Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 09, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | PINEAPPLE, INC. | |
Entity Central Index Key | 0001654672 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,461,200 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | ||
Stock subscription receivable | 1,000,000 | 1,000,000 |
Total Current Assets | 1,000,000 | 1,000,000 |
Property and equipment (net of depreciation) | 19,621 | 21,778 |
Operating lease right-of-use asset | 16,820 | 40,775 |
Other Assets: | ||
Equity method investment | 9,826,547 | 10,938,715 |
Deposits | 7,944 | 7,944 |
Total Other Assets | 9,834,491 | 10,946,659 |
Total Assets | 10,870,932 | 12,009,212 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 896,774 | 871,528 |
Accrued interest payable | 27,208 | 312,182 |
Stock subscriptions payable | 6,000 | 5,940,720 |
Operating lease liability | 16,968 | 41,142 |
Due to affiliates | 61,518 | 39,048 |
Notes payable, related party | 1,534,155 | 2,139,753 |
Note payable | 19,838 | 19,838 |
Advances on agreements | 784,000 | 784,000 |
Put option liability | 1,000,000 | 1,000,000 |
Contingent liabilities | 140,048 | 140,048 |
Total Current Liabilities | 4,486,509 | 11,288,259 |
Total Liabilities | 4,486,509 | 11,288,259 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock value | ||
Common stock, $0.0000001 par value, 500,000,000 shares authorized, 87,446,200 and 76,890,925 shares issued and outstanding, respectively | 8 | 7 |
Additional paid-in-capital | 20,079,826 | 14,139,607 |
Accumulated deficit | (13,695,411) | (13,418,661) |
Total Stockholders' Equity | 6,384,423 | 720,953 |
Total Liabilities and Stockholders' Equity | 10,870,932 | 12,009,212 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.00 | $ 0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 87,446,200 | 76,890,925 |
Common stock, shares outstanding | 87,446,200 | 76,890,925 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00 | $ 0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 15,000 | |
Operating Expenses | ||
General and administrative | 195,805 | 124,627 |
Depreciation | 2,157 | 2,157 |
Total Operating Expenses | 197,962 | 126,784 |
Operating loss | (197,962) | (111,784) |
Other (Income) Expense | ||
Interest expense | 28,620 | 35,543 |
Loss on settlement of debt | 12,375 | |
Loss from equity method investment | 50,168 | 2,592 |
Total Other (Income) Expense | 78,788 | 50,510 |
Loss from operations before taxes | (276,750) | (162,294) |
Provision for income taxes | ||
Net Loss | $ (276,750) | $ (162,294) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 |
Weighted Average Common Shares - Basic and Diluted | 82,580,637 | 65,862,925 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 6 | $ 7,952,586 | $ (12,250,199) | $ (4,297,607) |
Beginning balance, shares at Dec. 31, 2018 | 65,862,925 | |||
Gain of settlements of related party debt | 135,122 | 135,122 | ||
Refund of additional paid-in-capital | (2,500) | (2,500) | ||
Net loss | (162,294) | (162,294) | ||
Ending balance at Mar. 31, 2019 | $ 6 | 8,085,208 | (12,412,493) | (4,327,279) |
Ending balance, shares at Mar. 31, 2019 | 65,862,925 | |||
Beginning balance at Dec. 31, 2018 | $ 6 | 7,952,586 | (12,250,199) | (4,297,607) |
Beginning balance, shares at Dec. 31, 2018 | 65,862,925 | |||
Ending balance at Dec. 31, 2019 | $ 7 | 14,139,607 | (13,418,661) | 720,953 |
Ending balance, shares at Dec. 31, 2019 | 76,890,925 | |||
Common stock issued for settlements of debt and payables | 440,220 | 440,220 | ||
Common stock issued for settlements of debt and payables, shares | 555,275 | |||
Issuance of common shares for equity method investment | $ 1 | 5,499,999 | 5,500,000 | |
Issuance of common shares for equity method investment, shares | 10,000,000 | |||
Net loss | (276,750) | (276,750) | ||
Ending balance at Mar. 31, 2020 | $ 8 | $ 20,079,826 | $ (13,695,411) | $ 6,384,423 |
Ending balance, shares at Mar. 31, 2020 | 87,446,200 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (276,750) | $ (162,294) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 2,157 | 2,157 | ||
Non-cash lease expense | (219) | 529 | ||
Loss from equity method investment | 50,168 | 2,592 | ||
Loss on settlement of debt | 12,375 | |||
Interest expense - debt settlements | 4,125 | |||
Gain from related party settlements | 135,122 | |||
Stock-based compensation | 5,500 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,500) | |||
Accounts payable and accrued liabilities | 25,246 | (120,771) | ||
Accrued interest payable | 24,657 | (24,194) | ||
Due to affiliates | 22,470 | |||
Net cash used in operating activities | (146,771) | (152,859) | ||
Cash Flows from Financing Activities | ||||
Proceeds from related party notes payable | 148,671 | 165,359 | ||
Repayments of related party notes payable | (1,900) | (10,000) | ||
Refund of additional paid-in-capital | (2,500) | |||
Net cash provided by financing activities | 146,771 | 152,859 | ||
Net Change in Cash | ||||
Cash, Beginning of Year | ||||
Cash, End of Year | ||||
Supplemental Disclosures of Cash Flow Information | ||||
Cash paid for interest | ||||
Cash paid for taxes | ||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||||
Stock and stock subscriptions issued in exchange for equity method investment | 11,000,000 | |||
Common stock issued for prior year equity method investment | 5,500,000 | |||
Common stock issued for prior year settlements | 440,220 | |||
Equity method investment exchanged for forgiveness of related party note payable and accrued interest | 1,062,000 | |||
Right-of-use asset and lease liability from the adoption of ASU 2016-02 | $ 122,985 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business Pineapple, Inc. (“Pineapple” or the “Company”) was originally formed in the state of Nevada under the name Global Resources, Ltd. on August 3, 1983. On April 12, 1999, the Company changed its name to “Helixphere Technologies Inc.”. On October 2, 2013, the Company changed its name to “New China Global Inc.”. On October 30, 2013, the Company filed its Articles of Continuance with the Secretary of State of Wyoming pursuant to which the Company was re-domiciled from the State of Nevada to the State of Wyoming. On July 15, 2014, the Company filed an amendment to its Articles of Incorporation to change its name from “New China Global Inc.” to “Globestar Industries”. On August 24, 2015, the Company entered into a Share Exchange Agreement (the “BBC Agreement”) with Better Business Consultants, Inc. (“BBC”), a corporation incorporated under the laws of California on January 29, 2015, and Shane Oei, a majority shareholder of the Company at the time. Pursuant to the terms of the BBC Agreement, BBC shareholders exchanged all of the issued and outstanding capital of BBC for an aggregate of 50,000,000 newly and duly issued, fully paid and non-assessable shares of common stock of the Company. Upon closing, BBC became a wholly owned subsidiary of the Company. In addition, Mr. Oei and Gary Stockport, another former shareholder of the Company at the time, cancelled 100,000,000 and 500,000 shares of the Company’s common stock, respectively, in connection with the BBC Agreement. As the owners and management of BBC obtained voting and operating control of the Company after the share exchange and Globestar Industries was non-operating, the transaction was accounted for as a recapitalization of BBC, accompanied by the exchange of previously issued common stock for outstanding common stock of Globestar Industries, which was recorded at a nominal value. Upon consummation of the BBC Agreement, the Company ceased its prior business of providing educational services and continued the business of BBC as its sole line of business. BBC has three wholly owned subsidiaries, Pineapple Express One LLC, a California limited liability company, Pineapple Express Two LLC, a California limited liability company, and Pineapple Properties Investments, LLC, a Washington limited liability company. On September 3, 2015, the Company changed its name to “Pineapple Express, Inc.” from “Globestar Industries.” The Company’s name had no relation to the 2008 motion picture produced by Columbia Pictures. On February 12, 2016, the Company entered into an Agreement of Merger to acquire all of the assets and assume several liabilities of THC Industries, Inc. (“THC Parent”), a California corporation, through a two-step merger (the “THC Merger”) by and among the Company, THC Parent, the Company’s wholly owned subsidiary THC Industries, LLC (“THC”), a California limited liability company, and the Company’s former wholly owned subsidiary THCMergerCo., Inc., a California corporation. In June 2016, the Company began to anticipate significant difficulties in monetizing the value of the acquired intangible assets and recorded an impairment of those assets. On August 5, 2016, the Company entered into a Forbearance Agreement with THC Industries, Inc. because of late payments. This sparked a temporary foreclosure of assets. On March 27, 2017, the Company entered into a Standstill and Waiver Agreement with THC Industries, Inc. because of additional late payments. On June 22, 2017, the Company successfully completed the conditions of the Standstill and Waiver Agreement signed between the parties on March 27, 2017. The Company made its payments and completed its conditions in full for the Forbearance Agreement. The Company gained back control of the assets relative to the purchase transaction. ln addition to having stakes in the foregoing business ventures, the Company was also assigned a patent for the proprietary Top Shelf Safe Display System (“SDS”) for use in permitted cannabis dispensaries and delivery vehicles across the United States and internationally (where permitted by law), on July 20 th On March 14, 2017, the Company entered into a Share Purchase Agreement to sell BBC and its three wholly owned subsidiaries, Pineapple Express One LLC, Pineapple Express Two LLC, and Pineapple Property Investments, LLC to a related party, Jaime Ortega, in exchange for Mr. Ortega forgiving a debt of $10,000 owed to Sky Island, Inc., a related party of the Company owned by Mr. Ortega, so that Mr. Ortega can fund and prosecute litigation claims and settle debts for the subsidiaries resulting from unconsummated parcel purchases which the Company feels was purposely circumvented by third parties involved in those transactions. Mr. Ortega, as an interested party, took these steps so the Company’s claims can be addressed against the parties at fault without negatively impacting or distracting the Company. The sale of BBC and its subsidiaries also included the transfer of liabilities owed by those entities. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations On April 7, 2017, Orr Builders, Prest-Vuksic Architects, Inc. and MSA Consulting, Inc. (all California corporations), as plaintiffs, filed a complaint upon the Company, including subsidiaries Pineapple Express One LLC and BBC, and MJ Business Consultants; Clonenetics Laboratories Cooperative, Inc.; United Pentecostal Church; and Healing Nature, LLC; within the Superior Court of the State of California for the County of Riverside, Case No. PSC 1700746 (hereinafter referred to as the “Lead Case”), and a related and consolidated Case No. PSC1702268, alleging, among other things: (i) breaches of contracts related to the DHS Project/Pineapple Park (property on which the Company planned to build out space to lease to cultivators) in the amount of $1,250,000, (ii) foreclosure of mechanics’ lien, (iii) negligent misrepresentation, and (iii) unjust enrichment (against United Pentecostal Church only). The Company was not a named defendant in this action. In 2019, the land (which was leased by the Company and sold by the Company to a third party) and warehouse (which was being built for the Company, yet completed by a third party) at 65241 San Jacinto Lane in Desert Hot Springs, CA, were ordered sold by way of judgment and the plaintiffs were entitled to recovery. The Company and its subsidiaries were dismissed from this action and the property was subsequently sold, fully releasing the Company from any further liability. On March 16, 2017, the Company formed Pineapple Express Consulting, Inc. (“PEC”) as a wholly owned subsidiary. On August 3, 2017, a letter of intent was entered into between PEC and Sky Island, Inc., whereby all the assets of Pineapple Park, LLC, a California limited liability company controlled by Sky Island, Inc. holding lease deposits, were to be transferred through a related party transfer to PEC. On December 1, 2017, the Pineapple Park project of warehouses that were to be leased out to clients was terminated. Effective December 31, 2018, Pineapple Park, LLC pulled out of this project and signed a mutual release agreement for all lessees and Pineapple Park, LLC to terminate each party’s obligations and responsibilities under the leases and the parties’ relationship. On March 19, 2019, the Company entered into a Share Exchange Agreement (the “PVI Agreement”) with Pineapple Ventures, Inc. (“PVI”) and the stockholders of PVI (the “PVI Stockholders”) in which the Company acquired a total of 50% of the outstanding shares of PVI, in consideration for 2,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock may, from time to time, be converted by the holder into shares of the Company’s common stock in an amount equal to ten shares of common stock for each one share of Series A Convertible Preferred Stock. The PVI Stockholders elected to immediately convert the 2,000,000 shares of Series A Convertible Preferred Stock into 20,000,000 shares of common stock upon issuance. As a result of the investment in PVI, the Company now has a portfolio asset with which it has entered the cannabis cultivation, production and distribution sector throughout California. PVI has several leased properties that are currently being developed to provide these cannabis-related services. PVI, through its affiliates, has obtained various cannabis-related licenses throughout California. On January 17, 2020, the Company entered into an agreement with Jaime Ortega whereby in exchange for Mr. Ortega cancelling $1,062,000 of existing loans extended to the Company by Jaime Ortega, Neu-Ventures, Inc., and Sky Island, Inc., the Company transferred to Mr. Ortega 10,000 shares of capital stock of PVI. Subsequently, on February 11, 2021, the parties entered into amended agreement pursuant to which the original number of shares sold to Mr. Ortega was reduced from 10,000 shares of capital stock of PVI to 4,827 shares of capital stock of PVI. Accordingly, the Company currently owns 45,173 shares of capital stock of PVI. This amendment was entered into to correct the original agreement and properly reflect the value of the Company’s stock at the time of the initial agreement. As of March 31, 2020 and December 31, 2019, the Company has 45.17% and 50% ownership interest, respectively, in PVI. During 2019, PVI took preliminary business steps towards a project with Nordhoff Leases, LLC (“Nordhoff”), a related party, in which Nordhoff subleased 38,875 square feet in a building to three 15% owned entities by PVI; however, the contemplated project never matriculated and the planned contribution of Nordhoff to PVI was nullified. In June and July of 2020 PVI sold its 15% investments in three entities, including the cannabis licenses associated with them, for $2.87 million to support its operations and assigned its three 15% owned entities’ subleases with Nordhoff to the buyer as part of the sale. PVI received 15% of the proceeds of the sale of the entities and their cannabis licenses. Pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated as of April 6, 2020, by and between, Pineapple Express, Inc., a Wyoming corporation (“Pineapple Express”), and Pineapple, Inc., a Nevada corporation (“Pineapple”) and wholly-owned subsidiary of Pineapple Express, effective as of April 15, 2020 (the “Effective Date”), Pineapple Express merged with and into Pineapple, with Pineapple being the surviving entity (the “Reincorporation Merger”). The Reincorporation Merger was consummated to complete Pineapple Express’ reincorporation from the State of Wyoming to the State of Nevada. The Merger Agreement, the Reincorporation Merger, the Name Change (as defined below) and the Articles of Incorporation and Bylaws of Pineapple were duly approved by the written consent of shareholders of Pineapple Express owning at least a majority of the outstanding shares of Pineapple Express’ common stock, par value $0.0000001 per share (the “PE Common Stock”). Pursuant to the Merger Agreement, the Company’s corporate name changed from “Pineapple Express, Inc.” to “Pineapple, Inc.” In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. As a result, significant volatility has occurred in both the United States and international markets. While the disruption is currently expected to be temporary, there is uncertainty around the duration. To date, the Company has experienced declining revenues, difficulty meeting debt covenants, maintaining consistent service quality with reduced revenue, and a loss of access to customers. Management expects this matter to continue to impact our business, results of operations, and financial position, but the ultimate financial impact of the pandemic on the Company’s business, results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). They do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes, and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2019 Form 10-K. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. Basis of Consolidation The consolidated financial statements include the accounts of Pineapple, Inc. and its wholly-owned subsidiaries, THC Industries, LLC and Pineapple Express Consulting, Inc., doing business as Pineapple Express. Intercompany accounts and transactions have been eliminated. The Company’s consolidated subsidiaries and/or entities were as follows: Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Date of Incorporation or Formation (Date of Acquisition, if Applicable) Attributable Interest THC Industries, LLC California 12/23/2015 (formed) 100 % Pineapple Express Consulting, Inc. California 3/16/2017 100 % Use of Estimates in Financial Reporting The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, fair values of right-of-use assets and lease liabilities, assessment of legal accruals, the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution. Cash balances may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. As of March 31, 2020 and December 31, 2019, the Company had no cash balances in excess of FDIC insured limits. Property and Equipment Property and equipment consist of furniture and fixtures and office equipment. They are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the classes of property and equipment are as follows: Office equipment 5 years Furniture and fixtures 7 years Investments – Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of March 31,2020, the Company believes the carrying value of its equity method investments were recoverable in all material respects. Deposits Deposits consist of security deposits maintained with lessors for the Company’s facility leases. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method, 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 loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2020 and December 31, 2019, the Company had no warrants outstanding and no shares issuable for conversion of notes payable. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services, net of any variable consideration (e.g., rights to return product, sales incentives, others) and any taxes collected from customers and subsequently remitted to governmental authorities. Our service revenues arise from contracts with customers and include consulting related to the licensing, development, and compliance areas of the cannabis business and operational dispensary management. The Company also provides marketing and branding consulting services. We did not identify any costs incurred during the three months ended March 31, 2020 and 2019 directly attributable to generating consulting revenue, and therefore have not categorized any costs as costs of sales. We recognize revenue when the following criteria are met: The parties to the contract have approved the contract and are committed to perform their respective obligations Each party’s rights regarding the goods or services have been identified The payment terms for the goods or services have been identified The contract has commercial substance Collectability is probable Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain customer deposits to lessen our risk of non-payment by our customers. Customer deposits are recognized as revenue as we perform under the contract. As of March 31, 2020 and December 31, 2019, the Company did not have any customer deposits recognized as unearned revenue. Changes to unearned revenue during the three months ended March 31, 2020 and 2019 are summarized as follows: 2020 2019 Unearned revenue, beginning of period $ - $ 310,680 Customer deposits received - - Customer deposits returned - - Other income recognized - - Unearned revenue, end of period $ - $ 310,680 Advertising/Promotion The Company’s advertising/promotion costs are expensed as incurred. The Company did not incur any advertising/promotion expense for the three months ended March 31, 2020 or 2019. Stock-based Compensation The Company periodically issues restricted stock and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) where the value of the award is measured on the date of grant and recognized as stock-based compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrants grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants, including the put option liability from the THC Merger, are estimated using the Black-Scholes-Merton and Binomial Option Pricing models, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton and Binomial Option Pricing models and based on actual experience. The assumptions used in the Black-Scholes-Merton and Binomial Option Pricing models could materially affect compensation expense recorded in future periods. In light of the very limited trading of our common stock, the market value of the shares issued was determined based on the then most recent price per share at which we sold common stock in a private placement during the periods then ended. As of March 31, 2020 and December 31,2019, there were no outstanding warrants. Recent Accounting Pronouncements In January 2017, the FASB has issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company adopted this guidance on January 1, 2020 and determined that its adoption has not had a material impact on its financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principle of ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company does not believe adoption will have a material impact on its financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company has an accumulated deficit of $13,695,411 at March 31, 2020 and incurred a net loss of $276,750 and utilized net cash of $146,771 in operating activities during the three months ended March 31, 2020. The Company has not generated significant revenues and has incurred net losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s primary source of operating funds since inception has been cash proceeds from the private placements of its common stock and from issuance of its short-term on demand loans, primarily from related parties. The Company intends to raise additional capital in the short term through addition of demand loans and, once the up-listing to a higher exchange is completed, through private placements to sell restricted shares of common stock to investors. There can be no assurance that these funds will be available on terms acceptable to the Company, or at all, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. During the three months ended March 31, 2020, the Company raised $148,671 in cash proceeds from the issuance of related party notes. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, scale back its current business plan or curtail operations until sufficient additional capital is raised to support further operations. The Company’s ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity and/or convertible debt financing. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment as of March 31, 2020 and December 31, 2019 is summarized as follows: March 31, 2020 December 31, 2019 Furniture and fixtures $ 43,152 $ 43,152 Office equipment 12,321 12,321 Subtotal 55,473 55,473 Less accumulated depreciation (35,852 ) (33,695 ) Property and equipment, net $ 19,621 $ 21,778 Depreciation expense for the three months ended March 31, 2020 and 2019 was $2,157 and $2,157, respectively. |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Note 5 – Equity Method Investment In March 2019, the Company acquired a 50% investment in PVI in exchange for 2,000,000 shares of the Company’s Series A Preferred stock, which upon issuance were immediately converted into 20,000,000 shares of common stock. The investment has been accounted for under the equity method. In addition to having a direct investment, the Company also noted that common ownership with PVI represents an additional variable interest. However, it was determined that the Company does not have the power to direct the activities that most significantly impact PVI’s economic performance, and therefore, the Company is not the primary beneficiary of PVI and PVI has not been consolidated under the variable interest model. The investment was recorded at cost, which was determined to be $11,000,000 based on a value of $0.55 per share of common stock. A total of 10,000,000 shares of common stock were issued as of December 31, 2019. The remaining 10,000,000 shares were issued in January 2020 and are recorded as a stock subscription payable at December 31, 2019. On January 17, 2020, the Company entered into an agreement with Jaime Ortega whereby in exchange for Mr. Ortega cancelling $1,062,000 of existing loans extended to the Company by Jaime Ortega, Neu-Ventures, Inc., and Sky Island, Inc., the Company transferred to Mr. Ortega 10,000 shares of capital stock of PVI. Subsequently, on February 11, 2021, the parties entered into amended agreement pursuant to which the original number of shares sold to Mr. Ortega was reduced from 10,000 shares of capital stock of PVI to 4,827 shares of capital stock of PVI. Accordingly, the Company currently owns 45,173 shares of capital stock of PVI. This amendment was entered into to correct the original agreement and properly reflect the value of the Company’s stock at the time of the initial agreement. As of March 31, 2020 and December 31, 2019, the Company has 45.17% and 50% ownership interest, respectively, in PVI. The following represents summarized financial information of PVI: For the three months ended For the three months ended March 31, 2020 March 31, 2019 Revenue $ 33,520 $ - Cost of goods sold 1,077 - Gross margin 32,443 - Operating expenses 141,430 103,687 Net loss $ (108,987 ) $ (103,687 ) Based on its 45.17% equity investment, the Company has recorded a loss from equity investment of $50,168 and $2,592 for the three month ended March 31, 2020 and 2019, respectively. The carrying value of the equity investment as of March 31, 2020 and December 31, 2019 was $9,826,547 and $10,938,715, respectively. In August 2019, PVI began advancing funds for payment of the Company’s monthly office rent. Total advances through December 31, 2019 and for the three months ended March 31, 2020 were $42,856 and $22,470, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 6 – Leases The Company leases office space under an operating lease expiring in June 2020. The lease includes an option to extend for an additional 3-year term with rent adjusted to market rates. The Company does not anticipate exercising the option to extend. Upon adopting ASU 2016-02 on January 1, 2019, the Company recorded a right-of-use asset and lease liability for $122,985 related to the remaining term of this operating lease. As an implicit rate was not available for the lease, the Company has used our incremental borrowing rate as the discount rate to measure the operating lease liability. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The Company has determined its incremental borrowing rate as of the inception of this lease to be 25% per year. In accordance with ASC 842, Leases, the depreciation for the Company’s operating lease right-of-use asset is recorded in periodic lease expense within the Company’s general and administrative expenses in the consolidated statements of operations. The periodic lease expense recorded during the three months ended March 31, 2020 and 2019 was $25,493 and $25,493, respectively. Total lease payments for the three months ended March 31, 2020 and 2019 were $24,474 and $18,171, respectively. Total amortization of the operating lease right-of-use asset for the three months ended March 31, 2020 and 2019 was $23,995 and $18,700, respectively. Future minimum lease payments required for this operating lease as of March 31, 2020 total $18,832, all of which is payable through June 30, 2020. Upon expiration of the lease term in June 2020, the lease reverted to a month-to-month basis until PVI entered into a new lease for the property in August 2020. The Company has agreed to pay a rent allocation to PVI of $1,000 per month. |
Notes Payable, Related Party
Notes Payable, Related Party | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Party | Note 7 – Notes Payable, Related Party Notes payable, related party, are comprised of the following as of March 31, 2020 and December 31, 2019: Noteholder Due Interest Rate Secured March 31, 2019 December 31, 2019 Sky Island, Inc. Demand 10 % No $ 1,004,755 $ 1,757,124 Matt Feinstein Demand 0 % No 349 2,249 Eric Kennedy Demand 0 % No 30,000 30,000 Rob Novinger Demand 0 % No 25,000 25,000 Neu-Ventures, Inc. Demand 0 % No 474,051 325,380 Total $ 1,534,155 $ 2,139,753 The Company entered into a series of individual notes with Sky Island, Inc., a wholly owned entity by our majority shareholder Jaime Ortega, from December 14, 2015 through March 10, 2016 in an amount including principal and interest of $751,000 (the “Prior Notes”) that were cancelled and restructured on March 10, 2016 to a subsequent promissory note (the “1 st st On April 5, 2017, the Company entered into a “2 nd st nd nd nd On July 17, 2017, the Company issued an unsecured promissory note to Sky Island for $700,000 to fund the purchase of a parcel of property necessary for the Company’s development projects from an unrelated third party. The note and accrued interest at 10% are due and payable on demand by Sky Island. In June 2020, Sky Island agreed to reduce interest charged on the outstanding balance of all notes payable to 0%. Since January 1, 2018 to December 31, 2019, the Company increased the Sky Island promissory notes from a beginning balance of $1,158,000 to a balance of $1,757,124 from additional advances and payments on behalf of the Company. In January 2020, the Company entered into an agreement to reduce the outstanding loan by $1,062,000, first applied to accrued interest of $312,891, in exchange for ownership in the Company’s equity method investment. See Note 5. This reduced the outstanding balance as of March 31, 2020 to $1,004,755. The promissory note transactions were deemed a related party transaction because Jaime Ortega, Owner/COO/Director of Sky Island, Inc., was a founding shareholder of the Company. Mr. Ortega has an aggregate ownership of 56.9% and 51.7% of the issued and outstanding common stock of the Company as of March 31, 2020 and December 31, 2019, respectively. In September 2016, the Company received a $50,000 loan from Matt Feinstein, a Director, related to the acquisition of a company investment in 2016, which was then sold in 2017. This loan and any subsequent advances are due on demand and do not incur interest. The Company received additional advances from Mr. Feinstein during the years ended December 31, 2019 and 2018 of $3,416 and $2,096, respectively. During 2019, Mr. Feinstein agreed to reduce the note balance by $14,871, which was recorded as a gain on settlement of related party debt in the consolidated statements of stockholders’ equity. The outstanding balance of Mr. Feinstein’s loan as of March 31, 2020 is $349. In May 2019, the Company agreed to a settlement with Eric Kennedy, a Director, related to deferred cash compensation that had been accrued for in the Company’s accounts payable and accrued liabilities. The settlement reduced the amount owed to $35,000 and resulted in a gain on settlement of related party payables of $36,000, which was recorded in the consolidated statements of stockholders’ equity. The remaining $35,000 owed was reclassified to related party notes payable. The note does not incur interest and was originally to be repaid through an initial $10,000 payment with monthly payments of $5,000 thereafter, but the Company was only able to make one $5,000 payment, reducing the balance to $30,000 as of March 31, 2020. As of December 31, 2018, Rob Novinger, a shareholder of the Company, has been paid $10,000 against his note with an original balance of $30,000, leaving a balance of $20,000. An additional $5,000 was added to the balance from a new advance received in 2019, leaving a balance of $25,000 at March 31, 2020. Beginning in April 2019, the Company also began receiving advances from Neu-Ventures, Inc., another entity owned by our majority shareholder, Mr. Ortega. These advances are due on demand and do not incur interest. Advances from Neu-Ventures between April and December 2019 totaled $325,280. Advances from Neu-Ventures between January and March 2020 totalled $148,671. Accrued interest payable on the Sky Island promissory notes as of March 31, 2020 and December 31, 2019 was $20,436 and $304,707, respectively. Interest expense of $28,620 and $35,543 was recorded for the three months ended March 31, 2020 and 2019, respectively. There was no interest paid on Notes Payable, Related Party, during the three months ended March 31, 2020 or 2019. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 8 – Note Payable The Company, through our former subsidiary, BBC, entered into a $25,000 small business “line of credit” with Kabbage, Inc. on July 2, 2016 for purposes of funding periodic capital needs. The original agreement provided for a term of six months but has been extended month-to-month thereafter by mutual verbal consent of the parties. The total balance of that credit line as of March 31, 2020 and December 31, 2019 is $27,313, which includes principal of $19,838 and $7,475 of accrued interest from prior years. The balance has been guaranteed by Matt Feinstein, a Director. The Company is currently in talks with a collection company to settle this debt and has stopped accruing interest. |
Advances on Agreements
Advances on Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Advances On Agreements | |
Advances on Agreements | Note 9 – Advances on Agreements At March 31, 2020 and December 31, 2019, advances on agreements balance consist of the following: Noteholder March 31, 2020 December 31, 2019 Investor One and Investor Two $ 169,000 $ 169,000 Investor Three 615,000 615,000 Advances on Agreements $ 784,000 $ 784,000 Investor One On February 16, 2016, the Company entered into a Binding Letter of Intent (“BLOI1”) with Investor One that the Company deemed a financing agreement for the purchase of a certain property (APN: 665-030-044), and upon completion of development of the acquired property, subsequently a revenue share agreement that was for the following considerations: (i) payment by Investor One of $125,000, representing one-half the purchase price of the property, (ii) the Company would have repurchased the financed property for $187,500 within one year of the purchase, and (iii) “rent” payments of $3,750/month would have occurred during the referenced one year period. During March 2016, the $125,000 in financing from Investor One, in addition to $40,768 from the Company, was deposited in Escrow No.: 7101604737-ST with Chicago Title Company against the purchase of another property (APN: 665-030-043) that was the subject of additional funding by a Investor Two, described below. Investor Two On March 18, 2016, the Company entered into a Binding Letter of Intent (“BLOI2”), subsequently amended by a Real Property Purchase and Sale Agreement and Joint Escrow Instructions (“Subsequent Land Purchase Agreement”) dated March 21, 2016, both of which the Company deemed a financing agreement for the purchase of a certain property (APN: 665-030-043) for the following considerations: (i) payment by Investor Two of $350,000 of the $515,000 purchase price of the property, (ii) the Company would assign the existing escrow amount of $165,768 to Investor Two, who would close the transaction and take title to the property, (iii) the Company would pay any taxes, fees and other out-of-pocket expenses associated with the transaction, and (iv) the Company would have repurchased the property from Investor Two for a price of $500,000 within ninety days of the closing of the transaction. On March 22, 2016, Investor Two deposited $350,000 into the escrow account referenced above and the transaction closed with title conveyed to Investor Two as required under BLOI2. Subsequent to closing, the Company defaulted under the BLOI2 and the Subsequent Land Purchase Agreement as the Company did not reacquire the property in the required ninety days after closing. As a consequence, the Company forfeited the $165,768 deposited into the Chicago Title Escrow account referenced above. Investment Accounting Treatments for Investors One and Two The escrow agreement closed and Investor Two took title to property. There is no provision in BLOI2, or in the Subsequent Land Purchase Agreement, that would impose any continuing liability on the Company other than the loss of the Company’s escrow deposit. As no terms and conditions were established to characterize the $125,000 investment as a Note Payable, the Company has recorded a continuing liability to Investor One in connection with BLOI1 having been recorded as a deferred liability. Contrary to the case with Investor Two, the Company acknowledged the additional $62,500 liability provided for under BLOI1 and $187,500 was recorded as “advances on agreements” as a short-term deferred liability on the Company’s books and records. In February 2019, the Company entered into a settlement agreement with Investor One which required the issuance of 20,000 shares of the Company’s common stock and established an additional principal sum for repayment of $200,000. The settlement includes installment payments of $10,000 per month beginning on February 15, 2019 until the balance is repaid and ends the accrual of interest. Prior to entering into the settlement agreement, the Company had recorded interest expense of $4,125, bringing the balance from $187,500 at December 31, 2018 to $191,625. The settlement agreement resulted in additional expense of $8,375. The Company made three $10,000 payments during the year ended December 31, 2019 and also reduced the value by another $1,000 in connection with the 20,000 shares being valued at $11,000 instead of the $10,000 value initially discussed. Investor Three In December 2015, the Company entered into a Revenue Share Agreement for $750,000 that was recorded as “advances on agreements” liability. As per the Revenue Share Agreement, in the event that, for the period from February 5, 2016 through the three year anniversary of the Effective Date, if Lessee fails to pay the Company any Fixed Minimum Rent, the Company shall be required to pay to Investor Three, in full, Investor Three’s share each month until the Company has paid Investor Three an aggregate of $825,000 under this Revenue Share Agreement. Thereafter, the Company shall have no further obligations or responsibilities to Investor Three in connection with this Revenue Share Agreement. Due to the above clause, by reason of defaults on the DHS Project (as defined elsewhere herein), an additional penalty of $75,000 was incurred which was recorded as deferred finance cost. During the fiscal year 2018, the Company reduced $200,000 of principal by transferring land to Investor Three. During the fiscal year 2018, the Company also recorded a loss on settlement of debt in the consolidated statements of operations increasing the balance by $97,800 to $615,000 at December 31, 2018, in accordance with a settlement discussed in further detail in Note 12. This balance remains outstanding at December 31, 2019. |
Put Option Liability
Put Option Liability | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Put Option Liability | Note 10 – Put Option Liability In connection with the THC Merger, the Company granted the THC shareholders an option to require the Company to purchase from them up to 1,478,836 shares of the Company’s common stock at a price of $0.68 per share for the period commencing on the 24-month anniversary of the closing of the THC Merger and ending on the 30-month anniversary of the closing of the THC Merger; provided, however, that they may only exercise this option if the Company’s stock price is below $0.88 and trading volume is below 50,000 a day for a 90-day period. The accounting treatment requires that the Company records the fair value of the put option liability as of the inception date and to fair value the put option liability as of each subsequent reporting date. The fair value of the Company’s put option liability from the THC Merger was estimated using the Binomial Pricing Model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options, and future dividends. Accordingly, the Company used three (3) comparables in the cannabis industry to determine a volatility range and elected to use our private placement stock price of $0.50 at issuance at December 31, 2017. The fair value as of the date of issuance of the described put option liability was determined using the Binomial Pricing Model, with the following assumptions: (1) dividend yield of 0 % (2) expected volatility of 150.00 % (3) risk-free interest rate of 1.53 % (4) expected life of 0.61 years (5) fair value of the Company’s common stock of $ 0.50 The put option liability on the date of issuance of February 12, 2016 was determined to be $706,616 and was included in the purchase price of the THC Merger. While the 30-month period expired prior to December 31, 2018, the Company is currently in arbitration related to an attempted exercise of the put option, in which the exercise of the put option was upheld by the arbitrator. Based on the Company’s asserted defenses, the Company is appealing the award. However, the Company has recorded a stock subscription receivable and a put option liability for the $1,000,000 exercise amount at March 31, 2020 and December 31, 2019 based on the pending award as discussed in Note 12. During the three months ended March 31, 2020 and 2019, there has not been any change in the fair value of the put option liability. The matter remains unresolved as of March 31, 2020 and both the stock subscription receivable and the put option liability for the $1,000,000 exercise remain outstanding. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders’ Equity The Company is authorized to issue 525,000,000 shares of capital stock, $0.0000001 par value per share, of which 5,000,000 shares are designated as Series A Convertible Preferred stock, 20,000,000 shares are designated as preferred stock and 500,000,000 shares are designated as common stock. As of March 31, 2020 and December 31, 2019, there were no shares of preferred stock issued and outstanding, and 87,446,200 and 76,890,925, respectively, shares of common stock issued and outstanding. During the three months ended March 31, 2020 and 2019, the Company did not issue any shares for services. During the three months ended March 31, 2019, the Company paid a refund of additional paid-in-capital of $2,500. During the three months ended March 31, 2019, the Company issued 10,000,000 shares of common stock in exchange for a 50% equity investment in PVI, with another 10,000,000 shares of common stock issued during the three months ended March 31, 2020. The Company has a stock subscriptions payable balance of $6,000 and $5,940,720 as of March 31, 2020 and December 31, 2019, respectively. A total of $5,500,000 of the balance at December 31, 2019 represents 10,000,000 shares of common stock issued in exchange for the Company’s investment in PVI that were not issued until February 2020. An additional $444,220 of the balance at December 31, 2019 represents the settlement of 555,275 shares payable to The Hit Channel discussed in Note 12, which were also issued during February 2020. The Company also awarded 10,000 shares with a value of $5,500 that were not yet issued as of March 31, 2020. The value of the issued stock was determined based on the value at which the Company’s stock was sold close to when the services were provided or when the donation occurred. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods. The following is a list of current litigation: Salem, et al. v. Pineapple Express, Inc., et al. JAMS Arbitration Reference Number: 1210035565 was filed July 13, 2018. This matter arises from a certain Agreement and Plan of Merger and Reorganization dated February 12, 2016. Claimants sought forfeiture of certain IP rights, more specifically, Registered Mark “THC” standard character mark (U.S. Trademark Reg. No. 1954405 registered on February 6, 1996) and Domain Name “www.thc.com”, together with proceeds Respondents have received from any royalty or licensing payments relating to the IP rights from the date of Forfeiture, as well as costs for reasonable attorneys’ fees. Arbitration was conducted on July 17-19, 2019. The arbitrator issued an award on December 23, 2019 upholding the Claimants’ exercise of the put option as discussed in Note 10 and the transfer of the IP rights. Claimants/Plaintiffs then filed a Petition to Confirm Arbitration Award and Respondents/Defendants filed a Petition to Vacate Arbitration Award in the matter entitled, Pineapple Express, Inc., et al. v. Salem, et al., bearing Los Angeles Superior Court Case Number SC129690. Both Petitions were heard on October 8, 2020, and Claimants/Plaintiffs’ Petition to Confirm Arbitration Award was granted. Pineapple Express, Inc. filed a Notice of Appeal on the same date, which is currently pending briefing schedule. Based on the pending award, the Company has accrued the $1,000,000 put option exercise amount and recorded a $1,000,000 stock subscription receivable as of March 31, 2020 and December 31, 2019. Pineapple Express, Inc. v. Ramsey Salem JAMS Arbitration Reference Number: 1220063897 was filed December 4, 2019. This matter arises from claims of breach of contract, more specifically the confidentiality provisions of certain Agreement and Plan of Merger and Reorganization dated February 12, 2016, entered into between the parties and arising from the disclosure of the interim arbitration award in the matter entitled and above-referenced as: Salem, et al. v. Pineapple Express, Inc., et al. JAMS Arbitration Reference Number: 1210035565, filed July 13, 2018, by Respondent. The matter was pending before JAMS and set for arbitration to be conducted on March 22, 2021, but the matter was continued as the parties are executing a settlement agreement resolving all claims on a global basis which is expected to be executed in April 2021. Hawkeye v. Pineapple Express, Inc., et al. Los Angeles Superior Court Case Number: BC708868 was filed June 6, 2018. Plaintiff claimed damages against Defendant in the excess of $900,000 arising from a series of successive amended and revised revenue sharing agreements pertaining to rental income from certain leasehold for premises more commonly known as 65421 San Jacinto Lane, Desert Hot Springs, CA 92240 which was not realized through no fault of Defendants, nor are Defendants contracting parties to the lease agreement or original revenue sharing agreement for which consideration was paid. Defendants deny all allegations of claims asserted in the Complaint. Notwithstanding, the parties settled the matter pursuant to a confidential settlement agreement in or about January 3, 2020. However, the matter was reduced to an entry of judgment by the court in or about February 21, 2020 for the amount of $615,000, which monies remain due and outstanding and are accrued for in the Company’s advances on agreements liability as of March 31, 2020 and December 31, 2019. The parties are cooperating to resolve this matter pursuant to the terms of the agreed upon settlement. Sharper, Inc. v. Pineapple Express, Inc., et al. Los Angeles Superior Court Case Number: 18SMCV00149 was filed November 1, 2018. Complaint for money with an amount in controversy of $32,500. The matter arises from certain claim for goods and services rendered beyond the contract claim which is wholly disputed. The court case matter was stayed on February 11, 2019 pending the outcome of Arbitration. Finnegan & Diba was substituted out of the matter on June 14, 2019. The matter was arbitrated through other counsel and the arbitrator issued a final award in favor of Petitioner in or about September 4, 2019 for the principal amount of $15,375. The award was transitioned to an entry of judgment in the total amount of $18,692 on or about February 27, 2020, against Pineapple Express, Inc. without specificity as to the judgment debtor’s state of incorporation, and Pineapple Express Consulting Inc., which remains due and outstanding. The accrual in the Company’s contingent liabilities as of March 31, 2020 and December 31, 2019 is $18,692. Cunningham v. Pineapple Express, Inc. Los Angeles Superior Court Case Number: BS171779 Judgment, ordered by the Department of Industrial Relations, Labor Commissioner’s Office, was entered by the Court on December 11, 2017. The amount of judgment entered was $47,674. Enforcement on the Judgment is continuing. Finnegan & Diba was retained to defend enforcement proceedings and substituted out of the matter in March 2019. This claim is accrued for in the Company’s contingent liabilities as of March 31, 2020 and December 31, 2019. Pineapple Express, Inc. v. Cunningham Los Angeles Superior Court Case Number: SC 127731 was filed June 21, 2017. This action arose from certain complaint and cross-complaint which were both dismissed. Defendant Cunningham pursued a cost judgment against Plaintiff and obtained a judgment in the amount of $2,367, which remains outstanding to date and since January 22, 2018. This amount has been accrued for in the Company’s contingent liabilities as of March 31, 2020 and December 31, 2019. Enforcement proceedings have ensued and said judgment remains outstanding to date. Finnegan & Diba was not the counsel of record when judgment was entered and only addressed enforcement proceedings until such time it was substituted out as counsel of record in or about June 14, 2019. The Hit Channel, Inc. v. Pineapple Express, Inc. Los Angeles Superior Court Case Number: 19STCV09006 was filed in or about March 14, 2019. This action arose from certain complaint and cross-complaint arising from certain licensing agreement entered into between the parties for the commercial exploitation of the URL and Domain Name THC.com. The matter has since resolved pursuant to the confidential settlement agreement entered into by and between the parties. The licensing agreement has been deemed terminated, and the matter has been dismissed with prejudice by order of the court on February 14, 2020. The Hit Channel was awarded $40,000 and 555,275 shares of the Company’s restricted stock as settlement, for which the Company has accrued $40,000 in contingent liabilities and $444,220 in stock subscriptions payable as of December 31, 2019. This settlement shares were issued and the $40,000 was paid in February 2020. The Company also received the website, “www.THCExpress.com” StoryCorp Consulting, dba Wells Compliance Group v. Pineapple Express, Inc. JAMS Arbitration Reference Number: 1210037058 was filed December 18, 2019. This matter arises from dispute over certain services agreement entered into between the parties in or about January 31, 2019. In 2020, the parties agreed on a settlement amount of $15,000. A final award from arbitration also awarded arbitration fees to the claimant, increasing the award from $15,000 to $23,805, which the Company has accrued in contingent liabilities as of March 31, 2020 and December 31, 2019. Claimant has since filed a Petition to Confirm Arbitration Award against Pineapple Express, Inc., a California Corporation, with the Los Angeles Superior Court bearing Case Number 20STCP04003, set for hearing on April 12, 2021. On information and belief, Pineapple Express Inc., a California Corporation, is not affiliated with Pineapple, Inc., a Nevada Corporation, formerly known as Pineapple Express, Inc., a Wyoming Corporation. Nonetheless, the parties are cooperating to resolve this matter in advance of hearing. Russ Schamun v. Pineapple Express Consulting, Inc. This is a claim for $7,500 filed by an independent contractor. There was a hearing date on August 23, 2019 and judgment was awarded to Russ Schamun. This creditor will be satisfied once the Company is in a position to satisfy the judgment. The $7,500 has been accrued for as of March 31, 2020 and December 31, 2019 in the Company’s contingent liabilities. Orr Builders, et. al. v. Pineapple Express, Inc. This action is the culmination of a multiplicity of actions and cross-actions arising from the claims to title relating to certain real property more commonly known as 65241 San Jacinto Lane, Desert Hot Springs, California 92240-5014 and construction disputes for building projects thereon. The Company and its subsidiaries were dismissed from this action and the property was subsequently sold, fully releasing the Company from any further liability. SRFF v. Pineapple Express, Inc. This matter resulted in a stipulated judgment whereas former SEC counsel claimed approximately $60,000 in legal work that was not paid for. The Company claimed that the work being charged for (a registration statement to be filed with the SEC) was not completed. Regardless of this fact, the Company signed a payment plan and confession of judgment if the plan was not honored. The result was a judgment entered in favor of SRFF because of the confession. This creditor will be satisfied once the Company is in a position to satisfy the judgment. The settlement amount has been accrued for in the Company’s accounts payable and accrued liabilities balance at March 31, 2020 and December 31, 2019. Novinger v. Pineapple Express, Inc. Los Angeles Superior Court Case Number: 20CHLC10510 was filed in or about March 11, 2020. This is a limited jurisdiction action arising from a claim for monies lent to Pineapple Express, Inc. without specificity as to the judgment debtor’s state of incorporation, for the total of $30,000, which is accrued for in the Company’s related party notes payable. On September 23, 2020, a default judgment was entered against the Company. The parties are working to resolve the matter or alternatively vacate and set aside the default judgment entered unbeknownst to Defendant. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Subsequent to March 31, 2020, a total of 1,015,000 shares of the Company’s common stock were issued for compensation and debt extinguishment. The Company entered into an Asset Purchase and Sale Agreement on September 4, 2019 (the “APA”) followed by a Letter Agreement on March 2, 2020, and closing on April 20, 2020, where the Company sold the domain “ THC.com” pineappleexpress.com” Also on December 17, 2020, the Company entered into an Intellectual Property Purchase Agreement with PVI pursuant to which the Company sold all of the Company’s trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions in exchange for Mr. Jaime Ortega, as majority principal of Buyer, waiving and cancelling $1,000,000 of the aggregate existing loans extended by Mr. Ortega to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). They do not include all of the information and footnotes required by GAAP for complete financial statements and, accordingly, certain information, footnotes, and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2019 Form 10-K. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Pineapple, Inc. and its wholly-owned subsidiaries, THC Industries, LLC and Pineapple Express Consulting, Inc., doing business as Pineapple Express. Intercompany accounts and transactions have been eliminated. The Company’s consolidated subsidiaries and/or entities were as follows: Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Date of Incorporation or Formation (Date of Acquisition, if Applicable) Attributable Interest THC Industries, LLC California 12/23/2015 (formed) 100 % Pineapple Express Consulting, Inc. California 3/16/2017 100 % |
Use of Estimates in Financial Reporting | Use of Estimates in Financial Reporting The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, fair values of right-of-use assets and lease liabilities, assessment of legal accruals, the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable and accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. |
Cash | Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are held in operating accounts at a major financial institution. Cash balances may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. As of March 31, 2020 and December 31, 2019, the Company had no cash balances in excess of FDIC insured limits. |
Property and Equipment | Property and Equipment Property and equipment consist of furniture and fixtures and office equipment. They are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the classes of property and equipment are as follows: Office equipment 5 years Furniture and fixtures 7 years |
Investments - Equity Method | Investments – Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of March 31,2020, the Company believes the carrying value of its equity method investments were recoverable in all material respects. |
Deposits | Deposits Deposits consist of security deposits maintained with lessors for the Company’s facility leases. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method, 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 loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2020 and December 31, 2019, the Company had no warrants outstanding and no shares issuable for conversion of notes payable. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services, net of any variable consideration (e.g., rights to return product, sales incentives, others) and any taxes collected from customers and subsequently remitted to governmental authorities. Our service revenues arise from contracts with customers and include consulting related to the licensing, development, and compliance areas of the cannabis business and operational dispensary management. The Company also provides marketing and branding consulting services. We did not identify any costs incurred during the three months ended March 31, 2020 and 2019 directly attributable to generating consulting revenue, and therefore have not categorized any costs as costs of sales. We recognize revenue when the following criteria are met: The parties to the contract have approved the contract and are committed to perform their respective obligations Each party’s rights regarding the goods or services have been identified The payment terms for the goods or services have been identified The contract has commercial substance Collectability is probable Customer deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain customer deposits to lessen our risk of non-payment by our customers. Customer deposits are recognized as revenue as we perform under the contract. As of March 31, 2020 and December 31, 2019, the Company did not have any customer deposits recognized as unearned revenue. Changes to unearned revenue during the three months ended March 31, 2020 and 2019 are summarized as follows: 2020 2019 Unearned revenue, beginning of period $ - $ 310,680 Customer deposits received - - Customer deposits returned - - Other income recognized - - Unearned revenue, end of period $ - $ 310,680 |
Advertising/Promotion | Advertising/Promotion The Company’s advertising/promotion costs are expensed as incurred. The Company did not incur any advertising/promotion expense for the three months ended March 31, 2020 or 2019. |
Stock-based Compensation | Stock-based Compensation The Company periodically issues restricted stock and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) where the value of the award is measured on the date of grant and recognized as stock-based compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrants grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants, including the put option liability from the THC Merger, are estimated using the Black-Scholes-Merton and Binomial Option Pricing models, which use certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton and Binomial Option Pricing models and based on actual experience. The assumptions used in the Black-Scholes-Merton and Binomial Option Pricing models could materially affect compensation expense recorded in future periods. In light of the very limited trading of our common stock, the market value of the shares issued was determined based on the then most recent price per share at which we sold common stock in a private placement during the periods then ended. As of March 31, 2020 and December 31,2019, there were no outstanding warrants. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB has issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company adopted this guidance on January 1, 2020 and determined that its adoption has not had a material impact on its financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principle of ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company does not believe adoption will have a material impact on its financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Subsidiaries and/or Entities | The Company’s consolidated subsidiaries and/or entities were as follows: Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Date of Incorporation or Formation (Date of Acquisition, if Applicable) Attributable Interest THC Industries, LLC California 12/23/2015 (formed) 100 % Pineapple Express Consulting, Inc. California 3/16/2017 100 % |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of the classes of property and equipment are as follows: Office equipment 5 years Furniture and fixtures 7 years |
Schedule of Changes to Unearned Revenue | Changes to unearned revenue during the three months ended March 31, 2020 and 2019 are summarized as follows: 2020 2019 Unearned revenue, beginning of period $ - $ 310,680 Customer deposits received - - Customer deposits returned - - Other income recognized - - Unearned revenue, end of period $ - $ 310,680 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of March 31, 2020 and December 31, 2019 is summarized as follows: March 31, 2020 December 31, 2019 Furniture and fixtures $ 43,152 $ 43,152 Office equipment 12,321 12,321 Subtotal 55,473 55,473 Less accumulated depreciation (35,852 ) (33,695 ) Property and equipment, net $ 19,621 $ 21,778 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Summary of Financial Information of Subsidiaries | The following represents summarized financial information of PVI: For the three months ended For the three months ended March 31, 2020 March 31, 2019 Revenue $ 33,520 $ - Cost of goods sold 1,077 - Gross margin 32,443 - Operating expenses 141,430 103,687 Net loss $ (108,987 ) $ (103,687 ) |
Notes Payable, Related Party (T
Notes Payable, Related Party (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Related Party Transactions | Notes payable, related party, are comprised of the following as of March 31, 2020 and December 31, 2019: Noteholder Due Interest Rate Secured March 31, 2019 December 31, 2019 Sky Island, Inc. Demand 10 % No $ 1,004,755 $ 1,757,124 Matt Feinstein Demand 0 % No 349 2,249 Eric Kennedy Demand 0 % No 30,000 30,000 Rob Novinger Demand 0 % No 25,000 25,000 Neu-Ventures, Inc. Demand 0 % No 474,051 325,380 Total $ 1,534,155 $ 2,139,753 |
Advances on Agreements (Tables)
Advances on Agreements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Advance on Agreement | At March 31, 2020 and December 31, 2019, advances on agreements balance consist of the following: Noteholder March 31, 2020 December 31, 2019 Investor One and Investor Two $ 169,000 $ 169,000 Investor Three 615,000 615,000 Advances on Agreements $ 784,000 $ 784,000 |
Put Option Liability (Tables)
Put Option Liability (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Embedded Derivative | The fair value as of the date of issuance of the described put option liability was determined using the Binomial Pricing Model, with the following assumptions: (1) dividend yield of 0 % (2) expected volatility of 150.00 % (3) risk-free interest rate of 1.53 % (4) expected life of 0.61 years (5) fair value of the Company’s common stock of $ 0.50 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Apr. 02, 2020shares | Jan. 17, 2020USD ($)shares | Jan. 17, 2020USD ($)shares | Mar. 19, 2019shares | Apr. 07, 2017USD ($) | Mar. 22, 2017USD ($) | Mar. 14, 2017USD ($) | Aug. 24, 2015shares | Jul. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2019shares | Mar. 31, 2020$ / sharesshares | Feb. 11, 2021shares | Apr. 15, 2020$ / shares | Dec. 31, 2019a$ / shares |
Breaches of contracts to related party | $ | $ 1,250,000 | ||||||||||||||
Acquisition percentage | 50.00% | ||||||||||||||
Percentage of equity ownership interest | 51.70% | 50.00% | |||||||||||||
Common stock, par value | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.00 | $ 0.00 | |||||||||||||
Pineapple Ventures, Inc., [Member] | |||||||||||||||
Number of common stock shares issued | 10,000,000 | ||||||||||||||
Percentage of equity ownership interest | 50.00% | ||||||||||||||
Pineapple Ventures, Inc., [Member] | Subsequent Event [Member] | |||||||||||||||
Number of common stock shares issued | 1,015,000 | ||||||||||||||
Pineapple Ventures, Inc., [Member] | Mr. Ortega [Member] | |||||||||||||||
Existing loan cancelled | $ | $ 1,062,000 | $ 1,062,000 | |||||||||||||
Capital stock shares issued | 10,000 | 10,000 | |||||||||||||
Percentage of equity ownership interest | 45.17% | 50.00% | |||||||||||||
Pineapple Ventures, Inc., [Member] | Mr. Ortega [Member] | Subsequent Event [Member] | |||||||||||||||
Capital stock shares issued | 4,827 | ||||||||||||||
Equity method investments shares owned | 45,173 | ||||||||||||||
Pineapple Ventures, Inc., [Member] | Nordhoff Leases, Inc [Member] | |||||||||||||||
Area of land | a | 38,875 | ||||||||||||||
Percentage of entities owned | 15.00% | ||||||||||||||
Proceed from sale of cannabis licenses | $ | $ 2,870,000 | $ 2,870,000 | |||||||||||||
Percentage proceeds from sale of cannabis licenses | 15.00% | 15.00% | |||||||||||||
Share Purchase Agreement [Member] | Better Business Consultants, Inc. [Member] | |||||||||||||||
Forgiving a debt amount | $ | $ 10,000 | ||||||||||||||
Liabilities transferred | $ | 841,511 | ||||||||||||||
Consideration received | $ | $ 10,000 | ||||||||||||||
Share Purchase Agreement [Member] | Better Business Consultants, Inc. [Member] | Mr. Oei [Member] | |||||||||||||||
Number of shares cancelled during the period | 100,000,000 | ||||||||||||||
Share Purchase Agreement [Member] | Better Business Consultants, Inc. [Member] | Mr. Gary Stockport [Member] | |||||||||||||||
Number of shares cancelled during the period | 500,000 | ||||||||||||||
Top Shelf Safe Display System [Member] | |||||||||||||||
Product retail amount | $ | $ 30,000 | ||||||||||||||
Share Exchange Agreement [Member] | Pineapple Ventures, Inc., [Member] | |||||||||||||||
Acquisition percentage | 50.00% | 50.00% | |||||||||||||
Share Exchange Agreement [Member] | Pineapple Ventures, Inc., [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Shares acquired | 2,000,000 | ||||||||||||||
Number of stock issued during the period converted | 2,000,000 | 20,000,000 | |||||||||||||
Convertible preferred stock shares converted upon issuance | 20,000,000 | 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Excess of FDIC insured limits | ||||
Property and equipment, depreciation methods | straight-line method | |||
Unearned revenue | $ 310,680 | $ 310,680 | ||
Advertising/promotion expense | ||||
Customer deposit received | ||||
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | ||||
Conversion of Notes Payable[Member] | ||||
Antidilutive securities excluded from computation of earnings per share |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Consolidated Subsidiaries and/or Entities (Details) | 3 Months Ended |
Mar. 31, 2020 | |
THC Industries, LLC [Member] | |
Name of consolidated subsidiary or entity | THC Industries, LLC |
State or other jurisdiction of incorporation or organization | California |
Date of incorporation or formation (date of acquisition, if applicable) | 12/23/2015 (formed) 2/16/2016 (acquired by us) |
Attributable interest | 100.00% |
Pineapple Express Consulting, Inc. [Member] | |
Name of consolidated subsidiary or entity | Pineapple Express Consulting, Inc. |
State or other jurisdiction of incorporation or organization | California |
Date of incorporation or formation (date of acquisition, if applicable) | 3/16/2017 |
Attributable interest | 100.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Office Equipment [Member] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Fixtures [Member] | |
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Changes to Unearned Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Unearned revenue, beginning of year | $ 310,680 | |
Customer deposits received | ||
Customer deposits returned | ||
Other income recognized | ||
Unearned revenue, end of year | $ 310,680 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' deficit | $ (13,695,411) | $ (13,418,661) | |
Net loss | (276,750) | $ (162,294) | |
Utilized net cash in operating activities | 146,771 | 152,859 | |
Proceeds from issuance of related party notes | $ 148,671 | $ 165,359 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,157 | $ 2,157 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Subtotal | $ 55,473 | $ 55,473 |
Less accumulated depreciation | (35,852) | (33,695) |
Property and equipment, net | 19,621 | 21,778 |
Furniture and Fixtures [Member] | ||
Subtotal | 43,152 | 43,152 |
Office Equipment [Member] | ||
Subtotal | $ 12,321 | $ 12,321 |
Equity Method Investment (Detai
Equity Method Investment (Details Narrative) - USD ($) | Jan. 17, 2020 | Jan. 17, 2020 | Mar. 19, 2019 | Jan. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 11, 2021 |
Acquisition percentage | 50.00% | ||||||||
Investment cost | $ 11,000,000 | ||||||||
Investment option price | $ 0.55 | ||||||||
Issuance of common shares for equity method investment | 10,000,000 | 10,000,000 | |||||||
Equity investment percentage | 51.70% | 50.00% | |||||||
Loss from equity investment | $ 50,168 | $ 2,592 | $ 61,285 | ||||||
Equity method investments | 9,826,547 | 10,938,715 | |||||||
Advance to equity investment | $ 22,470 | $ 42,856 | |||||||
Pineapple Ventures, Inc., [Member] | |||||||||
Equity investment percentage | 50.00% | 50.00% | |||||||
Pineapple Ventures, Inc., [Member] | Mr. Ortega [Member] | |||||||||
Equity investment percentage | 45.17% | 50.00% | |||||||
Existing loan cancelled | $ 1,062,000 | $ 1,062,000 | |||||||
Capital stock shares issued | 10,000 | 10,000 | |||||||
Subsequent Event [Member] | Pineapple Ventures, Inc., [Member] | Mr. Ortega [Member] | |||||||||
Capital stock shares issued | 4,827 | ||||||||
Equity method investments shares owned | 45,173 | ||||||||
Share Exchange Agreement [Member] | Pineapple Ventures, Inc., [Member] | |||||||||
Acquisition percentage | 50.00% | 50.00% | 50.00% | ||||||
Share Exchange Agreement [Member] | Pineapple Ventures, Inc., [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Convertible preferred stock shares converted upon issuance | 20,000,000 | 2,000,000 | 2,000,000 | ||||||
Number of stock issued during the period converted | 2,000,000 | 20,000,000 |
Equity Method Investment - Summ
Equity Method Investment - Summary of Financial Information of Subsidiaries (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 15,000 | |
Operating expenses | 197,962 | 126,784 |
Net loss | (276,750) | (162,294) |
PVI Agreement [Member] | ||
Revenue | 33,520 | |
Cost of goods sold | 1,077 | |
Gross margin | 32,443 | |
Operating expenses | 141,430 | 103,687 |
Net loss | $ (108,987) | $ (103,687) |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 02, 2019 | |
Lease expiration date | Jun. 30, 2020 | |||
Extended lease term | 3 years | |||
Right-of-use asset | $ 16,820 | $ 40,775 | $ 122,985 | |
Lease liability | $ 122,985 | |||
Incremental borrowing lease percentage | 25.00% | |||
Lease expense | 25,493 | $ 25,493 | ||
Lease payments | 24,474 | 18,171 | ||
Amortization of operating lease right-of-use-asset | 23,995 | $ 18,700 | ||
Future minimum lease payments | 18,832 | |||
Pineapple Ventures, Inc., [Member] | ||||
Payments of rent | $ 1,000 |
Notes Payable, Related Party (D
Notes Payable, Related Party (Details Narrative) - USD ($) | Apr. 05, 2017 | Mar. 10, 2016 | May 31, 2019 | Sep. 30, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 10, 2016 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2017 | Jul. 17, 2017 |
Debt instrument face value | $ 1,004,755 | $ 1,062,000 | ||||||||||||
Gain on settlement of debt | $ 12,375 | |||||||||||||
Notes payable, related party | $ 1,534,155 | $ 2,139,753 | $ 2,139,753 | |||||||||||
Accrued interest payable | $ 312,891 | |||||||||||||
Percentage of equity ownership interest | 51.70% | 50.00% | 50.00% | |||||||||||
Proceeds from advance | $ 148,671 | 165,359 | ||||||||||||
Interest expenses | 4,125 | |||||||||||||
Neu-Ventures, Inc., [Member] | ||||||||||||||
Proceeds from advance | 148,671 | $ 325,280 | ||||||||||||
Matt Feinstein [Member] | ||||||||||||||
Proceeds from loans | $ 50,000 | |||||||||||||
Proceeds from advance | $ 3,416 | $ 2,096 | ||||||||||||
Gain on settlement of related party debt | 14,871 | |||||||||||||
Eric Kennedy [Member] | ||||||||||||||
Debt instrument principal and interest | $ 5,000 | 5,000 | ||||||||||||
Notes payable, related party | 30,000 | |||||||||||||
Gain on settlement of related party debt | 36,000 | |||||||||||||
Related party notes payable | 35,000 | |||||||||||||
Payments to notes | 10,000 | |||||||||||||
Eric Kennedy [Member] | Minimum [Member] | ||||||||||||||
Accounts payable and accrued liabilities | $ 35,000 | |||||||||||||
Rob Novinger [Member] | ||||||||||||||
Debt instrument face value | 30,000 | |||||||||||||
Notes payable, related party | 25,000 | 20,000 | ||||||||||||
Proceeds from advance | 5,000 | |||||||||||||
Payments to notes | $ 10,000 | |||||||||||||
Mr. Feinstein's loan [Member] | ||||||||||||||
Debt instrument face value | 349 | |||||||||||||
Sky Island, Inc., [Member] | ||||||||||||||
Debt instrument face value | $ 1,000 | $ 1,000 | ||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | |||||||||||
Debt maturity date | Dec. 31, 2021 | |||||||||||||
Unsecured promissory note | $ 700,000 | |||||||||||||
Notes payable, related party | 1,757,124 | 1,757,124 | $ 1,158,000 | |||||||||||
Accrued interest payable | 20,436 | $ 304,707 | $ 304,707 | |||||||||||
Percentage of equity ownership interest | 56.90% | 56.90% | ||||||||||||
Interest expenses | $ 28,620 | $ 35,543 | ||||||||||||
Sky Island, Inc., [Member] | Subsequent Event [Member] | ||||||||||||||
Debt instrument interest rate | 0.00% | |||||||||||||
Sky Island, Inc., [Member] | Prior Notes [Member] | ||||||||||||||
Debt instrument principal and interest | $ 751,000 | |||||||||||||
Sky Island, Inc., [Member] | 1st Subsequent Note [Member] | ||||||||||||||
Debt instrument face value | $ 750,000 | $ 750,000 | ||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||
Debt maturity date | Dec. 31, 2021 | |||||||||||||
Sky Island, Inc., [Member] | 2nd Subsequent Note [Member] | ||||||||||||||
Debt instrument principal and interest | $ 484,000 | |||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||
Gain on settlement of debt | $ 178,500 |
Notes Payable, Related Party -
Notes Payable, Related Party - Schedule of Notes Payable Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Notes payable | $ 1,534,155 | $ 2,139,753 |
Sky Island, Inc., [Member] | ||
Due | Demand | Demand |
Interest Rate | 10.00% | 10.00% |
Secured | No | No |
Notes payable | $ 1,004,755 | $ 1,757,124 |
Matt Feinstein [Member] | ||
Due | Demand | Demand |
Interest Rate | 0.00% | 0.00% |
Secured | No | No |
Notes payable | $ 349 | $ 2,249 |
Eric Kennedy [Member] | ||
Due | Demand | Demand |
Interest Rate | 0.00% | 0.00% |
Secured | No | No |
Notes payable | $ 30,000 | $ 30,000 |
Rob Novinger [Member] | ||
Due | Demand | Demand |
Interest Rate | 0.00% | 0.00% |
Secured | No | No |
Notes payable | $ 25,000 | $ 25,000 |
Neu-Ventures, Inc., [Member] | ||
Due | Demand | Demand |
Interest Rate | 0.00% | 0.00% |
Secured | No | No |
Notes payable | $ 474,051 | $ 325,380 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Jul. 02, 2016 | |
Principal amount | $ 1,004,755 | $ 1,062,000 | ||
Accrued interest | $ 312,891 | |||
Line of Credit [Member] | ||||
Line of credit | 27,313 | $ 27,313 | ||
Principal amount | 19,838 | 19,838 | ||
Accrued interest | $ 7,475 | $ 7,475 | ||
Better Business Consultants, Inc. [Member] | Line of Credit [Member] | ||||
Notes payable | $ 25,000 | |||
Debt instrument term | 6 months |
Advances on Agreements (Details
Advances on Agreements (Details Narrative) - USD ($) | Feb. 15, 2019 | Mar. 18, 2016 | Feb. 16, 2016 | Feb. 28, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2016 | Mar. 22, 2016 | Dec. 31, 2015 |
Number of shares issued for common stock, value | $ 5,500,000 | ||||||||||
Interest expense | 28,620 | $ 35,543 | |||||||||
Loss on settlement of debt | $ 12,375 | ||||||||||
Investor [Member] | Binding Letter of Intent One [Member] | |||||||||||
Payments to purchased property | $ 125,000 | ||||||||||
Repurchase the financed property | 187,500 | ||||||||||
Payment of rent | $ 3,750 | ||||||||||
Advances from related party | $ 125,000 | ||||||||||
Escrow deposit | $ 40,768 | ||||||||||
Investor [Member] | Settlement Agreement [Member] | |||||||||||
Short-term deferred liability | 191,625 | $ 187,500 | |||||||||
Number of common stock shares issued | 20,000 | ||||||||||
Number of shares issued for common stock, value | $ 200,000 | ||||||||||
Installment payments | $ 10,000 | ||||||||||
Interest expense | 4,125 | ||||||||||
Settlement agreement expense | $ 8,375 | ||||||||||
Investor Two [Member] | |||||||||||
Escrow deposit | $ 350,000 | ||||||||||
Investor Two [Member] | Binding Letter of Intent Two [Member] | |||||||||||
Payments to purchased property | $ 350,000 | ||||||||||
Repurchase the financed property | 500,000 | ||||||||||
Escrow deposit | 165,768 | ||||||||||
Purchase price of property | $ 515,000 | ||||||||||
Investor Two [Member] | Binding Letter of Intent [Member] | |||||||||||
Forfeited escrow deposits | $ 165,768 | ||||||||||
Investor One and Investor Two [Member] | |||||||||||
Note payable | 125,000 | ||||||||||
Second Investor [Member] | |||||||||||
Advances on agreements | 62,500 | ||||||||||
Short-term deferred liability | 187,500 | ||||||||||
Investor [Member] | Settlement Agreement [Member] | |||||||||||
Number of common stock shares issued | 20,000 | ||||||||||
Number of shares issued for common stock, value | $ 10,000 | ||||||||||
Installment payments | 10,000 | ||||||||||
Debt reduction amount | $ 1,000 | ||||||||||
Investor Three [Member] | |||||||||||
Note payable | 200,000 | ||||||||||
Loss on settlement of debt | $ 615,000 | $ 97,800 | |||||||||
Investor Three [Member] | Revenue Share Agreement [Member] | |||||||||||
Advances on agreements | $ 750,000 | ||||||||||
Due to related party | 825,000 | ||||||||||
Deferred finance cost | $ 75,000 |
Advances on Agreements - Schedu
Advances on Agreements - Schedule of Advance on Agreement (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Advances on agreements | $ 784,000 | $ 784,000 |
Investor One and Investor Two [Member] | ||
Advances on agreements | 169,000 | 169,000 |
Investor Three [Member] | ||
Advances on agreements | $ 615,000 | $ 615,000 |
Put Option Liability (Details N
Put Option Liability (Details Narrative) - USD ($) | Feb. 12, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Options to purchase common stock shares | 1,478,836 | |||
Purchase price per share | $ 0.68 | |||
Option exercise price per share | $ 0.88 | |||
Merger description | The Company's stock price is below $0.88 and trading volume is below 50,000 a day for a 90-day period. | |||
Put obligation liability | $ 706,616 | |||
Stock subscription receivable | $ 1,000,000 | $ 1,000,000 | ||
Put option payable | $ 1,000,000 | $ 1,000,000 | ||
At Issuance [Member] | ||||
Sale of stock price per share | $ 0.50 |
Put Option Liability - Schedule
Put Option Liability - Schedule of Fair Value of Embedded Derivative (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Dividend Yield [Member] | |
Measurement input | 0 |
Expected Volatility [Member] | |
Measurement input | 150 |
Risk-Free Interest Rate [Member] | |
Measurement input | 1.53 |
Expected Life [Member] | |
Measurement input term | 7 months 10 days |
Fair Value of the Company's Common Stock [Member] | |
Measurement input | 0.50 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Capital stock authorized to issue | 525,000,000 | |||
Capital stock, par value | $ 0.00 | |||
Preferred stock shares designated | 20,000,000 | 20,000,000 | ||
Common stock shares designated | 500,000,000 | 500,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Common stock, shares issued | 87,446,200 | 76,890,925 | ||
Common stock, shares outstanding | 87,446,200 | 76,890,925 | ||
Number of shares issued for services, shares | ||||
Number of shares issued for services | ||||
Refund of additional paid-in-capital | 2,500 | |||
Equity investment percentage | 51.70% | 50.00% | ||
Stock subscriptions payable | $ 6,000 | $ 5,940,720 | ||
Issuance of common shares for equity method investment | $ 5,500,000 | |||
Issuance of common shares for equity method investment, shares | 10,000,000 | 10,000,000 | ||
Shares issued for settlement of debt payable value | $ 444,220 | |||
Shares issued for settlement of debt payable | 555,275 | |||
Awarded shares issued | 10,000 | |||
Common stock issued | $ 5,500 | |||
Common Stock [Member] | ||||
Issuance of common shares for equity method investment, shares | 10,000,000 | |||
Pineapple Ventures, Inc., [Member] | ||||
Shares of common stock in exchange | 10,000,000 | |||
Equity investment percentage | 50.00% | |||
Number of common stock shares issued | 10,000,000 | |||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock shares designated | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 27, 2020 | Aug. 23, 2019 | Jan. 22, 2018 | Apr. 07, 2017 | Feb. 29, 2020 | Mar. 31, 2020 | Feb. 12, 2021 | Dec. 31, 2019 |
Put option liability | $ 1,000,000 | $ 1,000,000 | ||||||
Stock subscription receivable | 1,000,000 | 1,000,000 | ||||||
Plaintiff claimed damages | $ 1,250,000 | |||||||
Stock subscriptions payable | 6,000 | 5,940,720 | ||||||
Pineapple Express, Inc [Member] | ||||||||
Put option liability | 1,000,000 | 1,000,000 | ||||||
Stock subscription receivable | 1,000,000 | 1,000,000 | ||||||
Plaintiff claimed damages | 900,000 | |||||||
Claims from court | 615,000 | |||||||
Amount in controversy | 32,500 | |||||||
Principal amount | 15,375 | |||||||
Judgment award transitioned | $ 18,692 | $ 2,367 | 47,674 | |||||
Contingent liabilities | 18,692 | 18,692 | ||||||
Restricted stock | $ 40,000 | $ 40,000 | ||||||
Restricted stock, shares | 555,275 | |||||||
Settlement shares issued | $ 40,000 | |||||||
Stipulated judgment claimed | 60,000 | |||||||
Judgement debtor's amount | 30,000 | |||||||
The Hit Channel, Inc. [Member] | ||||||||
Contingent liabilities | 15,000 | |||||||
Stock subscriptions payable | 444,220 | |||||||
StoryCorp Consulting, dba Wells Compliance Group [Member] | ||||||||
Judgment award transitioned | $ 15,000 | |||||||
Contingent liabilities | 23,805 | |||||||
Russ Schamun [Member] | ||||||||
Judgment award transitioned | $ 7,500 | |||||||
Contingent liabilities | $ 7,500 | $ 7,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 17, 2020 | Apr. 02, 2020 | Mar. 31, 2020 | Jan. 02, 2020 |
Debt face value | $ 1,004,755 | $ 1,062,000 | ||
Subsequent Event [Member] | Asset Purchase and Sale Agreement [Member] | Mr. Ortega [Member] | ||||
Exchange for cancellation of share value | $ 1,000,000 | |||
Subsequent Event [Member] | Recission Agreement [Member] | ||||
Debt face value | $ 1,000,000 | |||
Pineapple Ventures, Inc., [Member] | ||||
Issuance of new shares | 10,000,000 | |||
Pineapple Ventures, Inc., [Member] | Subsequent Event [Member] | ||||
Issuance of new shares | 1,015,000 | |||
Pineapple Ventures, Inc., [Member] | Subsequent Event [Member] | Intellectual Property Purchase Agreement [Member] | Mr. Ortega [Member] | ||||
Exchange for cancellation of share value | $ 1,000,000 |