Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55900 | |
Entity Registrant Name | MJ HOLDINGS, INC. | |
Entity Central Index Key | 0001456857 | |
Entity Tax Identification Number | 20-8235905 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2580 S. Sorrel | |
Entity Address, Address Line Two | St., | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89146 | |
City Area Code | (702) | |
Local Phone Number | 879-4440 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | MJNE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,078,333 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 5,899,684 | $ 117,536 |
Accounts receivable | 18,254 | 9,461 |
Prepaid expenses | 755,290 | 713,782 |
Marketable securities – available for sale | 150,000 | |
Convertible note receivable | 500,000 | |
Total current assets | 7,173,228 | 990,779 |
Property and equipment, net | 2,719,136 | 4,155,675 |
Intangible assets | 300,000 | 300,000 |
Deposits | 1,074,817 | 64,817 |
Operating lease - right-of-use asset | 1,915,507 | 1,979,181 |
Total non-current assets | 6,009,460 | 6,499,673 |
Total assets | 13,182,688 | 7,490,452 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,711,665 | 2,382,779 |
Deposits | 538,921 | 538,921 |
Other current liabilities | 1,328,438 | |
Contract liabilities | 1,270,000 | |
Income taxes payable | 277,000 | |
Current portion of notes payable – related party | 300,405 | |
Current portion of long-term notes payable | 770,135 | 1,185,273 |
Current portion of operating lease obligation | 211,427 | 241,466 |
Total current liabilities | 4,779,148 | 5,977,282 |
Non-current liabilities | ||
Long-term notes payable, net of current portion | 108,891 | 921,723 |
Operating lease obligation, net of current portion | 1,850,313 | 1,889,575 |
Total non-current liabilities | 1,959,204 | 2,811,298 |
Total liabilities | 6,738,352 | 8,788,580 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.001 par value, 95,000,000 shares authorized, 70,660,015 and 68,613,541 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 70,660 | 68,613 |
Additional paid-in capital | 20,084,895 | 18,748,688 |
Common stock issuable | 199 | |
Accumulated deficit | (13,598,949) | (20,002,960) |
Total stockholders’ equity (deficit) attributable to MJ Holdings, Inc. | 6,556,805 | (1,185,659) |
Noncontrolling interests | (112,469) | (112,469) |
Total shareholders’ equity (deficit) | 6,444,336 | (1,298,128) |
Total liabilities and stockholders’ equity (deficit) | 13,182,688 | 7,490,452 |
Series A convertible preferred stock | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued; Series A convertible Preferred stock $1,000 stated value, 2,500 authorized, 0 shares issued and outstanding |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 70,660,015 | 68,613,541 |
Common stock, shares outstanding | 70,660,015 | 68,613,541 |
Series A convertible preferred stock | ||
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 209,006 | $ 66,914 | $ 516,381 | $ 523,072 |
Operating expenses | ||||
Direct costs of revenue | 40,590 | 67,428 | 40,590 | 540,198 |
General and administrative | 1,967,097 | 459,046 | 4,773,024 | 1,497,727 |
Depreciation | 96,787 | 111,743 | 194,257 | 223,489 |
Marketing and selling | 7,880 | 7,700 | 7,880 | 6,792 |
Total operating expenses | 2,112,354 | 645,917 | 5,015,751 | 2,268,206 |
Operating loss | (1,903,348) | (579,003) | (4,499,370) | (1,745,134) |
Other income (expense) | ||||
Interest expense | (15,081) | (49,390) | (32,308) | (98,377) |
Interest income | 4,636 | 4,587 | 9,298 | 9,173 |
Miscellaneous expense | (4,587) | (9,173) | (9,173) | (9,173) |
Loss on conversion of related party note payable | (310,526) | |||
Gain on sale of marketable securities | 9,857,429 | |||
Gain on sale of commercial building | 260,141 | |||
Other income | 1,359,208 | 1,405,520 | ||
Total other income (expense) | 1,344,176 | (53,976) | 11,180,381 | (98,377) |
Net income (loss) before income taxes | (559,172) | (632,979) | 6,681,011 | (1,843,511) |
Provision for income taxes | 277,000 | 277,000 | ||
Net income (loss) | (836,172) | (632,979) | 6,404,011 | (1,843,511) |
Loss (gain) attributable to non-controlling interest | (2,867) | (5,129) | ||
Net income (loss) attributable to common stockholders | $ (836,172) | $ (630,112) | $ 6,404,011 | $ (1,838,382) |
Net income (loss) attributable to common stockholders per share - basic and diluted | $ (0.01) | $ (0.10) | $ 0.09 | $ (0.03) |
Weighted average number of shares outstanding: | ||||
Basic | 70,632,612 | 65,754,724 | 69,580,992 | 65,662,894 |
Diluted | 70,632,612 | 65,754,724 | 69,969,539 | 65,662,894 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common stock issuable | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Payable | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 19 | $ 65,436 | $ 18,177,723 | $ 10,000 | $ (103,956) | $ (16,038,345) | $ 2,110,877 |
Beginning balance, shares at Dec. 31, 2019 | 18,562 | 65,436,449 | |||||
Issuance of common stock for services | $ 281 | 55,969 | 56,250 | ||||
Share based compensation, shares | 281,251 | ||||||
Issuance of common stock for conversion of debt and interest | $ (19) | $ 19 | |||||
Issuance of common stock for conversion of debt and interest, shares | (18,562) | 18,562 | |||||
Issuance of common stock for stock subscriptions payable | |||||||
Net loss | (2,262) | (1,208,270) | (1,210,532) | ||||
Ending balance, value at Mar. 31, 2020 | $ 65,736 | 18,233,692 | 10,000 | (106,218) | (17,246,615) | 956,595 | |
Ending balance, shares at Mar. 31, 2020 | 0 | 65,736,262 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 19 | $ 65,436 | 18,177,723 | 10,000 | (103,956) | (16,038,345) | 2,110,877 |
Beginning balance, shares at Dec. 31, 2019 | 18,562 | 65,436,449 | |||||
Net loss | (1,843,511) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 65,756 | 18,243,672 | (109,085) | (17,876,727) | 323,616 | ||
Ending balance, shares at Jun. 30, 2020 | 0 | 65,756,262 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 65,736 | 18,233,692 | 10,000 | (106,218) | (17,246,615) | 956,595 | |
Beginning balance, shares at Mar. 31, 2020 | 0 | 65,736,262 | |||||
Issuance of common stock for stock subscriptions payable | $ 20 | 9,980 | (10,000) | ||||
Issuance of common stock for stock subscriptions payable, shares | 20,000 | ||||||
Net loss | (2,867) | (630,112) | (632,979) | ||||
Ending balance, value at Jun. 30, 2020 | $ 65,756 | 18,243,672 | (109,085) | (17,876,727) | 323,616 | ||
Ending balance, shares at Jun. 30, 2020 | 0 | 65,756,262 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 68,613 | 18,748,688 | (112,469) | (20,002,960) | (1,298,128) | ||
Beginning balance, shares at Dec. 31, 2020 | 68,613,541 | ||||||
Common stock to be issued for termination of rights participation agreement | $ 1,000 | 629,000 | 630,000 | ||||
Common stock to be issued for termination of rights participation agreement, shares | 1,000,000 | ||||||
Issuance of common stock for services | $ 225 | 134,775 | 135,000 | ||||
Share based compensation, shares | 225,000 | ||||||
Issuance of common stock for conversion of debt and interest | |||||||
Issuance of common stock for conversion of debt and interest, shares | |||||||
Issuance of common stock for cash | $ 263 | 49,737 | 50,000 | ||||
Issuance of common stock for cash, shares | 263,158 | ||||||
Issuance of common stock for loan payable conversion | $ 526 | 410,000 | 410,526 | ||||
Issuance of common stock for loan payable conversion, shares | 526,316 | ||||||
Stock based compensation | 7,841 | 7,841 | |||||
Stock based compensatio, shares | |||||||
Issuance of common stock for stock subscriptions payable | |||||||
Issuance of common stock for stock subscriptions payable, shares | |||||||
Net loss | $ 7,240,183 | 7,240,183 | |||||
Ending balance, value at Mar. 31, 2021 | $ 1,000 | $ 69,627 | 19,980,041 | (112,469) | (12,762,777) | 7,175,422 | |
Ending balance, shares at Mar. 31, 2021 | 1,000,000 | 69,628,015 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 68,613 | 18,748,688 | (112,469) | (20,002,960) | (1,298,128) | ||
Beginning balance, shares at Dec. 31, 2020 | 68,613,541 | ||||||
Net loss | 6,404,011 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 199 | $ 70,660 | 20,084,895 | (112,469) | (13,598,949) | 6,444,336 | |
Ending balance, shares at Jun. 30, 2021 | 198,539 | 70,660,015 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 1,000 | $ 69,627 | 19,980,041 | (112,469) | (12,762,777) | 7,175,422 | |
Beginning balance, shares at Mar. 31, 2021 | 1,000,000 | 69,628,015 | |||||
Issuance of common stock for services | $ 33 | 14,367 | 14,400 | ||||
Share based compensation, shares | 32,000 | ||||||
Issuance of common stock as per terms of Termination Agreement | $ (1,000) | $ 1,000 | |||||
Issuance of common stock as per terms of Termination Agreement, shares | (1,000,000) | 1,000,000 | |||||
Common stock to be issued for director compensation | $ 199 | 90,487 | 90,685 | ||||
Common stock to be issued for director compensation, shares | 198,539 | ||||||
Net loss | (836,172) | (836,172) | |||||
Ending balance, value at Jun. 30, 2021 | $ 199 | $ 70,660 | $ 20,084,895 | $ (112,469) | $ (13,598,949) | $ 6,444,336 | |
Ending balance, shares at Jun. 30, 2021 | 198,539 | 70,660,015 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 6,404,011 | $ (1,843,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right to use asset | 63,674 | 106,067 |
Common stock issued for prepaid services | 135,000 | 56,250 |
Depreciation | 194,257 | 223,489 |
Gain on sale of marketable securities | (9,857,429) | |
Provision for income taxes | 277,000 | |
Gain on sale of commercial building | (260,141) | |
Stock based compensation | 98,361 | |
Common stock issued for services | 14,367 | |
Common stock to be issued for wages payable | 199 | |
Common stock to be issued for termination of rights participation agreement | 630,000 | |
Expenses paid on behalf of Company | 36,405 | |
Loss on conversion of related party note payable | 310,526 | |
Reserve on impairment | 9,173 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,793) | (4,975) |
Prepaid expenses | (41,508) | 137,460 |
Deposits | (1,010,000) | 125,212 |
Accounts payable and accrued liabilities | (671,112) | 543,829 |
Contract liabilities | 1,270,000 | |
Other current assets | 156,229 | |
Other current liabilities | (1,328,438) | 532,789 |
Operating lease liability | (69,301) | (117,321) |
Net cash used in operating activities | (3,849,327) | (38,904) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (125,077) | |
Proceeds from sale of commercial building | 1,627,500 | |
Purchase of marketable securities | (200,000) | |
Issuance of convertible note receivable | (500,000) | |
Proceeds from the sale of marketable securities | 10,207,429 | |
Net cash provided by investing activities | 11,009,852 | |
Financing activities | ||
Proceeds from notes payable | 300,000 | |
Proceeds from notes payable – related party | 164,000 | |
Repayment of notes payable | (1,728,377) | (10,669) |
Proceeds from common stock issued for cash | 50,000 | |
Net cash provided by (used in) financing activities | (1,378,377) | 153,331 |
Net change in cash | 5,782,148 | 114,427 |
Cash, beginning of period | 117,536 | 22,932 |
Cash, end of period | 5,899,684 | 137,359 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 98,716 | 32,356 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Common stock issued for prior period debt conversion | 19 | |
Issuance of stock for conversion of related party note payable | 100,000 | |
Common stock issued for stock subscriptions payable | $ 10,000 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Note 1 — Nature of the Business MJ Holdings, Inc. (OTCPK: MJNE) is a highly-diversified cannabis holding company providing cultivation management, asset and infrastructure development – currently concentrated in the Las Vegas market. It is the Company’s intention to grow its business and provide a 360-degree spectrum of infrastructure, including, cannabis cultivation, production of cannabis related products, management services, dispensaries and consulting services. The Company intends to grow its business through joint ventures with existing companies possessing complementary subject matter expertise, acquisition of existing companies and through the development of new opportunities. The Company intends to “prove the concept” profitably in the rapidly expanding Las Vegas market and then use that anticipated success as a template for replicating the concept in other developing states through a combination of strategic partnerships, acquisitions and opening new operations. The Company was incorporated on November 17, 2006, as Securitas EDGAR Filings, Inc. under the laws of the State of Nevada. Prior to the formation of Securitas EDGAR Filings Inc., the business was operated as Xpedient EDGAR Filings, LLC, a Florida Limited Liability Company, formed on October 31, 2005. On November 21, 2005, Xpedient EDGAR Filings LLC amended its Articles of Organization to change its name to Securitas EDGAR Filings, LLC. On January 21, 2009, Securitas EDGAR Filings LLC merged into Securitas EDGAR Filings, Inc., a Nevada corporation. On February 14, 2014, the Company amended and restated its Articles of Incorporation and changed its name to MJ Holdings, Inc. On November 22, 2016, in connection with a plan to divest the Company of its real estate business, the Company submitted to its stockholders an offer to exchange (the “Exchange Offer”) its common stock for shares in MJ Real Estate Partners, LLC, (“MJRE”) a newly formed LLC formed for the sole purpose of effecting the Exchange Offer. On January 10, 2017, the Company accepted for exchange 1,800,000 Acquisition of Red Earth On December 15, 2017, the Company acquired all of the issued and outstanding membership interests of Red Earth, LLC, a Nevada limited liability company (“Red Earth”) established in October 2016, in exchange for 52,732,969 $900,000 88 On or about May 7, 2021, the Company’s wholly owned subsidiary, Red Earth, LLC (the “Subsidiary”), received an inquiry from the State of Nevada Cannabis Compliance Board (“CCB”) regarding the transfer of ownership of the Subsidiary from its previous owners to the Company. The CCB has determined that the transfer was not formally approved, thus a Category II violation. On July 27, 2021, the Subsidiary entered into a Stipulation and Order for Settlement of Disciplinary Action (the “Stipulation Order”) with the CCB. Under the terms of the Stipulation Order, the Subsidiary has agreed to present to the CCB, by not later than August 31, 2021, a plan pursuant to which the ownership of the Subsidiary will be returned to the original owners. The Parties to the Stipulation Order resolved the matter without the necessity of taking formal action. The Subsidiary agreed to pay a civil penalty of $ 10,000 COVID-19 COVID-19 has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business and transportation shutdowns and restrictions on people’s movement and congregation. As a result of the pandemic, the Company has experienced, and continues to experience, weakened demand for its products. Many of its customers have been unable to sell its products in customer stores due to government-mandated closures and have deferred or significantly reduced orders for the Company’s products. The Company expects these trends to continue until such closures are significantly curtailed or lifted. In addition, the pandemic has reduced foot traffic in the stores where its products are sold that remain open, and the global economic impact of the pandemic has temporarily reduced consumer demand for its products as they focus on purchasing essential goods. Given these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic in 2020 occurred in the second and third quarters and resulted in a significant net sales decline in its quarterly results. In addition, certain of its suppliers and the manufacturers of certain of its products were adversely impacted by COVID-19. As a result, the Company faced delays or difficulty sourcing products, which negatively affected its business and financial results. Even if the Company were able to find alternate sources for such products, it may cost more and cause delays in its supply chain, which could adversely impact its profitability and financial condition. The Company has taken actions to protect its employees in response to the pandemic, including closing its corporate offices and requiring its office employees to work from home. At its grow facilities, certain practices are in effect to safeguard workers, including a staggered work schedule, and the Company is continuing to monitor direction from local and national governments carefully. As a result of the impact of COVID-19 on its financial results, and the anticipated future impact of the pandemic, the Company has implemented cost control measures and cash management actions, including: ● Furloughing a significant portion of its employees; and Implementing 20% salary reductions across its executive team and other members of upper-level management; and Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures; and Proactively managing working capital, including reducing incoming inventory to align with anticipated sales. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Red Earth, LLC, HDGLV, LLC, Icon Management, LLC, Alternative Hospitality, Inc., Condo Highrise Management, LLC and Prescott Management, LLC. Inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of stock-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Cash Cash includes cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. The Company, at various times throughout the year, had cash in financial institutions in excess of Federally insured limits. At June 30, 2021, the Company had $ 5,755,000 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021 and December 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) Level 1: Level 2 Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. The FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. As of June 30, 2021 and December 31, 2020, the Company’s investment in marketable securities – available for sale was determined to be a level 1 investment. Schedule of Investment in Marketable Securities June 30, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 On February 17, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with ATG Holdings, LLC (the “ATG”). Under the terms of the Agreement, the Company purchased 1,500,000,000 $200,000 During the six months ended June 30, 2021, the Company liquidated its marketable securities that it received in the Stock Exchange Agreement with HCMC dated August 13, 2018 and the shares of HCMC that it received under the Agreement with ATG. The net proceeds received by the Company for the sale of the marketable securities were $9,857,429 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. Schedule of Accounts Receivable and Allowance for Doubtful Accounts June 30, December 31, Accounts receivable $ 57,772 $ 23,675 Less allowance (39,518 ) (12,000 ) Net accounts receivable $ 18,254 $ 11,675 Debt Issuance Costs Costs associated with obtaining, closing, and modifying loans and/or debt instruments are netted against the carrying amount of the debt instrument, and charged to interest expense over the term of the loan. Inventory Inventories consist of finished goods as of June 30, 2021 and December 31, 2020. Inventories are valued at the lower of cost or net realizable value. The Company determines cost on the basis of the first in first out method. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. The Company has performed a valuation and has established a reserve against its finished goods inventory. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of operations. Construction in progress primarily represents the construction or the renovation costs stated at cost less any accumulated impairment loss, which is not depreciated. Costs incurred are capitalized and transferred to property and equipment upon completion, at which time depreciation commences. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) Property and equipment are depreciated over their estimated useful lives as follows: Schedule of Property and Equipment Estimated Useful Lives Buildings 12 Land Not depreciated Leasehold Improvements Lessor of lease term or 5 years Machinery and Equipment 5 Furniture and Fixtures 5 Long–lived Assets Long-lived assets, including real estate property and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. The Company recorded an impairment of its long-lived assets in the amount of $ 9,173 and $ 18,345 for the six months ended June 30, 2021 and year ended December 31, 2020, respectively. Other Current Liabilities The Company’s other current liabilities consisted of amounts due under the management agreement and performance guarantee with Acres Cultivation, LLC. As of June 30, 2021 and December 31, 2020, other current liabilities were $ - 1,328,438 Non- Controlling Interest The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, Alternative Hospitality, Inc. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in Alternative Hospitality, Inc. is 51 49 Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) The majority of the Company’s revenue was derived under the agreements, Consulting Agreement and Equipment Lease Agreement, entered into with Acres Cultivation, LLC. Revenue derived from consulting services fees are recognized over the term of the arrangement as services are provided. Revenue is presented net of discounts, fees and other related taxes. Revenue derived from equipment leases is recognized when the lease agreement is entered into and control of the equipment has passed to the customer. The Company’s remaining revenue is derived from its rental property in Nye County, Nevada. Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the leased space is available for use by the lessee. Schedule of Rental Revenue Recognition 2021 2020 For the six months ended June 30, 2021 2020 Revenues: Rental income (i) $ 40,169 $ 57,963 Management income (ii) 341,398 328,313 Equipment lease income (ii) 134,814 136,796 Total $ 516,381 $ 523,072 (i) The rental income is from the Company’s THC Park. (ii) In April 2018, the Company entered into a management agreement with Acres Cultivation, LLC, a Nevada limited liability company (the “Licensed Operator”) that holds a license for the legal cultivation of marijuana for sale under the laws of the State of Nevada. In January of 2019, the Company entered into a revised agreement, which replaced the April 2018 agreement, with the Licensed Operator in order to be more stringently aligned with Nevada marijuana laws. The material terms of the agreement remain unchanged. The Licensed Operator is contractually obligated to pay over to the Company eighty-five ( 85 April 2026 Contract Balances The Company receives payments for new Cultivation and Sales Agreements (the “Agreements”) upon signing and defers revenue recognition for these payments until certain milestones are met as per the terms of the Agreements. These payments represent contract liabilities and are recorded as such on the balance sheet. As of June 30, 2021 and December 31, 2020, the Company had $ 1,270,000 0 Stock-Based Compensation The Company’s share-based payment awards principally consist of grants of common stock. In accordance with the applicable accounting guidance, stock-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost based on the grant date fair value and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. The fair value of liability-classified awards is at each reporting date through the settlement date. Change in fair value during the requisite service period will be remeasured as compensation cost over that period. The Company utilizes its historical stock price to determine the volatility of any stock-based compensation. The expected dividend yield is 0 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a term equal to the expected term of the stock-based award. For stock-based financial instruments issued to parties other than employees, the Company uses the contractual term of the financial instruments as the expected term of the stock-based financial instruments. The assumptions used in calculating the fair value of stock-based financial instruments represent its best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and it uses different assumptions, its stock-based compensation expense could be materially different in the future. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) Operating Leases The Company adopted ASC Topic 842, Leases, on January 1, 2019. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Recent Accounting Pronouncements Stock Based Compensation: Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share Based Payment Accounting. The amendments in this Update expand the scope of stock compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in this Update does not apply to transactions involving equity instruments granted to a lender or investor that provides financing to the issuer. The guidance is effective for fiscal years beginning after December 31, 2018 including interim periods within the fiscal year. The Company adopted with an effective date of January 1, 2019. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 — Going Concern The Company has recurring net losses, which have resulted in an accumulated deficit of $ 13,598,949 as of June 30, 2021. The Company had negative cash flows from operations of $ 3,849,327 for the six months ended June 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise capital, and generate revenues. The Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s current capital resources include cash. Historically, the Company has financed its operations principally through equity and debt financing. |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Note Receivable | Note 4 — Note Receivable Note receivable at June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Note Receivable June 30, 2021 December 31, 2020 Note receivable- GeneRx (i) 500,000 - Total $ 500,000 $ - i. On March 12, 2021, the Company (the “Holder”) was issued a Convertible Promissory Note (the “Note”) by GeneRx (the “Borrower”), a Delaware corporation, in the amount of $ 300,000 . The Note has a term of one year (March 12, 2022 Maturity Date) and accrues interest at two percent ( 2% ) per annum. The Note is convertible, at the option of the Holder, into shares of common stock of the Borrower at a fixed conversion price of $ 1.00 per share. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty ( 20 ) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20% ) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid (the “Default Interest”). The Company funded $ 300,000 on March 15, 2021, $ 150,000 on April 2, 2021 and $ 50,000 on April 7, 2021. ii. The convertible note receivable is considered available for sale debt securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition, fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted into interest income over the respective term as shown within the Company’s Condensed Consolidated Statements of Operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment Property and equipment at June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Property and Equipment June 30, December 31, Leasehold Improvements $ 323,281 $ 323,281 Machinery and Equipment 1,177,280 1,087,679 Building and Land 1,650,000 3,150,000 Furniture and Fixtures 578,843 543,366 Total property and equipment 3,729,404 5,104,326 Less: Accumulated depreciation (1,010,268 ) (948,651 ) Property and equipment, net $ 2,719,136 $ 4,155,675 Depreciation expense for the six months ended June 30, 2021 and 2020 was $ 194,255 and $ 223,489 , respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 — Intangible Assets In October 2016, Red Earth entered into an Asset Purchase and Sale Agreement with the owner of a provisional Medical Marijuana Establishment Registration Certificate (the “Provisional Grow License”) issued by the state of Nevada for the cultivation of medical marijuana for $ 300,000 25,000 350,000 The Provisional Grow License remains in a provisional status until the Company has completed the build out of a cultivation facility and obtained approval from the state of Nevada to begin cultivation in the approved facility. Once approval from the state of Nevada is received, the Company begins the cultivation process. On or about May 7, 2021, the Company’s wholly owned subsidiary, Red Earth, LLC (the “Subsidiary”), received an inquiry from the State of Nevada Cannabis Compliance Board (“CCB”) regarding the transfer of ownership of the Subsidiary from its previous owners to the Company. The CCB has determined that the transfer was not formally approved, thus a Category II violation. On July 27, 2021, the Subsidiary entered into a Stipulation and Order for Settlement of Disciplinary Action (the “Stipulation Order”) with the CCB. Under the terms of the Stipulation Order, the Subsidiary has agreed to present to the CCB, by not later than August 31, 2021, a plan pursuant to which the ownership of the Subsidiary will be returned to the original owners. The Parties to the Stipulation Order resolved the matter without the necessity of taking formal action. The Subsidiary agreed to pay a civil penalty of $ 10,000 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 — Notes Payable Notes payable as of June 30, 2021 and December 31, 2020 consist of the following: Schedule of Notes Payable June 30, December 31, Note payable bearing interest at 6.50% October 31, 2023 1,100,000 $ - $ 1,022,567 Note payable bearing interest at 5.0% January 31, 2022 750,000 750,000 750,000 Note payable bearing interest at 9.0% January 16, 2020 150,000 - 100,000 Note payable bearing interest at 6.5% March 31, 2022 250,000 129,026 234,431 Notes payable, related party, bearing interest at 9.0% February 20, 2021 110,405 - 110,405 Notes payable, related party, bearing interest at 9.0% March 30, 2021 90,000 - 90,000 Total notes payable $ 879,026 $ 2,307,403 Less: current portion (770,135 ) (1,485,678 ) Long-term notes payable $ 108,891 $ 921,725 (i) On September 21, 2018, the Company, through its wholly-owned subsidiary Prescott Management, LLC, entered into a contract to purchase an approximately 10,000 1,500,000 1,100,000 30 years 6.5% 6,952 beginning on November 1, 2018, and continuing on the same day of each month thereafter until October 31, 2019. 50,000 6,559 beginning on November 1, 2019 and continuing until October 31, 2023 986,438 1,627,500 (ii) On January 17, 2019, the Company executed a promissory note for $ 750,000 5.0% 3,125 beginning February 1, 2019 until January 31, 2022 750,000 0 (iii) On January 17, 2019, the Company executed a short-term promissory note for $ 150,000 9.0 January 16, 2020 50,000 (iv) On April 1, 2019, the Company executed a promissory note for $ 250,000 6.5% 2,178 beginning May 1, 2019 until March 31, 2020 50,000 the payments shall be re-amortized (15-year amortization). 50,000 129,026 1,318 (v) On February 20, 2020, the Company’s subsidiary, Alternative Hospitality, Inc. (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 110,405 74,000 36,405 9% 825 1,233 The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which was owned by the Borrower. As of June 30, 2021, the note was paid in full (vi) On March 31, 2020, the Company’s subsidiary, Condo Highrise Management, LLC (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 90,000 The Note shall bear interest at a rate of 9% 675 The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020, which was owned by the Borrower. Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2021 (excluding the six months ended June 30, 2021) 13,615 2022 865,411 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 879,026 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Employment Agreements On October 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Jim Kelly. The Agreement became effective as of October 1, 2020. Under the terms of the Kelly Agreement, the Employee shall serve as the Company’s Interim Chief Financial Officer for a term of (i) the sooner of six ( 6 24,000 400 500,000 On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Paris Balaouras (the “Employee”). Under the terms of the Agreement, the Employee shall serve as the Company’s Chief Cultivation Officer for a term of three ( 3 105,000 100 rd 667,000 224,000 500,000 .75 On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Roger Bloss. Under the terms of the Agreement, the Employee shall serve as the Company’s Interim Chief Executive Officer for a term of six (6) months and the Chief Executive Officer and for an additional two (2) years and six (6) months as the Chief Executive Officer for a total of three ( 3 105,000 100 rd 500,000 .75 On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Bernard Moyle. Under the terms of the Agreement, the Employee shall serve as the Company’s Secretary/Treasurer for a term of three ( 3 ) years (the “Term”) commencing on September 15, 2020. The Employee shall receive a base salary of $ 60,000 annually, shall be eligible to receive an annual discretionary bonus during the Term, based on performance criteria determined by the board of directors of the Company in its sole discretion, in amount equal to up to 200 % of Employee’s base salary for the then current fiscal year, shall, at commencement of the Term receive a grant of stock of 500,000 shares and shall be eligible to receive an annual discretionary stock grant during the Term which shall be vested in equal increments of 1/3 rd 500,000 shares of the Company’s common stock, exercisable at a price of $ .75 per share. On March 16, 2021, Mr. Moyle assumed the role of interim Chief Financial Officer upon the resignation of Mr. Kelly. The terms of Mr. Moyle’s Agreement did not change. On May 12, 2021, the Company entered into a Cooperation and Release Agreement (the “Agreement”) with Richard S. Groberg and RSG Advisors, LLC. Under the terms of the Agreement, Mr. Groberg agreed to relinquish all common stock of the Company issued to or owned by him and waived any right to any future stock issuances except for 100,000 Board of Directors Services Agreements On September 15, 2020, the Company entered into a Board of Directors Services Agreement (the “Agreement”) with Messrs. Bloss, Dear and Balaouras (collectively, the “Directors”). Under the terms of the Agreement, each of the Directors shall provide services to the Company as a member of the Board of Directors for a period of not less than one year. Each of the Directors shall receive compensation as follows: (i) Fifteen Thousand and no/100 dollars ($ 15,000 .00), paid in four (4) equal installments on the last calendar day of each quarter, and (ii) Fifteen Thousand ( 15,000 ) shares of the Company’s common stock on the last calendar day of each quarter. The Agreement for each of the Directors is effective as of October 1, 2020. On March 26, 2021, the Company’s Board of Directors elected to revise the terms of the Board of Directors Services Agreement for each director. Section 2 (Compensation) was revised such that the directors’ cash compensation was revised to stock compensation in the following manner: $ 3,750 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 8 — Commitments and Contingencies (continued) Operating Leases The Company leases a two production / warehouse facility under a non-cancelable operating lease that expires in June 2027 and September 2029, respectively. As of June 30, 2021, the Company recorded operating lease liabilities of $ 2,061,740 and right of use assets for operating leases of $ 1,915,507 . During the six months ended June 30, 2021, operating cash outflows relating to operating lease liabilities was $ 69,301 . As of June 30, 2021, the Company’s operating leases had a weighted-average remaining term of 7.13 years. Future minimal rental and lease commitments under non-cancelable operating leases with terms in excess of one year as of June 30, 2021, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2021 (excluding the six months ended June 30, 2021) 175,320 2022 350,755 2023 350,986 2024 351,333 2025 351,911 Thereafter 799,084 Total minimum lease payments $ 2,379,389 Rent expense, incurred pursuant to operating leases for the six months ended June 30, 2021 and 2020, was $ 164,066 and $ 177,003 , respectively. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the liability includes probable and estimable legal cost associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company business. DGMD Complaint On March 19, 2021, a Complaint was filed against the Company, Jim Mueller, John Mueller, MachNV, LLC, Acres Cultivation, Paris Balaouras, Dimitri Deslis, ATG Holdings, LLC and Curaleaf, Inc. (collectively, the “Defendants”) by DGMD Real Estate Investments, LLC, ARMPRO, LLC, Zhang Springs LV, LLC, Prodigy Holdings, LLC and Green Organics, LLC (collectively, the “Plaintiffs”) in the District Court of Clark County, Nevada. In the Complaint, the Plaintiffs allege that the Defendants: (i) intended to fraudulently obtain money from the Plaintiffs in order to put that money towards the Acres dispensary and to make Acres look more appealing to potential buyers as well as pay off Defendants’ agents, and (ii) the Defendants acted together in order to find investors to invest money into the Acres and MJ Holdings “Investment Schemes”, and (iii) the Defendants intended to fraudulently obtain Plaintiffs’ money for the purpose of harming the Plaintiffs to benefit the Defendants, and (iv) the Defendants committed unlawful fraudulent misrepresentation in the furtherance of the agreement to defraud the Plaintiffs. The Plaintiffs allege that damages are in excess of $ 15,000 As the complaint pleads only the statutory minimum of damages, the Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit as to liability and otherwise deminimis as to damages. Thus, the Company does not expect this matter to have a material effect on the Company’s consolidated financial position or its results of operations. The Company will vigorously defend itself against this action and has filed an appropriate and timely answer to the Complaint including a lengthy and comprehensive series of affirmative defenses and liability and damage avoidances. Tierney Arbitration On March 9, 2021, Terrence Tierny, the Company’s former President and Secretary, filed for arbitration with the American Arbitration Association for: (i) breach of contract, (i) breach of the implied covenant of good faith and fair dealing, and (iii) NRS 608 wage claim. Mr. Tierney demanded payment in the amount of $ 501,085 On April 7, 2021, the Company made payment against the wage claim in the amount of $ 62,392 59,583 2,854 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 9 — Stockholders’ Equity (Deficit) General The Company is currently authorized to issue up to 95,000,000 5,000,000 0.001 Common Stock Of the 95,000,000 shares of Common Stock authorized by the Company’s Articles of Incorporation, 70,660,015 shares of Common Stock are issued and outstanding as of June 30, 2021. Each holder of Common Stock is entitled to one vote per share on all matters to be voted upon by the stockholders and are not entitled to cumulative voting for the election of directors. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor subject to the rights of preferred stockholders. The Company has not paid any dividends and does not intend to pay any cash dividends to the holders of Common Stock in the foreseeable future. The Company anticipates reinvesting its earnings, if any, for use in the development of its business. In the event of liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled, unless otherwise provided by law or the Company’s Articles of Incorporation, including any certificate of designations for a series of preferred stock, to share ratably in all assets remaining after payment of liabilities and the preferences of preferred stockholders. Holders of the Company’s Common Stock do not have preemptive, conversion, or other subscription rights. There are no redemptions or sinking fund provisions applicable to the Company’s Common Stock. Common Stock Issuances For the six months ended June 30, 2021 On March 8, 2021, the Company issued 526,216 shares of common stock with a fair market value of $ 410,448 100,000 principal and all accrued interest for a note payable to a related party as per the terms of the Debt Conversion and Stock Purchase Agreement dated January 14, 2021. On March 8, 2021, the Company issued 263,158 shares of common stock with a fair market value of $ 205,263 50,000 of common stock as per the terms of the Debt Conversion and Stock Purchase Agreement dated January 14, 2021. On March 29, 2021, the Company issued 225,000 shares of common stock with a fair market value of $ 135,000 On April 24, 2021, the Company issued 1,000,000 490,000 On June 4, 2021, the Company issued 32,000 13,514 Common Stock Issuable At June 30, 2021, the Company had 198,539 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 9 — Stockholders’ Equity (Deficit) (continued) At June 30, 2021 and December 31, 2020, there are 70,660,015 and 68,613,541 shares of Common Stock issued and outstanding, respectively. Preferred Stock The Board is authorized, without further approval from our stockholders, to create one or more series of preferred stock, and to designate the rights, privileges, preferences, restrictions, and limitations of any given series of preferred stock. Accordingly, the Board may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of Common Stock. The issuance of preferred stock could have the effect of restricting dividends payable to holders of our Common Stock, diluting the voting power of our Common Stock, impairing the liquidation rights of our Common Stock, or delaying or preventing a change in control of us, all without further action by our stockholders. Of the 5,000,000 0.001 2,500 Series A Convertible Preferred Stock Each share of Series A Preferred Stock is convertible, at the option of the holder, into that number of shares of Common Stock determined by dividing the stated value of each share of Series A Preferred Stock (currently, $ 1,000 0.75 4.99 A holder, upon notice to us, may increase or decrease this beneficial ownership limitation; provided, that, in no event can the holder increase the beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series A Preferred Stock then held by holder st MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 9 — Stockholders’ Equity (Deficit) (continued) Preferred Stock Issuances For the six months ended June 30, 2021 None At June 30, 2021 and December 31, 2020, there were 0 0 |
Basic and Diluted Earnings (Los
Basic and Diluted Earnings (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings (Loss) per Common Share | Note 10 — Basic and Diluted Earnings (Loss) per Common Share Basic earnings (loss) per share is computed by dividing the net income or net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated using the treasury stock method and reflects the potential dilution that could occur if warrants were exercised and were not anti-dilutive. For the three months ended June 30, 2021, basic and diluted loss per common share were the same since there were no potentially dilutive shares outstanding during the respective periods. The outstanding warrants and options as of June 30, 2021, to purchase 760,000 shares of 1,010,000 207,479 For the six months ended June 30, 2021, basic and diluted income per common share were based on 69,580,992 69,969,539 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 11 — Stock Based Compensation Warrants and Options A summary of the warrants and options issued, exercised and expired are below: Stock Options On September 15, 2020, the Company issued an option to purchase 500,000 0.75 three A summary of the options issued, exercised and expired are below: Summary of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Exercise Price Remaining Contractual Life in Years Balance at December 31, 2020 1,510,000 $ 0.75 2.33 Issued - - - Exercised - - - Expired - - - Balance at June 30, 2021 1,510,000 $ 0.75 2.20 Exercisable at June 30, 2021 760,000 $ 0.76 2.18 Options outstanding as of June 30, 2021 and December 31, 2020 were 1,510,000 1,510,000 Warrants In June of 2019, in conjunction with the Company’s offering under Rule 506 of Regulation D of the Securities Act (the “Offering”), the Company granted warrants to each participant in the Offering upon the following terms and conditions: (a) each participant has the right to acquire additional shares of the Company’s Common Stock equal to ten (10%) of the shares purchased in the offering (the “Warrants”); (b) one-half of the Warrants granted to each participant have an exercise price of $ 0.65 and the other one-half have an exercise price of $ 1.00 , and (c) the Warrants shall be exercisable between June 5, 2019 , the date of grant and June 4, 2021 the date of expiration of the Warrants. As of June 30, 2021, all warrants issued in the June 2019 offering had expired. On January 11, 2021, the Company issued an accredited investor a Common Stock Purchase Warrant Agreement in conjunction with the July 2020 Securities Purchase Agreement granting the holder the right to purchase up to 250,000 0.10 4 A summary of the warrants issued, exercised and expired are below: Summary of Warrants Issued, Exercised and Expired Warrants: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2020 1,233,000 $ 0.83 0.4 Issued 250,000 0.10 3.5 Exercised - - - Expired 1,233,000 0.83 - Balance at June 30, 2021 250,000 $ 0.10 3.5 Warrants outstanding as of June 30, 2021 and December 31, 2020 were 250,000 and 1,233,000 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions On February 20, 2020, the Company’s subsidiary, Alternative Hospitality, Inc. (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 110,405 that matures on February 19, 2021 . The Note shall bear interest at a rate of 9 % per annum with interest-only payments in the amount of $ 825 due on or before the twentieth day of each month commencing on April 20, 2020. The Borrower was required to make an interest and principal reduction payment in the amount of $ 1,233 on or before March 20, 2020. The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which is owned by the Borrower . The Note was paid in full on March 31, 2021. On March 31, 2020, the Company’s subsidiary, Condo Highrise Management, LLC (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 90,000 that matures on March 30, 2021 . The Note shall bear interest at a rate of 9 % per annum with interest-only payments in the amount of $ 675 due on or before the first day of each month commencing on May 1, 2020. The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020 which is owned by the Borrower. The transaction closed on April 3, 2020 . The Note was paid in full on March 31, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events On July 14, 2021, the Company issued 29,495 12,093 On July 14, 2021, the Company issued 43,245 17,730 On July 14, 2021, the Company issued 43,245 17,730 On July 21, 2021, the Company issued 62,333 25,089 On July 21, 2021, the Company issued 30,000 12,075 On July 21, 2021, the Company issued 120,000 48,300 On July 21, 2021, the Company issued 60,000 24,150 On July 21, 2021, the Company issued 30,000 12,075 On July 27, 2021, the Red Earth, LLC, a wholly owned subsidiary of the Company (the “Subsidiary”), entered into a Stipulation and Order for Settlement of Disciplinary Action (the “Stipulation Order”) with the CCB. Under the terms of the Stipulation Order, the Subsidiary has agreed to present to the CCB, by not later than August 31, 2021, a plan pursuant to which the ownership of the Subsidiary will be returned to the original owners. The Parties to the Stipulation Order resolved the matter without the necessity of taking formal action. The Subsidiary agreed to pay a civil penalty of $ 10,000 On July 30, 2021, the Company returned 300,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Red Earth, LLC, HDGLV, LLC, Icon Management, LLC, Alternative Hospitality, Inc., Condo Highrise Management, LLC and Prescott Management, LLC. Inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of stock-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Cash | Cash Cash includes cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. The Company, at various times throughout the year, had cash in financial institutions in excess of Federally insured limits. At June 30, 2021, the Company had $ 5,755,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021 and December 31, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) Level 1: Level 2 Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. The FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. As of June 30, 2021 and December 31, 2020, the Company’s investment in marketable securities – available for sale was determined to be a level 1 investment. Schedule of Investment in Marketable Securities June 30, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 On February 17, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with ATG Holdings, LLC (the “ATG”). Under the terms of the Agreement, the Company purchased 1,500,000,000 $200,000 During the six months ended June 30, 2021, the Company liquidated its marketable securities that it received in the Stock Exchange Agreement with HCMC dated August 13, 2018 and the shares of HCMC that it received under the Agreement with ATG. The net proceeds received by the Company for the sale of the marketable securities were $9,857,429 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. Schedule of Accounts Receivable and Allowance for Doubtful Accounts June 30, December 31, Accounts receivable $ 57,772 $ 23,675 Less allowance (39,518 ) (12,000 ) Net accounts receivable $ 18,254 $ 11,675 |
Debt Issuance Costs | Debt Issuance Costs Costs associated with obtaining, closing, and modifying loans and/or debt instruments are netted against the carrying amount of the debt instrument, and charged to interest expense over the term of the loan. |
Inventory | Inventory Inventories consist of finished goods as of June 30, 2021 and December 31, 2020. Inventories are valued at the lower of cost or net realizable value. The Company determines cost on the basis of the first in first out method. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. The Company has performed a valuation and has established a reserve against its finished goods inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of operations. Construction in progress primarily represents the construction or the renovation costs stated at cost less any accumulated impairment loss, which is not depreciated. Costs incurred are capitalized and transferred to property and equipment upon completion, at which time depreciation commences. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) Property and equipment are depreciated over their estimated useful lives as follows: Schedule of Property and Equipment Estimated Useful Lives Buildings 12 Land Not depreciated Leasehold Improvements Lessor of lease term or 5 years Machinery and Equipment 5 Furniture and Fixtures 5 |
Long–lived Assets | Long–lived Assets Long-lived assets, including real estate property and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. The Company recorded an impairment of its long-lived assets in the amount of $ 9,173 and $ 18,345 for the six months ended June 30, 2021 and year ended December 31, 2020, respectively. |
Other Current Liabilities | Other Current Liabilities The Company’s other current liabilities consisted of amounts due under the management agreement and performance guarantee with Acres Cultivation, LLC. As of June 30, 2021 and December 31, 2020, other current liabilities were $ - 1,328,438 |
Non- Controlling Interest | Non- Controlling Interest The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, Alternative Hospitality, Inc. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in Alternative Hospitality, Inc. is 51 49 |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) The majority of the Company’s revenue was derived under the agreements, Consulting Agreement and Equipment Lease Agreement, entered into with Acres Cultivation, LLC. Revenue derived from consulting services fees are recognized over the term of the arrangement as services are provided. Revenue is presented net of discounts, fees and other related taxes. Revenue derived from equipment leases is recognized when the lease agreement is entered into and control of the equipment has passed to the customer. The Company’s remaining revenue is derived from its rental property in Nye County, Nevada. Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the leased space is available for use by the lessee. Schedule of Rental Revenue Recognition 2021 2020 For the six months ended June 30, 2021 2020 Revenues: Rental income (i) $ 40,169 $ 57,963 Management income (ii) 341,398 328,313 Equipment lease income (ii) 134,814 136,796 Total $ 516,381 $ 523,072 (i) The rental income is from the Company’s THC Park. (ii) In April 2018, the Company entered into a management agreement with Acres Cultivation, LLC, a Nevada limited liability company (the “Licensed Operator”) that holds a license for the legal cultivation of marijuana for sale under the laws of the State of Nevada. In January of 2019, the Company entered into a revised agreement, which replaced the April 2018 agreement, with the Licensed Operator in order to be more stringently aligned with Nevada marijuana laws. The material terms of the agreement remain unchanged. The Licensed Operator is contractually obligated to pay over to the Company eighty-five ( 85 April 2026 |
Contract Balances | Contract Balances The Company receives payments for new Cultivation and Sales Agreements (the “Agreements”) upon signing and defers revenue recognition for these payments until certain milestones are met as per the terms of the Agreements. These payments represent contract liabilities and are recorded as such on the balance sheet. As of June 30, 2021 and December 31, 2020, the Company had $ 1,270,000 0 |
Stock-Based Compensation | Stock-Based Compensation The Company’s share-based payment awards principally consist of grants of common stock. In accordance with the applicable accounting guidance, stock-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost based on the grant date fair value and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. The fair value of liability-classified awards is at each reporting date through the settlement date. Change in fair value during the requisite service period will be remeasured as compensation cost over that period. The Company utilizes its historical stock price to determine the volatility of any stock-based compensation. The expected dividend yield is 0 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a term equal to the expected term of the stock-based award. For stock-based financial instruments issued to parties other than employees, the Company uses the contractual term of the financial instruments as the expected term of the stock-based financial instruments. The assumptions used in calculating the fair value of stock-based financial instruments represent its best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and it uses different assumptions, its stock-based compensation expense could be materially different in the future. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) |
Operating Leases | Operating Leases The Company adopted ASC Topic 842, Leases, on January 1, 2019. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Stock Based Compensation: Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share Based Payment Accounting. The amendments in this Update expand the scope of stock compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in this Update does not apply to transactions involving equity instruments granted to a lender or investor that provides financing to the issuer. The guidance is effective for fiscal years beginning after December 31, 2018 including interim periods within the fiscal year. The Company adopted with an effective date of January 1, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Investment in Marketable Securities | As of June 30, 2021 and December 31, 2020, the Company’s investment in marketable securities – available for sale was determined to be a level 1 investment. Schedule of Investment in Marketable Securities June 30, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 |
Schedule of Accounts Receivable and Allowance for Doubtful Accounts | Schedule of Accounts Receivable and Allowance for Doubtful Accounts June 30, December 31, Accounts receivable $ 57,772 $ 23,675 Less allowance (39,518 ) (12,000 ) Net accounts receivable $ 18,254 $ 11,675 |
Schedule of Property and Equipment Estimated Useful Lives | Property and equipment are depreciated over their estimated useful lives as follows: Schedule of Property and Equipment Estimated Useful Lives Buildings 12 Land Not depreciated Leasehold Improvements Lessor of lease term or 5 years Machinery and Equipment 5 Furniture and Fixtures 5 |
Schedule of Rental Revenue Recognition | Schedule of Rental Revenue Recognition 2021 2020 For the six months ended June 30, 2021 2020 Revenues: Rental income (i) $ 40,169 $ 57,963 Management income (ii) 341,398 328,313 Equipment lease income (ii) 134,814 136,796 Total $ 516,381 $ 523,072 (i) The rental income is from the Company’s THC Park. (ii) In April 2018, the Company entered into a management agreement with Acres Cultivation, LLC, a Nevada limited liability company (the “Licensed Operator”) that holds a license for the legal cultivation of marijuana for sale under the laws of the State of Nevada. In January of 2019, the Company entered into a revised agreement, which replaced the April 2018 agreement, with the Licensed Operator in order to be more stringently aligned with Nevada marijuana laws. The material terms of the agreement remain unchanged. The Licensed Operator is contractually obligated to pay over to the Company eighty-five ( 85 April 2026 |
Note Receivable (Tables)
Note Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Note Receivable | Note receivable at June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Note Receivable June 30, 2021 December 31, 2020 Note receivable- GeneRx (i) 500,000 - Total $ 500,000 $ - i. On March 12, 2021, the Company (the “Holder”) was issued a Convertible Promissory Note (the “Note”) by GeneRx (the “Borrower”), a Delaware corporation, in the amount of $ 300,000 . The Note has a term of one year (March 12, 2022 Maturity Date) and accrues interest at two percent ( 2% ) per annum. The Note is convertible, at the option of the Holder, into shares of common stock of the Borrower at a fixed conversion price of $ 1.00 per share. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty ( 20 ) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20% ) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid (the “Default Interest”). The Company funded $ 300,000 on March 15, 2021, $ 150,000 on April 2, 2021 and $ 50,000 on April 7, 2021. ii. The convertible note receivable is considered available for sale debt securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition, fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted into interest income over the respective term as shown within the Company’s Condensed Consolidated Statements of Operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at June 30, 2021 and December 31, 2020 consisted of the following: Schedule of Property and Equipment June 30, December 31, Leasehold Improvements $ 323,281 $ 323,281 Machinery and Equipment 1,177,280 1,087,679 Building and Land 1,650,000 3,150,000 Furniture and Fixtures 578,843 543,366 Total property and equipment 3,729,404 5,104,326 Less: Accumulated depreciation (1,010,268 ) (948,651 ) Property and equipment, net $ 2,719,136 $ 4,155,675 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable as of June 30, 2021 and December 31, 2020 consist of the following: Schedule of Notes Payable June 30, December 31, Note payable bearing interest at 6.50% October 31, 2023 1,100,000 $ - $ 1,022,567 Note payable bearing interest at 5.0% January 31, 2022 750,000 750,000 750,000 Note payable bearing interest at 9.0% January 16, 2020 150,000 - 100,000 Note payable bearing interest at 6.5% March 31, 2022 250,000 129,026 234,431 Notes payable, related party, bearing interest at 9.0% February 20, 2021 110,405 - 110,405 Notes payable, related party, bearing interest at 9.0% March 30, 2021 90,000 - 90,000 Total notes payable $ 879,026 $ 2,307,403 Less: current portion (770,135 ) (1,485,678 ) Long-term notes payable $ 108,891 $ 921,725 (i) On September 21, 2018, the Company, through its wholly-owned subsidiary Prescott Management, LLC, entered into a contract to purchase an approximately 10,000 1,500,000 1,100,000 30 years 6.5% 6,952 beginning on November 1, 2018, and continuing on the same day of each month thereafter until October 31, 2019. 50,000 6,559 beginning on November 1, 2019 and continuing until October 31, 2023 986,438 1,627,500 (ii) On January 17, 2019, the Company executed a promissory note for $ 750,000 5.0% 3,125 beginning February 1, 2019 until January 31, 2022 750,000 0 (iii) On January 17, 2019, the Company executed a short-term promissory note for $ 150,000 9.0 January 16, 2020 50,000 (iv) On April 1, 2019, the Company executed a promissory note for $ 250,000 6.5% 2,178 beginning May 1, 2019 until March 31, 2020 50,000 the payments shall be re-amortized (15-year amortization). 50,000 129,026 1,318 (v) On February 20, 2020, the Company’s subsidiary, Alternative Hospitality, Inc. (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 110,405 74,000 36,405 9% 825 1,233 The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which was owned by the Borrower. As of June 30, 2021, the note was paid in full (vi) On March 31, 2020, the Company’s subsidiary, Condo Highrise Management, LLC (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 90,000 The Note shall bear interest at a rate of 9% 675 The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020, which was owned by the Borrower. |
Schedule of Minimum Loan Payments | Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2021 (excluding the six months ended June 30, 2021) 13,615 2022 865,411 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 879,026 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental and Lease Commitments | Future minimal rental and lease commitments under non-cancelable operating leases with terms in excess of one year as of June 30, 2021, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2021 (excluding the six months ended June 30, 2021) 175,320 2022 350,755 2023 350,986 2024 351,333 2025 351,911 Thereafter 799,084 Total minimum lease payments $ 2,379,389 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Options Issued, Exercised and Expired | A summary of the options issued, exercised and expired are below: Summary of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Exercise Price Remaining Contractual Life in Years Balance at December 31, 2020 1,510,000 $ 0.75 2.33 Issued - - - Exercised - - - Expired - - - Balance at June 30, 2021 1,510,000 $ 0.75 2.20 Exercisable at June 30, 2021 760,000 $ 0.76 2.18 |
Summary of Warrants Issued, Exercised and Expired | A summary of the warrants issued, exercised and expired are below: Summary of Warrants Issued, Exercised and Expired Warrants: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2020 1,233,000 $ 0.83 0.4 Issued 250,000 0.10 3.5 Exercised - - - Expired 1,233,000 0.83 - Balance at June 30, 2021 250,000 $ 0.10 3.5 |
Nature of the Business (Details
Nature of the Business (Details Narrative) - USD ($) | Jul. 29, 2021 | Dec. 15, 2017 | Jan. 10, 2017 | Jun. 30, 2021 | Dec. 31, 2020 |
Entity Listings [Line Items] | |||||
Promissory note | $ 879,026 | $ 2,307,403 | |||
Subsequent Event [Member] | |||||
Entity Listings [Line Items] | |||||
civil penalty amount | $ 10,000 | ||||
Red Earth LLC [Member] | |||||
Entity Listings [Line Items] | |||||
Percentage of controlling interest | 88.00% | ||||
MJ Real Estate Partners, LLC (MJRE) [Member] | |||||
Entity Listings [Line Items] | |||||
Number of common stocks, exchanged during period | 1,800,000 | ||||
Red Earth LLC [Member] | |||||
Entity Listings [Line Items] | |||||
Number of common stocks, exchanged during period | 52,732,969 | ||||
Promissory note | $ 900,000 |
Schedule of Investment in Marke
Schedule of Investment in Marketable Securities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Marketable securities | $ 150,000 | |
Total | $ 150,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 57,772 | $ 23,675 |
Less: allowance | (39,518) | (12,000) |
Net accounts receivable | $ 18,254 | $ 11,675 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 12 years |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives, description | Not depreciated |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives, description | Lessor of lease term or 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Schedule of Rental Revenue Reco
Schedule of Rental Revenue Recognition (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Accounting Policies [Abstract] | |||
Rental income (i) | [1] | $ 40,169 | $ 57,963 |
Management income (ii) | [2] | 341,398 | 328,313 |
Equipment lease income (ii) | [2] | 134,814 | 136,796 |
Total | $ 516,381 | $ 523,072 | |
[1] | The rental income is from the Company’s THC Park. | ||
[2] | In April 2018, the Company entered into a management agreement with Acres Cultivation, LLC, a Nevada limited liability company (the “Licensed Operator”) that holds a license for the legal cultivation of marijuana for sale under the laws of the State of Nevada. In January of 2019, the Company entered into a revised agreement, which replaced the April 2018 agreement, with the Licensed Operator in order to be more stringently aligned with Nevada marijuana laws. The material terms of the agreement remain unchanged. The Licensed Operator is contractually obligated to pay over to the Company eighty-five ( 85 April 2026 |
Schedule of Rental Revenue Re_2
Schedule of Rental Revenue Recognition (Details) (Parenthetical) - Management Agreement [Member] - Common Stock To Be Issued [Member] | 1 Months Ended |
Apr. 30, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Percentage of gross revenue payable | 85.00% |
Agreement expiration date | 2026-04 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 17, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Entity Listings [Line Items] | ||||
Excess federally insured amount | $ 5,755,000 | |||
Proceeds from sale of marketable securities | 10,207,429 | |||
Impairment of long-lived assets | 9,173 | $ 18,345 | ||
Other Liabilities, Current | $ 1,328,438 | 1,328,438 | ||
Contract liabilities | $ 1,270,000 | $ 0 | ||
Expected dividend yield | 0.00% | |||
Stockholder [Member]. | ||||
Entity Listings [Line Items] | ||||
Non-controlling interest percentage | 49.00% | |||
Alternative Hospitality, Inc [Member] | ||||
Entity Listings [Line Items] | ||||
Equity interest | 51.00% | |||
Stock Purchase Agreement | ATG Holdings, LLC [Member] | ||||
Entity Listings [Line Items] | ||||
Number of common stock shares purchased | 1,500,000,000 | |||
Purchase price of shares purchased | $ 200,000 | |||
Proceeds from sale of marketable securities | $ 9,857,429 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 13,598,949 | $ 20,002,960 | |
Cash flows from operations | $ 3,849,327 | $ 38,904 |
Schedule of Note Receivable (De
Schedule of Note Receivable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Total | $ 500,000 | ||
Note Receivable- GeneRx [Member] | |||
Schedule of Capitalization, Long-term Debt [Line Items] | |||
Total | [1] | $ 500,000 | |
[1] | On March 12, 2021, the Company (the “Holder”) was issued a Convertible Promissory Note (the “Note”) by GeneRx (the “Borrower”), a Delaware corporation, in the amount of $ 300,000 . The Note has a term of one year (March 12, 2022 Maturity Date) and accrues interest at two percent ( 2% ) per annum. The Note is convertible, at the option of the Holder, into shares of common stock of the Borrower at a fixed conversion price of $ 1.00 per share. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty ( 20 ) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20% ) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid (the “Default Interest”). The Company funded $ 300,000 on March 15, 2021, $ 150,000 on April 2, 2021 and $ 50,000 on April 7, 2021. |
Schedule of Note Receivable (_2
Schedule of Note Receivable (Details) (Parenthetical) | Apr. 07, 2021USD ($) | Apr. 02, 2021USD ($) | Mar. 15, 2021USD ($) | Mar. 12, 2021USD ($)Integer$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||
Proceeds from Notes Payable | $ 50,000 | $ 150,000 | $ 300,000 | $ 300,000 | ||
Convertible Debt [Member] | GeneRx [Member] | ||||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Debt Instrument, Term | 1 year | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||
Debt Conversion, Description | The Note is convertible, at the option of the Holder, into shares of common stock of the Borrower at a fixed conversion price of $ | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||
Debt, Weighted Average Interest Rate | 80.00% | |||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 20 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 20.00% |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,729,404 | $ 5,104,326 |
Less: Accumulated depreciation | (1,010,268) | (948,651) |
Property and equipment, net | 2,719,136 | 4,155,675 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 323,281 | 323,281 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,177,280 | 1,087,679 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,650,000 | 3,150,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 578,843 | $ 543,366 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Depreciation | $ 96,787 | $ 111,743 | $ 194,257 | $ 223,489 |
Property, Plant and Equipment [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Depreciation | $ 194,255 | $ 223,489 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Jul. 29, 2021 | Feb. 28, 2017 | Oct. 31, 2016 |
Subsequent Event [Member] | |||
Entity Listings [Line Items] | |||
Civil penalty amount | $ 10,000 | ||
Provisional Grow License [Member] | Investor [Member] | |||
Entity Listings [Line Items] | |||
Payment for business acquisition | $ 350,000 | ||
Red Earth LLC [Member] | Provisional Grow License [Member] | Asset Purchase and Sale Agreement [Member] | |||
Entity Listings [Line Items] | |||
Agreement amount received from seller | $ 300,000 | ||
Payment for deposit | $ 25,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Total notes payable | $ 879,026 | $ 2,307,403 | |
Less: current portion | (770,135) | (1,485,678) | |
Long-term notes payable | 108,891 | 921,725 | |
Note Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [1] | 1,022,567 | |
Note Payable Two [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [2] | 750,000 | 750,000 |
Note Payable Three [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [3] | 100,000 | |
Note Payable Four [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [4] | 129,026 | 234,431 |
Note Payable Five [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [5] | 110,405 | |
Note Payable Six [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable | [6] | $ 90,000 | |
[1] | On September 21, 2018, the Company, through its wholly-owned subsidiary Prescott Management, LLC, entered into a contract to purchase an approximately 10,000 1,500,000 1,100,000 30 years 6.5% 6,952 beginning on November 1, 2018, and continuing on the same day of each month thereafter until October 31, 2019. 50,000 6,559 beginning on November 1, 2019 and continuing until October 31, 2023 986,438 1,627,500 | ||
[2] | On January 17, 2019, the Company executed a promissory note for $ 750,000 5.0% 3,125 beginning February 1, 2019 until January 31, 2022 750,000 0 | ||
[3] | On January 17, 2019, the Company executed a short-term promissory note for $ 150,000 9.0 January 16, 2020 50,000 | ||
[4] | On April 1, 2019, the Company executed a promissory note for $ 250,000 6.5% 2,178 beginning May 1, 2019 until March 31, 2020 50,000 the payments shall be re-amortized (15-year amortization). 50,000 129,026 1,318 | ||
[5] | On February 20, 2020, the Company’s subsidiary, Alternative Hospitality, Inc. (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 110,405 74,000 36,405 9% 825 1,233 The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which was owned by the Borrower. As of June 30, 2021, the note was paid in full | ||
[6] | On March 31, 2020, the Company’s subsidiary, Condo Highrise Management, LLC (the “Borrower”), issued a Short-Term Promissory Note (the “Note”) to Pyrros One, LLC (the “Holder”), an entity controlled by a relative of a director of the Company, in the amount of $ 90,000 The Note shall bear interest at a rate of 9% 675 The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020, which was owned by the Borrower. |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Jan. 12, 2021USD ($) | Apr. 03, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 20, 2020USD ($) | Apr. 02, 2019USD ($) | Jan. 17, 2019USD ($) | Nov. 02, 2018USD ($) | Sep. 21, 2018USD ($)ft² | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||||
Sale of commercial building | $ 1,627,500 | |||||||||
Prescott Management LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 6.50% | |||||||||
Seller financing | $ 1,100,000 | |||||||||
Amortizing period | 30 years | |||||||||
Debt instrument monthly installments | $ 6,952 | |||||||||
Debt instrument maturity date, description | beginning on November 1, 2018, and continuing on the same day of each month thereafter until October 31, 2019. | |||||||||
Sale of commercial building | $ 1,627,500 | |||||||||
Prescott Management LLC [Member] | One-Year Anniversary [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument monthly installments | $ 50,000 | |||||||||
Prescott Management LLC [Member] | New Scheduled Payment [Member] | Beginning on November 1, 2019 and Continuing Until October 31, 2023 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument principal value | 986,438 | |||||||||
Debt instrument monthly installments | $ 6,559 | |||||||||
Debt instrument maturity date, description | beginning on November 1, 2019 and continuing until October 31, 2023 | |||||||||
Prescott Management LLC [Member] | Office Building [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Area of land | ft² | 10,000 | |||||||||
Seller financing | $ 1,500,000 | |||||||||
Note Payable One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 6.50% | |||||||||
Debt instrument maturity date | Oct. 31, 2023 | |||||||||
Debt instrument principal value | $ 1,100,000 | |||||||||
Promissory Note [Member] | John T. Jacobs and Teresa D. Jacobs [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 6.50% | |||||||||
Debt instrument maturity date | Mar. 31, 2022 | |||||||||
Debt instrument principal value | $ 250,000 | 129,026 | ||||||||
Debt instrument monthly installments | $ 2,178 | |||||||||
Debt instrument maturity date, description | beginning May 1, 2019 until March 31, 2020 | |||||||||
Interest payable | 1,318 | |||||||||
Promissory Note [Member] | John T. Jacobs and Teresa D. Jacobs [Member] | Second Payment [Member] | March 31, 2021 [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt instrument principal payment reduction | $ 50,000 | |||||||||
Debt instrument, interest rate terms | the payments shall be re-amortized (15-year amortization). | |||||||||
Promissory Note [Member] | FR Holdings, LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 5.00% | |||||||||
Debt instrument maturity date | Jan. 31, 2022 | |||||||||
Debt instrument principal value | $ 750,000 | 750,000 | ||||||||
Debt instrument monthly installments | $ 3,125 | |||||||||
Debt instrument maturity date, description | beginning February 1, 2019 until January 31, 2022 | |||||||||
Interest payable | $ 0 | |||||||||
Short-term Promissory Note [Member] | Alternative Hospitality, Inc [Member] | Pyrros One, LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument principal value | $ 110,405 | |||||||||
Debt intrument payment expenses | 36,405 | |||||||||
Debt instrument interest payment | 825 | |||||||||
Debt instrument interest and principal reduction payment | $ 1,233 | |||||||||
Notes payable, description | The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which was owned by the Borrower. As of June 30, 2021, the note was paid in full | |||||||||
Short-term Promissory Note [Member] | Condo Highrise Management, LLC [Member] | Pyrros One, LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument principal value | $ 90,000 | |||||||||
Debt instrument, interest rate terms | The Note shall bear interest at a rate of 9% per annum with interest-only payments in the amount of $675 due on or before the first day of each month commencing on May 1, 2020. | |||||||||
Debt instrument interest payment | $ 675 | |||||||||
Notes payable, description | The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020, which was owned by the Borrower. | |||||||||
Short-term Promissory Note [Member] | Let's Roll Holdings, LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument maturity date | Jan. 16, 2020 | |||||||||
Debt instrument principal value | $ 150,000 | |||||||||
Debt instrument monthly installments | $ 50,000 | |||||||||
Short-term Promissory Note [Member] | Let's Roll Holdings, LLC [Member] | Chief Cultivation Officer and Director [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument maturity date | Jan. 16, 2020 | |||||||||
Debt instrument principal value | $ 150,000 | |||||||||
Note Payable Five [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument maturity date | Feb. 20, 2021 | |||||||||
Debt instrument principal value | $ 110,405 | |||||||||
Debt instrument principal payment reduction | $ 74,000 | |||||||||
Note Payable Six [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt interest rate | 9.00% | |||||||||
Debt instrument maturity date | Mar. 30, 2021 | |||||||||
Debt instrument principal value | $ 90,000 |
Schedule of Minimum Loan Paymen
Schedule of Minimum Loan Payments (Details) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the six months ended June 30, 2021) | $ 13,615 |
2022 | 865,411 |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total minimum loan payments | $ 879,026 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental and Lease Commitments (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (excluding the six months ended June 30, 2021) | $ 175,320 |
2022 | 350,755 |
2023 | 350,986 |
2024 | 351,333 |
2025 | 351,911 |
Thereafter | 799,084 |
Total minimum lease payments | $ 2,379,389 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | May 12, 2021 | Apr. 07, 2021 | Mar. 09, 2021 | Oct. 01, 2020 | Sep. 15, 2020 | Sep. 01, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 26, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock awarded options to purchase | |||||||||||
Stock option exercisable price | $ 0.76 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||
Operating Lease, Liability | $ 2,061,740 | ||||||||||
Operating Lease, Right-of-Use Asset | 1,915,507 | $ 1,979,181 | |||||||||
Operating Lease, Payments | $ 69,301 | ||||||||||
Lessee, Operating Lease, Remaining Lease Term | 7 years 1 month 17 days | ||||||||||
Operating Leases, Rent Expense | $ 164,066 | $ 177,003 | |||||||||
Excess alleged damages | $ 15,000 | ||||||||||
Bernard Moyle [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock awarded options to purchase | 500,000 | ||||||||||
Former Secretary and President [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Consideration of past compensation | $ 501,085 | ||||||||||
Payment made for wage claim | $ 62,392 | ||||||||||
Former Secretary and President [Member] | Wages [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payment made for wage claim | 59,583 | ||||||||||
Former Secretary and President [Member] | Accrued Vacation [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payment made for wage claim | $ 2,854 | ||||||||||
Employment Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Employment agreement description | On October 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Jim Kelly. The Agreement became effective as of October 1, 2020. Under the terms of the Kelly Agreement, the Employee shall serve as the Company’s Interim Chief Financial Officer for a term of (i) the sooner of six (6) months, or (ii) the completion of all regulatory filings, including but not limited to the Company’s 2019 Annual Report on Form 10-K, the March 31, 2020 Quarterly Report on Form 10-Q, the June 30, 2020 Quarterly Report on Form 10-Q, the September 30, 2020 Quarterly Report on Form 10-Q and all required Current Reports on Form 8-K, with the Securities and Exchange Commission (“SEC”) to bring the Company current with the SEC. The Employee shall receive a base salary of $24,000 annually, shall be eligible to receive an annual discretionary bonus during the Term, based on performance criteria determined by the C-Suite of the Company in its sole discretion, in an amount equal to up to 400% of the Employee’s base salary for the then current fiscal year, and at commencement of the Term the Employee shall receive a grant of stock of 500,000 restricted shares of the Company’s common stock. On March 16, 2021, Mr. Kelly resigned in his position as Interim Chief Financial Officer | On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Paris Balaouras (the “Employee”). Under the terms of the Agreement, the Employee shall serve as the Company’s Chief Cultivation Officer for a term of three (3) years (the “Term”) commencing on September 15, 2020. | |||||||||
Annual base compensation | $ 24,000 | $ 105,000 | |||||||||
Annual discretionary bonus percentage | 400.00% | 100.00% | |||||||||
Stock awarded options to purchase | 500,000 | 500,000 | |||||||||
Stock reserved for future issuance | 667,000 | ||||||||||
Consideration of past compensation | $ 224,000 | ||||||||||
Stock option exercisable price | $ 0.75 | ||||||||||
Employment Agreement [Member] | Bernard Moyle [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Employment agreement description | On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Bernard Moyle. Under the terms of the Agreement, the Employee shall serve as the Company’s Secretary/Treasurer for a term of three ( | ||||||||||
Annual base compensation | $ 60,000 | ||||||||||
Annual discretionary bonus percentage | 200.00% | ||||||||||
Stock awarded options to purchase | 500,000 | ||||||||||
Stock reserved for future issuance | 500,000 | ||||||||||
Stock option exercisable price | $ 0.75 | ||||||||||
Employment Agreement [Member] | Chief Financial Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Term of employment agreement | 6 months | ||||||||||
Employment Agreement [Member] | Chief Cultivation Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Employment agreement description | On September 1, 2020, the Company entered into an Employment Agreement (the “Agreement”) with Roger Bloss. Under the terms of the Agreement, the Employee shall serve as the Company’s Interim Chief Executive Officer for a term of six (6) months and the Chief Executive Officer and for an additional two (2) years and six (6) months as the Chief Executive Officer for a total of three (3) years (the “Term”) commencing on September 15, 2020. | ||||||||||
Term of employment agreement | 3 years | ||||||||||
Annual base compensation | $ 105,000 | ||||||||||
Annual discretionary bonus percentage | 100.00% | ||||||||||
Stock awarded options to purchase | 500,000 | ||||||||||
Stock option exercisable price | $ 0.75 | ||||||||||
Employment Agreement [Member] | Secretary/Treasurer [Member] | Bernard Moyle [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Term of employment agreement | 3 years | ||||||||||
Cooperation And Release Agreement [Member] | Mr Groberg [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Shares retained | 100,000 | ||||||||||
Board of Directors Services Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Dividend | $ 3,750 | ||||||||||
Board of Directors Services Agreement [Member] | Directors [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 15,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 15,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Jun. 04, 2021 | Apr. 24, 2021 | Mar. 29, 2021 | Mar. 08, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 95,000,000 | 95,000,000 | 95,000,000 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Common Stock, Shares, Outstanding | 70,660,015 | 68,613,541 | |||||
Stock issued during period value | $ 50,000 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 7,841 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Series A convertible preferred stock | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 2,500 | 2,500 | |||||
Preferred stock, par value | $ 1,000 | $ 1,000 | |||||
Conversion price | $ 0.75 | ||||||
Ownership percentage | 4.99% | ||||||
Description of principal activities | A holder, upon notice to us, may increase or decrease this beneficial ownership limitation; provided, that, in no event can the holder increase the beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series A Preferred Stock then held by holder | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 263,158 | ||||||
Stock issued during period value | $ 263 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | |||||||
Common Stock [Member] | Blue Sky Companies LLC and Let's Roll Nevada LLC [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 1,000,000 | ||||||
Stock issued during period value | $ 490,000 | ||||||
Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Related Party [Member] | Debt Conversion and Stock Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 526,216 | ||||||
Debt conversion converted amount | $ 410,448 | ||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||
Related Party [Member] | Debt Conversion and Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 263,158 | ||||||
Debt conversion converted amount | $ 205,263 | ||||||
Related Party [Member] | Debt Conversion and Stocks Purchase Agreement [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt conversion converted amount | $ 50,000 | ||||||
Consultant [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 225,000 | ||||||
Stock issued during period value | $ 135,000 | ||||||
Former Chief Financial Officer [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Compensation for services shares | 32,000 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 13,514 | ||||||
Board of Directors Chairman [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 198,539 |
Basic and Diluted Earnings (L_2
Basic and Diluted Earnings (Loss) per Common Share (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 760,000 | |||
Common stock per shares diluted | $ 1,010,000 | |||
Anti diluted share | 207,479 | |||
Weighted average number of shares outstanding, basic | 70,632,612 | 65,754,724 | 69,580,992 | 65,662,894 |
Weighted Average Number of Shares Outstanding, Diluted | 70,632,612 | 65,754,724 | 69,969,539 | 65,662,894 |
Summary of Options Issued, Exer
Summary of Options Issued, Exercised and Expired (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options, Beginning Balance | shares | 1,510,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.75 |
Remaining Contractual Life in Years, Beginning Balance | 2 years 3 months 29 days |
Options, Issued | shares | |
Weighted Average Exercise Price, Issued | $ / shares | |
Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Options, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Options, Ending Balance | shares | 1,510,000 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.75 |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm3] | 2 years 2 months 12 days |
Options, Exercisable, Ending Balance | shares | 760,000 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 0.76 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 2 months 4 days |
Summary of Warrants Issued, Exe
Summary of Warrants Issued, Exercised and Expired (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Warrants Shares, Beginning Balance | shares | 1,233,000 |
Weighted Avg. Exercise Price Warrant, Beginning Balance | $ / shares | $ 0.83 |
Remaining Contractual Life in Years, Beginning Balance | 4 months 24 days |
Warrants Shares, Issued | shares | 250,000 |
Weighted Avg. Exercise Price Warrant, Issued | $ / shares | $ 0.10 |
Remaining Contractual Life in Years, Issued | 3 years 6 months |
Warrants Shares, Exercised | shares | |
Weighted Avg. Exercise Price Warrant, Exercised | $ / shares | |
Warrants Shares, Expired | shares | 1,233,000 |
Weighted Avg. Exercise Price Warrant, Expired | $ / shares | $ 0.83 |
Warrants Shares, Ending Balance | shares | 250,000 |
Weighted Avg. Exercise Price Warrant, Ending Balance | $ / shares | $ 0.10 |
Remaining Contractual Life in Years, Ending Balance | 3 years 6 months |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - $ / shares | Sep. 15, 2020 | Jun. 30, 2019 | Jun. 30, 2021 | Jan. 11, 2021 | Dec. 31, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Number of option granted, shares | |||||
Option exercise price per | |||||
Options outstanding | 1,510,000 | 1,510,000 | |||
Class of Warrant or Right, Outstanding | 250,000 | 1,233,000 | |||
Common Stock Purchase Warrant Agreement [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Warrants exercise price | $ 0.10 | ||||
Warrant to purchase common stock | 250,000 | ||||
Warrant term | 4 years | ||||
Warrant One [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Warrants exercise price | $ 0.65 | ||||
Warrant Two [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Warrants exercise price | $ 1 | ||||
Warrants [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Warrant or Right, Reason for Issuance, Description | (a) each participant has the right to acquire additional shares of the Company’s Common Stock equal to ten (10%) of the shares purchased in the offering (the “Warrants”); (b) one-half of the Warrants granted to each participant have an exercise price of $ | ||||
Warrant [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jun. 5, 2019 | ||||
Warrants and Rights Outstanding, Maturity Date | Jun. 4, 2021 | ||||
Paris Balaouras [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Number of option granted, shares | 500,000 | ||||
Option exercise price per | $ 0.75 | ||||
Options term | three | ||||
Roger Bloss [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Number of option granted, shares | 500,000 | ||||
Option exercise price per | $ 0.75 | ||||
Options term | three | ||||
Bernard Moyle [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Number of option granted, shares | 500,000 | ||||
Option exercise price per | $ 0.75 | ||||
Options term | three |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Pyrros One, LLC [Member] - USD ($) | Mar. 31, 2020 | Feb. 20, 2020 |
Alternative Hospitality, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Debt Instrument, Face Amount | $ 110,405 | |
Debt Instrument, Maturity Date | Feb. 19, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |
Debt Instrument, Periodic Payment, Interest | $ 825 | |
Debt instrument reduction in interest and principal. | $ 1,233 | |
Debt Instrument, Collateral | The Holder is granted a security interest in that certain real property located at 1300 S. Jones Blvd, Las Vegas, NV 89146, which is owned by the Borrower | |
Condo Highrise Management, LLC [Member] | Short-term Promissory Note [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Debt Instrument, Face Amount | $ 90,000 | |
Debt Instrument, Maturity Date | Mar. 30, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |
Debt Instrument, Periodic Payment, Interest | $ 675 | |
Debt Instrument, Collateral | The Holder is granted a security interest in that certain real property located at 4295 Hwy 343, Amargosa, NV 89020 which is owned by the Borrower. The transaction closed on April 3, 2020 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 30, 2021 | Jul. 29, 2021 | Jul. 21, 2021 | Jul. 14, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 7,841 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 14,400 | 135,000 | $ 56,250 | ||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | |||||||
Shares issued for services | 32,000 | 225,000 | 281,251 | ||||
Stock Issued During Period, Value, Issued for Services | $ 33 | $ 225 | $ 281 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Civil penalty amount | $ 10,000 | ||||||
Subsequent Event [Member] | Groberg Cooperation and Release Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of returned shares of common stock | 300,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for services | 62,333 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,089 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Consultant One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for services | 30,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 12,075 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Employee [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares based employee benefit shares | 120,000 | ||||||
Shares based employee benefit value | $ 48,300 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Employee One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares based employee benefit shares | 60,000 | ||||||
Shares based employee benefit value | $ 24,150 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Employee Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares based employee benefit shares | 30,000 | ||||||
Shares based employee benefit value | $ 12,075 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Board of Directors Services Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock share based compensation | 29,495 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 12,093 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Board of Directors Services Agreement [Member] | Paris Balaouras [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock share based compensation | 43,245 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 17,730 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Service Agreement [Member] | Board of Directors [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock share based compensation | 43,245 | ||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 17,730 |