Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 01, 2021 | Jun. 30, 2020 | |
Text Block [Abstract] | |||
Registrant Name | Cannabis Sativa, Inc. | ||
Registrant CIK | 0001360442 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2020 | ||
Fiscal Year End | --12-31 | ||
Number of common stock shares outstanding | 28,510,613 | ||
Public Float | $ 14,000,000 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 000-53571 | ||
Entity Incorporation, State Country Code | NV | ||
Entity Address, Address Line One | 450 Hillside Dr. #A224 | ||
Entity Address, City or Town | Mesquite | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89027 | ||
City Area Code | 702 | ||
Local Phone Number | 346-3906 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 322,107 | $ 336,107 |
Accounts receivable, net | 2,495 | 4,551 |
Advance for acquisition | 0 | 50,000 |
Inventories | 56,485 | 0 |
Investment in equity security, at fair value | 195,000 | 0 |
Other current assets | 55,199 | 3,999 |
Total Current Assets | 631,286 | 394,657 |
Investment in equity security at fair value | 0 | 48,000 |
Property and equipment, net | 199,120 | 6,440 |
Intangible assets, net | 489,946 | 695,218 |
Deposits and other assets | 9,250 | 0 |
Right to use asset | 47,312 | 0 |
Goodwill | 1,837,202 | 1,837,202 |
Total Assets | 3,214,116 | 2,981,517 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 179,200 | 73,579 |
Accrued interest - related parties | 144,024 | 87,979 |
Advances from related parties | 18,800 | 1,008,378 |
Notes payable to related parties | 1,161,020 | 10,142 |
Customer deposits | 25,545 | 0 |
Operating lease liability - current | 31,891 | 0 |
Total Current Liabilities | 1,560,480 | 1,180,078 |
Long-Term Liabilities | ||
Operating lease liability - long term | 15,421 | 0 |
Stock payable | 0 | 640,685 |
Total Liabilities | 1,575,901 | 1,820,763 |
Stockholders' Equity: | ||
Preferred stock $0.001 par value; 5,000,000 shares authorized; 1,090,128 and 1,021,849 issued and outstanding, respectively | 1,090 | 1,021 |
Common stock $0.001 par value; 45,000,000 shares authorized; 27,453,178 and 22,224,199 shares issued and outstanding, respectively | 27,455 | 22,226 |
Additional paid-in capital | 77,660,014 | 74,834,032 |
Accumulated deficit | (77,028,339) | (74,855,147) |
Total Cannabis Sativa, Inc. Stockholders' Equity | 660,220 | 2,132 |
Non-Controlling Interests | 977,995 | 1,158,622 |
Total Stockholders' Equity | 1,638,215 | 1,160,754 |
Total Liabilities and Stockholders' Equity | $ 3,214,116 | $ 2,981,517 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 1,090,128 | 1,021,849 |
Preferred Stock, Shares Outstanding | 1,090,128 | 1,021,849 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 27,453,178 | 22,224,199 |
Common Stock, Shares, Outstanding | 27,453,178 | 22,224,199 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
Revenues | $ 2,035,283 | $ 1,159,737 |
Cost of Revenues | 893,482 | 462,940 |
Gross Profit | 1,141,801 | 696,797 |
Operating Expenses | ||
Impairment of Intangibles | 0 | 1,039,926 |
Impairment of iBudTender goodwill | 0 | 336,667 |
Professional fees | 750,030 | 547,284 |
Depreciation and amortization | 217,768 | 561,434 |
Wages and salaries | 810,027 | 393,310 |
Advertising | 503,973 | 195,879 |
General and administrative | 1,405,191 | 1,427,402 |
Total Operating Expenses | 3,686,989 | 4,501,902 |
Loss from Operations | (2,545,188) | (3,805,105) |
Other (Income) and Expenses | ||
Unrealized (gain) loss on investment | (147,000) | 152,000 |
Interest Expense | 60,356 | 49,608 |
Total Other (Income) Expenses, Net | (86,644) | 201,608 |
Loss Before Income Taxes | (2,458,544) | (4,006,713) |
Income Taxes | 0 | 0 |
Net Loss | (2,458,544) | (4,006,713) |
Loss attributable to non-controlling interest - GK Manufacturing | (367,792) | 0 |
Loss attributable to non-controlling interest - iBudTender | (3,878) | (72,312) |
Income attributable to non-controlling interest - PrestoCorp | 86,318 | 1,985 |
Net Loss Attributable To Cannabis Sativa, Inc. | $ (2,173,192) | $ (3,936,386) |
Net Loss per Common Share: | ||
Basic & Diluted | $ (0.09) | $ (0.18) |
Weighted Average Common Shares Outstanding: | ||
Basic & Diluted | 25,408,676 | 21,664,986 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest - Prestocorp | Noncontrolling Interest - iBudTender | Noncontrolling Interest - GK Manufacturing | Total |
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | $ 759 | $ 21,318 | $ 72,971,563 | $ (70,918,761) | $ 1,105,495 | $ 123,454 | $ 3,303,828 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 759,444 | 21,316,201 | ||||||
Sales of shares of stock and warrants for cash, value | $ 125 | 49,875 | 50,000 | |||||
Sales of shares of stock and warrants for cash, shares | 125,000 | |||||||
Cancellation and retirement of shares, Value | $ (70) | 70 | ||||||
Cancellation and retirement of shares, Shares | (70,000) | |||||||
Shares Issued for Services, Value | $ 223 | $ 726 | 1,358,394 | 1,359,343 | ||||
Shares Issued for Services, Shares | 223,014 | 725,937 | ||||||
Shares issued for stock payable, Value | $ 39 | $ 127 | 454,130 | 454,296 | ||||
Shares issued for stock payable, ,Shares | 39,391 | 127,061 | ||||||
Net income (loss) for the year | (3,936,386) | 1,985 | (72,312) | (4,006,713) | ||||
Stockholders' Equity, Ending Balance at Dec. 31, 2019 | $ 1,021 | $ 22,226 | 74,834,032 | (74,855,147) | 1,107,480 | 51,142 | 1,160,754 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 1,021,849 | 22,224,199 | ||||||
Conversion of Preferred to Common, value | $ (504) | $ 504 | ||||||
Conversion of Preferred to Common, shares | (503,681) | 503,681 | ||||||
Shares of stock issued in acquisition of GK Manufacturing assets, value | $ 100 | 108,900 | 104,725 | 213,725 | ||||
Shares of stock issued in acquisition of GK Manufacturing assets, shares | 100,000 | |||||||
Sales of shares of stock and warrants for cash, value | $ 50 | 24,950 | 25,000 | |||||
Sales of shares of stock and warrants for cash, shares | 50,000 | |||||||
Shares Issued for Services, Value | $ 350 | $ 3,612 | 2,052,633 | 2,056,595 | ||||
Shares Issued for Services, Shares | 348,746 | 3,612,060 | ||||||
Shares issued for stock payable, Value | $ 223 | $ 963 | 639,499 | 640,685 | ||||
Shares issued for stock payable, ,Shares | 223,214 | 963,238 | ||||||
Net income (loss) for the year | (2,173,192) | 86,318 | (3,878) | (367,792) | (2,458,544) | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2020 | $ 1,090 | $ 27,455 | $ 77,660,014 | $ (77,028,339) | $ 1,193,798 | $ 47,264 | $ (263,067) | $ 1,638,215 |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 1,090,128 | 27,453,178 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,458,544) | $ (4,006,713) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
Unrealized (gain) loss on investment | (147,000) | 152,000 |
Impairment of intangibles | 0 | 1,039,926 |
Impairment of iBudtender goodwill | 0 | 336,667 |
Depreciation and Amortization | 235,624 | 561,434 |
Shares issued for services | 2,056,595 | 1,922,178 |
Changes in Operating Assets and Liabilities: | ||
Accounts Receivable | 2,056 | 6,095 |
Inventories | (8,498) | 5,714 |
Other current assets | (51,200) | 25,854 |
Deposits and other assets | (8,000) | 0 |
Accounts payable and accrued liabilities | 105,621 | 51,493 |
Accrued interest - related parties | 56,045 | 0 |
Customer deposits | 25,545 | 0 |
Net Cash Provided (Used) by Operating Activities | (191,756) | 94,648 |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (58,544) | (2,369) |
Advance to GK settled with asset acquisition | 50,000 | (50,000) |
Net Cash Used in Investing Activities | (8,544) | (52,369) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock and warrants | 25,000 | 50,000 |
Notes payable from related parties | 142,500 | 0 |
Advances from and payables to related parties | 18,800 | 91,882 |
Net Cash Provided by Financing Activities | 186,300 | 141,882 |
NET CHANGE IN CASH | (14,000) | 184,161 |
CASH AT BEGINNING OF YEAR | 336,107 | 151,946 |
CASH AT END OF YEAR | 322,107 | 336,107 |
Supplemental Disclosures of Non Cash Investing and Financing Activities: | ||
Net asset acquisition acquired with shares of common stock | 213,725 | 0 |
Common stock issued from stock payable | 640,685 | 454,296 |
Operating lease liability from acquiring right to use asset | 61,367 | 0 |
Advances from related parties exchanged for notes payable to related parties | $ 1,008,378 | $ 0 |
1. Organization and Summary of
1. Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
1. Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Nature of Business: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), GK Manufacturing and Packaging, Inc. (“GKMP”), and Eden Holdings LLC (“Eden”). PrestoCorp and GK Manufacturing are both 51% owned subsidiaries and iBudtender is a 50.1% owned subsidiary. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp, GKMP and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the years ended December 31, 2020 and 2019. Our primary operations in the year ended December 31, 2020 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. GKMP commenced operations during the second quarter of 2020. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. Principles of Consolidation: The consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc., our 51% ownership of PrestoCorp, and our 51% ownership of GK Manufacturing Inc., (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender, PrestoCorp and GK Manufacturing and exercise control through management practices and oversight by the Company’s Board of Directors. GK Manufacturing was established in February 2020. Non-controlling Interests: Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. Going Concern: The Company has had recurring losses and has an accumulated deficit of $77,028,339 at December 31, 2020, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, possible impairment of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, contingencies, and the value attributed to stock-based awards. Accounts Receivable: Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received on receivables subsequent to being written off are considered a bad debt recovery. Inventories: Inventory costs, when applicable, include those costs directly attributable to the manufacture of the product before sale. Inventories consist of raw materials and finished goods and are carried at the lower of cost or net realizable value, using the first-in, first-out method of determining cost. Inventories at December 31, 2020 consist of emoluments, CBD oils, scents, flavors, and similar components of the salves, edibles, drinks, and topical products that GKMP produces. Property and Equipment: Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Fair Value of Financial Instruments: The carrying amounts of cash and cash equivalents and balances due to related parties approximate fair value given their short-term nature. Cash: Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents. Net Loss per Share: Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. At December 31, 2020 and 2019, the Company had 175,000 and 174,900 outstanding warrants, respectively, that could be dilutive to future periods net income. Also, at December 31, 2020 and 2019, the Company had 1,090,128 and 1,021,849 shares of convertible Series A preferred stock, respectively, that could be dilutive to future periods net income. Investments: Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value. Unrealized gains and losses for equity securities are included in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company has the ability to exercise significant influence, but do not control, will be accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee will be included in earnings. At December 31, 2020 and 2019, the Company has no investments accounted for using the equity method (Note 2). Investments in companies in which the Company holds more than 50% of the voting interests, but less than 100%, and has significant influence, the company is consolidated and other investor interests are presented as non-controlling. Revenue Recognition: Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The Company had no warranty costs associated with the sales of its products. The Company currently operates two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client. The contract manufacturing division recognizes revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provide inventory for the manufacturing process and GKMP provides labor, supplies and manufacturing operations to mix and package the products. Revenues are recognized when the manufacturing and packaging process are completed and the goods have been shipped to the customer. In other instances, the Company acquires inventory and manufactures products for customers and/or to hold in inventory for later sale to customers through the GKMP on-site dispensary, through the GKMP online store, or to independent distributors. In these instances, revenue is recognized when the product is shipped to the customer or distributor. Shipment terms are FOB origination. Intangible Assets and Goodwill: Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount. At December 31, 2020 and 2019, we do not have any indefinite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. To assess impairment, the fair value of the reporting unit is evaluated on qualitative factors. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. A goodwill impairment loss is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. Advertising Expense: Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations. Stock-Based Compensation: Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. When options to purchase shares of stock are granted, fair value is determined using the Black-Scholes option pricing model. Most awards to date have been in the form of shares of the Company’s common and preferred stock issued under the Company’s 2017 Stock Plan. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Income Taxes: The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets. Leases: The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-to-use (“RTU”) asset and lease liability on the consolidated balance sheets. RTU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease RTU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RTU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize RTU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. Fair Value Measurements: When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Contingencies: In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Recent Accounting Pronouncements: Accounting Standards Updates Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued Auditing Standards Update (“ASU”) No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. This update is effective for annual and interim periods beginning after December 15, 2019, and interim periods within that reporting period. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Updates to Become Effective in Future Periods In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
2. Property and Equipment
2. Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
2. Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following at December 31, 2020 and 2019: 2020 2019 Furniture and Equipment $ 225,629 $ 17,414 Leasehold Improvements 17,315 2,500 242,944 19,914 Less: Accumulated Depreciation (43,824) (13,474) Net Property and Equipment $ 199,120 $ 6,440 Depreciation expense for the years ended December 31, 2020 and 2019 was $30,352 and $2,477, respectively. |
3. Intangibles and Goodwill
3. Intangibles and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
3. Intangibles and Goodwill | 3. Intangibles and Goodwill All of the Company’s intangibles are definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at December 31, 2020 and 2019: 2020 2019 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (KPAL) 1,281,411 1,281,411 Total Intangibles 1,535,410 1,535,410 Less: Accumulated Amortization (1,045,464) (840,192) Net Intangible Assets $ 489,946 $ 695,218 Amortization expense for the years ended December 31, 2020 and 2019 was $205,272 and $558,958, respectively. 2021 $169,142 2022 161,865 2023 151,686 2024 3,049 2025 932 Goodwill at December 31, 2020 and 2019 was $1,837,202 and relates to the 2017 PrestoCorp acquisition and is comprised the original goodwill recognized $3,010,202 less cumulative impairment of $1,173,000 recognized in 2018 No impairment of the PrestoCorp goodwill was recognized during the years ended December 31, 2020 and 2019. Goodwill of $336,667 was recognized with the 2016 IBudtender acquisition which is fully impaired as of December 31, 2020 and 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the balance ($336,667). The impairment of the iBudtender goodwill was due to delays in completion of the iBudtender software and mobile app, and failure to commence viable business operations, as well as the uncertainty surrounding the future of the business opportunity. There were no intangible nor goodwill additions, deletions, and impairments recognized in the year ended December 31, 2020. |
4. Related Party Transactions
4. Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
4. Related Party Transactions | 4. Related Party Transactions The Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company, and a significant shareholder holding in excess of 10% of the Company’s outstanding shares. During the years ended December 31, 2020 and 2019, the Company recorded interest expense related to these advances at the rates between 5% and 8% per annum and in the amounts of $56,045 and $49,608, respectively. In 2020, the Company converted all of the outstanding advances at December 31, 2019 into one year notes due on December 31, 2020 bearing interest at 5%. New borrowings on notes payable in the year ended December 31, 2020 were $142,500. In 2020, the Company also received a short-term advance in the amount of $18,800 which was not pursuant to a note payable and is expected to be repaid in 2021. This advance is not interest bearing. In the year ended December 31, 2019, advances totaled $91,882. In April 2021, the notes were extended to December 31, 2021. The Company is currently in discussions with the note holders to covert these notes into long-term obligations, but the terms have not been finalized. Included in the note payable balances at December 31, 2020 and 2019 is a note payable to the founder of iBudtender of $10,142 and $10,142, respectively. The note earns interest at 0% and was due on December 2019. The note has not yet been paid pending further review of the iBudtender business and adjustment of the agreements between the parties. The following tables reflect the related party advance and note payable balances. Advances from related parties Notes payable to related parties Accrued interest - related parties December 31, 2020 David Tobias, CEO & Director $ - $ 944,378 $ 120,293 New Compendium, Affiliate - 152,500 20,063 Keith Hyatt, Affiliate (GKMP) 13,100 - - Jason Washington, Affiliate (GKMP) 5,700 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 3,068 Other Affiliates - 4,000 600 Totals $ 18,800 $ 1,161,020 $ 144,024 December 31, 2019 David Tobias, CEO & Director $ 851,878 $ - $ 75,141 New Compendium, Affiliate 152,500 - 12,438 Chris Cope, Affilitate (iBudtender) - 10,142 - Other Affiliates 4,000 - 400 Totals $ 1,008,378 $ 10,142 $ 87,979 During the year ended December 31, 2020 and 2019, the Company incurred approximately $162,300 and $69,000 respectively, for consulting services from a nephew of the Company’s president. These services were paid in shares of the Company’s common stock. These amounts are included in the statements of operations in general and administrative expenses. In the years ended December 31, 2020, and 2019, the Company paid officer and director compensation for services in shares of common stock in order to reduce operating cash flow requirements. The shares were recorded at fair value at the time of issuance as compensation expense. These amounts totaled $678,870 and $761,730, respectively, in years ended December 31, 2020 and 2019. The amounts are included in the statements of operations in general and administrative expenses. See Note 6 regarding shares issued to related parties. |
5. Investments
5. Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
5. Investments | 5. Investments The Company owns 10,000,000 shares of common stock of Medical Cannabis Payment Solutions (ticker: REFG) that has an original cost of $200,000. At December 31, 2020, the fair value of the investment in REFG was adjusted to $195,000 based on the closing price of the stock on that date, which resulted in an unrealized gain on investment of $147,000 during the year ended December 31, 2020. At December 31, 2019, the fair value of the investment in REFG was adjusted to $48,000 based on the closing price of the stock on that date, which resulted in an unrealized loss on investment of $152,000 during the year ended December 31, 2019. |
6. Stockholders' Equity
6. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
6. Stockholders' Equity | 6. Stockholders’ Equity Share Capital The authorized capital of the Company consists of 45,000,000 shares of Common Stock with a par value of $0.001 and 5,000,000 shares of preferred stock issuable in series with such rights, preferences and conditions as the Board of Directors may establish. The Company has designated and established the rights of Series A preferred stock (“Series A”) with a par value of $0.001. The Company is authorized to issue up to 5,000,000 shares of Series A. The holders of Series A are entitled to dividends if the Company declares a dividend on common shares, have no liquidation preference, have voting rights equal to 1 vote per share, and can be converted into one share of common at any time. In the year ended December 31, 2020, a related party converted 503,681 preferred shares into 503,681 shares of common stock. No preferred shares were converted in the year ended December 31, 2019. Stock Compensation Plans 2017 Stock Plan On July 28, 2017, the Company adopted the Cannabis Sativa 2017 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. The Company authorized up to 3,000,000 shares of common stock to be issued pursuant to the 2017 Stock Plan. At December 31, 2020, the Company was authorized to issue up to 55,657 additional shares under the 2017 Stock Plan. 2020 Stock Plan On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By board of director resolution dated September 25, 2020, the Company authorized up to 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan. This amount was subsequently increased to 2,000,000 shares on January 27, 2021 by resolution. No shares were issued under the 2020 Stock Plan in the year ended December 31, 2020. Warrants Transactions in common stock purchase warrants for the years ended December 31, 2020 and 2019 are as follows: Number of Exercise Balance December 31, 2018 49,900 $2.00 Issued 125,000 0.80 Balance December 31, 2019 174,900 $0.80 -$2.00 Issued 50,000 2.00 Expired (49,900) (2.00) Balance December 31, 2020 175,000 $0.80 -$2.00 These warrants expire as follows: Shares Exercise Price Expiration Date 125,000 $0.80 November 2022 50,000 2.00 July and August 2023 175,000 Securities Issuances During the years ended December 31, 2020 and 2019, shares of common stock and preferred stock were issued to related and non-related parties as follows: Year ended December 31, 2020 Services Other Activity Total Shares issued for stock payable Common Preferred Value Common Preferred Value Common Preferred Value Related party issuance 521,411 223,214 $ 431,201 - - $ - 521,411 223,214 $ 431,201 Non-related party issuance 441,827 - 209,484 - - - 441,827 - 209,484 Total shares for stock payable 963,238 223,214 $ 640,685 - - $ - 963,238 223,214 $ 640,685 Conversion of preferred stock - - $ - 503,681 (503,681) $ - 503,681 (503,681) $ - Services Related party issuances David Tobias, Officer, Director - 348,746 $ 175,964 - - $ - - 348,746 $ 175,964 Brad Herr, Officer, Director 498,878 - 250,201 - - - 498,878 - 250,201 Robert Tankson, Director 127,570 - 62,661 - - - 127,570 - 62,661 Cathy Carroll, Director 348,746 - 175,964 - - - 348,746 - 175,964 Trevor Reed, Director 58,125 - 29,328 - - - 58,125 - 29,328 Keith Hyatt, President GKMP 278,237 - 140,237 - - - 278,237 - 140,237 Kyle Powers, CEO PrestoCorp 92,593 - 44,444 - - - 92,593 - 44,444 Total related party issuances 1,404,149 348,746 878,799 - - - 1,404,149 348,746 878,799 Non-related party issuances 2,207,911 - 1,177,794 - - - 2,207,911 - 1,177,794 Total shares for services 3,612,060 348,746 $ 2,056,593 - - $ - 3,612,060 348,746 $ 2,056,593 Issuance for cash - - $ - 50,000 - $ 25,000 50,000 - $ 25,000 Issuance for acquisition - - $ - 100,000 - $ 109,000 100,000 - $ 109,000 Aggregate totals 4,575,298 571,960 $ 2,697,278 603,681 - $ 109,000 5,228,979 68,279 $ 2,831,278 Year ended December 31, 2019 Services Other Activity Total Shares issued for stock payable Common Preferred Value Common Preferred Value Common Preferred Value Related party issuances 85,681 39,391 $ 340,080 - - $ - 85,681 39,391 $ 340,080 Non-related party issuances 41,380 - 114,216 - - - 41,380 - 114,216 Total shares for stock payable 127,061 39,391 $ 454,296 - - $ - 127,061 39,391 $ 454,296 Services Related Party issuances David Tobias, Officer, Director - 223,014 $ 308,732 - - $ - - 223,014 $ 308,732 Donald Lundbom, CFO 178,659 - 247,330 - - - 178,659 - 247,330 Stephen Downing, Director 28,910 - 40,023 - - - 28,910 - 40,023 Cathy Carroll, Director 57,819 - 80,043 - - - 57,819 - 80,043 Trevor Reed, Director 23,127 - 32,015 - - - 23,127 - 32,015 Deborah Goldsberry, Director 12,016 - 21,572 - - - 12,016 - 21,572 Michael Gravel, Director 23,127 - 32,015 - - - 23,127 - 32,015 Total related party issuances 323,658 223,014 $ 761,730 - - $ - 323,658 223,014 $ 761,730 Non-related party issuances 402,279 - $ 597,613 125,000 - $ 50,000 527,279 - $ 647,613 Total shares for services 725,937 223,014 $ 1,359,343 125,000 - $ 50,000 850,937 223,014 $ 1,409,343 Shares cancelled - - $ - (70,000) - $ - (70,000) - $ - Aggregate totals 852,998 262,405 $ 1,813,639 55,000 - $ 50,000 907,998 262,405 $ 1,863,639 |
7. Acquisition of GK Manufactur
7. Acquisition of GK Manufacturing and Packaging, Inc. | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
7. Acquisition of GK Manufacturing and Packaging, Inc. | 7. Acquisition of GK Manufacturing and Packaging, Inc. In the year ended December 31, 2020, the Company acquired assets and established GK Manufacturing and Packaging, Inc. (“GKMP”) to conduct contract manufacturing operations for customers seeking to obtain CBD infused products, including salves, tinctures, edibles, and other products containing CBD. In connection with the acquisition, the Company issued two key individuals an aggregate of 100,000 shares of common stock with a fair value of $109,000 for a 51% interest in GKMP. Allocation of the acquisition price to the assets acquired was as followed: Asset fair value on acquisition date Inventories $ 47,987 Packaging line and other manufacturing equipment 164,488 Lease deposit 1,250 Net Assets acquired $ 213,725 CBDS at 51% (fair value of common shares issued) $ 109,000 NCI at 49% 104,725 $ 213,725 The 49% non-controlling interest is considered a related party to the Company because the non-controlling interest is owned, in part, by the president of GKMP. Employment Agreements. Contingent Consideration. Working Capital Obligation. |
8. Business Segments and Revenu
8. Business Segments and Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
8. Business Segments and Revenues | 8. Business Segments and Revenues The Company is currently organized and managed in two segments which represent our operating units: PrestoCorp and GKMP. PrestoCorp is a telehealth business and GKMP is a contract manufacturing business. General corporate activities not associated with these segments are presented as “other.” Other income (expense) items are considered general corporate items and are not allocated to our segments. Property and equipment, net December 31, December 31, PrestoCorp $ 3,148 2,815 GKMP 193,616 - Other 2,356 3,625 Total $ 199,120 $ 6,440 Capital expenditures For the Years Ended December 31, December 31, PrestoCorp $ 2,662 $ 2,369 GKMP 55,882 - Other - - Total $ 58,544 $ - Financial information for each operating segment is as follows: Years ended December 31, 2020 2019 PrestoCorp Revenue $ 1,940,154 $ 1,157,437 Cost of revenue 740,645 462,940 Gross profit 1,199,509 694,497 Depreciation and amortization $ 55,911 $ 79,391 GKMP Revenue 94,552 - Cost of revenue 152,837 - Gross profit (58,285) - Depreciation and amortization $ 26,754 $ - Other Revenue 577 2,300 Depreciation and amortization $ 152,959 $ 482,043 Total Revenue 2,035,283 1,159,737 Cost of revenue 893,482 462,940 Gross profit $ 1,141,801 $ 696,797 Depreciation and amortization $ 235,624 $ 561,434 Revenues from major customers by operating unit are as follows: Customer Concentrations Year ended December 31, 2020 2019 PrestoCorp Total PrestoCorp concentrations $ - $ - % of PrestoCorp revenues 0% 0% GKMP Customer A $ 8,257 $ - Customer B 19,670 - Total GKMP concentrations $ 27,927 $ - % of GKMP revenues 30% 0% |
9. Commitments and Contingencie
9. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
9. Commitments and Contingencies | 9. Commitments and Contingencies Leases. PrestoCorp leases office space through WeWork in New York for $2,444 per month on a month to month arrangement. Until February 2019, PrestoCorp also leased space in San Francisco for $2,800 per month. PrestoCorp terminated its lease and closed its office in San Francisco as of the end of February 2019. Primary operations for PrestoCorp are now based in New York City. Rent expense for the years ended December 31, 2020 and 2019 was $38,458 and $29,950, respectively. GKMP leases a commercial printer and a bottle filling line, both of which are used in its manufacturing and packaging operations. The Company assumed the printer lease as part of the acquisition of GKMP’s assets (see Note 6). The bottle filler was leased by GKMP commencing on April 1, 2020. The contracts for both these leases are required to be accounted for as a right to use assets with a related operating lease liability. To calculate the right of use asset and related liability, the Company utilized a 10% incremental borrowing rate to discount the future rent payments over the remaining lease terms. For the year ended December 31, 2020, the Company recognized $22,527 in manufacturing equipment lease expense which is included in cost of good sold in the consolidated statements of operations. No manufacturing equipment lease expense was recognized in the year ended December 31, 2019. At December 31, 2020, the remaining lease term is 30 months on the printer and 15 months on the bottle filling line. The lessors hold deposits of $1,250 on the printer lease and $8,000 on the bottle filling line. Future minimum lease payments over the remaining term are as follows: From January 1, 2021 to December 31, 2021 $ 36,022 From January 1, 2021 to December 31, 2022 14,473 From January 1, 2022 to December 31, 2023 4,095 Total 54,590 Less imputed interest (7,278) Net lease liability 47,312 Current portion (31,891) Long term $ 15,421 Litigation. Shares in Escrow. In August 2020, the Company entered into discussions with the principals of PrestoCorp regarding the escrowed shares and various compensation matters relating to their work for the Company through the date of the discussions. In December, the Company received a demand letter from the PrestoCorp principals’ attorney demanding release of all escrowed shares to them and demanding additional compensation. The Company denied the initial demand and has continued its discussions with the principals. In January 2021, the Company released a tranche of 209,738 escrowed shares to the PrestoCorp principals to show good faith in the ongoing negotiations. The parties are continuing to evaluate the others respective positions and management believes that the disagreements over performance, compensation and escrowed shares will be amicably resolved in 2021. No contingent liability has been established for this disagreement and it is management’s intention to address the PrestoCorp principals’ issues so they can continue to focus their attention on their ongoing business responsibilities. Management does not believe that this matter will have a material impact on the financial statements or the results of operations even if the matter requires a more formal dispute resolution process, and the PrestoCorp principals prevail on their claims. |
10. COVID- 19
10. COVID- 19 | 12 Months Ended |
Dec. 31, 2020 | |
Loss Contingency [Abstract] | |
10. COVID- 19 | 10. COVID- 19: The outbreak of COVID-19, the coronavirus, has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the Company’s business operations. The World Health Organization has declared Covid-19 to be a global pandemic, resulting in an economic downturn and changes in global economic policy that will reduce demand for the Company’s products and may have an adverse impact on the Company’s business, operating results and financial condition. |
11. Income Taxes
11. Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
11. Income Taxes | 11. Income Taxes The Company did not recognize a tax provision or benefit for the years ended December 31, 2020 and 2019 due to ongoing net losses and a valuation allowance. At December 31, 2020 and 2019, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances. At December 31, 2020 and 2019, the Company had net deferred tax assets principally arising from net operating loss carryforwards for income tax purposes and differences in the carrying values of goodwill and intangibles between the Company’s financial statements and its income tax returns. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset exists at December 31, 2020 and 2019. The components of the Company’s net deferred tax assets at December 31, 2020 are as follows: 2020 2019 Deferred tax asset: Net operating loss carryforwards $ 3,424,000 $ 2,990,000 Goodwill and intangibles 998,000 955,000 Other 33,000 1,000 Total deferred tax assets 4,455,000 3,946,000 Valuation allowance (4,455,000) (3,946,000) Net deferred tax assets $ - $ - At December 31, 2020 the Company had net operating loss carry forwards of approximately $16,100,000 for federal and state purposes, $10,000,000 of which expire between 2021 through 2037. The remaining balance of $6,100,000 will never expire but utilization is limited to 80% of taxable income in any future year. The reconciliation of the statutory federal income tax rate of 21% and the Company’s tax provision (benefit) at December 31, 2020 is as follows: 2020 2019 Net loss $ (2,458,544) $ (4,006,713) Less non-controlling interests net loss 285,352 70,327 Net loss attributable to CBDS (2,173,192) (3,936,386) Provision (benefit) computed using the statutory rate $ (456,000) $ (827,000) Non-deductible items 4,000 92,000 Change in estimate (57,000) - Change in valuation allowance 509,000 735,000 Total income tax provision (benefit) $ - $ - The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the fiscal years 2017 through 2020. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements. |
12. Subsequent Events
12. Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
12. Subsequent Events | 12. Subsequent Events Subsequent to year end, the Company has issued shares to contractors for services in the quarter ending March 31, 2021. An aggregate total of 669,264 shares common shares and 73,530 shares were issued. All of the shares were issued as compensation for services rendered in the first quarter of 2021 with an aggregate value of $378,825. On March 5, 2021, The Company sold 10,466 shares of common stock pursuant to private placement at an offering price of $0.46 per share for aggregate proceeds of $4,814. IN the period from January 1, 2021 through April 1, 2021, David Tobias, Chief Executive Officer of the Company, converted 167,966 shares of preferred stock into 167,966 shares of common stock in accordance with the conversion feature included in the preferred shares. |
1. Organization and Summary o_2
1. Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policy Text Block [Abstract] | |
Nature of Business | Nature of Business: Cannabis Sativa, Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. We operate through several subsidiaries including PrestoCorp, Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), GK Manufacturing and Packaging, Inc. (“GKMP”), and Eden Holdings LLC (“Eden”). PrestoCorp and GK Manufacturing are both 51% owned subsidiaries and iBudtender is a 50.1% owned subsidiary. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. Currently, PrestoCorp, GKMP and iBudtender are operating subsidiaries, although iBudtender is not currently generating any revenue. The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity for the years ended December 31, 2020 and 2019. Our primary operations in the year ended December 31, 2020 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. GKMP commenced operations during the second quarter of 2020. iBudtender is also working to complete and commercialize an application (the iBudtender App) that will provide a convenient means for sharing information about cannabis products, patients and businesses. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc., our 51% ownership of PrestoCorp, and our 51% ownership of GK Manufacturing Inc., (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender, PrestoCorp and GK Manufacturing and exercise control through management practices and oversight by the Company’s Board of Directors. GK Manufacturing was established in February 2020. |
Non-controlling Interests | Non-controlling Interests: Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership. |
Going Concern | Going Concern: The Company has had recurring losses and has an accumulated deficit of $77,028,339 at December 31, 2020, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, possible impairment of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, contingencies, and the value attributed to stock-based awards. |
Accounts Receivable | Accounts Receivable: Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received on receivables subsequent to being written off are considered a bad debt recovery. |
Inventories | Inventories: Inventory costs, when applicable, include those costs directly attributable to the manufacture of the product before sale. Inventories consist of raw materials and finished goods and are carried at the lower of cost or net realizable value, using the first-in, first-out method of determining cost. Inventories at December 31, 2020 consist of emoluments, CBD oils, scents, flavors, and similar components of the salves, edibles, drinks, and topical products that GKMP produces. |
Property and Equipment | Property and Equipment: Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The carrying amounts of cash and cash equivalents and balances due to related parties approximate fair value given their short-term nature. |
Cash | Cash: Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents. |
Net Loss per Share | Net Loss per Share: Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. At December 31, 2020 and 2019, the Company had 175,000 and 174,900 outstanding warrants, respectively, that could be dilutive to future periods net income. Also, at December 31, 2020 and 2019, the Company had 1,090,128 and 1,021,849 shares of convertible Series A preferred stock, respectively, that could be dilutive to future periods net income. |
Investments | Investments: Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value. Unrealized gains and losses for equity securities are included in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings. Investments in companies in which the Company has the ability to exercise significant influence, but do not control, will be accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee will be included in earnings. At December 31, 2020 and 2019, the Company has no investments accounted for using the equity method (Note 2). Investments in companies in which the Company holds more than 50% of the voting interests, but less than 100%, and has significant influence, the company is consolidated and other investor interests are presented as non-controlling. |
Revenue Recognition | Revenue Recognition: Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The Company had no warranty costs associated with the sales of its products. The Company currently operates two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client. The contract manufacturing division recognizes revenue from manufacturing operations when the products are shipped to the customer. In some instances, customers provide inventory for the manufacturing process and GKMP provides labor, supplies and manufacturing operations to mix and package the products. Revenues are recognized when the manufacturing and packaging process are completed and the goods have been shipped to the customer. In other instances, the Company acquires inventory and manufactures products for customers and/or to hold in inventory for later sale to customers through the GKMP on-site dispensary, through the GKMP online store, or to independent distributors. In these instances, revenue is recognized when the product is shipped to the customer or distributor. Shipment terms are FOB origination. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill: Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset’s carrying amount. At December 31, 2020 and 2019, we do not have any indefinite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. To assess impairment, the fair value of the reporting unit is evaluated on qualitative factors. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. A goodwill impairment loss is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value. |
Advertising Expense | Advertising Expense: Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation: Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. When options to purchase shares of stock are granted, fair value is determined using the Black-Scholes option pricing model. Most awards to date have been in the form of shares of the Company’s common and preferred stock issued under the Company’s 2017 Stock Plan. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. |
Income Taxes | Income Taxes: The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets. |
Leases | Leases: The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-to-use (“RTU”) asset and lease liability on the consolidated balance sheets. RTU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease RTU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RTU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize RTU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. |
Fair Value Measurements | Fair Value Measurements: When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. |
Contingencies | Contingencies: In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Accounting Standards Updates Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued Auditing Standards Update (“ASU”) No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. This update is effective for annual and interim periods beginning after December 15, 2019, and interim periods within that reporting period. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements. Accounting Standards Updates to Become Effective in Future Periods In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
2. Property and Equipment (Tabl
2. Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31, 2020 and 2019: 2020 2019 Furniture and Equipment $ 225,629 $ 17,414 Leasehold Improvements 17,315 2,500 242,944 19,914 Less: Accumulated Depreciation (43,824) (13,474) Net Property and Equipment $ 199,120 $ 6,440 |
3. Intangibles and Goodwill (Ta
3. Intangibles and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of Intangible Assets | Intangibles consisted of the following at December 31, 2020 and 2019: 2020 2019 CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999 Intellectual Property Rights (PrestoCorp) 240,000 240,000 Patents and Trademarks (KPAL) 1,281,411 1,281,411 Total Intangibles 1,535,410 1,535,410 Less: Accumulated Amortization (1,045,464) (840,192) Net Intangible Assets $ 489,946 $ 695,218 |
Schedule of amortization | Amortization expense for the years ended December 31, 2020 and 2019 was $205,272 and $558,958, respectively. 2021 $169,142 2022 161,865 2023 151,686 2024 3,049 2025 932 |
4. Related Party Transactions (
4. Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of related party advance and note payable | The following tables reflect the related party advance and note payable balances. Advances from related parties Notes payable to related parties Accrued interest - related parties December 31, 2020 David Tobias, CEO & Director $ - $ 944,378 $ 120,293 New Compendium, Affiliate - 152,500 20,063 Keith Hyatt, Affiliate (GKMP) 13,100 - - Jason Washington, Affiliate (GKMP) 5,700 - - Chris Cope, Affilitate (iBudtender) - 10,142 - Cathy Carroll, Director - 50,000 3,068 Other Affiliates - 4,000 600 Totals $ 18,800 $ 1,161,020 $ 144,024 December 31, 2019 David Tobias, CEO & Director $ 851,878 $ - $ 75,141 New Compendium, Affiliate 152,500 - 12,438 Chris Cope, Affilitate (iBudtender) - 10,142 - Other Affiliates 4,000 - 400 Totals $ 1,008,378 $ 10,142 $ 87,979 |
6. Stockholders' Equity (Tables
6. Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of warrants | Transactions in common stock purchase warrants for the years ended December 31, 2020 and 2019 are as follows: Number of Exercise Balance December 31, 2018 49,900 $2.00 Issued 125,000 0.80 Balance December 31, 2019 174,900 $0.80 -$2.00 Issued 50,000 2.00 Expired (49,900) (2.00) Balance December 31, 2020 175,000 $0.80 -$2.00 |
Schedule of warrants expiration | These warrants expire as follows: Shares Exercise Price Expiration Date 125,000 $0.80 November 2022 50,000 2.00 July and August 2023 175,000 |
Related and non-related parties | During the years ended December 31, 2020 and 2019, shares of common stock and preferred stock were issued to related and non-related parties as follows: Year ended December 31, 2020 Services Other Activity Total Shares issued for stock payable Common Preferred Value Common Preferred Value Common Preferred Value Related party issuance 521,411 223,214 $ 431,201 - - $ - 521,411 223,214 $ 431,201 Non-related party issuance 441,827 - 209,484 - - - 441,827 - 209,484 Total shares for stock payable 963,238 223,214 $ 640,685 - - $ - 963,238 223,214 $ 640,685 Conversion of preferred stock - - $ - 503,681 (503,681) $ - 503,681 (503,681) $ - Services Related party issuances David Tobias, Officer, Director - 348,746 $ 175,964 - - $ - - 348,746 $ 175,964 Brad Herr, Officer, Director 498,878 - 250,201 - - - 498,878 - 250,201 Robert Tankson, Director 127,570 - 62,661 - - - 127,570 - 62,661 Cathy Carroll, Director 348,746 - 175,964 - - - 348,746 - 175,964 Trevor Reed, Director 58,125 - 29,328 - - - 58,125 - 29,328 Keith Hyatt, President GKMP 278,237 - 140,237 - - - 278,237 - 140,237 Kyle Powers, CEO PrestoCorp 92,593 - 44,444 - - - 92,593 - 44,444 Total related party issuances 1,404,149 348,746 878,799 - - - 1,404,149 348,746 878,799 Non-related party issuances 2,207,911 - 1,177,794 - - - 2,207,911 - 1,177,794 Total shares for services 3,612,060 348,746 $ 2,056,593 - - $ - 3,612,060 348,746 $ 2,056,593 Issuance for cash - - $ - 50,000 - $ 25,000 50,000 - $ 25,000 Issuance for acquisition - - $ - 100,000 - $ 109,000 100,000 - $ 109,000 Aggregate totals 4,575,298 571,960 $ 2,697,278 603,681 - $ 109,000 5,228,979 68,279 $ 2,831,278 Year ended December 31, 2019 Services Other Activity Total Shares issued for stock payable Common Preferred Value Common Preferred Value Common Preferred Value Related party issuances 85,681 39,391 $ 340,080 - - $ - 85,681 39,391 $ 340,080 Non-related party issuances 41,380 - 114,216 - - - 41,380 - 114,216 Total shares for stock payable 127,061 39,391 $ 454,296 - - $ - 127,061 39,391 $ 454,296 Services Related Party issuances David Tobias, Officer, Director - 223,014 $ 308,732 - - $ - - 223,014 $ 308,732 Donald Lundbom, CFO 178,659 - 247,330 - - - 178,659 - 247,330 Stephen Downing, Director 28,910 - 40,023 - - - 28,910 - 40,023 Cathy Carroll, Director 57,819 - 80,043 - - - 57,819 - 80,043 Trevor Reed, Director 23,127 - 32,015 - - - 23,127 - 32,015 Deborah Goldsberry, Director 12,016 - 21,572 - - - 12,016 - 21,572 Michael Gravel, Director 23,127 - 32,015 - - - 23,127 - 32,015 Total related party issuances 323,658 223,014 $ 761,730 - - $ - 323,658 223,014 $ 761,730 Non-related party issuances 402,279 - $ 597,613 125,000 - $ 50,000 527,279 - $ 647,613 Total shares for services 725,937 223,014 $ 1,359,343 125,000 - $ 50,000 850,937 223,014 $ 1,409,343 Shares cancelled - - $ - (70,000) - $ - (70,000) - $ - Aggregate totals 852,998 262,405 $ 1,813,639 55,000 - $ 50,000 907,998 262,405 $ 1,863,639 |
7. Acquisition of GK Manufact_2
7. Acquisition of GK Manufacturing and Packaging, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Schedule of acquisition | Allocation of the acquisition price to the assets acquired was as followed: Asset fair value on acquisition date Inventories $ 47,987 Packaging line and other manufacturing equipment 164,488 Lease deposit 1,250 Net Assets acquired $ 213,725 CBDS at 51% (fair value of common shares issued) $ 109,000 NCI at 49% 104,725 $ 213,725 |
8. Business Segments and Reve_2
8. Business Segments and Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Property and equipment | Property and equipment, net December 31, December 31, PrestoCorp $ 3,148 2,815 GKMP 193,616 - Other 2,356 3,625 Total $ 199,120 $ 6,440 Capital expenditures For the Years Ended December 31, December 31, PrestoCorp $ 2,662 $ 2,369 GKMP 55,882 - Other - - Total $ 58,544 $ - |
Schedule of Financial information | Financial information for each operating segment is as follows: Years ended December 31, 2020 2019 PrestoCorp Revenue $ 1,940,154 $ 1,157,437 Cost of revenue 740,645 462,940 Gross profit 1,199,509 694,497 Depreciation and amortization $ 55,911 $ 79,391 GKMP Revenue 94,552 - Cost of revenue 152,837 - Gross profit (58,285) - Depreciation and amortization $ 26,754 $ - Other Revenue 577 2,300 Depreciation and amortization $ 152,959 $ 482,043 Total Revenue 2,035,283 1,159,737 Cost of revenue 893,482 462,940 Gross profit $ 1,141,801 $ 696,797 Depreciation and amortization $ 235,624 $ 561,434 |
Schedule of Revenues | Revenues from major customers by operating unit are as follows: Customer Concentrations Year ended December 31, 2020 2019 PrestoCorp Total PrestoCorp concentrations $ - $ - % of PrestoCorp revenues 0% 0% GKMP Customer A $ 8,257 $ - Customer B 19,670 - Total GKMP concentrations $ 27,927 $ - % of GKMP revenues 30% 0% |
9. Commitments and Contingenc_2
9. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments over the remaining term are as follows: From January 1, 2021 to December 31, 2021 $ 36,022 From January 1, 2021 to December 31, 2022 14,473 From January 1, 2022 to December 31, 2023 4,095 Total 54,590 Less imputed interest (7,278) Net lease liability 47,312 Current portion (31,891) Long term $ 15,421 |
11. Income Taxes (Tables)
11. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of deferred tax assets | The components of the Company’s net deferred tax assets at December 31, 2020 are as follows: 2020 2019 Deferred tax asset: Net operating loss carryforwards $ 3,424,000 $ 2,990,000 Goodwill and intangibles 998,000 955,000 Other 33,000 1,000 Total deferred tax assets 4,455,000 3,946,000 Valuation allowance (4,455,000) (3,946,000) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory federal income tax rate of 21% and the Company’s tax provision (benefit) at December 31, 2020 is as follows: 2020 2019 Net loss $ (2,458,544) $ (4,006,713) Less non-controlling interests net loss 285,352 70,327 Net loss attributable to CBDS (2,173,192) (3,936,386) Provision (benefit) computed using the statutory rate $ (456,000) $ (827,000) Non-deductible items 4,000 92,000 Change in estimate (57,000) - Change in valuation allowance 509,000 735,000 Total income tax provision (benefit) $ - $ - |
1. Organization and Summary o_3
1. Organization and Summary of Significant Accounting Policies: Nature of Business (Details) | Dec. 31, 2020 |
PrestoCorp | |
Equity Method Investment, Ownership Percentage | 51.00% |
GK Manufacturing Inc | |
Equity Method Investment, Ownership Percentage | 50.10% |
1. Organization and Summary o_4
1. Organization and Summary of Significant Accounting Policies: Principles of Consolidation (Details) | Dec. 31, 2020 |
Ibudtender Inc | |
Equity Method Investment, Ownership Percentage | 50.10% |
PrestoCorp | |
Equity Method Investment, Ownership Percentage | 51.00% |
GK Manufacturing Inc | |
Equity Method Investment, Ownership Percentage | 51.00% |
1. Organization and Summary o_5
1. Organization and Summary of Significant Accounting Policies: Going Concern (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Organization And Summary Of Significant Accounting Policies Going Concern | ||
Accumulated deficit | $ (77,028,339) | $ (74,855,147) |
1. Organization and Summary o_6
1. Organization and Summary of Significant Accounting Policies: Inventories (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Text Block [Abstract] | ||
Inventories | $ 56,485 | $ 0 |
1. Organization and Summary o_7
1. Organization and Summary of Significant Accounting Policies: Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum | |
Property, Plant and Equipment, Useful Life | 10 years |
1. Organization and Summary o_8
1. Organization and Summary of Significant Accounting Policies: Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,000 | 174,900 |
Convertible Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,090,128 | 1,021,849 |
1. Organization and Summary o_9
1. Organization and Summary of Significant Accounting Policies: Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived intangible assets | $ 0 | $ 0 |
Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
2. Property and Equipment (Deta
2. Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 30,352 | $ 2,477 |
2. Property and Equipment_ Sche
2. Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 242,944 | $ 19,914 |
Less: accumulated depreciation | (43,824) | (13,474) |
Property and Equipment, Net | 199,120 | 6,440 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 225,629 | 17,414 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 17,315 | $ 2,500 |
3. Intangibles and Goodwill (De
3. Intangibles and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of Intangible Assets | $ 205,272 | $ 558,958 |
Impairment of goodwill | 0 | 336,667 |
Goodwill | 1,837,202 | 1,837,202 |
PrestoCorp | ||
Impairment of goodwill | 3,010,202 | |
Cumulative impairment of goodwill | 1,173,000 | |
Ibudtender | ||
Impairment of goodwill | $ 336,667 | 336,667 |
Cumulative impairment of goodwill | $ 336,667 | |
Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
3. Intangibles and Goodwill _ S
3. Intangibles and Goodwill : Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Gross | $ 1,535,410 | $ 1,535,410 |
Less: Accumulated Amortization | (1,045,464) | (840,192) |
Finite-Lived Intangible Assets, Net | 489,946 | 695,218 |
Cannabis Sativa | Internet Domain Names | ||
Finite-Lived Intangible Assets, Gross | 13,999 | 13,999 |
PrestoCorp | Intellectual Property | ||
Finite-Lived Intangible Assets, Gross | 240,000 | 240,000 |
KPAL | Patents And Trademarks | ||
Finite-Lived Intangible Assets, Gross | $ 1,281,411 | $ 1,281,411 |
3. Intangibles and Goodwill __2
3. Intangibles and Goodwill : Schedule of Amortization (Details) | Dec. 31, 2020USD ($) |
Disclosure Text Block [Abstract] | |
2021 | $ 169,142 |
2022 | 161,865 |
2023 | 151,686 |
2024 | 3,049 |
2025 | $ 932 |
4. Related Party Transactions_2
4. Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Expense | $ 56,045 | $ 49,608 |
Note Payable | 1,166,021 | 1,018,520 |
Officer and director compensation | 678,870 | 761,730 |
Notes payable from related parties | 142,500 | 0 |
Advances from and payables to related parties | 18,800 | 91,882 |
Investor | ||
Accrued interest | 87,979 | 39,611 |
Consultant | ||
Other General and Administrative Expense | $ 162,300 | 69,000 |
Minimum | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Maximum | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Ibudtender Inc | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Note Payable | $ 10,142 | $ 10,142 |
4. Related Party Transactions _
4. Related Party Transactions : Schedule of Related Party Advance (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Advances | $ 18,800 | $ 1,008,378 |
Notes Payable to Related Parties | 1,161,020 | 10,142 |
Accrued interest - related parties | 144,024 | 87,979 |
David Tobias | ||
Related Party Advances | 0 | 851,878 |
Notes Payable to Related Parties | 944,378 | 0 |
Accrued interest - related parties | 120,293 | 75,141 |
New Compendium, Affiliate | ||
Related Party Advances | 0 | 152,500 |
Notes Payable to Related Parties | 152,500 | 0 |
Accrued interest - related parties | 20,063 | 12,438 |
Keith Hyatt, Affiliate | ||
Related Party Advances | 13,100 | |
Notes Payable to Related Parties | 0 | |
Accrued interest - related parties | 0 | |
Jason Washington, Affiliate | ||
Related Party Advances | 5,700 | |
Notes Payable to Related Parties | 0 | |
Accrued interest - related parties | 0 | |
Chris Cope, Affilitate | ||
Related Party Advances | 0 | 0 |
Notes Payable to Related Parties | 10,142 | 10,142 |
Accrued interest - related parties | 0 | 0 |
Cathy Carroll, Director | ||
Related Party Advances | 0 | |
Notes Payable to Related Parties | 50,000 | |
Accrued interest - related parties | 3,068 | |
Other Affiliates | ||
Related Party Advances | 0 | 4,000 |
Notes Payable to Related Parties | 4,000 | 0 |
Accrued interest - related parties | $ 600 | $ 400 |
5. Investments (Details)
5. Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Issued During Period, Shares, Purchase of Assets | 10,000,000 | |
Fair value of investment | $ 0 | $ 48,000 |
Unrealized loss on investment | 147,000 | (152,000) |
REFG | ||
Fair value of investment | $ 195,000 | $ 48,000 |
6. Stockholders' Equity (Detail
6. Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock [Member] | ||
Conversion of stock, shares issued | 503,681 | 0 |
Common Stock [Member] | ||
Conversion of stock, shares issued | 503,681 | |
Preferred Stock [Member] | Common Class A | ||
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Voting Rights | 1 vote per share | |
Common Stock [Member] | 2017 Stock Plan | ||
Common Stock issued to compensate employees and consultants | 3,000,000 | |
Additional shares authorized | 55,657 | |
Common Stock [Member] | 2020 Stock Plan | ||
Common Stock issued to compensate employees and consultants | 2,000,000 | |
Additional shares authorized | 0 |
6. Stockholders' Equity _ Sched
6. Stockholders' Equity : Schedule of Warratnts (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of warrants, beginning | 174,900 | 49,900 |
Issued | 50,000 | 125,000 |
Expired | (49,900) | |
Number of warrants, ending | 175,000 | 174,900 |
Warrant, Exercise price, beginning | $ 2 | |
Issued | $ 2 | 0.80 |
Expired | (2) | |
Warrant | Minimum | ||
Warrant, Exercise price, beginning | 0.80 | |
Issued | ||
Warrant, Exercise price, ending | 0.80 | 0.80 |
Warrant | Maximum | ||
Warrant, Exercise price, beginning | 2 | |
Warrant, Exercise price, ending | $ 2 | $ 2 |
6. Stockholders' Equity _ Sch_2
6. Stockholders' Equity : Schedule of Warrants Expiration (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants outstanding | 175,000 | 174,900 | 49,900 |
Warrants, exercise price | $ 2 | ||
Warrant 1 | |||
Warrants outstanding | 125,000 | ||
Warrants, exercise price | $ 0.80 | ||
Warrants Expiration Date | November 2022 | ||
Warrant 2 | |||
Warrants outstanding | 50,000 | ||
Warrants, exercise price | $ 2 | ||
Warrants Expiration Date | July and August 2023 |
6. Stockholders' Equity (Relate
6. Stockholders' Equity (Related and non-related parties) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issued for services, Value | $ 2,056,595 | $ 1,359,343 |
Other Activity, value | 0 | 50,000 |
Total stock issued, value | $ 2,056,593 | 1,409,343 |
Conversion of preferred stock | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Related Parties | ||
Stock issued for services, Value | $ 878,799 | 761,730 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 878,799 | 761,730 |
Unrelated Parties | ||
Stock issued for services, Value | 1,177,794 | 597,613 |
Other Activity, value | 0 | 50,000 |
Total stock issued, value | 1,177,794 | 647,613 |
David Tobias | ||
Stock issued for services, Value | 175,964 | 308,732 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 175,964 | 308,732 |
Brad Herr | ||
Stock issued for services, Value | 250,201 | |
Other Activity, value | 0 | |
Total stock issued, value | 250,201 | |
Robert Tankson | ||
Stock issued for services, Value | 62,661 | |
Other Activity, value | 0 | |
Total stock issued, value | 62,661 | |
Cathy Carroll | ||
Stock issued for services, Value | 175,964 | 80,043 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 175,964 | 80,043 |
Trevor Reed | ||
Stock issued for services, Value | 29,328 | 32,015 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 29,328 | 32,015 |
Keith Hyatt | ||
Stock issued for services, Value | 140,237 | |
Other Activity, value | 0 | |
Total stock issued, value | 140,237 | |
Kyle Powers | ||
Stock issued for services, Value | 44,444 | |
Other Activity, value | 0 | |
Total stock issued, value | 44,444 | |
Cash | ||
Stock issued for services, Value | 0 | |
Other Activity, value | 25,000 | |
Total stock issued, value | 25,000 | |
Acquistion | ||
Stock issued for services, Value | 0 | |
Other Activity, value | 109,000 | |
Total stock issued, value | 109,000 | |
Aggregate Totals | ||
Stock issued for services, Value | 2,697,278 | 1,813,639 |
Other Activity, value | 109,000 | 50,000 |
Total stock issued, value | 2,831,278 | 1,863,639 |
Donald Lundbom | ||
Stock issued for services, Value | 247,330 | |
Other Activity, value | 0 | |
Total stock issued, value | 247,330 | |
Stephen Downing | ||
Stock issued for services, Value | 40,023 | |
Other Activity, value | 0 | |
Total stock issued, value | 40,023 | |
Deborah Goldsberry | ||
Stock issued for services, Value | 21,572 | |
Other Activity, value | 0 | |
Total stock issued, value | 21,572 | |
Michael Gravel | ||
Stock issued for services, Value | 32,015 | |
Other Activity, value | 0 | |
Total stock issued, value | 32,015 | |
Shares cancelled | ||
Stock issued for services, Value | 0 | |
Other Activity, value | 0 | |
Total stock issued, value | 0 | |
Stock Payable | ||
Stock issued for services, Value | 640,685 | 454,296 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 640,685 | 454,296 |
Stock Payable | Related Parties | ||
Stock issued for services, Value | 431,201 | 340,080 |
Other Activity, value | 0 | 0 |
Total stock issued, value | 431,201 | 340,080 |
Stock Payable | Unrelated Parties | ||
Stock issued for services, Value | 209,484 | 114,216 |
Other Activity, value | 0 | 0 |
Total stock issued, value | $ 209,484 | $ 114,216 |
Common Stock | ||
Stock issued for services, shares | 3,612,060 | 725,937 |
Stock issued for services, Value | $ 3,612 | $ 726 |
Other Activity, shares | 0 | 125,000 |
Total stock issued, shares | 3,612,060 | 850,937 |
Common Stock | Conversion of preferred stock | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 503,681 | |
Total stock issued, shares | 503,681 | |
Common Stock | Related Parties | ||
Stock issued for services, shares | 1,404,149 | 323,658 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 1,404,149 | 323,658 |
Common Stock | Unrelated Parties | ||
Stock issued for services, shares | 2,207,911 | 402,279 |
Other Activity, shares | 0 | 125,000 |
Total stock issued, shares | 2,207,911 | 527,279 |
Common Stock | David Tobias | ||
Stock issued for services, shares | 0 | 0 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Common Stock | Brad Herr | ||
Stock issued for services, shares | 498,878 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 498,878 | |
Common Stock | Robert Tankson | ||
Stock issued for services, shares | 127,570 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 127,570 | |
Common Stock | Cathy Carroll | ||
Stock issued for services, shares | 348,746 | 57,819 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 348,746 | 57,819 |
Common Stock | Trevor Reed | ||
Stock issued for services, shares | 58,125 | 23,127 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 58,125 | 23,127 |
Common Stock | Keith Hyatt | ||
Stock issued for services, shares | 278,237 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 278,237 | |
Common Stock | Kyle Powers | ||
Stock issued for services, shares | 92,593 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 92,593 | |
Common Stock | Cash | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 50,000 | |
Total stock issued, shares | 50,000 | |
Common Stock | Acquistion | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 100,000 | |
Total stock issued, shares | 100,000 | |
Common Stock | Aggregate Totals | ||
Stock issued for services, shares | 4,575,298 | 852,998 |
Other Activity, shares | 603,681 | 55,000 |
Total stock issued, shares | 5,228,979 | 907,998 |
Common Stock | Donald Lundbom | ||
Stock issued for services, shares | 178,659 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 178,659 | |
Common Stock | Stephen Downing | ||
Stock issued for services, shares | 28,910 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 28,910 | |
Common Stock | Deborah Goldsberry | ||
Stock issued for services, shares | 12,016 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 12,016 | |
Common Stock | Michael Gravel | ||
Stock issued for services, shares | 23,127 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 23,127 | |
Common Stock | Shares cancelled | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 70,000 | |
Total stock issued, shares | 70,000 | |
Common Stock | Stock Payable | ||
Stock issued for services, shares | 963,238 | 127,061 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 963,238 | 127,061 |
Common Stock | Stock Payable | Related Parties | ||
Stock issued for services, shares | 521,411 | 85,681 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 521,411 | 85,681 |
Common Stock | Stock Payable | Unrelated Parties | ||
Stock issued for services, shares | 441,827 | 41,380 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 441,827 | 41,380 |
Preferred Stock [Member] | ||
Stock issued for services, shares | 348,746 | 223,014 |
Stock issued for services, Value | $ 350 | $ 223 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 348,746 | 223,014 |
Preferred Stock [Member] | Conversion of preferred stock | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 503,681 | |
Total stock issued, shares | 503,681 | |
Preferred Stock [Member] | Related Parties | ||
Stock issued for services, shares | 348,746 | 223,014 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 348,746 | 223,014 |
Preferred Stock [Member] | Unrelated Parties | ||
Stock issued for services, shares | 0 | 0 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | David Tobias | ||
Stock issued for services, shares | 348,746 | 223,014 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 348,746 | 223,014 |
Preferred Stock [Member] | Brad Herr | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Robert Tankson | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Cathy Carroll | ||
Stock issued for services, shares | 0 | 0 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Trevor Reed | ||
Stock issued for services, shares | 0 | 0 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
Preferred Stock [Member] | Keith Hyatt | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Kyle Powers | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Cash | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Acquistion | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Aggregate Totals | ||
Stock issued for services, shares | 571,960 | 262,405 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 68,279 | 262,405 |
Preferred Stock [Member] | Donald Lundbom | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Stephen Downing | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Deborah Goldsberry | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Michael Gravel | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Shares cancelled | ||
Stock issued for services, shares | 0 | |
Other Activity, shares | 0 | |
Total stock issued, shares | 0 | |
Preferred Stock [Member] | Stock Payable | ||
Stock issued for services, shares | 223,214 | 39,391 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 223,214 | 39,391 |
Preferred Stock [Member] | Stock Payable | Related Parties | ||
Stock issued for services, shares | 223,214 | 39,391 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 223,214 | 39,391 |
Preferred Stock [Member] | Stock Payable | Unrelated Parties | ||
Stock issued for services, shares | 0 | 0 |
Other Activity, shares | 0 | 0 |
Total stock issued, shares | 0 | 0 |
7. Acquisition of GK Manufact_3
7. Acquisition of GK Manufacturing and Packaging, Inc. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Salary and wages | $ 810,027 | $ 393,310 |
Contingent consideration arrangements, description | If GKMP net revenues exceed $3,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $1,000,000 in consideration would be due to the key individuals. If GKMP net revenues exceed $6,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $500,000 in consideration would be due to the key individuals ($1,500,000 in the aggregate). | |
Employment Agreements | ||
Salary and wages | $ 65,000 | |
Sales and Marketing | $ 50,000 | |
GK Manufacturing and Packaging, Inc | ||
Shares issued, shares | 100,000 | |
Shares issued, value | $ 109,000 | |
Business acquisition, interest rate | 51.00% | |
Working capital | $ 500,000 |
7. Acquisition of GK Manufact_4
7. Acquisition of GK Manufacturing and Packaging, Inc. : Schedule of Allocation of Acquisition Price (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Asset fair value on acquisition date | |
Inventories | $ 47,987 |
Packaging line and other manufacturing equipment | 164,488 |
Lease deposit | 1,250 |
Net Assets acquired | 213,725 |
Consideration transferred, equity interests issued and issuable | 213,725 |
CBDS | |
Asset fair value on acquisition date | |
Consideration transferred, equity interests issued and issuable | 109,000 |
NCI | |
Asset fair value on acquisition date | |
Consideration transferred, equity interests issued and issuable | $ 104,725 |
8. Business Segments and Reve_3
8. Business Segments and Revenues : Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net | $ 199,120 | $ 6,440 |
Capital expenditures | 58,544 | 0 |
PrestoCorp | ||
Property and Equipment, Net | 3,148 | 2,815 |
Capital expenditures | 2,662 | 2,369 |
GKMP | ||
Property and Equipment, Net | 193,616 | 0 |
Capital expenditures | 55,882 | 0 |
Other | ||
Property and Equipment, Net | 2,356 | 3,625 |
Capital expenditures | $ 0 | $ 0 |
8. Business Segments and Reve_4
8. Business Segments and Revenues : Operating segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 2,035,283 | $ 1,159,737 |
Cost of revenue | 893,482 | 462,940 |
Gross profit | 1,141,801 | 696,797 |
Depreciation and amortization | 235,624 | 561,434 |
PrestoCorp | ||
Revenue | 1,940,154 | 1,157,437 |
Cost of revenue | 740,645 | 462,940 |
Gross profit | 1,199,509 | 694,497 |
Depreciation and amortization | 55,911 | 79,391 |
GKMP | ||
Revenue | 94,552 | 0 |
Cost of revenue | 152,837 | 0 |
Gross profit | 58,285 | 0 |
Depreciation and amortization | 26,754 | 0 |
Other | ||
Revenue | 577 | 2,300 |
Depreciation and amortization | $ 152,959 | $ 482,043 |
8. Business Segments and Reve_5
8. Business Segments and Revenues : Customer Concentrations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
PrestoCorp | ||
Concentration of revenue, amount | $ 0 | $ 0 |
Concentration of revenue, percentage | 0.00% | 0.00% |
GKMP | ||
Concentration of revenue, amount | $ 27,927 | $ 0 |
Concentration of revenue, percentage | 30.00% | 0.00% |
GKMP | Customer A | ||
Concentration of revenue, amount | $ 8,257 | $ 0 |
GKMP | Customer B | ||
Concentration of revenue, amount | $ 19,670 | $ 0 |
9. Commitments and Contingenc_3
9. Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease liability | $ 47,312 | |
Right of use asset | $ 47,312 | $ 0 |
Shares in Escrow | Company had 419,475 shares of common stock in escrow as part of the acquisition of PrestoCorp. These shares were issuable in certain circumstances to the principals of PrestoCorp based on performance of the PrestoCorp business in 2020 and 2021. The escrow account originally contained 629,213 shares of common stock but 209,738 shares were cancelled in 2018 when the performance requirements for that tranche of shares were not met. The escrowed shares are not counted in the outstanding stock of the Company and will be considered compensation to the principals if and when issued. The escrow account also includes an additional 500 shares of PrestoCorp common stock which is distributable either back to the principals of PrestoCorp or to the Company, also depending on certain minimum performance requirements which extend into 2021. | |
PrestoCorp | ||
Operating Leases, Rent Expense | $ 38,458 | $ 29,950 |
Equity Method Investment, Ownership Percentage | 51.00% | |
PrestoCorp | San Francisco Office Facilities | ||
Debt Instrument, Periodic Payment | $ 2,800 | |
PrestoCorp | New York office Facilities | ||
Debt Instrument, Periodic Payment | 2,444 | |
Warehouse Lease | ||
Debt Instrument, Periodic Payment | 600 | |
GKMP | ||
Operating Leases, Rent Expense | $ 22,527 | |
Discount Rate | 10.00% | |
GKMP | Printer | ||
Lease term | 30 months | |
Deposit | $ 1,250 | |
GKMP | Bottle Filling Line | ||
Lease term | 15 months | |
Deposit | $ 8,000 |
9. Commitments and Contingenc_4
9. Commitments and Contingencies: Future minimum lease payments (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
From January 1, 2021 to December 31, 2021 | $ 36,022 | |
From January 1, 2021 to December 31, 2022 | 14,473 | |
From January 1, 2022 to December 31, 2023 | 4,095 | |
Total | 54,590 | |
Less: imputed interest | (7,278) | |
Net lease liability | 47,312 | |
Current portion | (31,891) | $ 0 |
Long term | $ 15,421 | $ 0 |
11. Income Taxes (Details)
11. Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21.00% |
Operating loss carry forwards | $ 16,100,000 |
Federal and state Operating loss carry forwards | $ 10,000,000 |
Federal and state Operating loss carry forwards expiartion date | Between 2021 through 2037 |
11. Income Taxes_ Deferred tax
11. Income Taxes: Deferred tax assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,424,000 | $ 2,990,000 |
Goodwill and intangibles | 998,000 | 955,000 |
Other | 33,000 | 1,000 |
Total deferred tax assets | 4,455,000 | 3,946,000 |
Valuation allowance | (4,455,000) | (3,946,000) |
Net deferred tax asset | $ 0 | $ 0 |
11. Income Taxes_ Effective Inc
11. Income Taxes: Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (2,458,544) | $ (4,006,713) |
Less non-controlling interests net loss | 285,352 | 70,327 |
Net loss attributable to CBDS | (2,173,192) | (3,936,386) |
Provision (benefit) computed using the statutory rate | (456,000) | (827,000) |
Non-deductible items | 4,000 | 92,000 |
Change in estimate | (57,000) | 0 |
Change in valuation allowance | 509,000 | 735,000 |
Total income tax provision (benefit) | $ 0 | $ 0 |
12. Subsequent Events (Details)
12. Subsequent Events (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 05, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares issued for services, value | $ 2,056,595 | $ 1,359,343 | |||
Subsequent Event | Private Placement [Member] | |||||
Number of common stock issued in private placement | 10,466 | ||||
Proceeds from Issuance of Private Placement | $ 4,814 | ||||
Share price | $ 0.46 | ||||
Subsequent Event | Contractors | |||||
Shares issued for services, shares | 669,264 | ||||
Shares issued for services, value | $ 378,825 | ||||
Subsequent Event | Chief Executive Officer [Member] | |||||
Shares converted | 167,966 | ||||
Shares issued for conversion | 167,966 |