Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55900 | |
Entity Registrant Name | MJ HOLDINGS, INC. | |
Entity Central Index Key | 0001456857 | |
Entity Tax Identification Number | 20-8235905 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5730 Sky Pointe Dr. | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89130 | |
City Area Code | (702) | |
Local Phone Number | 879-4440 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | MJNE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,272,167 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 392,971 | $ 1,340,509 |
Accounts receivable, net | 65,292 | 10,149 |
Loan receivable - related party | 304,197 | 212,469 |
Prepaid expenses | 5,303 | 62,500 |
Total current assets | 767,763 | 1,625,627 |
Property and equipment, net | 2,446,906 | 2,494,953 |
Deposits | 1,250,000 | 1,010,000 |
Total non-current assets | 3,696,906 | 3,504,953 |
Total assets | 4,464,669 | 5,130,580 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,185,160 | 1,312,394 |
Accrued interest payable, related party | 7,464 | |
Contract liabilities | 220,000 | 1,360,000 |
Contingent liability | 51,361 | |
Income taxes payable | 277,000 | 277,000 |
Note payable, currently in default | 94,694 | |
Current portion of operating lease obligation | 171,088 | |
Total current liabilities | 2,202,659 | 4,157,432 |
Non-current liabilities | ||
Long-term notes payable | 854,766 | |
Operating lease obligation, net of current portion | 598,596 | |
Total non-current liabilities | 854,766 | 598,596 |
Total liabilities | 3,057,425 | 4,756,028 |
Commitments and contingencies (Note 10) | ||
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, 58,272,167 and 78,591,667 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 58,270 | 78,590 |
Additional paid-in capital | 22,281,537 | 22,261,217 |
Common stock issuable | 84 | 84 |
Accumulated deficit | (20,820,178) | (21,852,870) |
Total stockholders’ equity (deficit) attributable to MJ Holdings, Inc. | 1,519,713 | 487,021 |
Noncontrolling interests | (112,469) | (112,469) |
Total shareholders’ equity | 1,407,244 | 374,552 |
Total liabilities and stockholders’ equity | 4,464,669 | 5,130,580 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Note payable | 112,258 | 985,589 |
Related Party [Member] | ||
Current liabilities | ||
Note payable | $ 306,083 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 58,272,167 | 78,591,667 |
Common stock, shares outstanding | 58,272,167 | 78,591,667 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 23,336 | $ 712,856 | $ 183,215 | $ 773,462 |
Operating expenses | ||||
Direct costs of revenue | 3,200 | |||
General and administrative | 181,338 | 2,780,284 | 822,564 | 4,074,444 |
Depreciation | 57,505 | 42,930 | 172,517 | 173,110 |
Marketing and selling | 2,471 | 5,320 | 7,777 | |
Professional fees | 202,437 | 579,095 | ||
Total operating expenses | 441,280 | 2,825,685 | 1,582,696 | 4,255,331 |
Operating loss | (417,944) | (2,112,829) | (1,399,481) | (3,481,869) |
Other income (expense) | ||||
Interest expense | (22,791) | (18,690) | (64,163) | (58,432) |
Interest income | 34,505 | 85,688 | ||
Miscellaneous expense | ||||
Miscellaneous income | 336,223 | 94,447 | 1,361,652 | 70,000 |
Gain on sale of luxury box | 44,444 | |||
Gain on debt extinguishment | 769,684 | 1,134,684 | ||
Total other income (expense) | 1,083,116 | 110,262 | 2,432,173 | 141,700 |
Net income (loss) before income taxes | 665,172 | (2,002,567) | 1,032,692 | (3,340,169) |
Provision for income taxes | ||||
Net income (loss) | 665,172 | (2,002,567) | 1,032,692 | (3,340,169) |
Loss (gain) attributable to non-controlling interest | ||||
Net income (loss) attributable to common stockholders | $ 665,172 | $ (2,002,567) | $ 1,032,692 | $ (3,340,169) |
Net income (loss) attributable to common stockholders per share- Basic | $ (0.01) | $ (0.03) | $ (0.01) | $ (0.04) |
Net income (loss) attributable to common stockholders per share - Diluted | $ (0.01) | $ (0.03) | $ (0.01) | $ (0.04) |
Weighted average number of shares outstanding: | ||||
Basic | 59,818,216 | 78,102,500 | 72,265,083 | 73,701,945 |
Diluted | 59,818,216 | 78,102,500 | 72,265,083 | 73,701,945 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock Issuable [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 84 | $ 71,500 | $ 20,279,897 | $ (112,469) | $ (16,472,629) | $ 3,766,383 |
Balance, shares at Dec. 31, 2021 | 82,554 | 71,501,667 | ||||
Net income (loss) | (3,340,169) | (3,340,169) | ||||
Issuance of common stock for the acquisition of MJH research | $ 7,000 | 1,949,500 | 1,956,500 | |||
Issuance of common stock for the acquisition of MJH research, shares | 7,000,000 | |||||
Stock based compensation | $ 90 | 31,820 | 31,910 | |||
Stock based compensation, shares | 90,000 | |||||
Balance at Sep. 30, 2022 | $ 84 | $ 78,590 | 22,261,217 | (112,469) | (19,812,798) | 2,414,624 |
Balance, shares at Sep. 30, 2022 | 82,554 | 78,591,667 | ||||
Balance at Jun. 30, 2022 | $ 84 | $ 71,500 | 20,286,607 | (112,469) | (17,810,231) | 2,435,491 |
Balance, shares at Jun. 30, 2022 | 82,554 | 71,501,667 | ||||
Net income (loss) | (2,002,567) | (2,002,567) | ||||
Issuance of common stock for the acquisition of MJH research | $ 7,000 | 1,949,500 | 1,956,500 | |||
Issuance of common stock for the acquisition of MJH research, shares | 7,000,000 | |||||
Issuance of common stock for services | $ 90 | 25,110 | 25,200 | |||
Issuance of common stock for services, shares | 90,000 | |||||
Balance at Sep. 30, 2022 | $ 84 | $ 78,590 | 22,261,217 | (112,469) | (19,812,798) | 2,414,624 |
Balance, shares at Sep. 30, 2022 | 82,554 | 78,591,667 | ||||
Balance at Dec. 31, 2022 | $ 84 | $ 78,590 | 22,261,217 | (112,469) | (21,852,870) | 374,552 |
Balance, shares at Dec. 31, 2022 | 82,554 | 78,591,667 | ||||
Cancellation of shares | $ (20,320) | 20,320 | ||||
Cancellation of shares, shares | (20,319,500) | |||||
Net income (loss) | 1,032,692 | 1,032,692 | ||||
Balance at Sep. 30, 2023 | $ 84 | $ 58,270 | 22,281,537 | (112,469) | (20,820,178) | 1,407,244 |
Balance, shares at Sep. 30, 2023 | 82,554 | 58,272,167 | ||||
Balance at Jun. 30, 2023 | $ 84 | $ 78,590 | 22,261,217 | (112,469) | (21,485,350) | 742,072 |
Balance, shares at Jun. 30, 2023 | 82,554 | 78,591,667 | ||||
Cancellation of shares | $ (20,320) | 20,320 | ||||
Cancellation of shares, shares | (20,319,500) | |||||
Net income (loss) | 665,172 | 665,172 | ||||
Balance at Sep. 30, 2023 | $ 84 | $ 58,270 | $ 22,281,537 | $ (112,469) | $ (20,820,178) | $ 1,407,244 |
Balance, shares at Sep. 30, 2023 | 82,554 | 58,272,167 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 1,032,692 | $ (3,340,169) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 172,517 | 173,110 |
Stock based compensation | 7,373 | |
Common stock issued for services | (283) | |
Gain on extinguishment of debt | (1,134,684) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (55,143) | (85,239) |
Prepaid expenses | 57,197 | (156,250) |
Deposits | (240,000) | |
Accounts payable and accrued liabilities | 492,487 | 324,664 |
Accrued interest – related parties | 7,465 | |
Contract liabilities | (1,140,000) | 27,919 |
Net cash used in operating activities | (807,469) | (3,048,875) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (124,470) | (137,442) |
Loan receivable – related party | (91,728) | (142,304) |
Acquisition of MJH Research, Inc. | 529,505 | |
Net cash provided by (used in) investing activities | (216,198) | 249,759 |
Cash Flows from Financing activities | ||
Proceeds from notes payable | 100,000 | 121,282 |
Repayment of notes payable | (23,871) | |
Net cash provided by financing activities | 76,129 | 121,282 |
Net change in cash | (947,538) | (2,677,834) |
Cash, beginning of period | 1,340,509 | 4,699,372 |
Cash, end of period | 392,971 | 2,021,538 |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Transfer of accrued compensation to notes payable | 306,083 | |
Shares cancelled | 20,320 | |
Reclassification of contingent liability to accounts payable | $ 51,361 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 — Description of 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 1,800,000 MJH Research, Inc. Acquisition 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 sell all issued and outstanding shares of common stock ( 100,000 7,000,000 500,000 1,955,000 see Note 4 — Acquisition of MJH Research, Inc. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Summary of Significant Accounti
Summary of Significant Accounting Policie | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policie | Note 2 — Summary of Significant Accounting Policie Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on May 5, 2023. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2022, and updated, as necessary, in this Quarterly Report on Form 10-Q. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, MJH Research, Inc., Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC, Q Brands, LLC, Farm Road, LLC, Red Earth Holdings, 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. At September 30, 2023, the Company had $ 0 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023 and December 31, 2022. 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 Nine Months Ended September 30, 2023 and 2022 (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 September 30, 2023 December 31, 2022 Accounts receivable $ 65,292 $ 10,149 Less allowance - - Net accounts receivable $ 65,292 $ 10,149 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 are 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 Nine Months Ended September 30, 2023 and 2022 (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 $ 0 0 Contract Balances The Company receives payments for new Cultivation and Sales Agreements (the “Agreements”) upon signing and defers revenue recognition for these payments until certain milestones are met as per the terms of the Agreements. These payments represent contract liabilities and are recorded as such on the balance sheet. As of September 30, 2023 and December 31, 2022, the Company’s contract liabilities were as follows: Schedule of Contract Liabilities September 30, 2023 December 31, 2022 MKC Development Group, LLC (i) $ - $ 620,000 Natural Green, LLC (ii) - 520,000 Green Grow Investments Corporation 50,000 50,000 RK Grow, LLC 170,000 170,000 Property and equipment, net $ 220,000 $ 1,360,000 (i) On May 24, 2023 the Company entered into a settlement agreement with MKC Development Group, LLC (“MKC”) that terminated all of their rights, obligations, and responsibilities under the Agreement. As part of the settlement the Company agreed to refund $ 310,000 620,000 310,000 310,000 (ii) On June 26, 2023 the Company entered into a termination agreement with Natural Green, LLC which terminated the original Cultivation and Sales Agreement and released each other of any liabilities, claims, or obligations under the Agreement. As a result, the Company wrote off the $ 520,000 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 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) 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 overtime. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) For the nine months ended September 30, 2023, the majority of the Company’s revenue was derived from its Management Agreement with MJ Distributing, Inc. with the remainder from rental revenue from its Tiny Homes community. 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. For the nine months ended September 30, 2023 and 2022, the Company’s revenue was derived from the following sources: Schedule of Rental Revenue Recognition 2023 2022 For the nine months ended September 30, 2023 2022 Revenues: Rental income (i) $ 64,599 $ 111,987 Management income (ii) 118,616 661,475 Total $ 183,215 $ 773,462 (i) The rental income is from the Company’s THC Park. (ii) On February 5, 2021, the Company entered into a Management Agreement of Cannabis Production and Cultivation (the “Agreement”) with MJ Distributing, Inc. (the “Owner”) (together, the “Parties”). Under the terms of the Agreement, the Parties desire that the Company manage and operate the daily business of the Owner located in Pahrump, Nye County, Nevada. In consideration of the services to be performed by the Company, the Company and the Owner shall split the Net Profits of the business on a 50:50 basis. The Agreement was approved by the Cannabis Compliance Board at its July 26, 2022 meeting. Stock-Based Compensation The Company’s share-based payment awards principally consist of grants of common stock. In accordance with the applicable accounting guidance, stock-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost based on the grant date fair value and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. The fair value of liability-classified awards is at each reporting date through the settlement date. Change in fair value during the requisite service period will be remeasured as compensation cost over that period. The Company utilizes its historical stock price to determine the volatility of any stock-based compensation. The expected dividend yield is 0 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a term equal to the expected term of the stock-based award. For stock-based financial instruments issued to parties other than employees, the Company uses the contractual term of the financial instruments as the expected term of the stock-based financial instruments. The assumptions used in calculating the fair value of stock-based financial instruments represent its best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and it uses different assumptions, its stock-based compensation expense could be materially different in the future. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (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. Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to conform with the current year presentation. Recent Accounting Pronouncements As of September 30, 2023, there were no recently adopted accounting pronouncements that had a material effect on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 20,820,178 807,469 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 Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Acquisition of MJH Research, In
Acquisition of MJH Research, Inc. | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of MJH Research, Inc. | Note 4 — Acquisition of MJH Research, Inc. 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 7,000,000 Details regarding the book values and fair values of the net assets acquired are as follows: Schedule of Fair Value of Net Assets Acquired Book Value Fair Value Difference Cash $ 504,685 $ 504,685 $ - Total $ 504,685 $ 504,685 $ - Goodwill and Intangibles Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Intangible assets other than goodwill are recorded at fair value at the time acquired or at cost, if applicable. Intangible assets that do not have indefinite lives are amortized in line with the pattern in which the economic benefits of the intangible asset are consumed. If the pattern of economic benefit cannot be reliably determined, the intangible assets are amortized on a straight-line basis over the shorter of the legal or estimated life. Goodwill and indefinite-lived intangibles assets are not amortized but are tested for impairment in the fourth quarter using the same dates each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment. In performing the annual impairment test, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its’ carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its’ carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its’ carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 4 — Acquisition of MJH Research, Inc. (continued) Acquisitions Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Schedule of Assets Acquired Assets acquired As of July 11, 2022 Cash $ 504,685 Goodwill (i) 1,451,815 Total purchase price $ 1,956,500 (i) Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. The changes in the carrying amount of goodwill for the period from July 11, 2022 through September 30, 2023 were as follows: Schedule of Goodwill Balance as of July 11, 2022 $ 1,451,815 Additions and adjustments (1,451,815 ) Balance as of September 30, 2023 $ - |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 — Property and Equipment Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Leasehold Improvements $ 264,523 $ 264,523 Machinery and Equipment 853,218 386,878 Building and Land 1,704,610 1,650,000 Furniture and Fixtures 561,352 561,352 Construction in progress - 396,480 Total property and equipment 3,383,703 3,259,233 Less: Accumulated depreciation (936,797 ) (764,280 ) Property and equipment, net $ 2,446,906 $ 2,494,953 Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 172,517 173,110 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 — 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 buildout 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 10,000 304,197 30,000 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. Please see Note 14 — Related Party Transactions On September 2, 2021, the Company received approval of the Termination Agreement from the CCB. |
Deposits
Deposits | 9 Months Ended |
Sep. 30, 2023 | |
Deposits | Note 7 — Deposits Deposits as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Deposits September 30, 2023 December 31, 2022 MJ Distributing, Inc. ( i $ 1,250,000 $ 1,010,000 Total $ 1,250,000 $ 1,010,000 (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. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8 — Notes Payable Note Payable, Currently in Default Notes payable, currently in default as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable Current September 30, 2023 December 31, 2022 Note payable bearing interest at 6.5 March 31, 2022 250,000 $ 94,694 $ - Total notes payable, currently in default $ 94,694 $ - 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 were re-amortized (15-year amortization) 50,000 the payments were re-amortized (15-year amortization) 94,694 Note Payable Notes payable as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable September 30, 2023 December 31, 2022 Note payable bearing interest at 5.0 February 1, 2025 750,000 (i) $ 867,024 $ 878,589 Note payable bearing interest at 6.5 March 31, 2022 250,000 (ii) - 107,000 Note payable bearing interest at 15 May 10, 2024 50,000 (iii) 50,000 - Note payable bearing interest at 7 June 30, 2024 50,000 (iv) 50,000 - Total notes payable $ 967,024 $ 985,589 Less: current portion (112,258 ) (985,589 ) Long-term notes payable $ 854,766 $ - (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 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 agreed that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note was due (currently Seven-Hundred and Fifty-Thousand Dollars ($750,000), and the parties also agreed that the conditions in the Secured Note requiring the assessment of the additional Five-Hundred Thousand Dollars ($500,000) consulting fee was triggered bringing the total amount owed by the Company under the terms of the Secured Note to One-Million Two-Hundred Fifty-Thousand Dollars ($1,250,000). Under the terms of the Agreement, the Company made a payment in the amount of $357,343 bringing the new principal balance to $900,000 7 6,978 867,024 (ii) On April 1, 2019, the Company executed a promissory note for $ 250,000 Note Payable, Currently in Default (iii) On May 10, 2023, the Company executed a promissory note for $ 50,000 (iv) On June 30, 2023, the Company executed a promissory note for $ 50,000 7 st Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2023 (Remainder) $ - 2024 112,258 2025 854,766 2026 - Thereafter - Total minimum loan payments $ 967,024 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Note Payable, related party
Note Payable, related party | 9 Months Ended |
Sep. 30, 2023 | |
Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Note Payable, related party | Note 9 — Note Payable, related party Note payable, related party, as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable, Related Party September 30, 2023 December 31, 2022 Note payable bearing interest at 4.0 January 31, 2024 350,000 (i) $ 306,083 $ - Less: current portion (306,083 ) - Long-term notes payable $ - $ - (i) On February 23, 2023, the Company issued a Secured Promissory Note (the “Note”) in the original amount of $ 350,000 4 306,083 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies Operating Leases During the nine months ended September 30, 2023 the Company obtained confirmation that their leases had been cancelled with no further obligation to the Company. As a result, the Company recorded a gain on extinguishment of debt of $ 1,134,684 0 0 Rent expense, incurred pursuant to operating leases for the nine months ended September 30, 2023 and 2022, was $ 0 144,000 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 10 — Commitments and Contingencies (continued) 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. 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”) (together, the “Parties”). 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. On March 31, 2023, the Parties entered into a Settlement Agreement (the “Settlement Agreement”) whereby NCMM, LLC and Valerie Smalls shall (i) contact the CCB within 7 days of execution of the Settlement Agreement for authorization to transfer the approximately 1800 pounds of fresh frozen to MJ Distributing, both the passing and failed fresh frozen; and (ii) NCMM shall pay the Company a total of $ 60,000 5,000 100 50,000 Gappy and Shaba Complaint 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, 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 Discovery has concluded and the parties were unable to resolve the case through settlement negotiations. Paris Balaouras and MJ Holdings filed a motion for summary judgment against all Defendants. The Court granted the Motion as to Plaintiffs DGMD Real Estate Investments, LLC, Armpro, LLC and Zhang Springs LV, LLC. The Court denied the motion as to Prodigy Holdings LLC and Las Vegas Green Organics. The Case went to trial on May 15, 2023 and the parties reached a resolution through mediation after the trial started. The trial was vacated and the matter is still in the process of finalization through the court. Tierney Arbitration On March 9, 2021, Terrence Tierney (“Claimant”), the Company’s former President and Secretary, who was terminated by the Company for Cause on August 7, 2020, 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 8,307.60 401,361 350,000 51,361 21,005 227,878 21,005 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
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 58,272,167 During the nine months ended September 30, 2023 there were no new issuance of common stock. On July 6, 2023, the Company agreed to issue a reversal of the cannabis license acquisition from Roll On LLC. As a result, 20,319,500 20,320 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 11 — Stockholders’ Equity (Deficit) (continued) At September 30, 2023 and December 31, 2022, there are 58,272,167 78,591,667 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 During the nine months ended September 30, 2023 there were no At September 30, 2023 and December 31, 2022, there were 0 0 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) |
Basic and Diluted Earnings (Los
Basic and Diluted Earnings (Loss) per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
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 nine months ended September 30, 2023, 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 and warrants as of September 30, 2023, to purchase 1,500,000 250,000 For the nine months ended September 30, 2023, basic and diluted income per common share were based on 72,265,083 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 Average Exercise Price Remaining Contractual Life in Years Balance at December 31, 2022 1,500,000 $ 0.75 0.68 Issued - - Exercised - - Expired (1,500,000 ) $ 0.75 Balance at September 30, 2023 - Exercisable at September 30, 2023 - 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. Exercise Price Remaining Contractual Life in Years Balance at December 31, 2022 250,000 $ 0.10 2.03 Issued - - - Exercised - - - Expired - - - Balance at September 30, 2023 250,000 $ 0.10 1.28 Exercisable at September 30, 2023 250,000 $ 0.10 1.28 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September30, 2023 and 2022 (Unaudited) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
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 7,500 304,197 91,728 90,000 On September 5, 2022, the Company entered into an Amendment (the “Amendment”) with Highland Brothers, LLC (together, the “Parties’) to amend the original agreement (the “Agreement”) between the Parties dated February 15, 2019. Under the terms of the Amendment, the term of the Agreement has been extended to fifteen years and the Company shall pay Highland Brothers, LLC $ 150,000 150,000 |
Other Events
Other Events | 9 Months Ended |
Sep. 30, 2023 | |
Other Events | |
Other Events | Note 15 — Other Events During the nine months ended September 30, 2023 the Company entered into a Loan Purchase and Sale Agreement to sell a convertible promissory note that had been recorded as a $ 500,000 300,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure: Effective October 18, 2023 MJ Holdings completed its acquisition of cannabis licenses held by MJ Distributing LLC, an unaffiliated entity. On February 5, 2021 MJ Holdings entered into a purchase agreement to acquire 100 percent of two wholly owned subsidiaries of MJ Distributing LLC, MJ Distributing P133, LLC and MJ Distributing C202, LLC, each of which own specific cannabis licenses in good standing and issued within the state of Nevada. The Cannabis Compliance Board (“CCB”) formally approved the transaction and the transfer of these licenses during its August meeting with conditions. These conditions were addressed and the Company entered into a Conditional Transfer of Interest Agreement with the CCB which confirmed the transfer of ownership effective October 18, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policie (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on May 5, 2023. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2022, and updated, as necessary, in this Quarterly Report on Form 10-Q. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, MJH Research, Inc., Icon Management, LLC, Condo Highrise Management, LLC, Prescott Management, LLC, Q Brands, LLC, Farm Road, LLC, Red Earth Holdings, 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. |
Cash | Cash Cash includes cash on hand and deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. The Company maintains its cash in bank deposit accounts. The Company, at various times throughout the year, had cash in financial institutions in excess of Federally insured limits. At September 30, 2023, the Company had $ 0 |
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 September 30, 2023 and December 31, 2022. 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 Nine Months Ended September 30, 2023 and 2022 (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 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 September 30, 2023 December 31, 2022 Accounts receivable $ 65,292 $ 10,149 Less allowance - - Net accounts receivable $ 65,292 $ 10,149 |
Debt Issuance Costs | Debt Issuance Costs Costs associated with obtaining, closing, and modifying loans and/or debt instruments are netted against the carrying amount of the debt instrument, and charged to interest expense over the term of the loan. |
Inventory | Inventory 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 are 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 Nine Months Ended September 30, 2023 and 2022 (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 Long-lived assets, including real estate property and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. The Company recorded an impairment of its long-lived assets in the amount of $ 0 0 |
Contract Balances | Contract Balances The Company receives payments for new Cultivation and Sales Agreements (the “Agreements”) upon signing and defers revenue recognition for these payments until certain milestones are met as per the terms of the Agreements. These payments represent contract liabilities and are recorded as such on the balance sheet. As of September 30, 2023 and December 31, 2022, the Company’s contract liabilities were as follows: Schedule of Contract Liabilities September 30, 2023 December 31, 2022 MKC Development Group, LLC (i) $ - $ 620,000 Natural Green, LLC (ii) - 520,000 Green Grow Investments Corporation 50,000 50,000 RK Grow, LLC 170,000 170,000 Property and equipment, net $ 220,000 $ 1,360,000 (i) On May 24, 2023 the Company entered into a settlement agreement with MKC Development Group, LLC (“MKC”) that terminated all of their rights, obligations, and responsibilities under the Agreement. As part of the settlement the Company agreed to refund $ 310,000 620,000 310,000 310,000 (ii) On June 26, 2023 the Company entered into a termination agreement with Natural Green, LLC which terminated the original Cultivation and Sales Agreement and released each other of any liabilities, claims, or obligations under the Agreement. As a result, the Company wrote off the $ 520,000 |
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 MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) |
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 overtime. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) For the nine months ended September 30, 2023, the majority of the Company’s revenue was derived from its Management Agreement with MJ Distributing, Inc. with the remainder from rental revenue from its Tiny Homes community. 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. For the nine months ended September 30, 2023 and 2022, the Company’s revenue was derived from the following sources: Schedule of Rental Revenue Recognition 2023 2022 For the nine months ended September 30, 2023 2022 Revenues: Rental income (i) $ 64,599 $ 111,987 Management income (ii) 118,616 661,475 Total $ 183,215 $ 773,462 (i) The rental income is from the Company’s THC Park. (ii) On February 5, 2021, the Company entered into a Management Agreement of Cannabis Production and Cultivation (the “Agreement”) with MJ Distributing, Inc. (the “Owner”) (together, the “Parties”). Under the terms of the Agreement, the Parties desire that the Company manage and operate the daily business of the Owner located in Pahrump, Nye County, Nevada. In consideration of the services to be performed by the Company, the Company and the Owner shall split the Net Profits of the business on a 50:50 basis. The Agreement was approved by the Cannabis Compliance Board at its July 26, 2022 meeting. |
Stock-Based Compensation | Stock-Based Compensation The Company’s share-based payment awards principally consist of grants of common stock. In accordance with the applicable accounting guidance, stock-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost based on the grant date fair value and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. The fair value of liability-classified awards is at each reporting date through the settlement date. Change in fair value during the requisite service period will be remeasured as compensation cost over that period. The Company utilizes its historical stock price to determine the volatility of any stock-based compensation. The expected dividend yield is 0 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant date with a term equal to the expected term of the stock-based award. For stock-based financial instruments issued to parties other than employees, the Company uses the contractual term of the financial instruments as the expected term of the stock-based financial instruments. The assumptions used in calculating the fair value of stock-based financial instruments represent its best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and it uses different assumptions, its stock-based compensation expense could be materially different in the future. MJ HOLDINGS, INC. and SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 2 — Summary of Significant Accounting Policies (continued) |
Operating Leases | Operating Leases The Company adopted ASC Topic 842, Leases, on January 1, 2019. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Reclassifications | Reclassifications Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to conform with the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of September 30, 2023, there were no recently adopted accounting pronouncements that had a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policie (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable and Allowance for Doubtful Accounts | Schedule of Accounts Receivable and Allowance for Doubtful Accounts September 30, 2023 December 31, 2022 Accounts receivable $ 65,292 $ 10,149 Less allowance - - Net accounts receivable $ 65,292 $ 10,149 |
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 |
Schedule of Contract Liabilities | The Company receives payments for new Cultivation and Sales Agreements (the “Agreements”) upon signing and defers revenue recognition for these payments until certain milestones are met as per the terms of the Agreements. These payments represent contract liabilities and are recorded as such on the balance sheet. As of September 30, 2023 and December 31, 2022, the Company’s contract liabilities were as follows: Schedule of Contract Liabilities September 30, 2023 December 31, 2022 MKC Development Group, LLC (i) $ - $ 620,000 Natural Green, LLC (ii) - 520,000 Green Grow Investments Corporation 50,000 50,000 RK Grow, LLC 170,000 170,000 Property and equipment, net $ 220,000 $ 1,360,000 (i) On May 24, 2023 the Company entered into a settlement agreement with MKC Development Group, LLC (“MKC”) that terminated all of their rights, obligations, and responsibilities under the Agreement. As part of the settlement the Company agreed to refund $ 310,000 620,000 310,000 310,000 (ii) On June 26, 2023 the Company entered into a termination agreement with Natural Green, LLC which terminated the original Cultivation and Sales Agreement and released each other of any liabilities, claims, or obligations under the Agreement. As a result, the Company wrote off the $ 520,000 |
Schedule of Rental Revenue Recognition | For the nine months ended September 30, 2023 and 2022, the Company’s revenue was derived from the following sources: Schedule of Rental Revenue Recognition 2023 2022 For the nine months ended September 30, 2023 2022 Revenues: Rental income (i) $ 64,599 $ 111,987 Management income (ii) 118,616 661,475 Total $ 183,215 $ 773,462 (i) The rental income is from the Company’s THC Park. (ii) On February 5, 2021, the Company entered into a Management Agreement of Cannabis Production and Cultivation (the “Agreement”) with MJ Distributing, Inc. (the “Owner”) (together, the “Parties”). Under the terms of the Agreement, the Parties desire that the Company manage and operate the daily business of the Owner located in Pahrump, Nye County, Nevada. In consideration of the services to be performed by the Company, the Company and the Owner shall split the Net Profits of the business on a 50:50 basis. The Agreement was approved by the Cannabis Compliance Board at its July 26, 2022 meeting. |
Acquisition of MJH Research, _2
Acquisition of MJH Research, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Net Assets Acquired | Details regarding the book values and fair values of the net assets acquired are as follows: Schedule of Fair Value of Net Assets Acquired Book Value Fair Value Difference Cash $ 504,685 $ 504,685 $ - Total $ 504,685 $ 504,685 $ - |
Schedule of Assets Acquired | Schedule of Assets Acquired Assets acquired As of July 11, 2022 Cash $ 504,685 Goodwill (i) 1,451,815 Total purchase price $ 1,956,500 (i) Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the period from July 11, 2022 through September 30, 2023 were as follows: Schedule of Goodwill Balance as of July 11, 2022 $ 1,451,815 Additions and adjustments (1,451,815 ) Balance as of September 30, 2023 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Leasehold Improvements $ 264,523 $ 264,523 Machinery and Equipment 853,218 386,878 Building and Land 1,704,610 1,650,000 Furniture and Fixtures 561,352 561,352 Construction in progress - 396,480 Total property and equipment 3,383,703 3,259,233 Less: Accumulated depreciation (936,797 ) (764,280 ) Property and equipment, net $ 2,446,906 $ 2,494,953 |
Deposits (Tables)
Deposits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Deposits | Deposits as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Deposits September 30, 2023 December 31, 2022 MJ Distributing, Inc. ( i $ 1,250,000 $ 1,010,000 Total $ 1,250,000 $ 1,010,000 (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. |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Current | Notes payable, currently in default as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable Current September 30, 2023 December 31, 2022 Note payable bearing interest at 6.5 March 31, 2022 250,000 $ 94,694 $ - Total notes payable, currently in default $ 94,694 $ - |
Schedule of Notes Payable | Notes payable as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable September 30, 2023 December 31, 2022 Note payable bearing interest at 5.0 February 1, 2025 750,000 (i) $ 867,024 $ 878,589 Note payable bearing interest at 6.5 March 31, 2022 250,000 (ii) - 107,000 Note payable bearing interest at 15 May 10, 2024 50,000 (iii) 50,000 - Note payable bearing interest at 7 June 30, 2024 50,000 (iv) 50,000 - Total notes payable $ 967,024 $ 985,589 Less: current portion (112,258 ) (985,589 ) Long-term notes payable $ 854,766 $ - (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 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 agreed that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note was due (currently Seven-Hundred and Fifty-Thousand Dollars ($750,000), and the parties also agreed that the conditions in the Secured Note requiring the assessment of the additional Five-Hundred Thousand Dollars ($500,000) consulting fee was triggered bringing the total amount owed by the Company under the terms of the Secured Note to One-Million Two-Hundred Fifty-Thousand Dollars ($1,250,000). Under the terms of the Agreement, the Company made a payment in the amount of $357,343 bringing the new principal balance to $900,000 7 6,978 867,024 (ii) On April 1, 2019, the Company executed a promissory note for $ 250,000 Note Payable, Currently in Default (iii) On May 10, 2023, the Company executed a promissory note for $ 50,000 (iv) On June 30, 2023, the Company executed a promissory note for $ 50,000 7 st |
Schedule of Minimum Loan Payments | Schedule of Minimum Loan Payments Amount Fiscal year ending December 31: 2023 (Remainder) $ - 2024 112,258 2025 854,766 2026 - Thereafter - Total minimum loan payments $ 967,024 |
Note Payable, related party (Ta
Note Payable, related party (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Notes Payable, Related Party | Notes payable as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable September 30, 2023 December 31, 2022 Note payable bearing interest at 5.0 February 1, 2025 750,000 (i) $ 867,024 $ 878,589 Note payable bearing interest at 6.5 March 31, 2022 250,000 (ii) - 107,000 Note payable bearing interest at 15 May 10, 2024 50,000 (iii) 50,000 - Note payable bearing interest at 7 June 30, 2024 50,000 (iv) 50,000 - Total notes payable $ 967,024 $ 985,589 Less: current portion (112,258 ) (985,589 ) Long-term notes payable $ 854,766 $ - (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 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 agreed that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note was due (currently Seven-Hundred and Fifty-Thousand Dollars ($750,000), and the parties also agreed that the conditions in the Secured Note requiring the assessment of the additional Five-Hundred Thousand Dollars ($500,000) consulting fee was triggered bringing the total amount owed by the Company under the terms of the Secured Note to One-Million Two-Hundred Fifty-Thousand Dollars ($1,250,000). Under the terms of the Agreement, the Company made a payment in the amount of $357,343 bringing the new principal balance to $900,000 7 6,978 867,024 (ii) On April 1, 2019, the Company executed a promissory note for $ 250,000 Note Payable, Currently in Default (iii) On May 10, 2023, the Company executed a promissory note for $ 50,000 (iv) On June 30, 2023, the Company executed a promissory note for $ 50,000 7 st |
Related Party [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Notes Payable, Related Party | Note payable, related party, as of September 30, 2023 and December 31, 2022 consist of the following: Schedule of Notes Payable, Related Party September 30, 2023 December 31, 2022 Note payable bearing interest at 4.0 January 31, 2024 350,000 (i) $ 306,083 $ - Less: current portion (306,083 ) - Long-term notes payable $ - $ - (i) On February 23, 2023, the Company issued a Secured Promissory Note (the “Note”) in the original amount of $ 350,000 4 306,083 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Average Exercise Price Remaining Contractual Life in Years Balance at December 31, 2022 1,500,000 $ 0.75 0.68 Issued - - Exercised - - Expired (1,500,000 ) $ 0.75 Balance at September 30, 2023 - Exercisable at September 30, 2023 - |
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. Exercise Price Remaining Contractual Life in Years Balance at December 31, 2022 250,000 $ 0.10 2.03 Issued - - - Exercised - - - Expired - - - Balance at September 30, 2023 250,000 $ 0.10 1.28 Exercisable at September 30, 2023 250,000 $ 0.10 1.28 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | Jul. 11, 2022 | Jul. 08, 2022 | Jan. 10, 2017 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Number of common stock exchanged during period | 1,800,000 | ||
Common Stock Purchase Agreement [Member] | MJH Research Inc and Sunstate Futures LLC [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Sale of stock | 100,000 | ||
Issuance of shares | 7,000,000 | ||
Business combination, assets acquired and liabilities assumed, net | $ 500,000 | ||
Payment to acquire asset | $ 1,955,000 | ||
MJ Real Eatste Partners [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Number of common stock exchanged during period | 1,800,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 65,292 | $ 10,149 |
Less allowance | ||
Net accounts receivable | $ 65,292 | $ 10,149 |
Schedule of Property and Equipm
Schedule of Property and Equipment Estimated Useful Lives (Details) | Sep. 30, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 12 years |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Construction in Progress [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Lease Term [Member] |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Schedule of Contract Liabilitie
Schedule of Contract Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Property and equipment, net | $ 220,000 | $ 1,360,000 | |
MKC Development Group LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Property and equipment, net | [1] | 620,000 | |
Natural Green LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Property and equipment, net | [2] | 520,000 | |
Green Grow Investments Corporation [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Property and equipment, net | 50,000 | 50,000 | |
RK Grow LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Property and equipment, net | $ 170,000 | $ 170,000 | |
[1]On May 24, 2023 the Company entered into a settlement agreement with MKC Development Group, LLC (“MKC”) that terminated all of their rights, obligations, and responsibilities under the Agreement. As part of the settlement the Company agreed to refund $ 310,000 620,000 310,000 310,000 520,000 |
Schedule of Contract Liabilit_2
Schedule of Contract Liabilities (Details) (Parenthetical) - USD ($) | Jun. 26, 2023 | May 24, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contract liability | $ 220,000 | $ 1,360,000 | |||
MKC Development Group LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Refund amount | $ 310,000 | ||||
Contract liability | [1] | 620,000 | |||
Miscellaneous income | 310,000 | ||||
MKC Development Group LLC [Member] | Accounts Payable [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Refund amount | $ 310,000 | ||||
Natural Green LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Contract liability | [2] | $ 520,000 | |||
Miscellaneous income | $ 520,000 | ||||
[1]On May 24, 2023 the Company entered into a settlement agreement with MKC Development Group, LLC (“MKC”) that terminated all of their rights, obligations, and responsibilities under the Agreement. As part of the settlement the Company agreed to refund $ 310,000 620,000 310,000 310,000 520,000 |
Schedule of Rental Revenue Reco
Schedule of Rental Revenue Recognition (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Accounting Policies [Abstract] | |||
Rental income | [1] | $ 64,599 | $ 111,987 |
Management income | [2] | 118,616 | 661,475 |
Total | $ 183,215 | $ 773,462 | |
[1]The rental income is from the Company’s THC Park.[2]On February 5, 2021, the Company entered into a Management Agreement of Cannabis Production and Cultivation (the “Agreement”) with MJ Distributing, Inc. (the “Owner”) (together, the “Parties”). Under the terms of the Agreement, the Parties desire that the Company manage and operate the daily business of the Owner located in Pahrump, Nye County, Nevada. In consideration of the services to be performed by the Company, the Company and the Owner shall split the Net Profits of the business on a 50:50 basis. The Agreement was approved by the Cannabis Compliance Board at its July 26, 2022 meeting. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policie (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash | $ 0 | |
Impairment of long lived assets | $ 0 | $ 0 |
Expected dividend yield | 0% | |
Stockholder [Member] | ||
Non-controlling interest percentage | 49% | |
Alternative Hospitality, Inc [Member] | ||
Equity method investment, ownership percentage | 51% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 20,820,178 | $ 21,852,870 | |
Cash flows from operations | $ 807,469 | $ 3,048,875 |
Schedule of Fair Value of Net A
Schedule of Fair Value of Net Assets Acquired (Details) | Jul. 11, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 504,685 |
Total | 504,685 |
Book Value [Member] | |
Business Acquisition [Line Items] | |
Cash | 504,685 |
Total | 504,685 |
Difference [Member] | |
Business Acquisition [Line Items] | |
Cash | |
Total |
Schedule of Assets Acquired (De
Schedule of Assets Acquired (Details) - USD ($) | Sep. 30, 2023 | Jul. 11, 2022 | Jul. 09, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Cash | $ 504,685 | |||
Goodwill | 1,451,815 | [1] | $ 1,451,815 | |
Total purchase price | $ 1,956,500 | |||
[1]Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) | 15 Months Ended |
Sep. 30, 2023 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Balance as of July 11, 2022 | $ 1,451,815 |
Additions and adjustments | (1,451,815) |
Balance as of September 30, 2023 |
Acquisition of MJH Research, _3
Acquisition of MJH Research, Inc. (Details Narrative) - Common Stock Purchase Agreement [Member] - MJH Research Inc and Sunstate Futures LLC [Member] | Jul. 08, 2022 shares |
Business Acquisition [Line Items] | |
Sale of stock | 100,000 |
Issuance of common stock for cash, shares | 7,000,000 |
Schedule of Property and Equi_2
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,383,703 | $ 3,259,233 |
Less: Accumulated depreciation | (936,797) | (764,280) |
Property and equipment, net | 2,446,906 | 2,494,953 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 264,523 | 264,523 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 853,218 | 386,878 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,704,610 | 1,650,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 561,352 | 561,352 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 396,480 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 57,505 | $ 42,930 | $ 172,517 | $ 173,110 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Aug. 01, 2021 | Jul. 29, 2021 | Dec. 15, 2017 | Jan. 10, 2017 | Oct. 31, 2016 | Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of common stocks exchanged during period | 1,800,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Civil penalty amount | $ 10,000 | ||||||
Red Earth LLC [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Outstanding membership interests acquired percentage | 100% | ||||||
Number of common stocks exchanged during period | 52,732,969 | ||||||
Common stock, par value | $ 0.001 | ||||||
Note payable | $ 900,000 | ||||||
Interest rate | 12% | ||||||
Increase in interest rate upon default | 18% | ||||||
Short term borrowings | $ 304,197 | ||||||
Other income | $ 30,000 | ||||||
Red Earth LLC [Member] | Minimum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Periodic payment | $ 5,000 | ||||||
Red Earth LLC [Member] | Maximum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Periodic payment | $ 10,000 | ||||||
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 ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Total | $ 1,250,000 | $ 1,010,000 | |
MJ Distributing, Inc. [Member] | |||
Total | [1] | $ 1,250,000 | $ 1,010,000 |
[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) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. |
Schedule of Deposits (Details)
Schedule of Deposits (Details) (Parenthetical) - Membership Interest Purchase Agreement Member [Member] - MJ Distributing, Inc. [Member] | Feb. 05, 2021 USD ($) shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash distributions paid | $ | $ 1,250,000 |
Net of forfeitures shares | 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) $250,000 shall be deposited within five (5) business days after the Nevada Cannabis Compliance Board (“CCB”) provides notice on its agenda that the Licenses are set for hearing to approve the transfer of ownership from the Seller to the Purchaser. |
Schedule of Notes Payable Curre
Schedule of Notes Payable Current (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable, currently in default | $ 94,694 | |
Notes Payable Currently In Default [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable, currently in default | $ 94,694 |
Schedule of Notes Payable Cur_2
Schedule of Notes Payable Current (Details) (Parenthetical) - Promissory Note [Member] - John T. Jacobs and Teresa D. Jacobs [Member] - USD ($) | Apr. 01, 2019 | Sep. 30, 2023 |
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
Debt instrument, maturity date | Mar. 31, 2022 | |
Debt Instrument, Face Amount | $ 250,000 | $ 94,694 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Nonrelated Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | $ 967,024 | $ 985,589 | |
Less: current portion | (112,258) | (985,589) | |
Long-term notes payable | 854,766 | ||
Note Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [1] | 867,024 | 878,589 |
Note Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [2] | 107,000 | |
Note Payable Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [3] | 50,000 | |
Note Payable Four [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable | [4] | $ 50,000 | |
[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 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 agreed that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note was due (currently Seven-Hundred and Fifty-Thousand Dollars ($750,000), and the parties also agreed that the conditions in the Secured Note requiring the assessment of the additional Five-Hundred Thousand Dollars ($500,000) consulting fee was triggered bringing the total amount owed by the Company under the terms of the Secured Note to One-Million Two-Hundred Fifty-Thousand Dollars ($1,250,000). Under the terms of the Agreement, the Company made a payment in the amount of $357,343 bringing the new principal balance to $900,000 7 6,978 867,024 250,000 Note Payable, Currently in Default 50,000 50,000 7 st |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - Promissory Note [Member] - USD ($) | Jun. 30, 2023 | May 10, 2023 | Feb. 04, 2022 | Apr. 01, 2019 | Jan. 17, 2019 | Sep. 30, 2023 | Mar. 25, 2022 |
John T. Jacobs and Teresa D. Jacobs [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate | 6.50% | ||||||
Debt instrument, maturity date | Mar. 31, 2022 | ||||||
Debt instrument face amount | $ 250,000 | $ 94,694 | |||||
Debt instrument monthly installments | $ 2,178 | ||||||
Debt instrument maturity date, description | beginning May 1, 2019 until March 31, 2020 | ||||||
Fevos A LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate | 15% | ||||||
Debt instrument, maturity date | May 10, 2024 | ||||||
Debt instrument face amount | $ 50,000 | ||||||
Fort Freedom, LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate | 7% | ||||||
Debt instrument, maturity date | Jun. 30, 2024 | ||||||
Debt instrument face amount | $ 50,000 | ||||||
FR Holdings, LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate | 7% | 5% | |||||
Debt instrument, maturity date | Feb. 01, 2025 | ||||||
Debt instrument face amount | $ 750,000 | $ 867,024 | $ 697,800 | ||||
Debt instrument monthly installments | $ 3,125 | ||||||
Debt instrument maturity date, description | beginning February 1, 2019 until January 31, 2022 | ||||||
FR Holdings, LLC [Member] | Note Modification Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate terms | 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 agreed that the maturity date of the Secured Note being January 31, 2022, had passed and that the balance of the Secured Note was due (currently Seven-Hundred and Fifty-Thousand Dollars ($750,000), and the parties also agreed that the conditions in the Secured Note requiring the assessment of the additional Five-Hundred Thousand Dollars ($500,000) consulting fee was triggered bringing the total amount owed by the Company under the terms of the Secured Note to One-Million Two-Hundred Fifty-Thousand Dollars ($1,250,000). Under the terms of the Agreement, the Company made a payment in the amount of $357,343 bringing the new principal balance to $900,000 | ||||||
Fort Freedom, LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate | 7% |
Schedule of Minimum Loan Paymen
Schedule of Minimum Loan Payments (Details) | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (Remainder) | |
2024 | 112,258 |
2025 | 854,766 |
2026 | |
Thereafter | |
Total minimum loan payments | $ 967,024 |
Schedule of Notes Payable, Rela
Schedule of Notes Payable, Related Party (Details) - Related Party [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Note payable bearing interest at 4.0% originated February 23, 2023, due on January 31, 2024, originally $350,000 | [1] | $ 306,083 | |
Less: current portion | (306,083) | ||
Long-term notes payable | |||
[1]On February 23, 2023, the Company issued a Secured Promissory Note (the “Note”) in the original amount of $ 350,000 4 306,083 |
Schedule of Notes Payable, Re_2
Schedule of Notes Payable, Related Party (Details) (Parenthetical) - Secured Promissory Note [Member] - USD ($) | Feb. 23, 2023 | Mar. 01, 2023 |
Short-Term Debt [Line Items] | ||
Debt instrument interest rate | 4% | |
Debt instrument maturity date | Jan. 31, 2024 | |
Debt instrument face amount | $ 350,000 | $ 306,083 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Promissory Note [Member] - John T. Jacobs and Teresa D. Jacobs [Member] - USD ($) | Apr. 01, 2019 | Sep. 30, 2023 |
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 250,000 | $ 94,694 |
Debt instrument interest rate | 6.50% | |
Debt instrument monthly installments | $ 2,178 | |
Debt instrument maturity date, description | beginning May 1, 2019 until March 31, 2020 | |
Second Payment [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument principal payment reduction | $ 50,000 | |
Debt instrument, interest rate terms | the payments were re-amortized (15-year amortization) | |
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 were re-amortized (15-year amortization) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 03, 2023 | Mar. 31, 2023 | Mar. 07, 2023 | Dec. 03, 2021 | Apr. 07, 2021 | Mar. 19, 2021 | Mar. 09, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||||||||||
Gain on extinguishment of debt | $ 769,684 | $ 1,134,684 | |||||||||
Operating lease liability | 0 | 0 | |||||||||
Operating lease right of use asset | 0 | 0 | |||||||||
Operating lease, payments | 0 | ||||||||||
Rent expense | 0 | $ 144,000 | |||||||||
Settlement Agreement terms | the Parties entered into a Settlement Agreement (the “Settlement Agreement”) whereby NCMM, LLC and Valerie Smalls shall (i) contact the CCB within 7 days of execution of the Settlement Agreement for authorization to transfer the approximately 1800 pounds of fresh frozen to MJ Distributing, both the passing and failed fresh frozen; and (ii) NCMM shall pay the Company a total of $60,000 as a Settlement Amount. The Settlement Amount shall be paid as $5,000 per month. In the event the Settlement Amount monthly payment is not paid by the fifth of every month, NCMM shall pay a late payment penalty fee of $100 per day | ||||||||||
Settlement amount | $ 60,000 | ||||||||||
Settlement amount per month | 5,000 | ||||||||||
Penalty fee per day | $ 100 | ||||||||||
Settlement liabilities | $ 50,000 | $ 50,000 | |||||||||
Loss contingency allegations | the Defendants have not honored the 2018 Agreements negotiated between the Plaintiffs and Defendants, 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 | ||||||||||
Loss contingency damages awarded value | $ 51,361 | ||||||||||
Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency damages sought value | $ 21,005 | ||||||||||
Loss contingency damages awarded value | 227,878 | ||||||||||
Loss contingency estimate of possible loss | $ 21,005 | ||||||||||
Awarding Claiment [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency damages awarded value | 401,361 | ||||||||||
Counter Claims [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency damages awarded value | $ 350,000 | ||||||||||
Former Secretary and President [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Deferred compensation expense | $ 501,085 | ||||||||||
Payment made for wage claim | $ 62,392 | ||||||||||
Wages | 59,583 | ||||||||||
Accrued vacation | 2,854 | ||||||||||
Statutory penalties | $ 8,307.60 | ||||||||||
Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency damages sought value | $ 15,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 9 Months Ended | ||
Jul. 06, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock shares authorized | 95,000,000 | 95,000,000 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock shares issued | 58,272,167 | 78,591,667 | |
Common stock shares outstanding | 58,272,167 | 78,591,667 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Series A Convertible Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares authorized | 2,500 | 2,500 | |
Preferred stock, par value | $ 1,000 | $ 1,000 | |
Conversion price | $ 0.75 | ||
Ownership percentage | 4.99% | ||
Beneficial ownership terms | A holder, upon notice to us, may increase or decrease this beneficial ownership limitation; provided, that, in no event can the holder increase the beneficial ownership limitation in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series A Preferred Stock then held by holder | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock [Member] | Roll On LLC [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Issuance of common shares | 20,319,500 | ||
Decrease to additional paid in capital | $ 20,320 |
Basic and Diluted Earnings (L_2
Basic and Diluted Earnings (Loss) per Common Share (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Basic shares | 59,818,216 | 78,102,500 | 72,265,083 | 73,701,945 |
Diluted shares | 59,818,216 | 78,102,500 | 72,265,083 | 73,701,945 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Earnings per share, amount | 1,500,000 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Earnings per share, amount | 250,000 |
Schedule of Options Issued, Exe
Schedule of Options Issued, Exercised and Expired (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Options, Beginning Balance | 1,500,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 0.75 | |
Remaining Contractual Life in Years | 8 months 4 days | |
Options, Issued | ||
Weighted Average Exercise Price, Issued | ||
Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Options, Expired | (1,500,000) | |
Weighted Average Exercise Price, Expired | $ 0.75 | |
Options, Ending Balance | 1,500,000 | |
Options, Exercisable, Ending Balance |
Schedule of Warrants Issued, Ex
Schedule of Warrants Issued, Exercised and Expired (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Warrants Shares, Beginning Balance | 250,000 | |
Weighted Avg. Exercise Price Warrant, Beginning Balance | $ 0.10 | |
Remaining Contractual Life in Years | 1 year 3 months 10 days | 2 years 10 days |
Warrants Shares, Issued | ||
Weighted Avg. Exercise Price Warrant, Issued | ||
Warrants Shares, Exercised | ||
Weighted Avg. Exercise Price Warrant, Exercised | ||
Warrants Shares, Expired | ||
Weighted Avg. Exercise Price Warrant, Expired | ||
Warrants Shares, Ending Balance | 250,000 | 250,000 |
Weighted Avg. Exercise Price Warrant, Ending Balance | $ 0.10 | $ 0.10 |
Weighted Avg. Exercise Price Warrants, Exercisable, Ending Balance | $ 0.10 | |
Remaining Contractual Life in Years, Warrants Exercisable | 1 year 3 months 10 days |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 15, 2020 | Sep. 30, 2023 | Jan. 11, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of option granted, shares | |||
Option exercise price per share | |||
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 | ||
Messrs. Balaouras [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of option granted, shares | 500,000 | ||
Option exercise price per share | $ 0.75 | ||
Messrs. Bloss [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of option granted, shares | 500,000 | ||
Option exercise price per share | $ 0.75 | ||
Messrs. Moyle [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of option granted, shares | 500,000 | ||
Option exercise price per share | $ 0.75 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |||
Oct. 06, 2022 | Sep. 05, 2022 | Aug. 01, 2021 | Sep. 30, 2023 | |
The Agreement [Member] | Highland Brothers LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments of related party | $ 150,000 | |||
Cash consideration | $ 150,000 | |||
Red Earth LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 12% | |||
Change in interest rate | 18% | |||
Short term borrowings | $ 304,197 | |||
Payments of related party | 91,728 | |||
Other income | $ 90,000 | |||
Red Earth LLC [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Periodic payment | $ 5,000 | |||
Red Earth LLC [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Periodic payment | $ 7,500 |
Other Events (Details Narrative
Other Events (Details Narrative) - Loan Purchase And Sale Agreement [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible promissory note | $ 500,000 |
Miscellaneous Income [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Sale of the loan receivable | $ 300,000 |