreciation expense of $811,649 during the year ended December 31, 2023 (2022: $884,252). The Company’s other subsidiary, CannaKorp, has been utilizing its assets throughout the year and accordingly, has recorded depreciation expense of $491 during the year ended December 31, 2023 (2022: $977). Below is a breakdown of the consolidated fixed asset, category wise: Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,453,783 770,218 43,555 6,886,818 9,154,374 Accumulated depreciation (581,301) (753,151) (43,555) (2,346,107) (3,724,114) 872,482 17,067 — 4,540,711 5,430,260 |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2023 | |
Joint Venture | |
Joint Venture | 12. Joint Venture Historical information Effective May 14, 2020, Canary entered into the Joint Venture explained in Note 1. Under the Joint Venture, JVCo was permitted to use the rooms, of Canary’s licensed cannabis cultivation facilities located in Simcoe, Ontario, Canada (“Licensed Site Portion”) to operate and manage 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 was 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. 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. During the year ended December 31, 2023, the Joint Venture partners, Canary and Thrive Cannabis entered into an agreement. Pursuant to this agreement the Company received a total of $1,574,982 (CAD 2,125,482) of which $1,017,555 (CAD 1,373,218) were reduced from investment in Joint Venture as these represented recovery of investment and $557,428 (CAD 752,264) were classified as other income representing recovery of interest expense charged on shareholder loan, which was primarily provided to support Joint Venture operations. Also refer to shareholder loan in Note 15. As per the Joint Venture, Canary provided the JVCo with a Hard Cost Loan with the maximum amount of $907,320 (CAD 1,200,000). This loan bore an interest rate of 7% per annum, matured in 12 months from the effective date, and was secured against the personal property of the JVCo and Thrive had guaranteed one-half ( 1/2 The Company recorded JVCo’s results through April 27, 2023 using the equity method and below is the table which summarizes the activity of the period (through April 27, 2023): Period ended January 1 to April 27, 2023 2022 CAD USD CAD USD Sales 1,068,799 791,285 5,093,028 3,916,539 Cost of goods sold 620,344 459,271 2,635,640 2,026,807 Gross profit 448,455 332,014 2,457,388 1,889,732 Operation expenses 383,358 283,819 1,534,800 1,180,261 Net income 65,097 48,195 922,588 709,471 Eligible recoverable expenses 1,437,054 1,060,833 4,870,924 3,596,203 Recoverable amount 1,437,054 1,060,833 4,870,924 3,596,203 Income on equity 32,549 24,152 461,294 354,735 Termination of joint venture agreement during quarter ended June 30, 2023 On April 27, 2023, Canary and Thrive Cannabis entered into a Release and Settlement Agreement (“Settlement Agreement”) in which Thrive Cannabis has transferred its shares in the capital of JVCo and rights of assets held by JVCo. Pursuant to the above Settlement Agreement, Thrive Cannabis paid Canary $1,051,000 to release Thrive Cannabis from any mortgages, charges, pledges, security interests, liens, encumbrances, writs of execution, actions, claims, demands and equities of any nature related to JVCo from their share of ownership of JVCo. During the term of the Joint Venture, the Company accounted for the transactoins using the equity method under ASC 323 Investments — Equity Method and Joint Ventures. As a consequence of the Settlement Agreement, as the JVCo becoming a wholly owned subsidiary of the company as of April 27, 2023, the Company now uses the acquisition method of accounting (using a step acquisition method) under ASC 805 Business Combination. Consolidation of JVCo into Canary Following the completion of the Settlement Agreement, Canary’s equity interest in JVCo increased from 50% to 100%. Effective April 28, 2023, the Company started consolidating result’s of operations of the JVCo and eliminated any intercompany transactions and balances between the Company (Target and Canary) and JVCo. As a consequence of the above Settlement Agreement and after obtaining 100% shares of the JVCo, the Company acquired the following assets: USD Investment in JV 1,023,608 Receivable from JV 698,645 Payable to JV (129,185) 1,593,068 Cash received from Thrive 776,382 Net amount 816,686 Assets acquired: Accounts receivable 163,244 Inventory 1,690,368 Fixed asset 534,816 2,388,428 Net gain as per reconciliation 1,571,742 As of April 27, 2023, the Company had a carrying value of the investment in Joint Venture and receivable from Joint Venture on the consolidated balance sheets amounting to $1,023,608 and $706,598, respectively. Pursuant to the above Settlement Agreement, the Company received $776,382 against these balances. Accordingly, the remaining balance of $953,824 was compared to the fair value of the net assets acquired and this resulted in net recognition of $1,571,742 as a non-operating gain reported in the Consolidated Statement of Operations as net gain from termination of the Joint Venture. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Goodwill | 13. 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. Visava/Canary On June 27, 2018, the Company entered into the Visava Exchange Agreement described in Item 1. This acquisition was accounted for using the acquisition method of accounting. As of August 2, 2018, the fair value of the net liabilities was $275,353 and the purchase consideration was fair valued as $3,318,842, shown below, leading to a goodwill allocation of $3,594,195. $ 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% During the year ended December 31, 2023, the Company has identified no circumstances which would call for further evaluation of goodwill impairment related to Canary (December 31, 2022: the Company identified circumstances that would call for an evaluation of goodwill impairment and therefore impaired $3,315,749 reducing the goodwill related to the Canary to $263,117). Only change in goodwill from 2022 to 2023 is due to exchange rate fluctuations. During the year ended, December 31, 2023, all of the warrants expired, none were exercised. Goodwill The Company tests for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilizes 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 the statement of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 14. Accounts Payable and Accrued Liabilities Accounts payable amounting to $2,945,568 as of December 31, 2023, primarily represents consulting and construction services related to fixed asset additions amounting to $126,059, interest on promissory notes and loans amounting to $1,628,007, outstanding and accrued professional fees amounting to $945,615. Accounts payable amounting to $2,296,935 as of December 31, 2022, primarily represents consulting and construction services related to fixed asset additions amounting to $154,811, interest on promissory notes and loans amounting to $739,130, outstanding and accrued professional fees amounting to $906,596. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions and Balances | |
Related Party Transactions and Balances | 15. Related Party Transactions and Balances During the year ended December 31, 2023, the Company expensed $312,969 (December 31, 2022: $143,677) in management service fee for services provided by the current key officers of the company. The breakdown of the related party balance as of December 31, 2023, in the amount of $11,415,557 (December 31, 2022: $10,346,465) is below: Debt purchase by CL Investors Inc. On June 15, 2020, the Company and its subsidiaries, entered into a Debt Agreement with CLI explained in Note 1. The Canary Debt, Term, repayment schedule, security and options are set forth in Note 1.As of December 31, 2023, $3,781 (CAD $5,000) is still outstanding from CLI. Interest expense charged for the year ended in the amount of $373,283 (CAD $503,756) 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 $621,682 (CAD 822,222) 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: 2024 $ 3,446,680 2025 4,433,794 Total 7,880,474 Current portion (7,880,474) Non-current portion $ — During the year ended December 31, 2023, the Company could not make repayments of certain debt owed to a related party in accordance with the agreed repayment schedule, and is therefore in breach of the loan agreement as at year end. Consequently, the Company has reclassified the entire outstanding balance of the loan to current liabilities. At this stage the Company is under discussions to formalize the arrangements with the lender to revise the terms of the loans. The Debt Agreement Amendment and CLI Warrants are explained in Note 1. Refer to Note 12 for additional details on the CLI Warrants. The combined impact of both transactions resulted in a debt issuance cost of $251,518. This debt issuance cost will be amortized over the term of the debt on a straight-line basis. As at December 31, 2023, the balance is $82,159 of which $50,733 is current while $31,426 is non-current. Shareholder loan One of the Company’s shareholders provided a loan to the Company. The loan is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures on June 30, 2024, and therefore is presented as non-current. The loan was provided in five tranches and the latest amendment increased the maximum loan amount by $665,640 (CAD 900,000) while the rest of terms remained unchanged. The specific details of each tranche of the loan are shown below: Interest rate Maximum loan Outstanding loan CAD USD CAD USD Tranche 1 16.00 % 1,043,593 789,061 1,043,593 789,061 Tranche 2 43.26 % 1,592,787 1,204,306 1,592,787 1,204,306 Tranche 3 43.26 % 250,000 189,025 250,000 189,025 Tranche 4 43.26 % 500,000 378,050 500,000 378,050 Tranche 5 43.26 % 500,000 378,050 400,000 302,440 Total 3,886,380 2,938,492 3,786,380 2,862,882 Interest expense charged for the twelve months ended December 31, 2023, in the amount of $991,091 (CAD 1,337,504) is included in interest and bank charges on the consolidated statement of operations and comprehensive loss and accrued interest in the amount of $996,565 (CAD 1,265,164) is included in accounts payable and accrued liabilities on the consolidated balance sheet. A Ninth Amending Agreement to the shareholder loan, previously filed as Exhibit 10.35, was executed on November 7, 2023, by and between Jerry Zarcone, the Company and its subsidiaries (“ Ninth Amendment Outstanding management service fee The balance owing to key officers of the Company is $689,360 (December 31, 2022: $585,261). Balances outstanding related to subsidiaries During the year ended December 31, 2019, the Company settled with the loan holders provided to the Company’s subsidiary, CannaKorp.The 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. These warrants expired during the year ended December 31, 2021. Of the total settlement amount, as of December 31, 2023 and December 31, 2022, $65,000 was outstanding to be paid. This amount includes late payment penalties of $25,000. During the year ended December 31, 2023, all of the warrants expired, none were exercised. Balances outstanding related to directors During the year ended December 31, 2023, 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 of December 31, 2023 is $25,632 and is included in accounts payable and accrued liabilities. The Company subleases its principal executive office premise from Norlandam Marketing Inc., a company owned by one of the directors. During the quarter ended March 31, 2021, the premises were subleased to a third party that makes rent payments directly to Norlandam Marketing Inc. The balance outstanding as of December 31, 2023 is $nil. |
Operating Lease Right-Of-Use As
Operating Lease Right-Of-Use Assets and Lease Liability | 12 Months Ended |
Dec. 31, 2023 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Operating Lease Right-Of-Use Assets and Lease Liability | 16. 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 the 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 the 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. It currently leases two office/facility spaces. For accounting purposes, this lease is treated as an operating lease. Upon adoption of ASC 842, the Company recognized $1,707,434 (CAD $2,258,212) of right-to-use assets as operating leases and operating lease obligations. The right-to-use asset was reduced by $1,580,189 (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 the year ended December 31, 2021, the Company subleased its executive premises to a third party that 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 in July 2014) with respect to its facility to produce Craft Cannabis at Scale. The lease agreement was amended effective January 1, 2020, where the amended 10-year term starts on May 1, 2020 and provides the Company with 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 $26,464 (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, $747,248 (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 was 16% (average borrowing rate of the Company). As of December 31, 2023 the weighted average remaining lease term was 6.33 years. Maturities of lease liabilities were: 2024 $ 330,456 2025 333,761 2026 337,098 2027 340,469 Thereafter 808,116 Total lease payments 2,149,900 Less imputed interest (798,467) Present value of lease liabilities 1,351,433 Current portion (127,478) Non-current portion $ 1,223,955 Below is the reconciliation of the net operating lease presented on the consolidated statement of operations: For the For the Year ended Year ended December 31, 2023 December 31, 2022 $ $ Gross operating lease expense 233,859 258,916 Gross rent and utilities expenses 241,110 594,498 Recoverable expenses from JVCo related to rent and utilities (284,784) (927,473) 190,185 (74,059) As explained in Note 12, the JVCo reimburses a certain percentage of gross expenses incurred by Canary which includes rent and utilities. Due to this unique circumstance and since operating lease expenses 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. At the year ended December 31, 2023 the recoverable amount is through April 27, 2023. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | 17. Convertible Promissory Notes Interest amounting to $39 was accrued for the year ended December 31, 2023 (December 31, 2022: $37 ). Principal amount outstanding as of December 31, 2023 and December 31, 2022 was $480 . At both reporting dates, the entire balance was current. All notes maturing prior to the date of this report are outstanding. Derivative liability During the year ended December 31, 2023, there were no conversion of principal balance of convertible promissory notes (2022: $2,648), respectively. 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 December 31, 2022 period Issuances adjustment 2023 $ $ $ $ $ Note D 1,446 — — (605) 841 Note F 10,034 — — (4,766) 5,268 Note G 3,645 — — (1,733) 1,912 15,125 — — (7,104) 8,021 Key assumptions used for the valuation of convertible notes The derivative element of the convertible notes was fair valued using the multinomial lattice model. Following assumptions were used to fair value these notes as of December 31, 2023: ● Projected annual volatility of 205% to 523% ; ● Risk free interest rate of 4.40% to 5.20% ; ● Stock price of $0.002 to 0.008 ; ● Liquidity term of 0.25 to 0.75 years; ● Dividend yield of 0% ; and ● Exercise price in the range between $0.0010 to $0.0151 . |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Deficiency | |
Stockholders' Deficiency | 18. Stockholders’ Deficiency Preferred Stock ● Par value: $0.0001 ● Authorized: 20,000,000 ● Issued: 1,000,000 shares were outstanding as of December 31, 2023 and 2022 Common Stock ● Par value: $0.0001 ● Authorized: 850,000,000 ● Issued: 617,025,999 shares are outstanding as at December 31, 2023 and 2022 As of December 31, 2023, convertible notes, warrants and preferred stock outstanding could be converted into 31,857,771 (December 31, 2022: 17,258,122), 10,400,008 (December 31, 2022: 53,950,001) and 100,000,000 (December 31, 2022: 100,000,000) shares of common stock, respectively. 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 concerning 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. 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 Stockholders 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 ratable 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 ratable 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. 2023 During the quarter ended March 31, 2023, 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 a fair value of $63, based on the market price of the Company’s stock on the date of the 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, 2023, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by the President of Serious Seeds, Smit, to the Company’s subsidiary, Canary. These were recorded at a fair value of $48, based on the market price of the Company’s stock on the date of the 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 September 30, 2023, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by the President of Serious Seeds, Simon Smit (“Smit”), to the Company’s subsidiary, Canary. These were recorded at a fair value of $99, based on the market price of the Company’s stock on the date of the 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, 2023, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by the President of Serious Seeds, Simon Smit (“Smit”), to the Company’s subsidiary, Canary. These were recorded at a fair value of $47, based on the market price of the Company’s stock on the date of the 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. 2022 During the quarter ended March 31, 2022, 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 a fair value of $153, based on the market price of the Company’s stock on the date of the 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, 2022, 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 a fair value of $114, based on the market price of the Company’s stock on the date of the 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 September 30, 2022, 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 a fair value of $120, based on the market price of the Company’s stock on the date of the 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, 2022, 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 a fair value of $73, based on the market price of the Company’s stock on the date of the 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 the 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 a gain on settlement amounting to $226,306 during the year ended December 31, 2017. Private placements 346,296 $ 18,787 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. Settlement of loans of CannaKorp 930,240 $ 80,838 Refer to Note 15 for details. Agreement with Serious Seeds 249,984 2,814 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. 1,641,520 $ 175,439 Warrants As further explained in Note 18, the warrants (with an exercise price in United States Dollar) were re-classified as a liability as of December 31, 2019, and therefore have been revalued on each quarter end. The fair value of the warrants was measured on reporting dates using the Black-Scholes option pricing model using the following assumptions: 2023 As at As at As at As at December 31, September 30, June 30, March 31, 2023 2023 2023 2023 Forfeiture rate 0% 0% 0% 0% Stock price $0.002 $0.008 $0.006 $0.003 Exercise price $0.300 to $0.350 $0.250 to $0.350 $0.250 to $0.300 $0.250 to $0.300 Volatility 358% to 438% 365% to 422% 273% to 342% 244% to 305% Risk free interest rate 4.79% 5.46% 5.40% 4.64% Expected life (years) 0.02 to 1.93 0.02 to 1.68 0.02 to 1.68 0.02 to 1.93 Expected dividend rate 0% 0% 0% 0% 2022 As at As at As at As at December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 $0.005 $0.008 $0.009 Exercise price $0.200 to $0.300 $0.200 to $0.300 $0.050 to $0.300 $0.023 to $0.250 Volatility 253% to 312% 214% to 279% 192% to 306% 192% to 306% Risk free interest rate 4.73% 4.05% 2.92% 2.28% Expected life (years) 0.02 to 1.93 0 to 1.94 0 to 1.94 0 to 1.93 Expected dividend rate 0% 0% 0% 0% The fair value of the warrants issued during the year issued was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: 2023 During quarter During quarter During quarter During quarter ended ended ended ended December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% 0% 0% Stock price $0.002 to $0.004 $0.004 to $0.009 $0.003 to $0.003 $0.003 to $0.005 Exercise price $0.350 $0.350 $0.350 $0.300 Volatility 438% 399% 342% 305% Risk free interest rate 4.60% to 5.08% 4.78% to 5.01% 3.82% to 4.51% 4.24% to 4.89% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $158 $313 $138 $160 2022 During quarter During quarter During quarter During quarter ended ended ended ended December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 to $0.006 $0.007 to $0.008 $0.005 to $0.010 $0.008 to $0.013 Exercise price $0.300 $0.300 $0.300 $0.250 Volatility 279% 279% 299% 306% Risk free interest rate 4.23% to 4.66% 2.97% to 3.50% 2.50% to 2.73% 0.88% to 1.50% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $176 $288 $306 $430 Breakdown of warrants outstanding as of December 31, 2023 and 2022 are detailed below: Remaining Remaining Warrants Warrants contractual life term contractual life term outstanding as at outstanding as at as at as at December 31, December 31, December 31, December 31, 2023 2022 2023 (years) 2022 (years) Private placements — 43,549,993 N/A 0.11 to 0.47 Serious Seeds 400,008 400,008 0.02 to 1.93 0.02 to 1.93 CLI 10,000,000 10,000,000 1.62 2.62 Total 10,400,008 53,950,001 Movement of the warrants is detailed below: Warrants as at December 31, 2021 350,178,339 Issued 200,004 Expired (296,428,342) Warrants as at December 31, 2022 53,950,001 Issued 200,004 Expired (43,749,997) Warrants as at December 31, 2023 10,400,008 Movement of the warrant liability is detailed below: Warrant liability as at December 31, 2021 22,095 Warrant liability for new issuance 1,221 Change in fair value (22,827) Warrant liability as at December 31, 2022 489 Warrant liability for new issuance 769 Change in fair value (903) Warrant liability as at December 31, 2023 355 |
Contingencies and commitments
Contingencies and commitments | 12 Months Ended |
Dec. 31, 2023 | |
Contingencies and commitments | |
Contingencies and commitments | 19. 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 $1,587,810 (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 of $150,000 was lodged against CannaKorp by the former Chief Financial Officer of CannaKorp for outstanding professional fees. No claim has been registered. The management is of the view that no material losses will arise in respect of the legal claim at the date of these consolidated financial statements. As of December 31, 2023, $188,865 has been recorded in 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. A claim for damages of $1,408,467 (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 is of the view that no material losses will arise in respect of the legal claim at the date of these consolidated financial statements. As of December 31, 2023, $10,720 has been recorded in 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 of $98,881 (CAD 130,778) was lodged against Canary by a vendor for breach of contract. The management is of the view that no material losses will arise in respect of the legal claim at the date of these consolidated financial statements. As of December 31, 2023, $101,996 (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. 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 paid $100,000 in monthly installments of $10,000 commenced in April 2021 to cGreen. During the quarter ended March 31, 2022, the outstanding balance has been paid in full and the claim is closed. Covid-19 Pandemic On March 11, 2020, the World Health Organization declared the ongoing coronavirus (“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. Despite the WHO’s declaration, on or about May 5, 2023, of the end of the COVID-19 global pandemic, the lasting impacts of COVID-19 on the United States, Canada, and the broader global economy, including supply chain disruption, may have a significant continuing negative effect on the Company and may materially impact the Company in the future. During the year ended December 31, 2023 and December 31, 2022, the pandemic and its lasting impacts did not have a material impact on the Company’s operations. As of December 31, 2023 and December 31, 2022, 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 or its lasting impacts. The Company has taken, and will again, as necessary, continue to take, steps to minimize the potential impact of the pandemic and its lasting impacts, 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. It is not possible to predict the lasting impacts 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 the lasting impacts 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 lasting impacts of the pandemic on all aspects of its business. Commitments As per the Distribution, Collaboration and Licensing Agreement (“ Serious Agreement In consideration of the Company’s appointment as Serious’ exclusive distributor in Canada, the Company will pay Serious certain royalties as follows: 1 st 2.00% of gross sales 2 nd 2.25% of gross sales 3 rd 2.50% of gross sales 4 th 2.75% of gross sales 5 th 3.00% of gross sales |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 20. Income Taxes Income taxes The provision for income taxes is calculated at a US corporate tax rate of approximately 21% (2022: 21%) as follows: 2023 2022 $ $ Expected income tax (expense) recovery from net (income) loss 67,971 949,213 Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences 331,532 3,099 Change in the valuation allowance (399,503) (952,312) — — Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31: 2023 2022 $ $ Tax effect of NOL Carryover 5,419,579 5,020,076 Less valuation allowance (5,419,579) (5,020,076) — — As of December 31, 2023, the Company performed a comprehensive analysis of its tax estimates and comparative figures accordingly, which had no net impact on deferred tax recorded. The Company had net operating loss carry forwards of approximately $25,807,517 (2022: $23,905,124) that may be offset against future taxable income from the year by 2042. No tax benefit has been reported as of December 31, 2023, consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The Company is taxed in the United States at the Federal level. All tax years since inception are open to examination because no tax returns have been filed. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events The Company’s management has evaluated subsequent events up to March 20, 2024, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has no subsequent event to report. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash | Cash Cash and cash equivalents include cash on hand and deposits at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2023 and 2022. Restricted cash represents deposits made to the Company’s bank as a requirement to use the bank’s credit card which is not available for immediate or general business use. |
Accounts receivable | Accounts receivable Account receivable consists of amounts due to the Company from customers as a result of the Company’s normal business activities. Account receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. The company records the allowance based on past history and if there are doubts on the recoverability. As of December 31, 2023, the Company has recorded an allowance for those balances which it expects to be not recoverable. On December 31, 2023 amounts due from two customers totaled approximately 59% and 70% of accounts receivable. |
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 the cost of revenue and establish a new cost basis for the inventory. The cost is determined on the basis of the average cost. Overhead costs are also allocated to inventory including salaries and utilities. |
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 the 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. |
Shipping and Handling Cost | Shipping and Handling Cost Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of goods sold. Shipping and handling for inventory, if any, are included as a component of inventory on the consolidated balance sheets, and in cost of goods sold in the consolidated statements of operations when the product is sold. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The Company evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. |
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 consolidated 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 generated revenue of $3,720,169 during the year ended December 31, 2023, and Snil in 2022. There are three of the customers whose revenue is more than 10% of the total revenue. In addition, Canary generated revenue of $791,285 (though its investment in JVCo) during the year ended December 31, 2023 (2022: $3,916,539) and is represented as a share of income (losses) from joint venture on the consolidated statement of operations. The revenue was concentrated to twenty one customers (2022: thirteen). The revenue represents the sale of cannabis products. Since the customers have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 12 for additional details. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar, and the US-based parent is the U.S. dollar. In addition, effective April 1, 2019, the Company changed its functional currency from United States Dollar to Canadian Dollar thereby having an impact on additional paid-in capital and accumulated comprehensive income (loss). The presentation currency of the Company has remained unchanged at United States Dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from the translation of these foreign currency transactions are included in net income (loss) for the year. In translating the consolidated financial statements of the Company and its Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high-quality banking institutions. The Company has cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2023 whereas cash balances were not in excess of FDIC limit as of December 31, 2022. |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Operating Leases | Operating Leases The Company leases office space and the production facility under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share FASB ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic earnings (loss) per common share excludes 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 (loss) per common share reflect the potential dilution of securities that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the year ended December 31, 2023, basic and diluted EPS are the same due to net loss result. For the year ended December 31, 2022, basic and diluted EPS are the same due to net loss result. |
Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments In accordance with ASU 2017-11, warrants with a down round feature are treated as equity, with no adjustment for changes in fair value at each reporting period. The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Marketing Expenses | Marketing Expenses Marketing, advertising and promotion expenditures are expensed in the annual period in which the expenditure is incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. |
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 consolidated 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 consolidated 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 are valued Level 3, refer to Note 17 for further details. |
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 consolidated 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 records 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 not recorded any impairment losses related to our equity method investments during the year ended December 31, 2023 or in December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Schedule of inventory | For the Year ended December 31,2023 Product $ Finished goods 784,354 WIP (Flowers and plants) 431,574 1,215,928 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fixed Assets | |
Schedule of fixed assets | Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,453,783 770,218 43,555 6,886,818 9,154,374 Accumulated depreciation (581,301) (753,151) (43,555) (2,346,107) (3,724,114) 872,482 17,067 — 4,540,711 5,430,260 |
Joint Venture (Tables)
Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Joint Venture | |
Schedule of the activity of the period of JVCo | Period ended January 1 to April 27, 2023 2022 CAD USD CAD USD Sales 1,068,799 791,285 5,093,028 3,916,539 Cost of goods sold 620,344 459,271 2,635,640 2,026,807 Gross profit 448,455 332,014 2,457,388 1,889,732 Operation expenses 383,358 283,819 1,534,800 1,180,261 Net income 65,097 48,195 922,588 709,471 Eligible recoverable expenses 1,437,054 1,060,833 4,870,924 3,596,203 Recoverable amount 1,437,054 1,060,833 4,870,924 3,596,203 Income on equity 32,549 24,152 461,294 354,735 |
Schedule of fair value of net assets | USD Investment in JV 1,023,608 Receivable from JV 698,645 Payable to JV (129,185) 1,593,068 Cash received from Thrive 776,382 Net amount 816,686 Assets acquired: Accounts receivable 163,244 Inventory 1,690,368 Fixed asset 534,816 2,388,428 Net gain as per reconciliation 1,571,742 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Schedule of recognized identified assets acquired and liabilities assumed | $ 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) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions and Balances | |
Schedule of repayment of the minimum principal payments | 2024 $ 3,446,680 2025 4,433,794 Total 7,880,474 Current portion (7,880,474) Non-current portion $ — |
Schedule of each tranche of the shareholders loan | Interest rate Maximum loan Outstanding loan CAD USD CAD USD Tranche 1 16.00 % 1,043,593 789,061 1,043,593 789,061 Tranche 2 43.26 % 1,592,787 1,204,306 1,592,787 1,204,306 Tranche 3 43.26 % 250,000 189,025 250,000 189,025 Tranche 4 43.26 % 500,000 378,050 500,000 378,050 Tranche 5 43.26 % 500,000 378,050 400,000 302,440 Total 3,886,380 2,938,492 3,786,380 2,862,882 |
Operating Lease Right-Of-Use _2
Operating Lease Right-Of-Use Assets and Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Schedule of maturities of lease liabilities | 2024 $ 330,456 2025 333,761 2026 337,098 2027 340,469 Thereafter 808,116 Total lease payments 2,149,900 Less imputed interest (798,467) Present value of lease liabilities 1,351,433 Current portion (127,478) Non-current portion $ 1,223,955 |
Schedule of reconciliation of net operating lease | For the For the Year ended Year ended December 31, 2023 December 31, 2022 $ $ Gross operating lease expense 233,859 258,916 Gross rent and utilities expenses 241,110 594,498 Recoverable expenses from JVCo related to rent and utilities (284,784) (927,473) 190,185 (74,059) |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Promissory Notes | |
Schedule of fair value of the derivative liability | Derivative Conversions / Derivative liability as at Redemption liability as at December 31, during the Change due to Fair value December 31, 2022 period Issuances adjustment 2023 $ $ $ $ $ Note D 1,446 — — (605) 841 Note F 10,034 — — (4,766) 5,268 Note G 3,645 — — (1,733) 1,912 15,125 — — (7,104) 8,021 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Deficiency | |
Schedule of shares to be issued | 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 the 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 a gain on settlement amounting to $226,306 during the year ended December 31, 2017. Private placements 346,296 $ 18,787 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. Settlement of loans of CannaKorp 930,240 $ 80,838 Refer to Note 15 for details. Agreement with Serious Seeds 249,984 2,814 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. 1,641,520 $ 175,439 |
Schedule of fair value of the warrants | As at As at As at As at December 31, September 30, June 30, March 31, 2023 2023 2023 2023 Forfeiture rate 0% 0% 0% 0% Stock price $0.002 $0.008 $0.006 $0.003 Exercise price $0.300 to $0.350 $0.250 to $0.350 $0.250 to $0.300 $0.250 to $0.300 Volatility 358% to 438% 365% to 422% 273% to 342% 244% to 305% Risk free interest rate 4.79% 5.46% 5.40% 4.64% Expected life (years) 0.02 to 1.93 0.02 to 1.68 0.02 to 1.68 0.02 to 1.93 Expected dividend rate 0% 0% 0% 0% As at As at As at As at December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 $0.005 $0.008 $0.009 Exercise price $0.200 to $0.300 $0.200 to $0.300 $0.050 to $0.300 $0.023 to $0.250 Volatility 253% to 312% 214% to 279% 192% to 306% 192% to 306% Risk free interest rate 4.73% 4.05% 2.92% 2.28% Expected life (years) 0.02 to 1.93 0 to 1.94 0 to 1.94 0 to 1.93 Expected dividend rate 0% 0% 0% 0% During quarter During quarter During quarter During quarter ended ended ended ended December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% 0% 0% Stock price $0.002 to $0.004 $0.004 to $0.009 $0.003 to $0.003 $0.003 to $0.005 Exercise price $0.350 $0.350 $0.350 $0.300 Volatility 438% 399% 342% 305% Risk free interest rate 4.60% to 5.08% 4.78% to 5.01% 3.82% to 4.51% 4.24% to 4.89% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $158 $313 $138 $160 During quarter During quarter During quarter During quarter ended ended ended ended December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 to $0.006 $0.007 to $0.008 $0.005 to $0.010 $0.008 to $0.013 Exercise price $0.300 $0.300 $0.300 $0.250 Volatility 279% 279% 299% 306% Risk free interest rate 4.23% to 4.66% 2.97% to 3.50% 2.50% to 2.73% 0.88% to 1.50% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $176 $288 $306 $430 Remaining Remaining Warrants Warrants contractual life term contractual life term outstanding as at outstanding as at as at as at December 31, December 31, December 31, December 31, 2023 2022 2023 (years) 2022 (years) Private placements — 43,549,993 N/A 0.11 to 0.47 Serious Seeds 400,008 400,008 0.02 to 1.93 0.02 to 1.93 CLI 10,000,000 10,000,000 1.62 2.62 Total 10,400,008 53,950,001 |
Schedule of movement of the warrant liability | Warrant liability as at December 31, 2021 22,095 Warrant liability for new issuance 1,221 Change in fair value (22,827) Warrant liability as at December 31, 2022 489 Warrant liability for new issuance 769 Change in fair value (903) Warrant liability as at December 31, 2023 355 |
Movement of warrants outstanding [table text block] | Warrants as at December 31, 2021 350,178,339 Issued 200,004 Expired (296,428,342) Warrants as at December 31, 2022 53,950,001 Issued 200,004 Expired (43,749,997) Warrants as at December 31, 2023 10,400,008 |
Contingencies and commitments (
Contingencies and commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contingencies and commitments | |
Schedule of royalties payable | 1 st 2.00% of gross sales 2 nd 2.25% of gross sales 3 rd 2.50% of gross sales 4 th 2.75% of gross sales 5 th 3.00% of gross sales |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of provision for income taxes | 2023 2022 $ $ Expected income tax (expense) recovery from net (income) loss 67,971 949,213 Tax effect of expenses not deductible for income tax: Annual effect of book/tax differences 331,532 3,099 Change in the valuation allowance (399,503) (952,312) — — |
Schedule of net deferred tax assets | 2023 2022 $ $ Tax effect of NOL Carryover 5,419,579 5,020,076 Less valuation allowance (5,419,579) (5,020,076) — — |
Nature of Operations (Details)
Nature of Operations (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | Apr. 27, 2023 USD ($) | May 01, 2019 ft² | Sep. 30, 2017 ft² | |
Nature of Operations | |||||
Area of land | ft² | 44,000 | 44,000 | 44,000 | ||
Revenue through investment in a joint venture | $ 791,285 | $ 3,916,539 | |||
Release and settlement amount from thrive cannabis | $ 776,382 | ||||
Canary | |||||
Nature of Operations | |||||
Release and settlement amount from thrive cannabis | $ 1,051,000 | ||||
Canada Inc | |||||
Nature of Operations | |||||
Revenue through investment in a joint venture | $ 3,762,406 | ||||
Canary | Maximum | |||||
Nature of Operations | |||||
Equity interest in joint venture | 100% | ||||
Canary | Minimum | |||||
Nature of Operations | |||||
Equity interest in joint venture | 50% |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Going Concern | ||
Working capital deficit | $ 11,495,043 | |
Accumulated deficit | $ (31,107,348) | $ (30,783,678) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts receivable (Details) | Dec. 31, 2023 customer |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Number of customers | 2 |
Accounts receivable | Customer concentration risk | Customer one | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Concentration risk, percentage | 59% |
Accounts receivable | Customer concentration risk | Customer Two | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Concentration risk, percentage | 70% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) customer | |
Summary of Significant Accounting Policies | ||
Revenue through investment in a joint venture | $ 791,285 | $ 3,916,539 |
REVENUE | 3,720,169 | $ 0 |
Canada Inc | ||
Summary of Significant Accounting Policies | ||
Revenue through investment in a joint venture | $ 3,762,406 | |
Number of customer to whom entire revenue is sold | customer | 21 | 13 |
Furniture & office equipment | ||
Fixed Assets and Capital Work In Progress | ||
Estimated useful life | 7 years | |
Machinery & equipment | Minimum | ||
Fixed Assets and Capital Work In Progress | ||
Estimated useful life | 3 years | |
Machinery & equipment | Maximum | ||
Fixed Assets and Capital Work In Progress | ||
Estimated useful life | 5 years | |
Software | ||
Fixed Assets and Capital Work In Progress | ||
Estimated useful life | 3 years |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Details) - USD ($) | Dec. 31, 2023 | Jan. 01, 2023 |
Recently Issued Accounting Pronouncements | ||
Allowance for doubtful accounts | $ 54,909 | |
ASU 2016-13 | ||
Recently Issued Accounting Pronouncements | ||
Allowance for doubtful accounts | $ 54,909 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable | ||
Allowance for doubtful accounts | $ 54,909 | |
Bad debt expense | $ 53,813 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory | ||
Finished goods | $ 784,354 | |
WIP (Flowers and plants) | 431,574 | |
Inventory | $ 1,215,928 | $ 0 |
Prepaid Asset (Details)
Prepaid Asset (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Asset | ||
Prepaid expense | $ 42,720 | $ 41,714 |
Sales Tax Recoverable (Details)
Sales Tax Recoverable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Sales Tax Recoverable and Payable | ||
Allowance on value added tax recoverable | $ 0 | $ 0 |
Gross sales tax payable | 48,581 | 35,254 |
Gross Sales | ||
Sales Tax Recoverable and Payable | ||
Sales tax recoverable, gross | 0 | $ 0 |
Gross sales tax payable | $ 48,581 |
Intangible Assets (Details)
Intangible Assets (Details) - Licensing Agreements - Cgreen Inc - USD ($) | 12 Months Ended | ||
Jul. 27, 2020 | Aug. 08, 2019 | Dec. 31, 2023 | |
Intangible Assets | |||
Term of license | 10 years 4 months 24 days | ||
Shares issued as consideration of license | 10,000,000 | ||
Percentage of royalties on net sales | 7% | ||
Percentage of royalties on all subleasing revenues | 7% | ||
Shares not issued | 10,000,000 | ||
Outstanding royalty payable | $ 1,191,860 | ||
Settlement amount | 100,000 | ||
Gain on settlement | $ 1,704,860 | ||
Outstanding balance | $ 0 | ||
Within ten (10) days of the effective date | |||
Intangible Assets | |||
Shares issued as consideration of license | 3,500,000 | ||
Advance royalty to be paid | $ 300,000 | ||
On January 10, 2020 | |||
Intangible Assets | |||
Shares issued as consideration of license | 3,500,000 | ||
Advance royalty to be paid | $ 300,000 | ||
Not later than June 10, 2020 | |||
Intangible Assets | |||
Shares issued as consideration of license | 3,000,000 | ||
Advance royalty to be paid | $ 400,000 | ||
On or before November 10, 2020 | |||
Intangible Assets | |||
Advance royalty to be paid | $ 500,000 | ||
Within 30 days of the Effective Date | |||
Intangible Assets | |||
Settlement amount | $ 130,000 | ||
Settlement period | 30 days | ||
Monthly installment of settlement amount | $ 10,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fixed Assets | ||
Cost | $ 9,154,374 | |
Accumulated depreciation | (3,724,114) | |
Fixed assets, net | 5,430,260 | $ 5,554,225 |
Furniture & fixture | ||
Fixed Assets | ||
Cost | 1,453,783 | |
Accumulated depreciation | (581,301) | |
Fixed assets, net | 872,482 | |
Machinery & Equipment | ||
Fixed Assets | ||
Cost | 770,218 | |
Accumulated depreciation | (753,151) | |
Fixed assets, net | 17,067 | |
Software | ||
Fixed Assets | ||
Cost | 43,555 | |
Accumulated depreciation | (43,555) | |
Leasehold improvements | ||
Fixed Assets | ||
Cost | 6,886,818 | |
Accumulated depreciation | (2,346,107) | |
Fixed assets, net | $ 4,540,711 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | May 01, 2019 ft² | Sep. 30, 2017 ft² | |
Fixed Assets | ||||
Area of land | ft² | 44,000 | 44,000 | 44,000 | |
Depreciation expense | $ 811,649 | $ 885,229 | ||
Canary | ||||
Fixed Assets | ||||
Depreciation expense | 811,649 | 884,252 | ||
CannaKorp Inc | ||||
Fixed Assets | ||||
Depreciation expense | $ 491 | $ 977 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) | 12 Months Ended | |||||
Apr. 27, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2023 CAD ($) | Apr. 28, 2023 | Apr. 27, 2023 CAD ($) | |
Joint Venture | ||||||
Recovery of investment | $ 776,382 | |||||
Release and settlement amount from thrive cannabis | $ 776,382 | |||||
Investment in joint venture | 1,023,608 | 1,023,608 | ||||
Receivable from joint venture | 706,598 | $ 698,645 | ||||
Remaining balance in joint venture | 953,824 | |||||
Gain from termination of joint venture | 1,571,742 | |||||
Canary | ||||||
Joint Venture | ||||||
Release and settlement amount from thrive cannabis | 1,051,000 | |||||
Canary | ||||||
Joint Venture | ||||||
Term of the loan | 12 months | 12 months | ||||
Portion of outstanding balance of the loan guaranteed (as a percent) | 0.50% | 0.50% | ||||
Loans advanced amounts | $ 253,294 | $ 335,000 | ||||
Maximum amount of loan | $ 907,320 | $ 1,200,000 | ||||
Interest rate (as a percent) | 7% | 7% | ||||
Interest income | $ 17,376 | $ 23,450 | ||||
Interest receivable | 60,965 | $ 80,630 | ||||
Equity interest in joint venture | 50% | 100% | 50% | |||
Canary and Thrive Cannabis | ||||||
Joint Venture | ||||||
Amount received from joint venture | 1,574,982 | 2,125,482 | ||||
Recovery of investment | 1,017,555 | 1,373,218 | ||||
Interest income | $ 557,428 | $ 752,264 |
Joint Venture - Summarizes the
Joint Venture - Summarizes the activity of the period of JVCo (Details) | 4 Months Ended | 12 Months Ended | |||||
Apr. 27, 2023 USD ($) | Apr. 27, 2023 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Apr. 27, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | |
Joint Venture | |||||||
Sales | $ 3,720,169 | $ 0 | |||||
Cost of goods sold | 2,065,149 | 0 | |||||
Gross profit | 1,655,020 | 0 | |||||
Operation expenses | 2,086,299 | 1,239,514 | |||||
Net Income (Loss) | $ (323,670) | (4,520,064) | |||||
Canary | |||||||
Joint Venture | |||||||
Sales | $ 791,285 | $ 1,068,799 | 3,916,539 | $ 5,093,028 | |||
Cost of goods sold | 459,271 | 620,344 | 2,026,807 | 2,635,640 | |||
Gross profit | 332,014 | 448,455 | 1,889,732 | 2,457,388 | |||
Operation expenses | 283,819 | 383,358 | 1,180,261 | 1,534,800 | |||
Net Income (Loss) | 48,195 | 65,097 | 709,471 | 922,588 | |||
Eligible recoverable expenses | 1,060,833 | 3,596,203 | $ 1,437,054 | $ 4,870,924 | |||
Recoverable amount | 1,060,833 | 3,596,203 | $ 1,437,054 | $ 4,870,924 | |||
Income (loss) on equity | $ 24,152 | $ 32,549 | $ 354,735 | $ 461,294 |
Joint Venture -Agreement and ob
Joint Venture -Agreement and obtaining 100 percentage shares of the JVCo (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Apr. 27, 2023 | |
Joint Venture | ||
Investment in JV | $ 1,023,608 | $ 1,023,608 |
Receivable from JV | $ 698,645 | $ 706,598 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | |
Payable to JV | $ (129,185) | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | |
Gross Investment in Joint Venture | $ 1,593,068 | |
Cash received from Thrive | 776,382 | |
Net amount | 816,686 | |
Accounts receivables | 163,244 | |
Inventory | 1,690,368 | |
Fixed assets | 534,816 | |
Assets acquired | 2,388,428 | |
Net gain as per reconciliation | $ 1,571,742 |
Goodwill - Purchase considerati
Goodwill - Purchase consideration (Details) - Visava Inc | Aug. 02, 2018 USD ($) $ / shares shares |
Goodwill | |
Purchase consideration | $ 3,318,842 |
Common stock | |
Goodwill | |
Number of Common stock | shares | 25,500,000 |
Share price | $ / shares | $ 0.067 |
Fair value of Common Stock | $ 1,695,750 |
Warrant | |
Goodwill | |
Number of Common stock | shares | 25,000,000 |
Share price | $ / shares | $ 0.065 |
Fair value of warrant | $ 1,623,092 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 12 Months Ended | ||||
Aug. 02, 2018 USD ($) Y | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 31, 2019 $ / shares | |
Goodwill | |||||
Goodwill | $ 269,460 | $ 263,117 | |||
Warrants exercised during the period | shares | 0 | ||||
Impairment of goodwill | $ 3,315,749 | ||||
Warrants issued to purchase shares of common stock | shares | 10,400,008 | 53,950,001 | 350,178,339 | ||
Forfeiture rate | |||||
Goodwill | |||||
Derivative liability, measurement input | 0 | ||||
Stock price | |||||
Goodwill | |||||
Derivative liability, measurement input | 0.067 | ||||
Exercise price | |||||
Goodwill | |||||
Derivative liability, measurement input | 0.10 | ||||
Volatility | |||||
Goodwill | |||||
Derivative liability, measurement input | 329 | ||||
Expected life | |||||
Goodwill | |||||
Derivative liability, measurement input | Y | 2 | ||||
Expected dividend rate | |||||
Goodwill | |||||
Derivative liability, measurement input | 0 | ||||
Visava Inc | |||||
Goodwill | |||||
Purchase consideration | $ 3,318,842 | ||||
Impairment of goodwill | $ 263,117 | ||||
Visava Inc | Canary Rx Inc | |||||
Goodwill | |||||
Purchase consideration | 3,318,842 | ||||
Fair value of net liabilities | 275,353 | ||||
Goodwill | $ 3,594,195 | ||||
Impairment of goodwill | $ 3,315,749 | ||||
CannaKorp Inc | |||||
Goodwill | |||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.15 | ||||
Warrants exercised during the period | shares | 0 | ||||
Visava Inc | Risk free interest rate | |||||
Goodwill | |||||
Derivative liability, measurement input | 0.0266 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 2,945,568 | $ 2,296,935 |
Consulting and construction services | 126,059 | 154,811 |
Interest on promissory notes and loans | 1,628,007 | 739,130 |
Accrued professional fees | $ 945,615 | $ 906,596 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) | 12 Months Ended | |||||
Aug. 14, 2020 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 CAD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) $ / shares shares | Dec. 31, 2023 CAD ($) | |
Related Party Transactions and Balances | ||||||
Other receivable | $ 3,781 | $ 3,692 | ||||
Interest expense | $ 1,410,974 | 1,121,595 | ||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
Debt issuance cost | $ 251,518 | $ 49,520 | 51,599 | |||
Outstanding balance of debt issuance costs | 82,159 | |||||
Debt issuance costs, current | 50,733 | |||||
Debt issuance costs, non-current | 31,426 | |||||
Interest expense on loan | 991,091 | $ 1,337,504 | ||||
Accrued interest expense | $ 996,565 | $ 1,265,164 | ||||
Warrants exercised during the period | shares | 0 | 0 | ||||
CannaKorp Inc | ||||||
Related Party Transactions and Balances | ||||||
Total amount subject to loan settlement | $ 817,876 | |||||
Payment of consideration in cash | $ 954,374 | |||||
Shares issued for settlement | shares | 920,240 | |||||
Warrants issued for settlement | shares | 920,240 | |||||
Exercise prices | $ / shares | $ 0.15 | |||||
Loss on loan settlement | $ 136,498 | |||||
Outstanding balance of loan | $ 65,000 | 65,000 | ||||
Warrants exercised during the period | shares | 0 | 0 | ||||
Related party late payment penalties amount | $ 25,000 | 25,000 | ||||
Interest and bank charges | ||||||
Related Party Transactions and Balances | ||||||
Interest expense | 373,283 | $ 503,756 | ||||
Management Services | ||||||
Related Party Transactions and Balances | ||||||
Amounts due to related parties | 11,415,557 | |||||
Key Officers | ||||||
Related Party Transactions and Balances | ||||||
Outstanding management service fee | 689,360 | 585,261 | ||||
CL Investors Inc | ||||||
Related Party Transactions and Balances | ||||||
Other receivable | 3,781 | 5,000 | ||||
Chief Executive Officers, President, Chief Financial Officers and other Key Officers [Member] | ||||||
Related Party Transactions and Balances | ||||||
Amounts due to related parties | 10,346,465 | |||||
Norlandam Marketing Inc. | ||||||
Related Party Transactions and Balances | ||||||
Outstanding balance of loan | 0 | |||||
GTA Angel Group | ||||||
Related Party Transactions and Balances | ||||||
Amounts due to related parties | 25,632 | |||||
Purchase goods, value | 0 | |||||
CLI | ||||||
Related Party Transactions and Balances | ||||||
Other liabilities | 621,682 | $ 822,222 | ||||
Former CEO, President, CFO and Other Current Key Officers | ||||||
Related Party Transactions and Balances | ||||||
Management service fee | $ 312,969 | $ 143,677 |
Related Party Transactions an_4
Related Party Transactions and Balances - Repayment schedule of the minimum principal payments (Details) | Dec. 31, 2023 USD ($) |
Related Party Transactions and Balances | |
2024 | $ 3,446,680 |
2025 | 4,433,794 |
Total | 7,880,474 |
Current portion | $ (7,880,474) |
Related Party Transactions an_5
Related Party Transactions and Balances - Shareholder loan (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) |
Related Party Transactions and Balances | ||
Amount of accrued interest converted into principal | $ 665,640 | $ 900,000 |
Maximum loan | 2,938,492 | 3,886,380 |
Outstanding loan | $ 2,862,882 | $ 3,786,380 |
Tranche 1 | ||
Related Party Transactions and Balances | ||
Interest rate | 16% | 16% |
Maximum loan | $ 789,061 | $ 1,043,593 |
Outstanding loan | $ 789,061 | $ 1,043,593 |
Tranche 2 | ||
Related Party Transactions and Balances | ||
Interest rate | 43.26% | 43.26% |
Maximum loan | $ 1,204,306 | $ 1,592,787 |
Outstanding loan | $ 1,204,306 | $ 1,592,787 |
Tranche 3 | ||
Related Party Transactions and Balances | ||
Interest rate | 43.26% | 43.26% |
Maximum loan | $ 189,025 | $ 250,000 |
Outstanding loan | $ 189,025 | $ 250,000 |
Tranche 4 | ||
Related Party Transactions and Balances | ||
Interest rate | 43.26% | 43.26% |
Maximum loan | $ 378,050 | $ 500,000 |
Outstanding loan | $ 378,050 | $ 500,000 |
Tranche 5 | ||
Related Party Transactions and Balances | ||
Interest rate | 43.26% | 43.26% |
Maximum loan | $ 378,050 | $ 500,000 |
Outstanding loan | $ 302,440 | $ 400,000 |
Operating Lease Right-Of-Use _3
Operating Lease Right-Of-Use Assets and Lease Liability (Details) | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) lease | Dec. 31, 2023 CAD ($) lease | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2020 USD ($) | Jan. 01, 2020 CAD ($) | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Number of operating lease facilities | lease | 2 | 2 | ||||
Operating lease right-of-use assets | $ | $ 46,936 | $ 62,728 | ||||
Weighted average discount rate | 16% | 16% | ||||
weighted average remaining lease term | 6 years 3 months 29 days | 6 years 3 months 29 days | ||||
Canary Rx Inc | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Agreement increased the minimum rent including applicable taxes | $ 26,464 | $ 35,000 | ||||
Term of agreement (years) | 10 years | 10 years | ||||
Percentage of increase in minimum rent | 1% | 1% | ||||
Forgiveness amount due to implementation of new lease | $ 747,248 | $ 988,293 | ||||
ASU 2016-02 | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Operating lease right-of-use assets | $ 1,707,434 | $ 2,258,212 | ||||
Reduction in right-to-use asset | $ 1,580,189 | $ 2,089,921 |
Operating Lease Right-Of-Use _4
Operating Lease Right-Of-Use Assets and Lease Liability - Maturities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Lease Right-Of-Use Assets and Lease Liability | ||
2024 | $ 330,456 | |
2025 | 333,761 | |
2026 | 337,098 | |
2027 | 340,469 | |
Thereafter | 808,116 | |
Total lease payments | 2,149,900 | |
Less imputed interest | (798,467) | |
Present value of lease liabilities | 1,351,433 | |
Current portion | (127,478) | $ (110,586) |
Non-current portion | $ 1,223,955 | $ 1,319,619 |
Operating Lease Right-Of-Use _5
Operating Lease Right-Of-Use Assets and Lease Liability - Reconciliation of net operating lease (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||
Gross operating lease expense | $ 233,859 | $ 258,916 |
Gross rent and utilities expenses | 241,110 | 594,498 |
Recoverable expenses from JVCo related to rent and utilities | (284,784) | (927,473) |
Net operating lease expense | $ 190,185 | $ (74,059) |
Convertible Promissory Notes -
Convertible Promissory Notes - Recorded and fair valued derivative liability (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | $ 15,125 |
Fair value adjustment | (7,104) |
Derivative liability, end of the period | 8,021 |
Note D | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 1,446 |
Fair value adjustment | (605) |
Derivative liability, end of the period | 841 |
Note F | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 10,034 |
Fair value adjustment | (4,766) |
Derivative liability, end of the period | 5,268 |
Note G | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 3,645 |
Fair value adjustment | (1,733) |
Derivative liability, end of the period | $ 1,912 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Additional information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Y $ / shares | Dec. 31, 2022 USD ($) | |
Convertible Promissory Notes | ||
Interest amount | $ | $ 39 | $ 37 |
Dividend yield | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0 | |
Minimum | Volatility | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 2.05 | |
Minimum | Risk free interest rate | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.0440 | |
Minimum | Stock price | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.002 | |
Minimum | Liquidity term | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | Y | 0.25 | |
Minimum | Exercise price | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.0010 | |
Maximum | Volatility | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 5.23 | |
Maximum | Risk free interest rate | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.0520 | |
Maximum | Stock price | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.008 | |
Maximum | Liquidity term | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | Y | 0.75 | |
Maximum | Exercise price | ||
Convertible Promissory Notes | ||
Derivative liability, measurement input | 0.0151 | |
Convertible promissory note | ||
Convertible Promissory Notes | ||
Principal amount outstanding | $ | $ 480 | 480 |
Principal balance of convertible promissory notes | $ | $ 0 | $ 2,648 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2021 | |
Stockholders' Deficiency | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized | 850,000,000 | 850,000,000 | 850,000,000 | 850,000,000 | ||||||||
Common stock, shares outstanding | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | ||||||||
Conversion of stock, shares converted | 100 | |||||||||||
Shares issued as consideration for consideration of the intellectual property rights | $ 257 | $ 460 | ||||||||||
Shares issued as consideration for advisory and other services (in shares) | 115,000 | |||||||||||
Shares issued as consideration for advisory and other services | $ 73,000 | |||||||||||
Value of shares, outstanding | $ (6,972,697) | $ (6,559,825) | $ (6,972,697) | $ (6,559,825) | $ (2,152,112) | |||||||
Advisory and consultancy services | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for advisory and other services (in shares) | 80,000 | |||||||||||
Shares issued as consideration for advisory and other services | $ 52,000 | |||||||||||
Series A preferred stock | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Conversion of stock, shares converted | 1 | |||||||||||
Website development services | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for advisory and other services (in shares) | 35,000 | |||||||||||
Shares issued as consideration for advisory and other services | $ 247,306 | |||||||||||
Gain on settlement of website development service cost | 226,306 | |||||||||||
Convertible notes | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Convertible notes, warrants and preferred stock into common shares | 31,857,771 | 17,258,122 | ||||||||||
Warrant | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Convertible notes, warrants and preferred stock into common shares | 10,400,008 | 53,950,001 | ||||||||||
Preferred stock warrants | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Convertible notes, warrants and preferred stock into common shares | 100,000,000 | 100,000,000 | ||||||||||
Shares to be issued | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 62,496 | |||
Shares issued as consideration for consideration of the intellectual property rights | $ 47 | $ 99 | $ 48 | $ 63 | $ 73 | $ 120 | $ 114 | $ 153 | $ 257 | $ 460 | ||
Shares, outstanding | 1,641,520 | 1,579,024 | 1,641,520 | 1,579,024 | 1,516,528 | |||||||
Value of shares, outstanding | $ 175,439 | $ 175,182 | $ 175,439 | $ 175,182 | $ 174,722 | |||||||
Shares to be issued | Settlement of loans | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for advisory and other services | $ 80,838 | |||||||||||
Shares issued on settlement of debt | 930,240 | |||||||||||
Common stock | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares, outstanding | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | |||||||
Value of shares, outstanding | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | |||||||
Common stock | Private placements | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for advisory and other services | $ 18,787 | |||||||||||
Shares to be issued | 346,296 | |||||||||||
Common stock | Website development services | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares issued as consideration for advisory and other services | $ 21,000 | |||||||||||
Serious seeds | ||||||||||||
Stockholders' Deficiency | ||||||||||||
Shares to issue as consideration for intangible assets (in shares) | 249,984 | |||||||||||
Shares to issue as consideration for intangible assets | $ 2,814 |
Stockholders' Deficiency - Warr
Stockholders' Deficiency - Warrants (Details) - USD ($) | 3 Months Ended | |||||||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Stockholders' Deficiency | ||||||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||
Exercise price | $ 0.350 | $ 0.350 | $ 0.350 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.350 | $ 0.350 | $ 0.350 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 |
Volatility | 438% | 399% | 342% | 305% | 279% | 279% | 299% | 306% | ||||||||
Expected life (years) | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | ||||||||
Expected dividend rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||
Fair value of warrants | $ 158 | $ 313 | $ 138 | $ 160 | $ 176 | $ 288 | $ 306 | $ 430 | $ 158 | $ 313 | $ 138 | $ 160 | $ 176 | $ 288 | $ 306 | $ 430 |
Minimum | ||||||||||||||||
Stockholders' Deficiency | ||||||||||||||||
Stock price | $ 0.002 | $ 0.004 | $ 0.003 | $ 0.003 | $ 0.004 | $ 0.007 | $ 0.005 | $ 0.008 | $ 0.002 | $ 0.004 | $ 0.003 | $ 0.003 | $ 0.004 | $ 0.007 | $ 0.005 | $ 0.008 |
Exercise price | 0.300 | 0.300 | 0.250 | $ 0.300 | $ 0.300 | $ 0.250 | ||||||||||
Risk free interest rate | 4.60% | 4.78% | 3.82% | 4.24% | 4.23% | 2.97% | 2.50% | 0.88% | ||||||||
Maximum | ||||||||||||||||
Stockholders' Deficiency | ||||||||||||||||
Stock price | $ 0.004 | $ 0.009 | $ 0.003 | $ 0.005 | $ 0.006 | $ 0.008 | $ 0.010 | $ 0.013 | $ 0.004 | $ 0.009 | $ 0.003 | $ 0.005 | $ 0.006 | $ 0.008 | $ 0.010 | $ 0.013 |
Risk free interest rate | 5.08% | 5.01% | 4.51% | 4.89% | 4.66% | 3.50% | 2.73% | 1.50% | ||||||||
Warrant | ||||||||||||||||
Stockholders' Deficiency | ||||||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||
Stock price | $ 0.002 | $ 0.008 | $ 0.006 | $ 0.003 | $ 0.004 | $ 0.005 | $ 0.008 | $ 0.009 | $ 0.002 | $ 0.008 | $ 0.006 | $ 0.003 | $ 0.004 | $ 0.005 | $ 0.008 | $ 0.009 |
Risk free interest rate | 4.79% | 5.46% | 5.40% | 4.64% | 4.73% | 4.05% | 2.92% | 2.28% | ||||||||
Expected dividend rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||
Warrant | Minimum | ||||||||||||||||
Stockholders' Deficiency | ||||||||||||||||
Exercise price | $ 0.300 | $ 0.250 | $ 0.250 | $ 0.250 | $ 0.200 | $ 0.200 | $ 0.050 | $ 0.023 | 0.300 | 0.250 | 0.250 | 0.250 | 0.200 | $ 0.200 | $ 0.050 | $ 0.023 |
Volatility | 358% | 365% | 273% | 244% | 253% | 214% | 192% | 192% | ||||||||
Expected life (years) | 7 days | 7 days | 7 days | 7 days | 7 days | 0 years | 0 years | 0 years | ||||||||
Warrant | Maximum | ||||||||||||||||
Stockholders' Deficiency | ||||||||||||||||
Exercise price | $ 0.350 | $ 0.350 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.350 | $ 0.350 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 |
Volatility | 438% | 422% | 342% | 305% | 312% | 279% | 306% | 306% | ||||||||
Expected life (years) | 1 year 11 months 4 days | 1 year 8 months 4 days | 1 year 8 months 4 days | 1 year 11 months 4 days | 1 year 11 months 4 days | 1 year 11 months 8 days | 1 year 11 months 8 days | 1 year 11 months 4 days |
Stockholders' Deficiency - Wa_2
Stockholders' Deficiency - Warrants outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficiency | |||
Warrants outstanding | 10,400,008 | 53,950,001 | 350,178,339 |
Serious seeds | |||
Stockholders' Deficiency | |||
Warrants outstanding | 400,008 | 400,008 | |
Private placements | |||
Stockholders' Deficiency | |||
Warrants outstanding | 43,549,993 | ||
Minimum | Serious seeds | |||
Stockholders' Deficiency | |||
Remaining contractual life term | 7 days | 7 days | |
Minimum | Private placements | |||
Stockholders' Deficiency | |||
Remaining contractual life term | 1 month 9 days | ||
Maximum | Serious seeds | |||
Stockholders' Deficiency | |||
Remaining contractual life term | 1 year 11 months 4 days | 1 year 11 months 4 days | |
Maximum | Private placements | |||
Stockholders' Deficiency | |||
Remaining contractual life term | 5 months 19 days | ||
CLI | |||
Stockholders' Deficiency | |||
Warrants outstanding | 10,000,000 | 10,000,000 | |
Remaining contractual life term | 1 year 7 months 13 days | 2 years 7 months 13 days |
Stockholders' Deficiency - Move
Stockholders' Deficiency - Movement of the warrants (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Deficiency | ||
Warrants at Beginning balance | 53,950,001 | 350,178,339 |
Issued | 200,004 | 200,004 |
Expired | (43,749,997) | (296,428,342) |
Warrants at Ending balance | 10,400,008 | 53,950,001 |
Stockholders' Deficiency - Mo_2
Stockholders' Deficiency - Movement of the warrant liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement of the warrant liability | ||
Warrant liability, Beginning balance | $ 489 | $ 22,095 |
Warrant liability for new issuance | 769 | 1,221 |
Change in fair value | (903) | (22,827) |
Warrant liability, Ending balance | $ 355 | $ 489 |
Contingencies and commitments_2
Contingencies and commitments (Details) | 12 Months Ended | ||||||||||
Jul. 27, 2020 USD ($) | Dec. 06, 2018 $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 CAD ($) | Dec. 31, 2023 CAD ($) shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Loss Contingencies | |||||||||||
Approximate lawsuit, amount | $ 1,408,467 | $ 1,862,805 | |||||||||
Amount payable | $ 10,720 | ||||||||||
Warrants issued to purchase shares of common stock | shares | 10,400,008 | 10,400,008 | 53,950,001 | 350,178,339 | |||||||
Canary case, one | |||||||||||
Loss Contingencies | |||||||||||
Approximate lawsuit, amount | $ 1,587,810 | $ 2,100,000 | |||||||||
CannaKorp Inc | |||||||||||
Loss Contingencies | |||||||||||
Approximate lawsuit, amount | $ 150,000 | ||||||||||
Amount payable | 188,865 | ||||||||||
Cgreen Inc | |||||||||||
Loss Contingencies | |||||||||||
Settlement amount | $ 100,000 | ||||||||||
Settlement period | 30 days | ||||||||||
Monthly installment of settlement amount | $ 10,000 | ||||||||||
Canary | |||||||||||
Loss Contingencies | |||||||||||
Approximate lawsuit, amount | $ 98,881 | $ 130,778 | |||||||||
Amount payable | $ 101,996 | $ 138,150 | |||||||||
Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Common stock, shares issued | shares | 5,208 | ||||||||||
Serious Seeds | Common Stock Purchase Warrants | |||||||||||
Loss Contingencies | |||||||||||
Common stock, 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 | |||||||||||
Loss Contingencies | |||||||||||
Exercise prices | $ / shares | $ 0.20 | ||||||||||
Serious Seeds | Maximum | Common Stock Purchase Warrants | |||||||||||
Loss Contingencies | |||||||||||
Exercise prices | $ / shares | $ 0.35 | ||||||||||
Within 30 days of the Effective Date | Cgreen Inc | |||||||||||
Loss Contingencies | |||||||||||
Settlement amount | $ 130,000 | ||||||||||
1st year | Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Percentage of royalties on gross sales | 2% | 2% | |||||||||
2nd year | Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Percentage of royalties on gross sales | 2.25% | 2.25% | |||||||||
3rd year | Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Percentage of royalties on gross sales | 2.50% | 2.50% | |||||||||
4th year | Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Percentage of royalties on gross sales | 2.75% | 2.75% | |||||||||
5th and following years | Serious Seeds | |||||||||||
Loss Contingencies | |||||||||||
Percentage of royalties on gross sales | 3% | 3% |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Expected income tax (expense) recovery from net (income) loss | $ 67,971 | $ 949,213 |
Tax effect of expenses not deductible for income tax: | ||
Annual effect of book/tax differences | 331,532 | 3,099 |
Change in valuation allowance | (399,503) | (952,312) |
Income tax expense (benefit), total | $ 0 | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 5,419,579 | $ 5,020,076 |
Less valuation allowance | (5,419,579) | (5,020,076) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21% | 21% |
Operating loss carryforwards | $ 25,807,517 | $ 23,905,124 |
Operating loss expiration period description | 2042 | |
Income taxes expense (benefit) | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (323,670) | $ (4,520,064) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |