Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 3,321,111 | $ 4,699,372 | $ 117,536 |
Accounts receivable, net | 18,849 | 7,989 | 9,461 |
Prepaid expenses | 2,604 | 713,782 | |
Marketable securities – available for sale | 150,000 | ||
Convertible note receivable | 500,000 | 500,000 | |
Loan receivable – related party | 138,316 | 40,165 | |
Total current assets | 3,980,880 | 5,247,526 | 990,779 |
Property and equipment, net | 2,512,498 | 2,578,931 | 4,155,675 |
Intangible assets | 300,000 | ||
Deposits | 1,016,184 | 1,016,184 | 64,817 |
Operating lease - right-of-use asset | 1,979,181 | ||
Total non-current assets | 3,528,682 | 3,595,115 | 6,499,673 |
Total assets | 7,509,562 | 8,842,641 | 7,490,452 |
Current liabilities | |||
Accounts payable and accrued expenses | 1,655,128 | 1,750,402 | 2,382,779 |
Contract liabilities | 1,735,000 | 1,404,444 | |
Deposits | 538,921 | ||
Income taxes payable | 277,000 | 277,000 | |
Other current liabilities | 1,328,438 | ||
Notes payable – related parties | 300,405 | ||
Current portion of long-term notes payable | 1,020,139 | 874,728 | 1,185,273 |
Current portion of operating lease obligation | 83,410 | 83,410 | 241,466 |
Total current liabilities | 4,770,677 | 4,389,984 | 5,977,282 |
Non-current liabilities | |||
Long-term notes payable, net of current portion | 921,723 | ||
Operating lease obligation, net of current portion | 686,274 | 686,274 | 1,889,575 |
Total non-current liabilities | 686,274 | 686,274 | 2,811,298 |
Total liabilities | 5,456,951 | 5,076,258 | 8,788,580 |
Commitments and contingencies (Note 12) | |||
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 | |||
Common stock, $0.001 par value, 95,000,000 shares authorized, 71,501,667 and 68,613,541 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 71,500 | 71,500 | 68,613 |
Additional paid-in capital | 20,286,607 | 20,279,897 | 18,748,688 |
Common stock issuable | 84 | 84 | |
Accumulated deficit | (18,193,111) | (16,472,629) | (20,002,960) |
Total stockholders’ equity (deficit) attributable to MJ Holdings, Inc. | 2,165,080 | 3,878,852 | (1,185,659) |
Noncontrolling interests | (112,469) | (112,469) | (112,469) |
Total shareholders’ equity (deficit) | 2,052,611 | 3,766,383 | (1,298,128) |
Total liabilities and stockholders’ equity (deficit) | $ 7,509,562 | $ 8,842,641 | $ 7,490,452 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2017 |
Preferred stock, stated value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 | 95,000,000 | |
Common stock, shares issued | 71,501,667 | 71,501,667 | 68,613,541 | |
Common stock, shares outstanding | 71,501,667 | 71,501,667 | 68,613,541 | |
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock, stated value | $ 1,000 | $ 1,000 | $ 1,000 | |
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 31,841 | $ 307,375 | $ 241,870 | $ 822,845 |
Operating expenses | ||||
Cost of sales | 341,626 | 1,206,960 | ||
General and administrative | 1,764,943 | 2,805,927 | 4,833,321 | 2,979,348 |
Depreciation | 42,394 | 97,470 | ||
Marketing and selling | 4,882 | 69,764 | 7,900 | |
Professional fees | 3,350,308 | |||
Depreciation and amortization | 293,937 | 453,887 | ||
Total operating expenses | 1,812,219 | 2,903,397 | 8,888,956 | 4,648,095 |
Operating loss | (1,780,378) | (2,596,022) | (8,647,086) | (3,825,250) |
Other income (expense) | ||||
Interest expense | (26,028) | (17,227) | (110,677) | (167,188) |
Interest income | 23,980 | 4,662 | 20,270 | 18,345 |
Miscellaneous expense | (4,586) | |||
Loss on impairment of investments | (14,845) | (18,345) | ||
Miscellaneous income | 17,500 | 20,000 | ||
Loss on conversion of related party note payable | (310,526) | 310,526 | ||
Gain on write-down of accrued interest | 19,310 | |||
Loss on sale of fixed assets | (39,288) | |||
Gain on sale of marketable securities | 9,857,429 | 9,857,429 | ||
Gain on sale of luxury box | 44,444 | 355,556 | ||
Gain on sale of commercial building | 260,141 | 260,141 | ||
Other income | 46,312 | 2,416,357 | ||
Total other income (expense) | 59,896 | 9,836,205 | 12,454,417 | (147,878) |
Net income (loss) before income taxes | (1,720,482) | 7,240,183 | 3,807,331 | (3,973,128) |
Provision for income taxes | 277,000 | |||
Net Income (loss) | $ (1,720,482) | $ 7,240,183 | 3,530,331 | (3,973,128) |
Loss attributable to non-controlling interests | (8,513) | |||
Net income (loss) attributable to common shareholders | $ 3,530,331 | $ (3,964,615) | ||
Net income (loss) attributable to common stockholders per share: | ||||
Net loss per share - basic | $ (0.02) | $ 0.11 | $ 0.05 | $ (0.06) |
Net loss per share - diluted | $ (0.02) | $ 0.11 | $ 0.05 | $ (0.06) |
Weighted average number of shares outstanding: | ||||
Basic | 71,501,667 | 68,877,240 | 70,464,280 | 65,882,993 |
Diluted | 71,501,667 | 69,097,364 | 70,665,779 | 65,882,993 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - 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 |
Begining balance, shares at Dec. 31, 2019 | 18,562 | 65,436,449 | |||||
Stock based compensation | 41,122 | ||||||
Net income (loss) | (8,513) | (3,964,615) | (3,973,128) | ||||
Issuance of common stock for services | $ 1,736 | 396,730 | 398,466 | ||||
Issuance of common stock for services, shares | 1,736,251 | ||||||
Issuance of common stock for cash | $ 1,402 | 123,133 | 124,535 | ||||
Issuance of common stock for cash, shares | 1,402,279 | ||||||
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-based compensation | 41,122 | 41,122 | |||||
Issuance of common stock for subscription payable | $ 20 | 9,980 | (10,000) | ||||
Issuance of common stock for subscription payable, shares | 20,000 | ||||||
Ending balance, value at Dec. 31, 2020 | $ 68,613 | 18,748,688 | (112,469) | (20,002,960) | (1,298,128) | ||
Ending balance, shares at Dec. 31, 2020 | 68,613,541 | ||||||
Stock based compensation | 7,841 | 7,841 | |||||
Net income (loss) | 7,240,183 | 7,240,183 | |||||
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 | ||||
Issuance of common stock for services, shares | 225,000 | ||||||
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 | ||||||
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) | ||
Begining balance, shares at Dec. 31, 2020 | 68,613,541 | ||||||
Stock based compensation | 136,579 | ||||||
Net income (loss) | 3,530,331 | 3,530,331 | |||||
Issuance of common stock for services | $ 893 | 306,786 | 307,679 | ||||
Issuance of common stock for services, shares | 892,667 | ||||||
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 | ||||||
Issuance of common stock as per terms of Termination Agreement | $ 1,000 | 629,000 | 630,000 | ||||
Issuance of common stock as per terms of Termination Agreement, shares | 1,000,000 | ||||||
Common stock issued for stock-based compensation | $ 84 | $ 205 | 135,686 | 135,975 | |||
Common stock to be issued for director compensation, shares | 82,554 | 205,985 | |||||
Ending balance, value at Dec. 31, 2021 | $ 84 | $ 71,500 | 20,279,897 | (112,469) | (16,472,629) | 3,766,383 | |
Ending balance, shares at Dec. 31, 2021 | 82,554 | 71,501,667 | |||||
Stock based compensation | 6,710 | 6,710 | |||||
Net income (loss) | (1,720,482) | (1,720,482) | |||||
Ending balance, value at Mar. 31, 2022 | $ 84 | $ 71,500 | $ 20,286,607 | $ (112,469) | $ (18,193,111) | $ 2,052,611 | |
Ending balance, shares at Mar. 31, 2022 | 82,554 | 71,501,667 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||||
Net income (loss) | $ (1,720,482) | $ 7,240,183 | $ 3,530,331 | $ (3,973,128) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of right to use asset | 19,468 | 103,762 | 215,097 | |
Impairment of right of use asset | 769,684 | |||
Common stock issued for prepaid services | 135,000 | 398,466 | ||
Depreciation and amortization | 42,394 | 97,470 | 293,937 | 453,884 |
Gain on sale of marketable securities | (9,857,429) | |||
Gain on disposition of assets – Red Earth | (337,460) | |||
Gain on disposal of property and equipment | 386,465 | |||
Income taxes payable | 277,000 | |||
Gain on sale of cost method investments | (9,857,429) | |||
Gain on sale of commercial building | (260,141) | (260,141) | ||
Common stock issued for services | 307,679 | |||
Common stock issued for wages payable | 84 | |||
Gain on sale of luxury box | (44,444) | (355,556) | ||
Stock-based compensation | 6,710 | 7,841 | 136,579 | 41,122 |
Common stock issued for termination of participation rights agreement | 630,000 | 630,000 | ||
Loss on conversion of related party note payable | 310,526 | 310,526 | ||
Impairment of notes receivable and interest | 18,345 | |||
Expenses paid on behalf of Company | 150,000 | 36,405 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (10,850) | (5,666) | 1,472 | (16,131) |
Prepaid expenses | (2,604) | (210,000) | 421,945 | (237,040) |
Deposits | (700,444) | (990,000) | 322,921 | |
Accounts payable and accrued liabilities | 799,166 | (89,030) | (498,726) | 1,306,632 |
Contract liabilities | 1,404,444 | |||
Other current assets | (50,000) | 156,229 | ||
Other current liabilities | 66,352 | (1,328,438) | 1,328,438 | |
Operating lease liability | (19,468) | (109,393) | (237,605) | |
Net cash provided by (used in) operating activities | (930,110) | (2,685,338) | (4,657,679) | (186,365) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment, net of construction in progress | (111,039) | (322,574) | (35,477) | |
Proceeds from sale of commercial building | 1,627,500 | 1,627,500 | ||
Purchase of marketable securities | (200,000) | (200,000) | ||
Issuance of note receivable | (300,000) | (500,000) | ||
Proceeds from the sale of marketable securities | 10,207,429 | 10,207,429 | ||
Loan receivable | (98,151) | (40,165) | ||
Net cash used in investing activities | (98,151) | 11,223,890 | 10,772,190 | (35,477) |
Cash Flows from Financing Activities | ||||
Proceeds from notes payable – related party | 264,000 | |||
Proceeds from the issuance of notes payable | 300,000 | 300,000 | ||
Repayment of notes payable | (350,000) | (1,527,728) | (1,882,675) | (72,089) |
Proceeds from the issuance of common stock | 124,535 | |||
Proceeds from common stock issued for cash | 50,000 | 50,000 | ||
Net cash provided by financing activities | (350,000) | (1,177,728) | (1,532,675) | 316,446 |
Net increase in cash | (1,378,261) | 7,360,824 | 4,581,836 | 94,604 |
Cash, beginning of period | 4,699,372 | 117,536 | 117,536 | 22,932 |
Cash, end of period | 3,321,111 | 7,478,360 | 4,699,372 | 117,536 |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 72,684 | 115,051 | 72,684 | |
Income taxes paid | ||||
Non-cash investing and financing activities: | ||||
Common stock issued for prior period debt conversion | 19 | |||
Common stock issued for stock subscriptions payable | 10,000 | |||
Issuance of common stock for conversion of related party note payable | $ 100,000 | $ 410,526 |
Nature of the Business
Nature of the Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of the Business | Note 1 — Nature of the Business MJ Holdings, Inc. (OTCQB: 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 | Note 1 — Description of Business Nature of the Business MJ Holdings, Inc. (OTCQB: 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 ourselves of the Company’s 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 shares of its Common Stock in exchange for 1,800,000 shares of MJRE’s common units, representing membership interests in MJRE. Effective February 1, 2017, the Company transferred its ownership interests in the real estate properties and its subsidiaries, through which the Company held ownership of the real estate properties, to MJRE. MJRE also assumed the senior notes and any and all obligations associated with the real estate properties and business, effective February 1, 2017. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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, Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC and its majority owned subsidiary, Alternative Hospitality, Inc. 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. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its credit balances. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2022 and December 31, 2021. 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 Three Months Ended March 31, 2022 and 2021 (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. 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 March 31, December 31, Accounts receivable $ 53,781 $ 50,179 Less allowance (34,932 ) (42,190 ) Net accounts receivable $ 18,849 $ 7,989 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 is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. 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 Three Months Ended March 31, 2022 and 2021 (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 Construction in progress 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 $ - and $ 14,845 for the three months ended March 31, 2022 and year ended December 31, 2021, respectively. 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 Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) All of the Company’s revenue, during the three months ended March 31, 2022, was derived as rental income from the Company’s THC Park. The majority of the Company’s revenue, during the three months ended March 31, 2021, 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 For the three months ended March 31, 2022 2021 Revenues: Rental income (i) $ 31,841 $ 19,861 Management income (ii) - 202,951 Equipment lease income (ii) - 84,563 Product sales Total $ 31,841 $ 307,375 (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. In addition, the Company sold its luxury suite at the Raiders Stadium and amortizes the income from this sale at each home game. These payments represent contract liabilities and are recorded as such on the balance sheet. As of March 31, 2022 and December 31, 2021, the Company had $ 1,735,000 1,404,444 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% as the Company has not paid any dividends on its common stock and does not anticipate it will pay any dividends in the foreseeable future. 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 Three Months Ended March 31, 2022 and 2021 (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. | 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, Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC and its majority owned subsidiary, Alternative Hospitality, Inc. 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. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 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 CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 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 December 31, 2021 and 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 December 31, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 On August 13, 2018, the Company entered into a Stock Exchange Agreement (the “HCMC Agreement”) with Healthier choices Management Corp (“HCMC”) to acquire 1,500,000,000 85,714 150,000 5 On February 17, 2021, the Company entered into a Stock Purchase Agreement (the “ATG Agreement”) with ATG Holdings, LLC (the “ATG”). Under the terms of the Agreement, the Company purchased 1,500,000,000 200,000 During the year ended December 31, 2021, the Company liquidated the marketable securities it received in the HCMC Agreement and ATG Agreement. The net proceeds received by the Company from the sale of the marketable securities were $ 9,857,429 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. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its credit balances. 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 December 31, December 31, Accounts receivable $ 50,179 $ 39,806 Less allowance (42,190 ) (30,345 ) Net accounts receivable $ 7,989 $ 9,461 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 is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. 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 Construction in progress 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. The Company did not record any impairments of long-lived assets during the year ended December 31, 2021 and 2020. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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 $ 14,845 and $ 18,345 for the years ended December 31, 2021 and 2020, respectively. Please see Note 9 —Asset Impairment 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 December 31, 2021 and 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. 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 For the years ended December 31, 2021 2020 Revenues: Rental income (i) $ 74,003 $ 140,391 Management income (ii) 30,989 587,237 Equipment lease income (ii) 12,912 95,217 Product sales (iii) 123,966 - Total $ 241,870 $ 822,845 (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 (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory for further information. 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. In addition, the Company sold its luxury suite at the Raiders Stadium and amortizes the income from this sale at each home game. These payments represent contract liabilities and are recorded as such on the balance sheet. As of December 31, 2021 and 2020, the Company had $ 1,404,444 - 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation for the three and nine months ended September 30, 2021. The Company reclassified certain asset accounts (prepaid expenses and property and equipment) on its Balance Sheet. The reclassification had no impact on financial position, net income, or shareholder’s equity. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 $ 18,193,111 as of March 31, 2022. The Company had negative cash flows from operations of $ 930,110 for the three months ended March 31, 2022. 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. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) | Note 3 — Going Concern The Company has recurring net losses, which have resulted in an accumulated deficit of $ 16,472,629 as of December 31, 2021. The Company incurred net income of $ 3,530,331 and positive working capital of $ 857,542 for the year ended December 31, 2021. The Company had negative cash flows from operations of $ 4,657,679 year 4,699,372 . 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 3 — Going Concern (continued) The Company’s current capital resources include cash, and inventories. Historically, the Company has financed its operations principally through equity and debt financing. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 4 — Inventory Inventory at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Inventory March 31, December 31, Inventory – finished goods (i) $ 1,271,402 $ 1,271,402 Storage inventory (ii)(iii) 498,675 498,675 Less reserve (1,770,077 ) (1,770,077 ) Inventory, net $ - $ - (i) On January 21, 2021, the Company received a Notice of Termination, effective immediately, from Acres Cultivation, LLC. During the year ended December 31, 2021, the Company relocated all of its equipment utilized on the Acres lease to its 260 (ii) On April 14, 2021, the Company entered into a storage work order with TapRoot Labs (“TapRoot”). Under the terms of the work order, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with TapRoot at a rate of $ 6,000 (iii) On April 13, 2021, the Company entered into a Storage & Purchase Agreement (the “Agreement”) with AP Management, LLC (“AP”). Under the terms of the Agreement, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with AP. AP was granted the exclusive right to purchase the Product at a rate of $175/lb for the first 30 days of storage. After 30 days, the Company had the right to make sales to third parties. At March 31, 2022, the Company had 1827 lbs. stored with AP. The Company has elected to reserve the full amount of Product stored with AP as it does not anticipate any future sales will be made. Please see Item 1. Legal Proceedings | Note 4 — Inventory Inventory at December 31, 2021 and December 31, 2020 consisted of the following: Schedule of Inventory December 31, December 31, Inventory – finished goods (i) $ 1,271,402 $ - Storage inventory (ii)(iii) 498,675 - Less reserve (1,770,077 ) - Inventory, net $ - $ - (i) On January 21, 2021, the Company received a Notice of Termination, effective immediately, from Acres Cultivation, LLC. During the year ended December 31, 2021, the Company relocated all of its equipment utilized on the Acres lease to its 260 (ii) On April 14, 2021, the Company entered into a storage work order with TapRoot Labs (“TapRoot”). Under the terms of the work order, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with TapRoot at a rate of $ 6,000 (iii) On April 13, 2021, the Company entered into a Storage & Purchase Agreement (the “Agreement”) with AP Management, LLC (“AP”). Under the terms of the Agreement, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with AP. AP was granted the exclusive right to purchase the Product at a rate of $175/lb for the first 30 days of storage. After 30 days, the Company had the right to make sales to third parties. At December 31, 2021, the Company had 1827 lbs. stored with AP. The Company has elected to reserve the full amount of Product stored with AP as it does not anticipate any future sales will be made. Please see Item 3. Legal Proceedings |
Note Receivable
Note Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Note Receivable | Note 5 — Note Receivable Note receivable at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Note Receivable March 31, December 31, Note receivable- GeneRx (i) 500,000 500,000 Total $ 500,000 $ 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 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. As of March 31, 2022, $ 500,000 principal was due on the Note. 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. | Note 5 — Note Receivable Note receivable at December 31, 2021 and December 31, 2020 consisted of the following: Schedule of Note Receivable December 31, 2021 December 31, 2020 Note receivable- GeneRx (i)(ii) $ 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 one year 2 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 80 20 300,000 150,000 50,000 500,000 (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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 6 — Property and Equipment Property and equipment at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Property and Equipment March 31, December 31, Leasehold Improvements $ 256,323 $ 654,628 Machinery and Equipment 646,025 244,583 Building and Land 1,650,000 1,650,000 Furniture and Fixtures 566,220 566,220 Total property and equipment 3,118,568 3,115,431 Less: Accumulated depreciation (606,070 ) (536,500 ) Property and equipment, net $ 2,512,498 $ 2,578,931 Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 42,394 97,470 | Note 6 — Property and Equipment Property and Equipment at December 31, 2021 and 2020 consisted of the following: Schedule of Property and Equipment December 31, December 31, Leasehold Improvements $ 654,628 $ 323,281 Machinery and Equipment 244,583 1,087,679 Building and Land 1,650,000 3,150,000 Furniture and Fixtures 566,220 543,366 Total property and equipment 3,115,431 5,104,326 Less: Accumulated depreciation (536,500 ) (948,651 ) Property and equipment, net $ 2,578,931 $ 4,155,675 Depreciation expense for the years ending December 31, 2021 and 2020 was $ 293,937 453,887 |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 7 — Intangible Assets In October 2016, Red Earth, LLC (“Red Earth”), a Nevada limited liability company, 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 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 December 15, 2017, the Company acquired 100 52,732,969 0.001 900,000 On or about May 7, 2021, 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 On August 1, 2021, the Company entered into a Memorandum of Understanding and Agreement for Technical Services and Short-Term Funding (the “Agreement”) with Red Earth, LLC (hereinafter, “Red Earth”), an entity controlled by its Chief Cultivation Officer, Paris Balaouras. Under the terms of the Agreement, the Company will provide a short-term loan (the “Loan”) to Red Earth for expenses related to the activation and operation of Red Earth’s cultivation license. The Loan shall bear interest at 12 18 5,000 7,500 40,165 On August 26, 2021, the Company and the Company’s Chief Cultivation Officer and previous owner of the Subsidiary, Paris Balaouras, entered into a Termination Agreement. Under the terms of the Termination Agreement, the Purchase Agreement (the “Purchase Agreement”), dated December 15, 2017, entered into between the Company and the Subsidiary was terminated as of the date of the Termination Agreement resulting in the return of ownership of the Subsidiary to Mr. Balaouras. Neither party shall have any further obligation to one another pursuant to the terms of the Purchase Agreement. Please see Note 14 — Related Party Transactions On September 2, 2021, the Company received approval of the Termination Agreement from the CCB. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) | Note 7 — Intangible Assets In October 2016, Red Earth, LLC (“Red Earth”), a Nevada limited liability company, 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 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 December 15, 2017, the Company acquired 100 52,732,969 0.001 900,000 On or about May 7, 2021, 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 On August 1, 2021, the Company entered into a Memorandum of Understanding and Agreement for Technical Services and Short-Term Funding (the “Agreement”) with Red Earth, LLC (hereinafter, “Red Earth”), an entity controlled by its Chief Cultivation Officer, Paris Balaouras. Under the terms of the Agreement, the Company will provide a short-term loan (the “Loan”) to Red Earth for expenses related to the activation and operation of Red Earth’s cultivation license. The Loan shall bear interest at 12 18 5,000 7,500 40,165 On August 26, 2021, the Company and the Company’s Chief Cultivation Officer and previous owner of the Subsidiary, Paris Balaouras, entered into a Termination Agreement. Under the terms of the Termination Agreement, the Purchase Agreement (the “Purchase Agreement”), dated December 15, 2017, entered into between the Company and the Subsidiary was terminated as of the date of the Termination Agreement resulting in the return of ownership of the Subsidiary to Mr. Balaouras. Neither party shall have any further obligation to one another pursuant to the terms of the Purchase Agreement. Please see Note 15 — Gain on Disposal of Subsidiary On September 2, 2021, the Company received approval of the Termination Agreement from the CCB. |
Deposits
Deposits | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Deposits Abstract | ||
Deposits | Note 8 — Deposits Deposits as of March 31, 2022 and December 31, 2021 consist of the following: Schedule of Deposits March 31, 2022 December 31, MJ Distributing, Inc. (i) 1,016,184 1,016,184 Total $ 1,016,184 $ 1,016,184 (i) On February 5, 2021, the Company (the “Purchaser”) executed a Membership Interest Purchase Agreement (“MIPA3”) with MJ Distributing, Inc. (the “Seller”) to acquire all of the outstanding membership interests of MJ Distributing C202, LLC and MJ Distributing P133, LLC, each the holder of a State of Nevada provisional medical and recreational cultivation license and a provisional medical and recreational production license. In consideration of the sale, transfer, assignment and delivery of the Membership Interests to Purchaser, and the covenants made by Seller under the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes, and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars ($ 1,250,000.00 200,000 Purchase Price (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. | Note 8 — Deposits Deposits as of December 31, 2021 and 2020 consist of the following: Schedule of Deposits December 31, December 31, MJ Distributing, Inc. (i) $ 1,016,184 $ - MJ Distributing, Inc. (ii) - 64,817 Total $ 1,016,184 $ 64,817 (i) On February 5, 2021, the Company (the “Purchaser”) executed a Membership Interest Purchase Agreement (“MIPA3”) with MJ Distributing, Inc. (the “Seller”) to acquire all of the outstanding membership interests of MJ Distributing C202, LLC and MJ Distributing P133, LLC, each the holder of a State of Nevada provisional medical and recreational cultivation license and a provisional medical and recreational production license. In consideration of the sale, transfer, assignment and delivery of the Membership Interests to Purchaser, and the covenants made by Seller under the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes, and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars ($ 1,250,000.00 ) in cash and/or promissory notes and 200,000 shares of the Company’s restricted common stock, all of which constitutes the consideration agreed to herein for (the “ Purchase Price (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. (ii) On August 28, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Element NV, LLC, an Ohio limited liability company (the “Buyer”), to sell forty-nine percent ( 49 441,000 441,000 3,559,000 The Agreement also requires the Buyer to make a final payment to the Company of $1,000,000 between 90 and 180 days of issuance of the SUP or no later than April 9, 2020. On June 11, 2020, the Company entered into the First Amendment (“First Amendment”) to the Agreement. Under the terms of the First Amendment, the Closing Purchase Price was adjusted to $441,000, the Buyer was required to make a capital contribution (the “Initial Contribution Payment”) to the Target Company in the amount of $120,000 and the Buyer was required to make an additional cash contribution (the Final Contribution Payment”) in the amount of $240,000. As of the date of this filing, the Buyer has failed to make the Final Contribution Payment. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 9 — Notes Payable Notes payable as of March 31, 2022 and December 31, 2021 consist of the following: Schedule of Notes Payable March 31, December 31, $ 896,535 $ 750,000 Note payable bearing interest at 5.0 750,000 $ 896,535 $ 750,000 Note payable bearing interest at 6.5 % originated April 1, 2019, due on March 31, 2022, originally $ 250,000 (ii) 123,604 124,728 Total notes payable $ 1,020,139 $ 874,728 Less: current portion (1,020,139 ) (874,728 ) Long-term notes payable $ - $ - (i) 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 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $ 750,000 0 On February 4, 2022, the Company entered into a Note Modification Agreement (the “Agreement”) with the Holder amending the terms of the Secured Note. The Parties agree that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note is now due (currently Seven-Hundred and Fifty-Thousand Dollars ($ 750,000.00 500,000.00 1,250,000.00 357,342.88 900,000 7 Future payments shall be calculated on a 20-year amortization with a balloon payment in three years 6,977.69 896,535 (ii) On April 1, 2019, the Company executed a promissory note for $ 250,000 6.5 2,178 50,000 the payments shall be re-amortized (15-year amortization). 50,000 123,604 Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2022 (excluding the three months ended March 31, 2022) $ 1,020,139 2022 - 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 1,020,139 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) | Note 10 — Notes Payable Notes payable as of December 31, 2021 and 2020 consist of the following: Schedule of Notes Payable December 31, December 31, $ - $ $1,022,565 Note payable bearing interest at 6.50% October 31, 2023 , originally $ 1,100,000 (i) $ - $ $1,022,565 Note payable bearing interest at 5.0% January 31, 2022 750,000 750,000 Note payable bearing interest at 6.5% March 31, 2022 250,000 124,728 234,431 Note payable bearing interest at 9.0 January 16, 2020 150,000 - 100,000 Total notes payable $ 874,728 $ 2,106,996 Less: current portion (874,728 ) (1,185,273 ) Long-term notes payable $ - $ 921,723 (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 6,952.75 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 with FR Holdings LLC, a Wyoming limited liability company. The note accrues interest at 5.0% per annum, payable in regular monthly installments of $ 3,125 , due on or before the same day of each month beginning February 1, 2019 until January 31, 2022 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $ 750,000 0 see Note 19 — Subsequent Events (iii) 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). 50,000 124,728 1,318 (iv) On January 17, 2019, the Company executed a short-term promissory note for $ 150,000 9.0 January 16, 2020 50,000 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 10 — Notes Payable (continued) Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2022 874,728 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 874,728 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 10 — Commitments and Contingencies Employment Agreements 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 60,000 200 500,000 rd 500,000 .75 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 15,000 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 On September 30, 2021, the Company’s Board of Directors elected to revise Section 2 (Compensation) of the Agreement back to the original terms. Each of the Directors shall receive compensation as follows: (i) Fifteen Thousand and no/100 dollars ($ 15,000.00 15,000 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 10 — 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 March 31, 2022, the Company recorded operating lease liabilities of $ 686,274 and right of use assets for operating leases of $ 0 . During the three months ended March 31, 2022, operating cash outflows relating to operating lease liabilities was $ - . As of March 31, 2022, the Company’s operating leases had a weighted-average remaining term of 4.2 years. Future minimal rental and lease commitments under non-cancelable operating leases with terms in excess of one year as of March 31, 2022, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2022 (excluding the three months ended March 31, 2022) 90,000 2022 - 2023 120,000 2024 120,000 2025 120,000 2026 120,000 Thereafter 330,000 Total minimum lease payments $ 900,000 Rent expense, incurred pursuant to operating leases for the three months ended March 31, 2022 and 2021, was $ 30,000 and $ 60,937 , 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. There is no pending litigation involving the Company at this time. MJ Holdings, Inc. Complaint On December 14, 2021, MJ Holdings, Inc. (the “Plaintiff”) filed a Complaint against NCMM, LLC, AP Management, LLC and Valerie Small (collectively, the “Defendants”). In the Complaint, the Plaintiff alleges that the Defendants have refused to return the cannabis that was being stored for Plaintiff under a Storage and Purchase Agreement entered into with AP Management. By failing to return the cannabis to Plaintiff, or Plaintiff’s designee, the Defendants have deprived Plaintiff of the ability to sell, transfer or market the product. In addition, the Defendants have sought to unlawfully extort the Plaintiff for illicit payments of thousands of dollars in money and/or cannabis in exchange for returning the cannabis. Gappy and Shaba Compliant On December 3, 2021, a Complaint was filed against MJ Holdings, Inc., HDGLV, LLC, Red Earth, LLC (collectively, the “Defendants”) by Ziad Gappy and David Shaba (collectively, the “Plaintiffs”). In the Complaint, the Plaintiffs allege the Defendants made misleading statements and/or omissions relating to the Company in the Plaintiffs’ negotiation to purchase shares of MJ Holdings, Inc. In addition, the Plaintiffs allege that the Defendants have not honored the 2018 Agreements negotiated between the Plaintiffs and Defendants and that MJ Holdings, Inc. has failed to issue an additional $125,000 in stock due to the Plaintiffs as was agreed to in writing and the Defendants have failed to start the Western Project. 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 Tierney Arbitration On March 9, 2021, Terrence Tierney, 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 62,392 59,583 2,854 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) | Note 12 — 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 60,000 200 500,000 rd 500,000 .75 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 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 12 — Commitments and Contingencies (continued) 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 15,000 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 On September 30, 2021, the Company’s Board of Directors elected to revise Section 2 (Compensation) of the Agreement back to the original terms. Each of the Directors shall receive compensation as follows: (i) Fifteen Thousand and no/100 dollars ($ 15,000.00 15,000 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 12 — Commitments and Contingencies (continued) Operating Leases The Company leases an approximately 17,000 3.92 10 10,000 For the years ended December 31, 2021 and 2020, the Company made lease payments in the amount of $ - - As of December 31, 2021, the Company recorded operating lease liabilities of $ 769,684 and right of use assets for operating leases of $ - . During the year ended December 31, 2021, operating cash outflows relating to operating lease liabilities was ($ 109,393) , and the expense for right of use assets for operating leases was $ 205,636 . As of December 31, 2021, the Company’s operating leases had a weighted-average remaining term of 4.5 years and weighted-average discount rate of 4.5 %. Please see Note 15 — Gain on Disposal of Subsidiary Future minimal rental and lease commitments under non-cancelable operating leases with terms in excess of one year as of December 31, 2021, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2022 120,000 2023 120,000 2024 120,000 2025 120,000 Thereafter 450,000 Total minimum lease payments $ 930,000 Rent expense, incurred pursuant to operating leases for the year ended December 31, 2021 and 2020, was $ 88,717 and $ 341,129 , 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. There is no pending litigation involving the Company at this time. MJ Holdings, Inc. Complaint On December 14, 2021, MJ Holdings, Inc. (the “Plaintiff”) filed a Complaint against NCMM, LLC, AP Management, LLC and Valerie Small (collectively, the “Defendants”). In the Complaint, the Plaintiff alleges that the Defendants have refused to return the cannabis that was being stored for Plaintiff under a Storage and Purchase Agreement entered into with AP Management. By failing to return the cannabis to Plaintiff, or Plaintiff’s designee, the Defendants have deprived Plaintiff of the ability to sell, transfer or market the product. In addition, the Defendants have sought to unlawfully extort the Plaintiff for illicit payments of thousands of dollars in money and/or cannabis in exchange for returning the cannabis. Gappy and Shaba Compliant On December 3, 2021, a Complaint was filed against MJ Holdings, Inc., HDGLV, LLC, Red Earth, LLC (collectively, the “Defendants”) by Ziad Gappy and David Shaba (collectively, the “Plaintiffs”). In the Complaint, the Plaintiffs allege the Defendants made misleading statements and/or omissions relating to the Company in the Plaintiffs’ negotiation to purchase shares of MJ Holdings, Inc. In addition, the Plaintiffs allege that the Defendants have not honored the 2018 Agreements negotiated between the Plaintiffs and Defendants and that MJ Holdings, Inc. has failed to issue an additional $125,000 in stock due to the Plaintiffs as was agreed to in writing and the Defendants have failed to start the Western Project. 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 Tierney Arbitration On March 9, 2021, Terrence Tierney, 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 62,392 59,583 2,854 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ Equity (Deficit) | Note 11 — 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 71,501,667 Common Stock Issuances For the three months ended March 31, 2022, the Company issued and/or sold the following unregistered securities: None MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 11 — Stockholders’ Equity (Deficit) (continued) At March 31, 2022 and December 31, 2021, there are 71,501,667 71,501,667 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 Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 11 — Stockholders’ Equity (Deficit) (continued) Preferred Stock Issuances For the three months ended March 31, 2022 None At March 31, 2022 and December 31, 2021, there were 0 0 | Note 13 — Stockholders’ Equity (Deficit) General The Company is currently authorized to issue up to 95,000,000 5,000,000 0.001 Preferred Stock The Board is authorized, without further approval from the Company’s 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 the Company’s Common Stock, diluting the voting power of its Common Stock, impairing the liquidation rights of its Common Stock, or delaying or preventing a change in control of the Company, all without further action by its 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 Preferred Stock Issuances Year ended December 31, 2021 None Year ended December 31, 2020 None At December 31, 2021 and December 31, 2020, there are 0 0 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 13 — Stockholders’ Equity (Deficit) (continued) Common Stock Of the 95,000,000 71,501,667 Common Stock Issuances For the fiscal years ended December 31, 2021 and December 31, 2020, the Company issued and/or sold the following unregistered securities: Year ended December 31, 2021 On March 8, 2021, the Company issued 526,316 410,000 100,000 On March 8, 2021, the Company issued 263,158 205,263 50,000 On March 29, 2021, the Company issued 225,000 135,000 On April 24, 2021, the Company issued 1,000,000 630,000 On June 4, 2021, the Company issued 32,000 13,514 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 30, 2021, the Company’s prior President, Richard S. Groberg, returned 300,000 On December 31, 2021, the Company issued 333,334 96,501 On December 31, 2021, the Company issued a total of 90,000 24,300 Year ended December 31, 2020 On February 11, 2020, the Company issued 250,000 On March 31, 2020, the Company issued 31,251 On March 31, 2020, the Company issued 18,562 On April 7, 2020, the Company issued 20,000 On December 14, 2020, the Company issued 500,000 On December 14, 2020, the Company issued 500,000 On December 14, 2020, the Company issued 250,000 On December 14, 2020, the Company issued 1,402,279 On December 14, 2020, the Company issued 2,500 On December 14, 2020, the Company issued 2,500 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 On December 14, 2020, the Company issued 200,000 At December 31, 2021 and December 31, 2020, there are 71,501,667 68,613,541 |
Basic and Diluted Earnings (Los
Basic and Diluted Earnings (Loss) per Common Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) attributable to common stockholders per share: | ||
Basic and Diluted Earnings (Loss) per Common Share | Note 12 — 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 March 31, 2022, basic and diluted loss per common share were the same since there were no potentially dilutive shares outstanding during the respective periods. The outstanding options as of March 31, 2022, to purchase 1,500,000 | Note 14 — 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 year ended December 31, 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 December 31, 2021, to purchase 1,500,000 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Based Compensation | Note 13 — 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 A summary of the options issued, exercised and expired are below: Schedule of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2021 1,500,000 $ 0.75 1.68 Issued - - - Exercised - - - Expired - - - Balance at March 31, 2022 1,500,000 $ 0.75 1.33 Exercisable at March 31, 2022 1,500,000 $ 0.75 1.33 Options outstanding as of March 31, 2022 and December 31, 2021 were 1,500,000 1,500,000 Warrants 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: Schedule of Warrants Issued, Exercised and Expired Warrants: Shares Weighted Avg. Remaining Contractual Balance at December 31, 2021 250,000 $ 0.10 3.03 Issued - - - Exercised - - - Expired - - - Balance at March 31, 2022 250,000 $ 0.10 3.0 Warrants outstanding as of March 31, 2022 and December 31, 2021 were 250,000 250,000 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2022 and 2021 (Unaudited) | Note 16 — Stock-Based Compensation 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: Schedule of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2020 1,510,000 $ 0.76 2.69 Issued - - - Exercised - - - Expired (10,000 ) 1.20 - Balance at December 31, 2021 1,500,000 $ 0.75 1.68 Exercisable at December 31, 2021 1,500,000 $ 0.75 1.68 Options outstanding as of December 31, 2021 and December 31, 2020 were 1,500,000 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% 0.65 1.00 June 5, 2019 June 4, 2021 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 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: Schedule 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 3.03 Exercised - - - Expired (1,233,000 ) 0.83 - Balance at December 31, 2021 250,000 $ 0.10 3.03 Warrants outstanding as of December 31, 2021 and December 31, 2020 were 250,000 1,233,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 14 — Related Party Transactions On August 1, 2021, the Company entered into a Memorandum of Understanding and Agreement for Technical Services and Short-Term Funding (the “Agreement”) with Red Earth, LLC (hereinafter, “Red Earth”), an entity controlled by its Chief Cultivation Officer, Paris Balaouras. Under the terms of the Agreement, the Company will provide a short-term loan (the “Loan”) to Red Earth for expenses related to the activation and operation of Red Earth’s cultivation license. The Loan shall bear interest at 12 18 5,000 7,500 | Note 18 — 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 February 19, 2021 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 is owned by the Borrower 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 March 30, 2021 9 675 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 On January 14, 2021, the Company entered into a Debt Conversion and Stock Purchase Agreement (the “Agreement”) with David Dear (the “Investor”), a director of the Company. Under the terms of the Agreement, the Company shall issue 526,316 shares of common stock to the Investor in satisfaction of the $ 100,000 short term loan made to the Company by the Investor on December 10, 2020. In addition, the Investor elected to purchase an additional 263,148 shares of common stock at a per share price of $ 0.19 for a total of $ 50,000 . On August 1, 2021, the Company entered into a Memorandum of Understanding and Agreement for Technical Services and Short-Term Funding (the “Agreement”) with Red Earth, LLC (hereinafter, “Red Earth”), an entity controlled by its Chief Cultivation Officer, Paris Balaouras. Under the terms of the Agreement, the Company will provide a short-term loan (the “Loan”) to Red Earth for expenses related to the activation and operation of Red Earth’s cultivation license. The Loan shall bear interest at 12% 18% 5,000 7,500 40,165 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 15 — Subsequent Events On April 18, 2022, the Company issued a total of 45,000 13,500 On July 8, 2022, MJ Holdings, Inc. (the “Buyer”) entered into a Common Stock Purchase Agreement (the “Agreement”) with MJH Research, Inc. (the “Company”), a Florida corporation, and Sunstate Futures, LLC (the “Seller”), a Florida limited liability company. Under the terms of the Agreement, the Seller agreed to sale all issued and outstanding shares of common stock ( 100,000 shares) (the “Common Stock”) of the Company to the Buyer. In consideration of the purchase of the shares of Common Stock, the Buyer agreed to issue the Seller seven million ( 7,000,000 ) shares of its common stock. The transaction closed on July 11, 2022. Net assets and liabilities of MJH Research, Inc. were approximately $ 5,000 1,955,000 On July 15, 2022, the Company issued a total of 45,000 12,128 | Note 19 — Subsequent Events On February 4, 2022, the Company entered into a Note Modification Agreement (the “Agreement”) with FR Holdings, LLC (the “Holder”)(together, the “Parties”) amending the terms of the Noted Secured by Deed of Trust (the “Secured Note”) entered into by the Parties on January 17, 2018. The Parties agree that the maturity date of the Secured Note being January 31, 2022, has passed and that the balance of the Secured Note is now due (currently Seven-Hundred and Fifty-Thousand Dollars ($ 750,000 500,000 1,250,000 357,342.88 900,000 7 Future payments shall be calculated on a 20-year amortization with a balloon payment in three years. 6,977.69 |
Asset Impairment
Asset Impairment | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairment | Note 9 — Asset Impairment Asset impairment as of December 31, 2021 and 2020 consist of the following: Schedule of Asset Impairment December 31, December 31, Smile, LLC (i) 150,000 178,701 Innovation Labs, Ltd. (ii) 250,000 250,000 Coachill Inn, LLC (iii) - 150,000 MJ Distributing, Inc. (iv) - 550,000 Total $ 400,000 $ 1,128,701 (i) On June 7, 2019, Smile, LLC (“Smile”)(the “Borrower”), a Nevada limited liability company, issued a Convertible Promissory Note (the “Note”) in the amount of $ 250,000 100,000 150,000 250,000 6 December 6, 2019 1 6 June 6, 2020 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 9 —Asset Impairment (continued) (ii) On June 25, 2019, the Company entered into a Series Post Seed Preferred Stock and Series Post Seed Preferred Unit Investment Agreement (the “Agreement”) with Innovation Labs, Ltd. and Innovation Shares, LLC. Under the terms of the Agreement, the Company purchased 238,096 238,096 250,000 250,000 (iii) In January of 2019, the Company formed Coachill-Inn, LLC (“Coachill-Inn”), a subsidiary of Alternative Hospitality (“AH”), to develop a proposed hotel in Desert Hot Springs, CA. From January through June 2019, the Company was actively engaged in negotiations with the property owner of the proposed location. In June of 2019, Coachill-Inn executed a purchase and sale agreement with Coachillin’ Holdings, LLC (“CHL”) to acquire a 256,132 sq. ft. parcel of land within a 100-acre industrial cannabis park in Desert Hot Springs, CA (the “Property”) to develop the Company’s first hotel project. The purchase price for the property is $ 5,125,000 (iv) In April of 2019, the Company executed a Membership Interest Purchase Agreement (the “MIPA”) to acquire all of the membership interests in two Nevada limited liability companies that are each the holder of a State of Nevada marijuana license. Marijuana Establishment Registration Certificate, Application No. C202 and Marijuana Establishment Registration Certificate, Application No. P133 (collectively the “Certificates”). The terms of the MIPA required the Company to purchase the licenses for the total sum of $ 1,250,000 750,000 500,000 250,000 500,000 2 As of the date of this filing, the Company has made deposits totaling $550,000. The Company was required to issue 1,000,000 of shares of its restricted common stock in fulfillment of its obligations in the MIPA. As of the date of this filing, these shares have not been issued. The Company also executed a $750,000 long term note (the “LT Note”) in favor of the current license holders that becomes due and payable upon the earliest of a) six months after the transfer of the Certificates to the Company, or b) six months after the production/cultivation is declared fully operational by the applicable regulatory agencies, or c) March 10, 2020. On February 19, 2020, the Company was put on notice by the Seller that it is in default under the terms of the MIPA. pursuant to the terms of the MIPA, the Company was required to enter into a $15,000 per month sub-lease (retroactive to March 1, 2019) for the 10-acre cultivation/production facility located in Pahrump, Nye County, NV and install a mobile production trailer. The Company failed to make the required payments under the MIPA and the Agreement was terminated. The Company and has no recourse to recover its deposit. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 |
Notes Payable _ related parties
Notes Payable – related parties | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related Parties | |
Notes Payable – related parties | Note 11 — Notes Payable – related parties Notes payable – related parties as of December 31, 2021 and 2020 consist of the following: Schedule of Notes Payable Related Parties December 31, December 31, December 31, December 31, Notes payable - 110,405 Notes payable, related party, bearing interest at 9.0 February 19, 2021 110,405 (i) - 110,405 Notes payable, related party, bearing interest at 9.0 March 30, 2021 90,000 (ii) - 90,000 Note payable bearing interest at 0.0 100,000 (iii) - 100,000 Total notes payable – related parties $ - $ 300,405 Less: current portion - (300,405 ) Long-term notes payable – related parties $ - $ - (i) 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 February 19, 2021 9% 825 1,233 (ii) 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 March 30, 2021 9% 675 (iii) On January 14, 2021, the Company entered into a Debt Conversion and Stock Purchase Agreement (the “Agreement”) with David Dear (the “Investor”), a director of the Company. Under the terms of the Agreement, the Company issued 526,316 100,000 |
Gain on Disposal of Subsidiary
Gain on Disposal of Subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
Gain On Disposal Of Subsidiary | |
Gain on Disposal of Subsidiary | Note 15 — Gain on Disposal of Subsidiary On December 15, 2017, the Company acquired 100 52,732,969 0.001 900,000 On or about May 7, 2021, 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 On August 26, 2021, the Company and the Company’s Chief Cultivation Officer and previous owner of the Subsidiary, Paris Balaouras, entered into a Termination Agreement. Under the terms of the Termination Agreement, the Purchase Agreement (the “Purchase Agreement”), dated December 15, 2017, entered into between the Company and the Subsidiary was terminated as of the date of the Termination Agreement resulting in the return of ownership of the Subsidiary to Mr. Balaouras. Neither party shall have any further obligation to one another pursuant to the terms of the Purchase Agreement. On September 2, 2021, the Company received approval of the Termination Agreement from the CCB. The table below shows the assets and liabilities that the Company was relieved of in the transaction: Schedule of Assets and Liabilities of Discontinued Operations August 27, 2021 Assets: Deposits $ 38,663 Property and equipment, net 143,507 Intangible assets 300,000 Right of use asset 1,105,735 Total assets $ 1,587,875 Liabilities: Operating lease liability $ (1,251,964 ) Deposits (538,921 ) Accrued expense (134,540 ) Total liabilities $ (1,925,425 ) (Gain) on divestiture $ (337,551 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 — Income Taxes The Company’s federal or state income tax expense or benefit for the years ended December 31, 2021 and 2020 are summarized below. The Company did not incur any federal or state income tax expense or benefit for the years ended December 31, 2021 and 2020. The provision for income taxes differs from the amounts which would result from applying the federal statutory rate of 21 Schedule of Provision for Income Taxes December 31, December 31, Computed “expected” income tax benefit $ 799,540 (832,569 ) Change in valuation allowance - 832,569 Stock-based compensation and services 46,912 - Non-deductible expenses-Section 280E 71,741 - NOL utilization (641,193 ) - Provision for income taxes $ 277,000 - MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 17 — Income Taxes (continued) Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes for the years ended December 31, 2021 and 2020 are as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2021 2020 Deferred tax assets: Federal and state NOL carryforward $ 2,901,805 3,489,562 Other intangibles - 63,000 Deferred expenses - 149,894 Deferred tax assets 2,901,805 3,702,456 Less: Valuation allowance (2,901,805 ) (3,702,456 ) Net deferred tax assets $ - - A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a valuation allowance against all its deferred tax assets. On December 22, 2017, H.R. 1 (the “Act”) was enacted and included broad tax reforms. The Act reduced the U.S. corporate tax rate from 35 21 As of December 31, 2021, the Company had a net operating loss carryforward for federal income tax purposes of approximately $ 13,818,117 and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2021. The Company files income tax returns in the U.S. The Company is not currently under examination in any of these jurisdictions and all its tax years remain open to examination due to net operating loss carryforwards. The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and establishing measurement criteria for income tax benefits. Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. During the year ended December 31, 2021, no interest or penalties were required to be recognized relating to unrecognized tax benefits. In the event the Company should need to recognize interest and penalties related to unrecognized income tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense. As the Company operates in the legal cannabis industry, the Company is subject to Section 280E of the Internal Revenue Code (“IRC”) which prohibits businesses engaged in the trafficking of controlled substances (within the meaning of Schedule I and II of the CSA) from deducting normal business expenses associated with the sale of cannabis, such as payroll and rent, from gross income (revenue less cost of goods sold). Section 280E, therefore, has a significant impact on the retail side of cannabis, but a lesser impact on cultivation and manufacturing operations. Section 280E was originally intended to penalize criminal market operators, but because cannabis remains a Schedule I controlled substance for U.S. Federal purposes, the Internal Revenue Service (“IRS”) has subsequently applied Section 280E to state-legal cannabis businesses. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. In the states that the Company operates in that align their tax codes with Section 280E, it is also unable to deduct normal business expenses for state tax purposes. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable and a higher effective tax rate than most industries. Cannabis businesses operating in states that align their tax codes with the IRC are also unable to deduct normal business expenses for state tax purposes. The non-deductible expenses shown in the effective rate reconciliation above is comprised primarily of the impact of applying Section 280E to the Company’s businesses that are involved in selling cannabis, along with other typical non-deductible expenses such as lobbying expenses. The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses. Further, there are several pieces of legislation being considered by the U.S. Congress that could change the interpretation of Section 280E by removing its applicability to the legalized cannabis industry. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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, Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC and its majority owned subsidiary, Alternative Hospitality, Inc. Inter-company balances and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC and its majority owned subsidiary, Alternative Hospitality, Inc. 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. | 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. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its credit balances. | 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. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its credit balances. |
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 March 31, 2022 and December 31, 2021. 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 Three Months Ended March 31, 2022 and 2021 (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. | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 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 CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 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 December 31, 2021 and 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 December 31, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 On August 13, 2018, the Company entered into a Stock Exchange Agreement (the “HCMC Agreement”) with Healthier choices Management Corp (“HCMC”) to acquire 1,500,000,000 85,714 150,000 5 On February 17, 2021, the Company entered into a Stock Purchase Agreement (the “ATG Agreement”) with ATG Holdings, LLC (the “ATG”). Under the terms of the Agreement, the Company purchased 1,500,000,000 200,000 During the year ended December 31, 2021, the Company liquidated the marketable securities it received in the HCMC Agreement and ATG Agreement. The net proceeds received by the Company from 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 March 31, December 31, Accounts receivable $ 53,781 $ 50,179 Less allowance (34,932 ) (42,190 ) Net accounts receivable $ 18,849 $ 7,989 | 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 December 31, December 31, Accounts receivable $ 50,179 $ 39,806 Less allowance (42,190 ) (30,345 ) Net accounts receivable $ 7,989 $ 9,461 |
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. | 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 Inventory is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. | Inventory Inventory is comprised of raw materials, finished goods and work-in-process such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and supplies, are capitalized into inventory until the time of harvest. All direct and indirect costs related to inventory are capitalized when incurred, and subsequently classified to cost of goods sold in the Consolidated Statements of Operations. Work-in-process is stated at the lower of cost or net realizable value, determined using the weighted average cost. Raw materials and finished goods inventory is stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. Net realizable value is determined as the estimated selling price in the ordinary course of business less estimated costs to sell. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The Company reviews inventory for obsolete, redundant and slow-moving goods and any such inventory is written down to net realizable value. Packaging and supplies are initially valued at cost. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. |
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 Three Months Ended March 31, 2022 and 2021 (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 Construction in progress Not depreciated Leasehold Improvements Lessor of lease term or 5 years Machinery and Equipment 5 Furniture and Fixtures 5 | 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. 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 Construction in progress 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. | 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. The Company did not record any impairments of long-lived assets during the year ended December 31, 2021 and 2020. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) |
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 $ - and $ 14,845 for the three months ended March 31, 2022 and year ended December 31, 2021, respectively. | 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 $ 14,845 and $ 18,345 for the years ended December 31, 2021 and 2020, respectively. Please see Note 9 —Asset Impairment |
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 | 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 Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) All of the Company’s revenue, during the three months ended March 31, 2022, was derived as rental income from the Company’s THC Park. The majority of the Company’s revenue, during the three months ended March 31, 2021, 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 For the three months ended March 31, 2022 2021 Revenues: Rental income (i) $ 31,841 $ 19,861 Management income (ii) - 202,951 Equipment lease income (ii) - 84,563 Product sales Total $ 31,841 $ 307,375 (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 | 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. 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 For the years ended December 31, 2021 2020 Revenues: Rental income (i) $ 74,003 $ 140,391 Management income (ii) 30,989 587,237 Equipment lease income (ii) 12,912 95,217 Product sales (iii) 123,966 - Total $ 241,870 $ 822,845 (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 (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory for further information. |
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. In addition, the Company sold its luxury suite at the Raiders Stadium and amortizes the income from this sale at each home game. These payments represent contract liabilities and are recorded as such on the balance sheet. As of March 31, 2022 and December 31, 2021, the Company had $ 1,735,000 1,404,444 | 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. In addition, the Company sold its luxury suite at the Raiders Stadium and amortizes the income from this sale at each home game. These payments represent contract liabilities and are recorded as such on the balance sheet. As of December 31, 2021 and 2020, the Company had $ 1,404,444 - |
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% as the Company has not paid any dividends on its common stock and does not anticipate it will pay any dividends in the foreseeable future. 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 Three Months Ended March 31, 2022 and 2021 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) | 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. |
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. | 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. | 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. MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 2 — Summary of Significant Accounting Policies (continued) 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. | 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. |
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 December 31, 2021 and 2020, other current liabilities were $ - 1,328,438 | |
Reclassifications | Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation for the three and nine months ended September 30, 2021. The Company reclassified certain asset accounts (prepaid expenses and property and equipment) on its Balance Sheet. The reclassification had no impact on financial position, net income, or shareholder’s equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Accounts Receivable and Allowance for Doubtful Accounts | Schedule of Accounts Receivable and Allowance for Doubtful Accounts March 31, December 31, Accounts receivable $ 53,781 $ 50,179 Less allowance (34,932 ) (42,190 ) Net accounts receivable $ 18,849 $ 7,989 | Schedule of Accounts Receivable and Allowance for Doubtful Accounts December 31, December 31, Accounts receivable $ 50,179 $ 39,806 Less allowance (42,190 ) (30,345 ) Net accounts receivable $ 7,989 $ 9,461 |
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 Construction in progress Not depreciated Leasehold Improvements Lessor of lease term or 5 years Machinery and Equipment 5 Furniture and Fixtures 5 | 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 Construction in progress 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 For the three months ended March 31, 2022 2021 Revenues: Rental income (i) $ 31,841 $ 19,861 Management income (ii) - 202,951 Equipment lease income (ii) - 84,563 Product sales Total $ 31,841 $ 307,375 (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 | Schedule of Rental Revenue Recognition For the years ended December 31, 2021 2020 Revenues: Rental income (i) $ 74,003 $ 140,391 Management income (ii) 30,989 587,237 Equipment lease income (ii) 12,912 95,217 Product sales (iii) 123,966 - Total $ 241,870 $ 822,845 (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 (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory (iii) Product sales from Company inventory. As part of the termination of the Acres Cultivation, LLC Cultivation and Sales Agreement, the Company was given cannabis available for resale. Sales in 2021 include product sold to third parties and product given in exchange for rent. Please see Note 4 — Inventory for further information. |
Schedule of Investment in Marketable Securities | As of December 31, 2021 and 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 December 31, 2021 December 31, 2020 Marketable securities - 150,000 Total $ - $ 150,000 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Inventory March 31, December 31, Inventory – finished goods (i) $ 1,271,402 $ 1,271,402 Storage inventory (ii)(iii) 498,675 498,675 Less reserve (1,770,077 ) (1,770,077 ) Inventory, net $ - $ - (i) On January 21, 2021, the Company received a Notice of Termination, effective immediately, from Acres Cultivation, LLC. During the year ended December 31, 2021, the Company relocated all of its equipment utilized on the Acres lease to its 260 (ii) On April 14, 2021, the Company entered into a storage work order with TapRoot Labs (“TapRoot”). Under the terms of the work order, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with TapRoot at a rate of $ 6,000 (iii) On April 13, 2021, the Company entered into a Storage & Purchase Agreement (the “Agreement”) with AP Management, LLC (“AP”). Under the terms of the Agreement, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with AP. AP was granted the exclusive right to purchase the Product at a rate of $175/lb for the first 30 days of storage. After 30 days, the Company had the right to make sales to third parties. At March 31, 2022, the Company had 1827 lbs. stored with AP. The Company has elected to reserve the full amount of Product stored with AP as it does not anticipate any future sales will be made. Please see Item 1. Legal Proceedings | Inventory at December 31, 2021 and December 31, 2020 consisted of the following: Schedule of Inventory December 31, December 31, Inventory – finished goods (i) $ 1,271,402 $ - Storage inventory (ii)(iii) 498,675 - Less reserve (1,770,077 ) - Inventory, net $ - $ - (i) On January 21, 2021, the Company received a Notice of Termination, effective immediately, from Acres Cultivation, LLC. During the year ended December 31, 2021, the Company relocated all of its equipment utilized on the Acres lease to its 260 (ii) On April 14, 2021, the Company entered into a storage work order with TapRoot Labs (“TapRoot”). Under the terms of the work order, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with TapRoot at a rate of $ 6,000 (iii) On April 13, 2021, the Company entered into a Storage & Purchase Agreement (the “Agreement”) with AP Management, LLC (“AP”). Under the terms of the Agreement, the Company stored 1827 lbs. of fresh frozen flower (“Product”) with AP. AP was granted the exclusive right to purchase the Product at a rate of $175/lb for the first 30 days of storage. After 30 days, the Company had the right to make sales to third parties. At December 31, 2021, the Company had 1827 lbs. stored with AP. The Company has elected to reserve the full amount of Product stored with AP as it does not anticipate any future sales will be made. Please see Item 3. Legal Proceedings |
Note Receivable (Tables)
Note Receivable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of Note Receivable | Note receivable at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Note Receivable March 31, December 31, Note receivable- GeneRx (i) 500,000 500,000 Total $ 500,000 $ 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 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. As of March 31, 2022, $ 500,000 principal was due on the Note. 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. | Note receivable at December 31, 2021 and December 31, 2020 consisted of the following: Schedule of Note Receivable December 31, 2021 December 31, 2020 Note receivable- GeneRx (i)(ii) $ 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 one year 2 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 80 20 300,000 150,000 50,000 500,000 (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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Property and Equipment March 31, December 31, Leasehold Improvements $ 256,323 $ 654,628 Machinery and Equipment 646,025 244,583 Building and Land 1,650,000 1,650,000 Furniture and Fixtures 566,220 566,220 Total property and equipment 3,118,568 3,115,431 Less: Accumulated depreciation (606,070 ) (536,500 ) Property and equipment, net $ 2,512,498 $ 2,578,931 | Property and Equipment at December 31, 2021 and 2020 consisted of the following: Schedule of Property and Equipment December 31, December 31, Leasehold Improvements $ 654,628 $ 323,281 Machinery and Equipment 244,583 1,087,679 Building and Land 1,650,000 3,150,000 Furniture and Fixtures 566,220 543,366 Total property and equipment 3,115,431 5,104,326 Less: Accumulated depreciation (536,500 ) (948,651 ) Property and equipment, net $ 2,578,931 $ 4,155,675 |
Deposits (Tables)
Deposits (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Deposits Abstract | ||
Schedule of Deposits | Deposits as of March 31, 2022 and December 31, 2021 consist of the following: Schedule of Deposits March 31, 2022 December 31, MJ Distributing, Inc. (i) 1,016,184 1,016,184 Total $ 1,016,184 $ 1,016,184 (i) On February 5, 2021, the Company (the “Purchaser”) executed a Membership Interest Purchase Agreement (“MIPA3”) with MJ Distributing, Inc. (the “Seller”) to acquire all of the outstanding membership interests of MJ Distributing C202, LLC and MJ Distributing P133, LLC, each the holder of a State of Nevada provisional medical and recreational cultivation license and a provisional medical and recreational production license. In consideration of the sale, transfer, assignment and delivery of the Membership Interests to Purchaser, and the covenants made by Seller under the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes, and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars ($ 1,250,000.00 200,000 Purchase Price (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. | Deposits as of December 31, 2021 and 2020 consist of the following: Schedule of Deposits December 31, December 31, MJ Distributing, Inc. (i) $ 1,016,184 $ - MJ Distributing, Inc. (ii) - 64,817 Total $ 1,016,184 $ 64,817 (i) On February 5, 2021, the Company (the “Purchaser”) executed a Membership Interest Purchase Agreement (“MIPA3”) with MJ Distributing, Inc. (the “Seller”) to acquire all of the outstanding membership interests of MJ Distributing C202, LLC and MJ Distributing P133, LLC, each the holder of a State of Nevada provisional medical and recreational cultivation license and a provisional medical and recreational production license. In consideration of the sale, transfer, assignment and delivery of the Membership Interests to Purchaser, and the covenants made by Seller under the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes, and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars ($ 1,250,000.00 ) in cash and/or promissory notes and 200,000 shares of the Company’s restricted common stock, all of which constitutes the consideration agreed to herein for (the “ Purchase Price (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. (ii) On August 28, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Element NV, LLC, an Ohio limited liability company (the “Buyer”), to sell forty-nine percent ( 49 441,000 441,000 3,559,000 The Agreement also requires the Buyer to make a final payment to the Company of $1,000,000 between 90 and 180 days of issuance of the SUP or no later than April 9, 2020. On June 11, 2020, the Company entered into the First Amendment (“First Amendment”) to the Agreement. Under the terms of the First Amendment, the Closing Purchase Price was adjusted to $441,000, the Buyer was required to make a capital contribution (the “Initial Contribution Payment”) to the Target Company in the amount of $120,000 and the Buyer was required to make an additional cash contribution (the Final Contribution Payment”) in the amount of $240,000. As of the date of this filing, the Buyer has failed to make the Final Contribution Payment. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | Notes payable as of March 31, 2022 and December 31, 2021 consist of the following: Schedule of Notes Payable March 31, December 31, $ 896,535 $ 750,000 Note payable bearing interest at 5.0 750,000 $ 896,535 $ 750,000 Note payable bearing interest at 6.5 % originated April 1, 2019, due on March 31, 2022, originally $ 250,000 (ii) 123,604 124,728 Total notes payable $ 1,020,139 $ 874,728 Less: current portion (1,020,139 ) (874,728 ) Long-term notes payable $ - $ - (i) 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 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $ 750,000 0 On February 4, 2022, the Company entered into a Note Modification Agreement (the “Agreement”) with the Holder amending the terms of the Secured Note. The Parties agree that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note is now due (currently Seven-Hundred and Fifty-Thousand Dollars ($ 750,000.00 500,000.00 1,250,000.00 357,342.88 900,000 7 Future payments shall be calculated on a 20-year amortization with a balloon payment in three years 6,977.69 896,535 (ii) On April 1, 2019, the Company executed a promissory note for $ 250,000 6.5 2,178 50,000 the payments shall be re-amortized (15-year amortization). 50,000 123,604 | Notes payable as of December 31, 2021 and 2020 consist of the following: Schedule of Notes Payable December 31, December 31, $ - $ $1,022,565 Note payable bearing interest at 6.50% October 31, 2023 , originally $ 1,100,000 (i) $ - $ $1,022,565 Note payable bearing interest at 5.0% January 31, 2022 750,000 750,000 Note payable bearing interest at 6.5% March 31, 2022 250,000 124,728 234,431 Note payable bearing interest at 9.0 January 16, 2020 150,000 - 100,000 Total notes payable $ 874,728 $ 2,106,996 Less: current portion (874,728 ) (1,185,273 ) Long-term notes payable $ - $ 921,723 (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 6,952.75 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 with FR Holdings LLC, a Wyoming limited liability company. The note accrues interest at 5.0% per annum, payable in regular monthly installments of $ 3,125 , due on or before the same day of each month beginning February 1, 2019 until January 31, 2022 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $ 750,000 0 see Note 19 — Subsequent Events (iii) 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). 50,000 124,728 1,318 (iv) On January 17, 2019, the Company executed a short-term promissory note for $ 150,000 9.0 January 16, 2020 50,000 |
Schedule of Minimum Loan Payments | Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2022 (excluding the three months ended March 31, 2022) $ 1,020,139 2022 - 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 1,020,139 | Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2022 874,728 2023 - 2024 - 2025 - Thereafter - Total minimum loan payments $ 874,728 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 March 31, 2022, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2022 (excluding the three months ended March 31, 2022) 90,000 2022 - 2023 120,000 2024 120,000 2025 120,000 2026 120,000 Thereafter 330,000 Total minimum lease payments $ 900,000 | Future minimal rental and lease commitments under non-cancelable operating leases with terms in excess of one year as of December 31, 2021, are as follows: Schedule of Future Minimum Rental and Lease Commitments Amount Fiscal year ending December 31: 2022 120,000 2023 120,000 2024 120,000 2025 120,000 Thereafter 450,000 Total minimum lease payments $ 930,000 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Options Issued, Exercised and Expired | A summary of the options issued, exercised and expired are below: Schedule of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2021 1,500,000 $ 0.75 1.68 Issued - - - Exercised - - - Expired - - - Balance at March 31, 2022 1,500,000 $ 0.75 1.33 Exercisable at March 31, 2022 1,500,000 $ 0.75 1.33 | A summary of the options issued, exercised and expired are below: Schedule of Options Issued, Exercised and Expired Options: Shares Weighted Avg. Remaining Contractual Life in Years Balance at December 31, 2020 1,510,000 $ 0.76 2.69 Issued - - - Exercised - - - Expired (10,000 ) 1.20 - Balance at December 31, 2021 1,500,000 $ 0.75 1.68 Exercisable at December 31, 2021 1,500,000 $ 0.75 1.68 |
Schedule of Warrants Issued, Exercised and Expired | A summary of the warrants issued, exercised and expired are below: Schedule of Warrants Issued, Exercised and Expired Warrants: Shares Weighted Avg. Remaining Contractual Balance at December 31, 2021 250,000 $ 0.10 3.03 Issued - - - Exercised - - - Expired - - - Balance at March 31, 2022 250,000 $ 0.10 3.0 | A summary of the warrants issued, exercised and expired are below: Schedule 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 3.03 Exercised - - - Expired (1,233,000 ) 0.83 - Balance at December 31, 2021 250,000 $ 0.10 3.03 |
Asset Impairment (Tables)
Asset Impairment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Asset Impairment | Asset impairment as of December 31, 2021 and 2020 consist of the following: Schedule of Asset Impairment December 31, December 31, Smile, LLC (i) 150,000 178,701 Innovation Labs, Ltd. (ii) 250,000 250,000 Coachill Inn, LLC (iii) - 150,000 MJ Distributing, Inc. (iv) - 550,000 Total $ 400,000 $ 1,128,701 (i) On June 7, 2019, Smile, LLC (“Smile”)(the “Borrower”), a Nevada limited liability company, issued a Convertible Promissory Note (the “Note”) in the amount of $ 250,000 100,000 150,000 250,000 6 December 6, 2019 1 6 June 6, 2020 MJ HOLDINGS, INC. and SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021 and December 31, 2020 Note 9 —Asset Impairment (continued) (ii) On June 25, 2019, the Company entered into a Series Post Seed Preferred Stock and Series Post Seed Preferred Unit Investment Agreement (the “Agreement”) with Innovation Labs, Ltd. and Innovation Shares, LLC. Under the terms of the Agreement, the Company purchased 238,096 238,096 250,000 250,000 (iii) In January of 2019, the Company formed Coachill-Inn, LLC (“Coachill-Inn”), a subsidiary of Alternative Hospitality (“AH”), to develop a proposed hotel in Desert Hot Springs, CA. From January through June 2019, the Company was actively engaged in negotiations with the property owner of the proposed location. In June of 2019, Coachill-Inn executed a purchase and sale agreement with Coachillin’ Holdings, LLC (“CHL”) to acquire a 256,132 sq. ft. parcel of land within a 100-acre industrial cannabis park in Desert Hot Springs, CA (the “Property”) to develop the Company’s first hotel project. The purchase price for the property is $ 5,125,000 (iv) In April of 2019, the Company executed a Membership Interest Purchase Agreement (the “MIPA”) to acquire all of the membership interests in two Nevada limited liability companies that are each the holder of a State of Nevada marijuana license. Marijuana Establishment Registration Certificate, Application No. C202 and Marijuana Establishment Registration Certificate, Application No. P133 (collectively the “Certificates”). The terms of the MIPA required the Company to purchase the licenses for the total sum of $ 1,250,000 750,000 500,000 250,000 500,000 2 As of the date of this filing, the Company has made deposits totaling $550,000. The Company was required to issue 1,000,000 of shares of its restricted common stock in fulfillment of its obligations in the MIPA. As of the date of this filing, these shares have not been issued. The Company also executed a $750,000 long term note (the “LT Note”) in favor of the current license holders that becomes due and payable upon the earliest of a) six months after the transfer of the Certificates to the Company, or b) six months after the production/cultivation is declared fully operational by the applicable regulatory agencies, or c) March 10, 2020. On February 19, 2020, the Company was put on notice by the Seller that it is in default under the terms of the MIPA. pursuant to the terms of the MIPA, the Company was required to enter into a $15,000 per month sub-lease (retroactive to March 1, 2019) for the 10-acre cultivation/production facility located in Pahrump, Nye County, NV and install a mobile production trailer. The Company failed to make the required payments under the MIPA and the Agreement was terminated. The Company and has no recourse to recover its deposit. |
Notes Payable _ related parti_2
Notes Payable – related parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable Related Parties | |
Schedule of Notes Payable Related Parties | Notes payable – related parties as of December 31, 2021 and 2020 consist of the following: Schedule of Notes Payable Related Parties December 31, December 31, December 31, December 31, Notes payable - 110,405 Notes payable, related party, bearing interest at 9.0 February 19, 2021 110,405 (i) - 110,405 Notes payable, related party, bearing interest at 9.0 March 30, 2021 90,000 (ii) - 90,000 Note payable bearing interest at 0.0 100,000 (iii) - 100,000 Total notes payable – related parties $ - $ 300,405 Less: current portion - (300,405 ) Long-term notes payable – related parties $ - $ - (i) 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 February 19, 2021 9% 825 1,233 (ii) 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 March 30, 2021 9% 675 (iii) On January 14, 2021, the Company entered into a Debt Conversion and Stock Purchase Agreement (the “Agreement”) with David Dear (the “Investor”), a director of the Company. Under the terms of the Agreement, the Company issued 526,316 100,000 |
Gain on Disposal of Subsidiary
Gain on Disposal of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Gain On Disposal Of Subsidiary | |
Schedule of Assets and Liabilities of Discontinued Operations | The table below shows the assets and liabilities that the Company was relieved of in the transaction: Schedule of Assets and Liabilities of Discontinued Operations August 27, 2021 Assets: Deposits $ 38,663 Property and equipment, net 143,507 Intangible assets 300,000 Right of use asset 1,105,735 Total assets $ 1,587,875 Liabilities: Operating lease liability $ (1,251,964 ) Deposits (538,921 ) Accrued expense (134,540 ) Total liabilities $ (1,925,425 ) (Gain) on divestiture $ (337,551 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes differs from the amounts which would result from applying the federal statutory rate of 21 Schedule of Provision for Income Taxes December 31, December 31, Computed “expected” income tax benefit $ 799,540 (832,569 ) Change in valuation allowance - 832,569 Stock-based compensation and services 46,912 - Non-deductible expenses-Section 280E 71,741 - NOL utilization (641,193 ) - Provision for income taxes $ 277,000 - |
Schedule of Components of Deferred Tax Assets and Liabilities | Schedule of Components of Deferred Tax Assets and Liabilities 2021 2020 Deferred tax assets: Federal and state NOL carryforward $ 2,901,805 3,489,562 Other intangibles - 63,000 Deferred expenses - 149,894 Deferred tax assets 2,901,805 3,702,456 Less: Valuation allowance (2,901,805 ) (3,702,456 ) Net deferred tax assets $ - - |
Nature of the Business (Details
Nature of the Business (Details Narrative) - shares | Dec. 15, 2017 | Jan. 10, 2017 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of common stocks exchanged during period | 52,732,969 | |
MJ Real Estate Partners [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of common stocks exchanged during period | 1,800,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 53,781 | $ 50,179 | $ 39,806 |
Less allowance | (34,932) | (42,190) | (30,345) |
Net accounts receivable | $ 18,849 | $ 7,989 | $ 9,461 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and Fixtures | 12 years | 12 years |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives, description | Not depreciated | Not depreciated |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives, description | Not depreciated | 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 | Lessor of lease term or 5 years |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and Fixtures | 5 years | 5 years |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and Fixtures | 5 years | 5 years |
Schedule of Rental Revenue Reco
Schedule of Rental Revenue Recognition (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Accounting Policies [Abstract] | |||||||||
Rental income (i) | $ 31,841 | [1] | $ 19,861 | [1] | $ 74,003 | [2] | $ 140,391 | [2] | |
Management income (ii) | [3] | 202,951 | [3] | 30,989 | [4] | 587,237 | [4] | ||
Equipment lease income (ii) | [3] | 84,563 | [3] | 12,912 | [4] | 95,217 | [4] | ||
Product sales | [5] | 123,966 | |||||||
Total | $ 31,841 | $ 307,375 | $ 241,870 | $ 822,845 | |||||
[1]The rental income is from the Company’s THC Park.[2]The rental income is from the Company’s THC Park.[3]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 85 April 2026 see Note 4 — Inventory for further information. |
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] | |
Revenue payable | 85% |
Expiration date | 2026-04 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Feb. 17, 2021 | Aug. 13, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment, Long-Lived Asset, Held-for-Use | $ 14,845 | $ 18,345 | ||||
Contract with customer liability | 1,735,000 | 1,404,444 | ||||
Gain on sale of investment | $ 10,207,429 | 10,207,429 | ||||
Other current liabilities | $ 1,328,438 | |||||
Expected dividend yield | 0% | |||||
Stock Purchase Agreement | Healthier Choices Management Corp [Member] | ||||||
Number of common stock shares purchased | 1,500,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 85,714 | |||||
Purchase price of shares purchased | $ 150,000 | |||||
Stock Purchase Agreement | ATG Holdings, LLC [Member] | ||||||
Number of common stock shares purchased | 1,500,000,000 | |||||
Purchase price of shares purchased | $ 200,000 | |||||
Gain on sale of investment | $ 9,857,429 | |||||
Stockholder [Member]. | ||||||
Non-controlling interest percentage | 49% | 49% | ||||
Alternative Hospitality, Inc [Member] | ||||||
Equity Method Investment, Ownership Percentage | 51% | 51% | ||||
Healthier Choices Management Corp Agreement [Member] | ||||||
Equity Method Investment, Ownership Percentage | 5% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 18,193,111 | $ 16,472,629 | $ 20,002,960 | |
Cash flows from operations | 930,110 | $ 2,685,338 | 4,657,679 | 186,365 |
Net income | $ (1,720,482) | $ 7,240,183 | 3,530,331 | $ (3,973,128) |
Working capital | 857,542 | |||
Cash and cash equivalents | $ 4,699,372 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Inventory Disclosure [Abstract] | ||||||
Inventory - finished goods | $ 1,271,402 | [1] | $ 1,271,402 | [1],[2] | [2] | |
Storage inventory | 498,675 | [3],[4] | 498,675 | [3],[4],[5],[6] | [5],[6] | |
Less reserve | (1,770,077) | (1,770,077) | ||||
Inventory, net | ||||||
[1]On January 21, 2021, the Company received a Notice of Termination, effective immediately, from Acres Cultivation, LLC. During the year ended December 31, 2021, the Company relocated all of its equipment utilized on the Acres lease to its 260 260 see Item 1. Legal Proceedings 6,000 see Item 3. Legal Proceedings 6,000 |
Schedule of Inventory (Detail_2
Schedule of Inventory (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended | ||||
Apr. 14, 2021 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 21, 2021 a | |
Inventory Disclosure [Abstract] | ||||||
Lease acres | a | 260 | |||||
Rent payable | $ | $ 6,000 | $ 30,000 | $ 60,937 | $ 88,717 | $ 341,129 |
Schedule of Note Receivable (De
Schedule of Note Receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||||
Total | $ 500,000 | $ 500,000 | $ 500,000 | |||||
GeneRx [Member] | ||||||||
Total | $ 500,000 | [1] | $ 500,000 | [2],[3] | $ 500,000 | [1] | [2],[3] | |
[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 $[2]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 one year 2 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 80 20 300,000 150,000 50,000 500,000 |
Schedule of Note Receivable (_2
Schedule of Note Receivable (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended | |||||||
Apr. 07, 2021 USD ($) | Apr. 02, 2021 USD ($) | Mar. 15, 2021 USD ($) | Mar. 12, 2021 USD ($) d $ / shares | Dec. 06, 2019 | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Short-Term Debt [Line Items] | |||||||||
Debt face amount | $ 500,000 | $ 500,000 | |||||||
Debt instrument term | 6 months | ||||||||
Notes payable | $ 50,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||
Convertible Debt [Member] | GeneRx [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt face amount | $ 300,000 | ||||||||
Debt instrument term | 1 year | ||||||||
Debt instrument interest rate | 2% | ||||||||
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 $1.00 | ||||||||
Debt convertible conversion | $ / shares | $ 1 | ||||||||
Interest rate | 80% | ||||||||
Trading days | d | 20 |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,118,568 | $ 3,115,431 | $ 5,104,326 |
Less: Accumulated depreciation | (606,070) | (536,500) | (948,651) |
Property and equipment, net | 2,512,498 | 2,578,931 | 4,155,675 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 256,323 | 654,628 | 323,281 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 646,025 | 244,583 | 1,087,679 |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,650,000 | 1,650,000 | 3,150,000 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 566,220 | $ 566,220 | $ 543,366 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment Effects on Earnings Per Share [Line Items] | ||||
Depreciation | $ 42,394 | $ 97,470 | ||
Property, Plant and Equipment [Member] | ||||
Impairment Effects on Earnings Per Share [Line Items] | ||||
Depreciation | $ 42,394 | $ 97,470 | $ 293,937 | $ 453,887 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Aug. 01, 2021 | Jul. 29, 2021 | Dec. 15, 2017 | Oct. 31, 2016 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of common stocks, exchanged during period | 52,732,969 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Note payable | $ 900,000 | $ 1,020,139 | $ 874,728 | $ 2,106,996 | |||
Civil penalty amount | $ 10,000 | ||||||
Short-term loan, amount | 40,165 | ||||||
Civil penalty amount | $ 10,000 | ||||||
Red Earth LLC [Member] | Maximum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Outstanding membership interests acquired percentage | 100% | ||||||
Red Earth LLC [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of common stocks, exchanged during period | 52,732,969 | ||||||
Common stock par value | $ 0.001 | ||||||
Note payable | $ 900,000 | ||||||
Debt Instrument, Interest Rate During Period | 12% | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 18% | ||||||
Short-term loan, amount | $ 40,165 | $ 40,165 | |||||
Red Earth LLC [Member] | Maximum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Debt Instrument, Periodic Payment | $ 7,500 | ||||||
Red Earth LLC [Member] | Minimum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Debt Instrument, Periodic Payment | $ 5,000 | ||||||
Red Earth LLC [Member] | Provisional Grow License [Member] | Asset Purchase and Sale Agreement [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Agreement amount received from seller | $ 300,000 | ||||||
Payment for deposit | $ 25,000 |
Schedule of Deposits (Details)
Schedule of Deposits (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Total | $ 1,016,184 | $ 1,016,184 | $ 64,817 | ||
MJ Distributing, Inc.[Member] | |||||
Total | $ 1,016,184 | [1] | 1,016,184 | [1] | |
MJ Distributing, Inc.Two [Member] | |||||
Total | $ 64,817 | ||||
[1]On February 5, 2021, the Company (the “Purchaser”) executed a Membership Interest Purchase Agreement (“MIPA3”) with MJ Distributing, Inc. (the “Seller”) to acquire all of the outstanding membership interests of MJ Distributing C202, LLC and MJ Distributing P133, LLC, each the holder of a State of Nevada provisional medical and recreational cultivation license and a provisional medical and recreational production license. In consideration of the sale, transfer, assignment and delivery of the Membership Interests to Purchaser, and the covenants made by Seller under the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes, and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars ($ 1,250,000.00 200,000 Purchase Price (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. |
Schedule of Deposits (Details)
Schedule of Deposits (Details) (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Aug. 30, 2019 | Aug. 28, 2019 | Dec. 31, 2021 | |
Membership Interest Purchase Agreement [Member] | Buyer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of ownership, percentage | 49% | |||
Proceeds from sale of ownership | $ 441,000 | |||
Membership Interest Purchase Agreement [Member] | MJ Distributing, Inc.[Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash distributions paid | $ 1,250,000 | |||
Net of forfeitures shares | 200,000 | |||
Distribution payment description | (i) a non-refundable down payment in the amount of $300,000 was made on January 15, 2021, (ii) the second payment in the amount of $200,000 was made on February 5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22, 2021 ($210,000 was a pre-payment against future compensation due under the MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. | |||
MIPA [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment for acquisition | $ 441,000 | |||
MIPA [Member] | Buyer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment for acquisition | $ 3,559,000 | |||
Agreement, description | The Agreement also requires the Buyer to make a final payment to the Company of $1,000,000 between 90 and 180 days of issuance of the SUP or no later than April 9, 2020. On June 11, 2020, the Company entered into the First Amendment (“First Amendment”) to the Agreement. Under the terms of the First Amendment, the Closing Purchase Price was adjusted to $441,000, the Buyer was required to make a capital contribution (the “Initial Contribution Payment”) to the Target Company in the amount of $120,000 and the Buyer was required to make an additional cash contribution (the Final Contribution Payment”) in the amount of $240,000. As of the date of this filing, the Buyer has failed to make the Final Contribution Payment. |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2017 | ||||
Short-Term Debt [Line Items] | ||||||||
Total notes payable | $ 1,020,139 | $ 874,728 | $ 2,106,996 | $ 900,000 | ||||
Less: current portion | (1,020,139) | (874,728) | (1,185,273) | |||||
Long-term notes payable | ||||||||
Less: current portion | (874,728) | (1,185,273) | ||||||
Long-term notes payable | 921,723 | |||||||
Note Payable Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total notes payable | 896,535 | [1] | 750,000 | [1],[2] | 750,000 | [2] | ||
Note Payable Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total notes payable | 123,604 | [3] | 124,728 | [3],[4] | 234,431 | [4] | ||
Note Payable One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total notes payable | $ 896,535 | [5] | 1,022,565 | [5] | ||||
Note Payable Four [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total notes payable | [6] | $ 100,000 | ||||||
[1]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 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $ 750,000 0 On February 4, 2022, the Company entered into a Note Modification Agreement (the “Agreement”) with the Holder amending the terms of the Secured Note. The Parties agree that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note is now due (currently Seven-Hundred and Fifty-Thousand Dollars ($ 750,000.00 500,000.00 1,250,000.00 357,342.88 900,000 7 Future payments shall be calculated on a 20-year amortization with a balloon payment in three years 6,977.69 896,535 250,000 6.5 2,178 50,000 the payments shall be re-amortized (15-year amortization). 50,000 123,604 150,000 9.0 January 16, 2020 50,000 10,000 1,500,000 1,100,000 30 years 6.5 6,952.75 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 1,627,500 250,000 6.5% 2,178 beginning May 1, 2019 until March 31, 2020 50,000 the payments shall be re-amortized (15-year amortization). 50,000 124,728 1,318 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 02, 2022 USD ($) | Feb. 04, 2022 USD ($) | Jan. 12, 2021 USD ($) | Dec. 06, 2019 | Apr. 02, 2019 USD ($) | Jan. 17, 2019 USD ($) | Nov. 02, 2018 USD ($) | Sep. 21, 2018 USD ($) ft² | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 15, 2017 USD ($) | |||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 500,000 | $ 500,000 | ||||||||||||||
Secured note principal amount | 1,020,139 | 874,728 | ||||||||||||||
Notes Payable | 1,020,139 | 874,728 | $ 2,106,996 | $ 900,000 | ||||||||||||
Debt maturity date | Jun. 06, 2020 | |||||||||||||||
Sale of commercial building | $ 1,627,500 | 1,627,500 | ||||||||||||||
FR Holdings, LLC [Member] | Note Modification Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 900,000 | |||||||||||||||
Secured note | 750,000 | |||||||||||||||
Consulting fee | 500,000 | |||||||||||||||
Secured note principal amount | 1,250,000 | |||||||||||||||
Payments for debt | $ 357,342.88 | |||||||||||||||
Debt percentage | 7% | |||||||||||||||
Payments terms description | Future payments shall be calculated on a 20-year amortization with a balloon payment in three years | |||||||||||||||
Principal payments | $ 6,977.69 | |||||||||||||||
Prescott Management LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 6.50% | |||||||||||||||
Debt instrument monthly installments | $ 6,952.75 | |||||||||||||||
Debt instrument maturity date, description | beginning on November 1, 2018, and continuing on the same day of each month thereafter until October 31, 2019 | |||||||||||||||
Payments to acquire land | $ 1,100,000 | |||||||||||||||
Amortizing period | 30 years | |||||||||||||||
Sale of commercial building | $ 1,627,500 | |||||||||||||||
Prescott Management LLC [Member] | Office Building [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Area of land | ft² | 10,000 | |||||||||||||||
Payments to acquire land | $ 1,500,000 | |||||||||||||||
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] | ||||||||||||||||
Principal amount | 986,438 | |||||||||||||||
Debt instrument monthly installments | $ 6,559 | |||||||||||||||
Debt instrument maturity date, description | beginning on November 1, 2019 and continuing until October 31, 2023 | |||||||||||||||
Promissory Note [Member] | John T. Jacobs and Teresa D. Jacobs [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 6.50% | |||||||||||||||
Principal amount | $ 250,000 | 123,604 | 124,728 | |||||||||||||
Debt instrument monthly installments | $ 2,178 | |||||||||||||||
Debt instrument maturity date, description | beginning May 1, 2019 until March 31, 2020 | |||||||||||||||
Interest payable | 1,318 | |||||||||||||||
Debt maturity date | Mar. 31, 2022 | |||||||||||||||
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 instrument monthly installments | $ 3,125 | |||||||||||||||
Promissory Note [Member] | FR Holdings, LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 5% | |||||||||||||||
Principal amount | $ 750,000 | 750,000 | ||||||||||||||
Debt instrument monthly installments | $ 3,125 | |||||||||||||||
Debt instrument maturity date, description | beginning February 1, 2019 until January 31, 2022 at which the entire principal and any then accrued interest thereon shall be due and payable. As of December 31, 2021, $750,000 principal and $0 interest remain due. | |||||||||||||||
Interest payable | 0 | |||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||
Promissory Note [Member] | Roll Holdings LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 9% | |||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||
Principal payments | $ 50,000 | |||||||||||||||
Debt maturity date | Jan. 16, 2020 | |||||||||||||||
Note Payable One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest rate | 6.50% | |||||||||||||||
Principal amount | $ 1,100,000 | |||||||||||||||
Notes Payable | $ 896,535 | [1] | $ 1,022,565 | [1] | ||||||||||||
Debt maturity date | Oct. 31, 2023 | |||||||||||||||
[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 6,952.75 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 |
Schedule of Minimum Loan Paymen
Schedule of Minimum Loan Payments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (excluding the three months ended March 31, 2022) | $ 1,020,139 | |
2022 | $ 874,728 | |
2023 | ||
2024 | ||
2025 | ||
Thereafter | ||
Total minimum loan payments | $ 1,020,139 | $ 874,728 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental and Lease Commitments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (excluding the three months ended March 31, 2022) | $ 90,000 | |
2022 | $ 120,000 | |
2023 | 120,000 | 120,000 |
2024 | 120,000 | 120,000 |
2026 | 120,000 | |
Thereafter | 330,000 | 450,000 |
Total minimum lease payments | $ 900,000 | 930,000 |
2025 | $ 120,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 03, 2021 | Sep. 30, 2021 USD ($) shares | May 12, 2021 shares | Apr. 14, 2021 USD ($) | Apr. 07, 2021 USD ($) | Mar. 09, 2021 USD ($) | Oct. 01, 2020 USD ($) shares | Sep. 15, 2020 USD ($) shares | Sep. 01, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Mar. 26, 2021 USD ($) | Jun. 24, 2019 ft² a | |
Stock awarded options to purchase | shares | ||||||||||||||||
Stock option exercisable price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||
Stock issued | $ 50,000 | $ 50,000 | $ 124,535 | |||||||||||||
Operating lease description | The Company leases a two production / warehouse facility under a non-cancelable operating lease that expires in June 2027 and September 2029, respectively | |||||||||||||||
Operating Lease, Right-of-Use Asset | 1,979,181 | |||||||||||||||
Operating Lease, Payments | ||||||||||||||||
Lessee, Operating Lease, Remaining Lease Term | 4 years 2 months 12 days | 4 years 6 months | ||||||||||||||
Payments for Rent | $ 6,000 | $ 30,000 | $ 60,937 | $ 88,717 | $ 341,129 | |||||||||||
Lessee, Operating Lease, Term of Contract | 10 years | |||||||||||||||
Operating leases liability | $ 769,684 | |||||||||||||||
Operating Lease, Lease Income, Lease Payments | 109,393 | |||||||||||||||
Operating Lease, Expense | $ 205,636 | |||||||||||||||
Lessee, Operating Lease, Discount Rate | 4.50% | |||||||||||||||
Loss contingency allegations | the Plaintiffs allege that the Defendants have not honored the 2018 Agreements negotiated between the Plaintiffs and Defendants and that MJ Holdings, Inc. has failed to issue an additional $125,000 in stock due to the Plaintiffs as was agreed to in writing and the Defendants have failed to start the Western Project. | |||||||||||||||
Excess alleged damages | $ 15,000 | |||||||||||||||
Pahrump NV [Member] | ||||||||||||||||
Payments for Rent | $ 10,000 | |||||||||||||||
Pahrump NV [Member] | Office Building [Member] | ||||||||||||||||
Area of Land | ft² | 17,000 | |||||||||||||||
Pahrump NV [Member] | Lands [Member] | ||||||||||||||||
Area of Land | a | 3.92 | |||||||||||||||
Non-Cancelable Operating Lease [Member] | ||||||||||||||||
Operating Lease, Liability | 686,274 | |||||||||||||||
Operating Lease, Right-of-Use Asset | $ 0 | |||||||||||||||
Bernard Moyle [Member] | ||||||||||||||||
Stock awarded options to purchase | shares | 500,000 | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Consideration of past compensation | $ 15,000 | |||||||||||||||
Shares issued for compensation | shares | 15,000 | 15,000 | ||||||||||||||
Former Secretary and President [Member] | ||||||||||||||||
Consideration of past compensation | $ 501,085 | |||||||||||||||
Payment made for wage claim | $ 62,392 | |||||||||||||||
Former Secretary and President [Member] | Wages [Member] | ||||||||||||||||
Payment made for wage claim | 59,583 | |||||||||||||||
Former Secretary and President [Member] | Accrued Vacation [Member] | ||||||||||||||||
Payment made for wage claim | $ 2,854 | |||||||||||||||
Employment Agreement [Member] | ||||||||||||||||
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 | ||||||||||||||
Term of employment agreement | 6 months | |||||||||||||||
Annual base compensation | $ 24,000 | $ 105,000 | ||||||||||||||
Annual discretionary bonus percentage | 400% | 100% | ||||||||||||||
Stock reserved for future issuance | shares | 667,000 | |||||||||||||||
Consideration of past compensation | $ 224,000 | |||||||||||||||
Stock awarded options to purchase | shares | 500,000 | 500,000 | ||||||||||||||
Stock option exercisable price | $ / shares | $ 0.75 | |||||||||||||||
Employment Agreement [Member] | Bernard Moyle [Member] | ||||||||||||||||
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 (3) years (the “Term”) commencing on September 15, 2020. | |||||||||||||||
Annual base compensation | $ 60,000 | |||||||||||||||
Annual discretionary bonus percentage | 200% | |||||||||||||||
Stock reserved for future issuance | shares | 500,000 | |||||||||||||||
Stock awarded options to purchase | shares | 500,000 | |||||||||||||||
Stock option exercisable price | $ / shares | $ 0.75 | |||||||||||||||
Employment Agreement [Member] | Chief Cultivation Officer [Member] | ||||||||||||||||
Term of employment agreement | 3 years | |||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||||||
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% | |||||||||||||||
Stock awarded options to purchase | shares | 500,000 | |||||||||||||||
Stock option exercisable price | $ / shares | $ 0.75 | |||||||||||||||
Employment Agreement [Member] | Secretary/Treasurer [Member] | Bernard Moyle [Member] | ||||||||||||||||
Term of employment agreement | 3 years | |||||||||||||||
Board of Directors Services Agreement [Member] | ||||||||||||||||
Dividends payable | $ 3,750 | |||||||||||||||
Board of Directors Services Agreement [Member] | Directors [Member] | ||||||||||||||||
Stock issued | $ 15,000 | $ 15,000 | ||||||||||||||
Stock issued | shares | 15,000 | 15,000 | ||||||||||||||
Cooperation And Release Agreement [Member] | Mr Groberg [Member] | ||||||||||||||||
Shares retained | shares | 100,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2021 | Jul. 30, 2021 | Jul. 21, 2021 | Jun. 21, 2021 | Jun. 14, 2021 | Jun. 04, 2021 | Apr. 24, 2021 | Mar. 29, 2021 | Mar. 08, 2021 | Dec. 14, 2020 | Apr. 07, 2020 | Mar. 31, 2020 | Feb. 11, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Common stock shares authorized | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares outstanding | 71,501,667 | 71,501,667 | 71,501,667 | 68,613,541 | ||||||||||||||
Common stock shares issued | 71,501,667 | 71,501,667 | 71,501,667 | 68,613,541 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | $ 50,000 | $ 124,535 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 135,000 | $ 307,679 | $ 398,466 | |||||||||||||||
Related Party [Member] | Debt Conversion and Stock Purchase Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 526,316 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 410,000 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | |||||||||||||||||
Former Chief Financial Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 32,000 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 13,514 | |||||||||||||||||
Consultant for Services [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 300,000 | |||||||||||||||||
Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 333,334 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 96,501 | |||||||||||||||||
Three Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 90,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 24,300 | |||||||||||||||||
Secretary and President [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 250,000 | |||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 31,251 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 18,562 | |||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 20,000 | |||||||||||||||||
Secretary Employment Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 500,000 | |||||||||||||||||
Interim Chief Financial Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 500,000 | |||||||||||||||||
Interim Chief Executive Officer [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 250,000 | |||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,402,279 | |||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 200,000 | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | 2,500 | ||||||||||||||
Preferred stock, par value | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Conversion price | $ 0.75 | $ 0.75 | $ 0.75 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | Holder [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Ownership percentage | 4.99% | 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 | 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 [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 263,158 | 263,158 | 1,402,279 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 263 | $ 263 | $ 1,402 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 225,000 | 892,667 | 1,736,251 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 225 | $ 893 | $ 1,736 | |||||||||||||||
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, New Issues | 1,000,000 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 630,000 | |||||||||||||||||
Common Stock [Member] | Related Party [Member] | Debt Conversion and Stock Purchase Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 263,158 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 205,263 | |||||||||||||||||
Common Stock [Member] | Related Party [Member] | Debt Conversion and Stocks Purchase Agreement [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 225,000 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | |||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,500 | |||||||||||||||||
Common Stock One [Member] | Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 29,495 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 12,093 | |||||||||||||||||
Common Stock One [Member] | Consultant for Services [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 62,333 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 25,089 | |||||||||||||||||
Common Stock Two [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,500 | |||||||||||||||||
Common Stock Two [Member] | Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 43,245 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 17,730 | |||||||||||||||||
Common Stock Two [Member] | Consultant for Services [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 30,000 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 12,075 | $ 48,300 | ||||||||||||||||
Common Stock Two [Member] | Employee for Past due Wages [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | |||||||||||||||||
Common Stock Three [Member] | Board of Directors [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 43,245 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 17,730 | |||||||||||||||||
Common Stock Three [Member] | Employee for Past due Wages [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 24,150 | |||||||||||||||||
Common Stock Four [Member] | Employee for Past due Wages [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 30,000 | |||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 12,075 |
Basic and Diluted Earnings (L_2
Basic and Diluted Earnings (Loss) per Common Share (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) attributable to common stockholders per share: | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,500,000 | 1,500,000 |
Schedule of Options Issued, Exe
Schedule of Options Issued, Exercised and Expired (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Options, Beginning Balance | 1,500,000 | 1,510,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 0.75 | $ 0.76 | |
Remaining Contractual Life in Years,Ending Balance | 1 year 3 months 29 days | 1 year 8 months 4 days | 2 years 8 months 8 days |
Options, Issued | |||
Weighted Average Exercise Price, Issued | |||
Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Options, Expired | 10,000 | ||
Weighted Average Exercise Price, Expired | $ 1.20 | ||
Options, Ending Balance | 1,500,000 | 1,500,000 | 1,510,000 |
Weighted Average Exercise Price, Ending Balance | $ 0.75 | $ 0.75 | $ 0.76 |
Options, Exercisable, Ending Balance | 1,500,000 | 1,500,000 | |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ 0.75 | $ 0.75 | |
Remaining Contractual Life in Years,Ending Balance | 1 year 3 months 29 days | 1 year 8 months 4 days | |
Options, Expired | (10,000) |
Schedule of Warrants Issued, Ex
Schedule of Warrants Issued, Exercised and Expired (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Warrants Shares, Beginning Balance | 250,000 | 1,233,000 | |
Weighted Avg. Exercise Price Warrant, Beginning Balance | $ 0.10 | $ 0.83 | |
Remaining Contractual Life in Years, Ending Balance | 3 years | 3 years 10 days | 4 months 24 days |
Warrants Shares, Issued | 250,000 | ||
Weighted Avg. Exercise Price Warrant, Issued | $ 0.10 | ||
Warrants Shares, Exercised | |||
Weighted Avg. Exercise Price Warrant, Exercised | |||
Warrants Shares, Expired | (1,233,000) | ||
Weighted Avg. Exercise Price Warrant, Expired | $ 0.83 | ||
Warrants Shares, Ending Balance | 250,000 | 250,000 | 1,233,000 |
Weighted Avg. Exercise Price Warrant, Ending Balance | $ 0.10 | $ 0.10 | $ 0.83 |
Remaining Contractual Life in Years, Issued | 3 years 10 days |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 15, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of option granted, shares | ||||||
Option exercise price per | ||||||
Options outstanding | 1,500,000 | 1,500,000 | 1,510,000 | |||
Class of Warrant or Right, Outstanding | 250,000 | 250,000 | 1,233,000 | |||
Warrant [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jun. 05, 2019 | |||||
Warrants and Rights Outstanding, Maturity Date | Jun. 04, 2021 | |||||
Warrant Two [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Warrants exercise price | $ 1 | |||||
Percentage to acquire additonal common stock for offering warrants | 10% | |||||
Warrant One [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Warrants exercise price | $ 0.65 | |||||
Common Stock Purchase Warrant Agreement [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Warrant to purchase common stock | 250,000 | |||||
Warrants exercise price | $ 0.10 | |||||
Warrant term | 4 years | |||||
Paris Balaouras [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of option granted, shares | 500,000 | |||||
Option exercise price per | $ 0.75 | |||||
Roger Bloss [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of option granted, shares | 500,000 | |||||
Option exercise price per | $ 0.75 | |||||
Options term | three | |||||
Bernard Moyle [Member] | ||||||
Defined Benefit Plan Disclosure [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) - USD ($) | 12 Months Ended | ||||||||
Aug. 01, 2021 | Jan. 14, 2021 | Mar. 31, 2020 | Feb. 20, 2020 | Dec. 06, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Dec. 10, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | |||||||
Debt Instrument, Maturity Date | Jun. 06, 2020 | ||||||||
Short term debt | 40,165 | ||||||||
Proceeds from Issuance of Common Stock | $ 124,535 | ||||||||
Stock Purchase Agreement | Investor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 526,316 | ||||||||
Short term debt | $ 100,000 | ||||||||
Shares, Issued | 263,148 | ||||||||
Shares Issued, Price Per Share | $ 0.19 | ||||||||
Proceeds from Issuance of Common Stock | $ 50,000 | ||||||||
Red Earth LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt interest rate, per annum | 12% | ||||||||
Debt interest increase | 18% | ||||||||
Short term debt | $ 40,165 | $ 40,165 | |||||||
Red Earth LLC [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service costs per month | $ 5,000 | ||||||||
Red Earth LLC [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service costs per month | $ 7,500 | ||||||||
Pyrros One, LLC [Member] | Alternative Hospitality, Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 110,405 | ||||||||
Debt Instrument, Maturity Date | Feb. 19, 2021 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||
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 | ||||||||
Pyrros One, LLC [Member] | Condo Highrise Management, LLC [Member] | Short-term Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 90,000 | ||||||||
Debt Instrument, Maturity Date | Mar. 30, 2021 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||
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 |
Schedule of Investment in Marke
Schedule of Investment in Marketable Securities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Events [Abstract] | ||
Marketable securities | $ 150,000 | |
Total | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 15, 2022 | Jul. 08, 2022 | Apr. 18, 2022 | Mar. 02, 2022 | Feb. 04, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 135,000 | $ 307,679 | $ 398,466 | |||||||
Secured note principal amount | $ 874,728 | $ 1,020,139 | 874,728 | |||||||
Principal amount | $ 500,000 | 500,000 | $ 500,000 | |||||||
Note Modification Agreement [Member] | FR Holdings, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Secured note | $ 750,000 | |||||||||
Consulting fee | 500,000 | |||||||||
Secured note principal amount | 1,250,000 | |||||||||
Payments for debt | 357,342.88 | |||||||||
Principal amount | $ 900,000 | |||||||||
Debt percentage | 7% | |||||||||
Payments terms description | Future payments shall be calculated on a 20-year amortization with a balloon payment in three years | |||||||||
Debt Instrument, Periodic Payment | $ 6,977.69 | |||||||||
Subsequent Event [Member] | MJH Research, Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Net assets and liabilities | $ 5,000 | |||||||||
Businss acquisition consideration transferred to intellectual property | $ 1,955,000 | |||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 100,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 7,000,000 | |||||||||
Subsequent Event [Member] | Note Modification Agreement [Member] | FR Holdings, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Secured note | $ 750,000 | |||||||||
Consulting fee | 500,000 | |||||||||
Secured note principal amount | 1,250,000 | |||||||||
Payments for debt | 357,342.88 | |||||||||
Principal amount | $ 900,000 | |||||||||
Debt percentage | 700% | |||||||||
Payments terms description | Future payments shall be calculated on a 20-year amortization with a balloon payment in three years. | |||||||||
Debt Instrument, Periodic Payment | $ 6,977.69 | |||||||||
Three Directors [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued | 90,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 24,300 | |||||||||
Three Directors [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued | 45,000 | 45,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 12,128 | $ 13,500 |
Schedule of Asset Impairment (D
Schedule of Asset Impairment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Impairment, Long-Lived Asset, Held-for-Use | $ 14,845 | $ 18,345 | ||
Total | 400,000 | 1,128,701 | ||
Smile L L C [Member] | ||||
Impairment, Long-Lived Asset, Held-for-Use | [1] | 150,000 | 178,701 | |
Innovation Labs Ltd [Member] | ||||
Impairment, Long-Lived Asset, Held-for-Use | [2] | 250,000 | 250,000 | |
Coachill-Inn, LLC [Member] | ||||
Impairment, Long-Lived Asset, Held-for-Use | [3] | 150,000 | ||
MJ Distributing, Inc.[Member] | ||||
Impairment, Long-Lived Asset, Held-for-Use | [4] | $ 550,000 | ||
[1]On June 7, 2019, Smile, LLC (“Smile”)(the “Borrower”), a Nevada limited liability company, issued a Convertible Promissory Note (the “Note”) in the amount of $ 250,000 100,000 150,000 250,000 6 December 6, 2019 1 6 June 6, 2020 238,096 238,096 250,000 250,000 acquire a 256,132 sq. ft. parcel of land within a 100-acre industrial cannabis park in Desert Hot Springs, CA (the “Property”) to develop the Company’s first hotel project. The purchase price for the property is $ 5,125,000 1,250,000 750,000 500,000 250,000 500,000 2 As of the date of this filing, the Company has made deposits totaling $550,000. The Company was required to issue 1,000,000 of shares of its restricted common stock in fulfillment of its obligations in the MIPA. As of the date of this filing, these shares have not been issued. The Company also executed a $750,000 long term note (the “LT Note”) in favor of the current license holders that becomes due and payable upon the earliest of a) six months after the transfer of the Certificates to the Company, or b) six months after the production/cultivation is declared fully operational by the applicable regulatory agencies, or c) March 10, 2020. On February 19, 2020, the Company was put on notice by the Seller that it is in default under the terms of the MIPA. pursuant to the terms of the MIPA, the Company was required to enter into a $15,000 per month sub-lease (retroactive to March 1, 2019) for the 10-acre cultivation/production facility located in Pahrump, Nye County, NV and install a mobile production trailer. The Company failed to make the required payments under the MIPA and the Agreement was terminated. The Company and has no recourse to recover its deposit. |
Schedule of Asset Impairment _2
Schedule of Asset Impairment (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 25, 2021 | Dec. 06, 2019 | Aug. 30, 2019 | Jun. 25, 2019 | Jun. 07, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Debt face amount | $ 500,000 | $ 500,000 | |||||||||
Contributed amount | $ 250,000 | ||||||||||
Debt instrument term | 6 months | ||||||||||
Debt instrument maturity date | Jun. 06, 2020 | ||||||||||
Issuance of common stock for cash | $ 50,000 | $ 50,000 | $ 124,535 | ||||||||
Series Post Seed Preferred Stock [Member] | Innovation Labs Ltd [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Issuance of common stock for cash, shares | 238,096 | ||||||||||
Issuance of common stock for cash | $ 250,000 | ||||||||||
Series Post Seed Preferred Unit Investment Agreement [Member] | Innovation Shares L L C [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Issuance of common stock for cash, shares | 238,096 | ||||||||||
Issuance of common stock for cash | $ 250,000 | ||||||||||
MIPA [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment for acquisition | $ 441,000 | ||||||||||
MIPA [Member] | License [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Payment for acquisition | $ 1,250,000 | ||||||||||
Cash payment for acquisition | 750,000 | ||||||||||
Issuance of restricted common stock | 500,000 | ||||||||||
Repayments of Short-term Debt | 250,000 | ||||||||||
Short-term Debt, Fair Value | $ 500,000 | ||||||||||
Debt Instrument, Interest Rate During Period | 2% | ||||||||||
Terms of agreement | pursuant to the terms of the MIPA, the Company was required to enter into a $15,000 per month sub-lease (retroactive to March 1, 2019) for the 10-acre cultivation/production facility located in Pahrump, Nye County, NV and install a mobile production trailer. The Company failed to make the required payments under the MIPA and the Agreement was terminated. The Company and has no recourse to recover its deposit. | ||||||||||
Moratorium [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Changes in acquisition of licenses | As of the date of this filing, the Company has made deposits totaling $550,000. The Company was required to issue 1,000,000 of shares of its restricted common stock in fulfillment of its obligations in the MIPA. As of the date of this filing, these shares have not been issued. The Company also executed a $750,000 long term note (the “LT Note”) in favor of the current license holders that becomes due and payable upon the earliest of a) six months after the transfer of the Certificates to the Company, or b) six months after the production/cultivation is declared fully operational by the applicable regulatory agencies, or c) March 10, 2020. On February 19, 2020, the Company was put on notice by the Seller that it is in default under the terms of the MIPA. | ||||||||||
Parent Company [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Contributed amount | 150,000 | ||||||||||
Roger Bloss [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Contributed amount | $ 100,000 | ||||||||||
Coachill Inn [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Description of acquisition property | acquire a 256,132 sq. ft. parcel of land within a 100-acre industrial cannabis park in Desert Hot Springs, CA (the “Property”) to develop the Company’s first hotel project. | ||||||||||
Acquisition price description | The purchase price for the property is $5,125,000. CHL was to contribute $3,000,000 toward the purchase price of this property in exchange for a twenty-five percent (25%) ownership interest in Coachill-Inn. AH made an initial non-refundable deposit in the amount of $150,000 toward the purchase of the Property. As of the date of this filing, the Company terminated its participation in the development due to financing issues and has no recourse to recover its deposit. | ||||||||||
Payment for acquisition | $ 5,125,000 | ||||||||||
FR Holdings, LLC [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Debt instrument term | 6 months | ||||||||||
Debt instrument maturity date | Dec. 06, 2019 | ||||||||||
Debt instrument interest rate | 1% | ||||||||||
FR Holdings, LLC [Member] | Roger Bloss [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Debt face amount | $ 250,000 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | $ 300,405 | ||
Less: current portion | (300,405) | ||
Long-term notes payable – related parties | |||
Notes Payable Related Parties One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [1] | 110,405 | |
Notes Payable Related Parties Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [2] | 90,000 | |
Notes Payable Related Parties Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable – related parties | [3] | $ 100,000 | |
[1]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 February 19, 2021 9% 825 1,233 90,000 March 30, 2021 9% 675 526,316 100,000 |
Schedule of Notes Payable Rel_2
Schedule of Notes Payable Related Parties (Details) (Parenthetical) - USD ($) | Jan. 14, 2021 | Apr. 03, 2020 | Mar. 31, 2020 | Feb. 20, 2020 | Dec. 06, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 10, 2021 |
Short-Term Debt [Line Items] | ||||||||
Debt maturity date | Jun. 06, 2020 | |||||||
Principal amount | $ 500,000 | $ 500,000 | ||||||
Short term loan | $ 40,165 | |||||||
Stock Purchase Agreement | Investor [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Issuance of common stock for cash, shares | 526,316 | |||||||
Short term loan | $ 100,000 | |||||||
Notes Payable Related Parties One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 9% | |||||||
Debt maturity date | Feb. 19, 2021 | |||||||
Principal amount | $ 110,405 | |||||||
Notes Payable Related Parties One [Member] | Pyrros One, LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 9% | |||||||
Debt maturity date | Feb. 19, 2021 | |||||||
Principal amount | $ 110,405 | |||||||
Debt interest payment | 825 | |||||||
Interest and principal reduction payment | $ 1,233 | |||||||
Notes Payable Related Parties Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 9% | |||||||
Debt maturity date | Mar. 30, 2021 | |||||||
Principal amount | $ 90,000 | |||||||
Notes Payable Related Parties Two [Member] | Pyrros One, LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 9% | |||||||
Debt maturity date | Mar. 30, 2021 | |||||||
Principal amount | $ 90,000 | |||||||
Debt interest payment | $ 675 | |||||||
Notes Payable Related Parties Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 0% | |||||||
Principal amount | $ 100,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of Discontinued Operations (Details) | Aug. 27, 2021 USD ($) |
Gain On Disposal Of Subsidiary | |
Deposits | $ 38,663 |
Property and equipment, net | 143,507 |
Intangible assets | 300,000 |
Right of use asset | 1,105,735 |
Total assets | 1,587,875 |
Operating lease liability | (1,251,964) |
Deposits | (538,921) |
Accrued expense | (134,540) |
Total liabilities | (1,925,425) |
(Gain) on divestiture | $ (337,551) |
Gain on Disposal of Subsidiar_2
Gain on Disposal of Subsidiary (Details Narrative) - USD ($) | Jul. 29, 2021 | Dec. 15, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Number Of Common Stocks Exchanged During Period | 52,732,969 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Notes Payable | $ 900,000 | $ 1,020,139 | $ 874,728 | $ 2,106,996 | |
Civil Penalty Amount | $ 10,000 | ||||
Red Earth LLC [Member] | |||||
Ownership Percentage | 100% |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Computed “expected” income tax benefit | $ 799,540 | $ (832,569) | ||
Change in valuation allowance | 832,569 | |||
Stock-based compensation and services | 46,912 | |||
Non-deductible expenses-Section 280E | 71,741 | |||
NOL utilization | (641,193) | |||
Provision for income taxes | $ 277,000 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal and state NOL carryforward | $ 2,901,805 | $ 3,489,562 |
Other intangibles | 63,000 | |
Deferred expenses | 149,894 | |
Deferred tax assets | 2,901,805 | 3,702,456 |
Less: Valuation allowance | (2,901,805) | (3,702,456) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35% | 21% |
Operating Loss Carryforwards | $ 13,818,117 |