DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-55066 | |
Entity Registrant Name | TARGET GROUP INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3621499 | |
Entity Address, Address Line One | 20 Hempstead Drive | |
Entity Address, Address Line Two | Hamilton | |
Entity Address, City or Town | Ontario | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L8W 2E7 | |
City Area Code | 1 905 | |
Local Phone Number | 541-3833 | |
Title of 12(g) Security | Common Stock, Par Value $0.0001 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | CBDY | |
Entity Common Stock, Shares Outstanding | 617,025,999 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001586554 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1,047,833 | $ 223,843 |
Restricted cash | 8,686 | 8,490 |
Accounts receivable, no allowance | 2,068 | 2,068 |
Inventory | 1,814,902 | |
Prepaid asset | 42,674 | 41,714 |
Sales tax recoverable, net of allowance | $ 1,034 | 0 |
Receivable from joint venture | $ 630,180 | |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Other receivable | $ 3,777 | $ 3,692 |
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total current assets | $ 2,920,974 | $ 909,987 |
Long term assets | ||
Fixed assets | 5,773,235 | 5,554,225 |
Investment in joint venture | 775,577 | |
Goodwill | 269,175 | 263,117 |
Operating lease right-of-use assets | 55,237 | 62,728 |
Total long term assets | 6,097,647 | 6,655,647 |
Total assets | 9,018,621 | 7,565,634 |
Current liabilities | ||
Bank overdraft | 506 | 506 |
Accounts payable and accrued liabilities | 2,823,400 | 2,296,935 |
Sales tax payable | 35,254 | |
Payable to related parties, net | $ 5,061,467 | $ 4,468,535 |
Accounts Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Operating lease liability - Current portion | $ 118,047 | $ 110,586 |
Convertible promissory notes, net | 480 | 480 |
Derivative liability | 16,318 | 15,125 |
Total current liabilities | 8,020,218 | 6,927,421 |
Long term liabilities | ||
Payable to related parties, net - Non-current portion | $ 6,275,163 | $ 5,877,930 |
Accounts Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Operating lease liability - Non-current portion | $ 1,288,897 | $ 1,319,619 |
Warrant liability | 931 | 489 |
Total long term liabilities | 7,564,991 | 7,198,038 |
Total liabilities | 15,585,209 | 14,125,459 |
Stockholders' deficiency | ||
Preferred stock | 100 | 100 |
Common stock | 61,703 | 61,703 |
Shares to be issued | 175,293 | 175,182 |
Additional paid-in capital | 24,985,697 | 24,985,697 |
Accumulated deficit | (30,565,571) | (30,783,678) |
Accumulated comprehensive loss | (1,223,810) | (998,829) |
Total stockholders' deficiency | (6,566,588) | (6,559,825) |
Total liabilities and stockholders' deficiency | 9,018,621 | 7,565,634 |
Contingencies and commitments |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
REVENUE | $ 758,984 | $ 758,984 | $ 0 | |
COST OF GOOD SOLD | (369,261) | (369,261) | ||
Gross profit | 389,723 | 389,723 | ||
OPERATING EXPENSES | ||||
Advisory and consultancy fee | 15,883 | $ 7,454 | 16,106 | 18,693 |
Management services fee | 77,191 | 55,631 | 155,515 | 83,516 |
Salaries and wages | (53,083) | (8,056) | (53,083) | 9,775 |
Legal and professional fees | 145,987 | 105,647 | 203,927 | 172,591 |
Depreciation expense | 229,568 | 225,335 | 442,254 | 452,959 |
Operating lease expense | 28,400 | (10,378) | 17,310 | (33,905) |
Office and general | 56,502 | (89,143) | 59,131 | (68,946) |
Total operating expenses | 500,448 | 286,490 | 841,160 | 634,683 |
OTHER EXPENSES (INCOME) | ||||
Change in fair value of derivative and warrant liability | 4,301 | 834 | 1,326 | (16,812) |
Gain on settlement | (1,428,185) | (1,428,185) | ||
Interest and bank charges | $ 369,092 | $ 272,373 | $ 722,698 | $ 561,061 |
Interest Expense, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Exchange loss (income) | $ 48,519 | $ (76,027) | $ 50,794 | $ (41,993) |
Other income | (12,507) | (637,591) | (16,782) | (697,776) |
Recovery of sales tax recoverable | (1,750) | (2,259) | ||
Share of (income) loss from joint venture | (68,115) | (104,923) | (24,152) | (151,048) |
Debt issuance cost | 12,354 | 12,994 | 24,757 | 26,243 |
Total other expense (income) | (1,074,541) | (534,090) | (669,544) | (322,584) |
Net income (loss) before income taxes | 963,816 | 247,600 | 218,107 | (312,099) |
Net income (loss) | 963,816 | 247,600 | 218,107 | (312,099) |
Foreign currency translation adjustment | (222,962) | (27,220) | (224,981) | (17,345) |
Comprehensive income (loss) | $ 740,854 | $ 220,380 | $ (6,874) | $ (329,444) |
Earnings (loss) per share - basic | $ 0.0016 | $ 0.0004 | $ 0.0004 | $ (0.0005) |
Weighted average shares - basic | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 |
Earnings (loss) per share - diluted | $ 0.0010 | $ 0.0003 | $ 0 | $ (0.0004) |
Weighted average shares - diluted | 727,426,007 | 773,218,857 | 727,426,007 | 773,218,857 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred stock | Common stock | Shares to be issued | Additional Paid-in Capital | Accumulated deficit | Accumulated Comprehensive Income | Total |
Beginning balance at Dec. 31, 2021 | $ 100 | $ 61,703 | $ 174,722 | $ 24,985,697 | $ (26,263,614) | $ (1,110,720) | $ (2,152,112) |
Beginning balance (in shares) at Dec. 31, 2021 | 1,000,000 | 617,025,999 | 1,516,528 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 153 | ||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | ||||||
Ending balance at Mar. 31, 2022 | $ 100 | $ 61,703 | $ 174,875 | 24,985,697 | (26,823,313) | (1,100,845) | (2,701,783) |
Ending balance (in shares) at Mar. 31, 2022 | 1,000,000 | 617,025,999 | 1,532,152 | ||||
Beginning balance at Dec. 31, 2021 | $ 100 | $ 61,703 | $ 174,722 | 24,985,697 | (26,263,614) | (1,110,720) | (2,152,112) |
Beginning balance (in shares) at Dec. 31, 2021 | 1,000,000 | 617,025,999 | 1,516,528 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 267 | 267 | |||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 31,248 | ||||||
Net income (loss) | (312,099) | (312,099) | |||||
Foreign currency translation | (17,345) | (17,345) | |||||
Ending balance at Jun. 30, 2022 | $ 100 | $ 61,703 | $ 174,989 | 24,985,697 | (26,575,713) | (1,128,065) | (2,481,289) |
Ending balance (in shares) at Jun. 30, 2022 | 1,000,000 | 617,025,999 | 1,547,776 | ||||
Beginning balance at Mar. 31, 2022 | $ 100 | $ 61,703 | $ 174,875 | 24,985,697 | (26,823,313) | (1,100,845) | (2,701,783) |
Beginning balance (in shares) at Mar. 31, 2022 | 1,000,000 | 617,025,999 | 1,532,152 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 114 | 114 | |||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | ||||||
Net income (loss) | 247,600 | 247,600 | |||||
Foreign currency translation | (27,220) | (27,220) | |||||
Ending balance at Jun. 30, 2022 | $ 100 | $ 61,703 | $ 174,989 | 24,985,697 | (26,575,713) | (1,128,065) | (2,481,289) |
Ending balance (in shares) at Jun. 30, 2022 | 1,000,000 | 617,025,999 | 1,547,776 | ||||
Beginning balance at Dec. 31, 2022 | $ 100 | $ 61,703 | $ 175,182 | 24,985,697 | (30,783,678) | (998,829) | (6,559,825) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,000,000 | 617,025,999 | 1,579,024 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 63 | ||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | ||||||
Ending balance at Mar. 31, 2023 | $ 100 | $ 61,703 | $ 175,245 | 24,985,697 | (31,529,387) | (1,000,848) | (7,307,490) |
Ending balance (in shares) at Mar. 31, 2023 | 1,000,000 | 617,025,999 | 1,594,648 | ||||
Beginning balance at Dec. 31, 2022 | $ 100 | $ 61,703 | $ 175,182 | 24,985,697 | (30,783,678) | (998,829) | (6,559,825) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,000,000 | 617,025,999 | 1,579,024 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 111 | 111 | |||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 31,248 | ||||||
Net income (loss) | 218,107 | 218,107 | |||||
Foreign currency translation | (224,981) | (224,981) | |||||
Ending balance at Jun. 30, 2023 | $ 100 | $ 61,703 | $ 175,293 | 24,985,697 | (30,565,571) | (1,223,810) | (6,566,588) |
Ending balance (in shares) at Jun. 30, 2023 | 1,000,000 | 617,025,999 | 1,610,272 | ||||
Beginning balance at Mar. 31, 2023 | $ 100 | $ 61,703 | $ 175,245 | 24,985,697 | (31,529,387) | (1,000,848) | (7,307,490) |
Beginning balance (in shares) at Mar. 31, 2023 | 1,000,000 | 617,025,999 | 1,594,648 | ||||
Shares issued as consideration for consideration of the intellectual property rights | $ 48 | 48 | |||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | ||||||
Net income (loss) | 963,816 | 963,816 | |||||
Foreign currency translation | (222,962) | (222,962) | |||||
Ending balance at Jun. 30, 2023 | $ 100 | $ 61,703 | $ 175,293 | $ 24,985,697 | $ (30,565,571) | $ (1,223,810) | $ (6,566,588) |
Ending balance (in shares) at Jun. 30, 2023 | 1,000,000 | 617,025,999 | 1,610,272 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | |||
Net (loss) for the period | $ 218,107 | $ (312,099) | |
Adjustment for non-cash items | |||
Change in fair value of derivative and warrant liability | $ 4,301 | 1,326 | (16,812) |
Gain on settlement | (1,428,185) | (1,428,185) | |
Shares and warrants issued/to be issued for services | 409 | 420 | |
Allowance of sales tax recoverable | (2,259) | ||
Depreciation expense | 442,254 | 452,959 | |
Operating lease expense | 119,562 | 134,199 | |
Investment (income) loss from joint venture | (68,115) | (24,152) | (151,048) |
Debt issuance cost | 12,354 | 24,757 | 26,243 |
Changes in operating assets and liabilities: | |||
Change in sales tax recoverable | (36,448) | (12,058) | |
Change in accounts payable and accrued liabilities | 534,095 | (1,150,218) | |
Change in operating lease liability, net | (160,553) | (168,507) | |
Net cash (used in) operating activities | (308,828) | (1,199,180) | |
INVESTING ACTIVITIES | |||
Amounts invested on fixed assets | 5,821 | (321) | |
Net proceeds from joint venture | 439,640 | 1,190,277 | |
Net cash provided by investing activities | 445,461 | 1,189,956 | |
FINANCING ACTIVITIES | |||
Utilization of bank overdraft facility | 83,163 | ||
Proceeds from loans from related parties | 667,846 | 78,660 | |
Settlement of related party loan | (139,599) | ||
Payment for settlement payable | (10,000) | ||
Net cash provided by financing activities | 667,846 | 12,224 | |
Net increase (decrease) in cash and restricted cash during the year | 804,479 | 3,000 | |
Effect of foreign currency translation | 19,707 | (2,019) | |
Cash and restricted cash, beginning of year | 232,333 | 122,151 | |
Cash and restricted cash, end of year | $ 1,056,519 | 1,056,519 | 123,132 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Shares issued as consideration for services | $ 114 | 114 | |
SUPPLEMENTARY CASH FLOW INFORMATION | |||
Cash paid for interest | $ 2,084,621 |
Organization, Nature of Busines
Organization, Nature of Business, Going Concern and Management Plans | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Nature of Business, Going Concern and Management Plans | |
Organization, Nature of Business, Going Concern and Management Plans | 1. Organization, Nature of Business, Going Concern and Management Plans Organization and Nature of Business Target Group Inc. (“Target Group” or “the Company”) was incorporated on July 2, 2013, under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Target Group Inc. is a diversified and vertically integrated, progressive company with a focus on both national and international presence. The Company owns and operates Canary Rx Inc, a Canadian licensed producer, regulated under The Cannabis Act (Bill C-45). Canary Rx Inc, operates a 44,000 square foot facility located in Norfolk County, Ontario, and has partnered with Dutch breeder, Serious Seeds B.V. (“Serious Seeds”), to cultivate exclusive & world-class proprietary genetics. The Company has begun structuring multiple international production and distribution platforms and intends to continue rapidly expanding its global footprint as it focuses on building an iconic brand portfolio whose focus aims at developing cutting-edge intellectual property among the medical and recreational cannabis markets. Target Group is committed to building industry-leading companies that transform the perception of cannabis and responsibly elevate the overall consumer experience. The Company’s current business is to produce, manufacture, distribute, and conduct sales of cannabis products. As of the current period end, the company has produced and sold cannabis products of $791,285 (Period ended June 30, 2022: $2,109,626) through its investment in a joint venture. On July 3, 2018, the Company filed an amendment in its articles of incorporation to change its name to Target Group Inc. The Company was able to secure an OTC Bulletin Board symbol CBDY from the Financial Industry Regulatory Authority (FINRA). Visava Inc./Canary Rx Inc. On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the Visava shareholders an aggregate of 25,500,000 shares of the Company’s Common Stock in exchange for all of the issued and outstanding common stock held by the Visava shareholders. In addition, to its common stock the Company issued to the Visava shareholders, prorata Common Stock Purchase Warrants (“Visava Warrants”) purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Warrants. Upon the closing of the Exchange Agreement, the Visava shareholders held approximately 46.27% of the issued and outstanding Common Stock of the Company and Visava continues its business operations as a wholly-owned subsidiary of the Company. The transaction was closed effective August 2, 2018. During the year ended December 31, 2020, all of the Visava Warrants expired, none were exercised. CannaKorp Inc. Effective January 25, 2019, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with CannaKorp Inc., a Delaware corporation (“CannaKorp”). The Company had previously entered into a Letter of Intent with CannaKorp dated November 30, 2018, which was disclosed in the Company’s report on Form 8-K filed December 4, 2018. The Exchange Agreement provided that, subject to its terms and conditions, the Company issued to the CannaKorp shareholders an aggregate of 30,407,412 shares of the Company’s common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding common stock of CannaKorp held by the CannaKorp shareholders. In addition, the Company issued Common Stock Purchase Warrants (“CannaKorp Warrants”) in exchange for all outstanding and promised CannaKorp stock options. The CannaKorp Warrants granted the holders thereof the right to purchase up to approximately 7,211,213 shares of the Company’s common stock. The Company also assumed all outstanding liabilities of CannaKorp. Upon the closing of the Exchange Agreement, CannaKorp continued its business operations as a subsidiary of the Company. The transaction was closed effective March 1, 2019. During the year ended December 31, 2021, all of the CannaKorp Warrants expired, none were exercised. cGreen, Inc. Exclusive License Agreement Effective August 8, 2019, the Company entered into an Exclusive License Agreement (“License Agreement”) with cGreen, Inc., a Delaware corporation (“cGreen”). The License Agreement grants to the Company an exclusive license to manufacture and distribute the patent-pending THC antidote True Focus TM in the United States, Europe and the Caribbean. The term of the license was ten (10) years and four (4) months from the effective date of August 8, 2019. In consideration of the license, the Company would issue 10,000,000 shares of its common stock as follows: (i) 3,500,000 within ten (10) days of the effective date; (ii) 3,500,000 shares on January 10, 2020; and (iii) 3,000,000 shares not later than June 10, 2020. In addition, the Company would pay cGreen royalties of 7% of the net sales of the licensed products and 7% of all sublicensing revenues collected by the Company. The Company would pay cGreen an advance royalty of $300,000 within ten (10) days of the effective date; $300,000 on January 10, 2020; and $400,000 on or before June 10, 2020, and $500,000 on or before November 10, 2020. All advance royalty payments would be credited against the royalties owed by the Company through December 31, 2020. During the quarter ended December 31, 2019, the intangible asset was written off based on management’s review and evaluation of its recoverability. During the quarter ended June 30, 2020, the Company was in arbitration with cGreen for the breaches of the terms of the License Agreement, however, through an early mediation, both companies reached a settlement agreement to settle the breaches of the contract on July 27, 2020 (“Effective Date”). As per the settlement agreement, the License Agreement was terminated and the Company did not have to issue the 10 million shares nor pay the outstanding royalty payable in the amount of $1,191,860 . As consideration, the Company paid $130,000 within 30 days of the Effective Date and started paying $100,000 in monthly installments of $10,000 commencing in April 2021 to cGreen resulting in a gain on settlement in the amount of $1,704,860 . As at June 30, 2023, there was no outstanding balance, the balance has been paid in full and the claim was closed during the quarter ended March 31, 2022 (December 31, 2021: $10,000 ). Joint Venture Agreement Termination Effective May 14, 2020, Canary entered into a Joint Venture Agreement (“Joint Venture”) with 9258159 Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “Thrive”) and 2755757 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “JVCo”). Canary and Thrive each hold 50% of the voting equity interest in JVCo. The term of the Joint Venture is five (5) years from its effective date of May 14, 2020. On April 27, 2023, Canary and Thrive Cannabis entered into a Release and Settlement Agreement (“Settlement Agreement”) in which Thrive Cannabis has transferred its shares in the capital of JVCo and rights of assets held by JVCo. Pursuant to the above Settlement Agreement, Thrive Cannabis paid Canary $1,051,000 to release Thrive Cannabis from any mortgages, charges, pledges, security interests, liens, encumbrances, writs of execution, actions, claims, demands and equities of any nature related to JVCo from their share of ownership of JVCo. The Company was accounting for the JV transactions using the equity method under ASC 323 Investments — Equity Method and Joint Ventures. As a consequence of the above agreement, as the joint venture (a separate legal entity) has become a subsidiary of the company as of April 27, 2023, therefore, the company will use the acquisition method of accounting (using a step acquisition method) under ASC 805 Business Combination. Following the completion of the Settlement Agreement, Canary’s equity interest in JVCo increased from 50% to 100%. Effective April 28, 2023, the Company started consolidating result’s of operations of the JVCo and eliminated any intercompany transactions and balances between the Company (Target and Canary) and JVCo. CL Investors Debt Purchase and Assignment Agreement On June 15, 2020, the Company, its first–tier subsidiaries Visava Inc. (“Visava”) CannaKorp Inc. (“CannaKorp”), and the Company’s second-tier subsidiary, Canary Rx Inc. (“Canary”), entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc. (“CLI”), a corporation organized under the laws of the Province of Ontario, Canada. While June 15, 2023 was the preliminary date of the agreement and the agreement was not finalized until the later date as indicated below. The CEO and director of the Company is a shareholder and the Secretary of CLI, and the brother of the CEO is the President and sole director of CLI therefore the below loan from CLI is classified under related party transactions. Pursuant to the Agreement, CLI purchased from the Company for the sum of $2,190,370 (CAD $2,900,000) a debt obligation owing from Canary to the Company in the principal balance of $8,006,180 (CAD $10,600,000 (“Canary Debt”)). Upon receipt of the consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI. As of June 30, 2023, $3,777 (CAD $5,000) is still outstanding from CLI which is presented as other receivable on the unaudited condensed consolidated interim balance sheet. As a condition of the closing of the Agreement, the terms of the Canary Debt were amended to provide for interest at 5% per annum with a maturity date of 60 months from the date of the Agreement (“Term”). The Canary Debt will be repaid according to the following schedule: a) In the first year of the Term, Canary will pay CLI the greater of $853,489 (CAD 1,130,000 ) and fifty percent ( 50% ) of the Net Revenue (hereinafter defined), provided that where the latter amount exceeds the former amount, Canary will, by the end of such first year, pay CLI no less than the former amount and Canary will, within thirty ( 30 ) days following the end of such first year, pay CLI the balance of such amount owing for such first year; b) In the second year of the Term, Canary will pay CLI the greater of $1,586,130 (CAD 2,100,000 ) and fifty percent ( 50% ) of the Net Revenue, by way of twelve ( 12 ) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2021, provided that where the latter amount exceeds the former amount, Canary will, within thirty ( 30 ) days following the end of such second year, pay CLI the balance of such amount owing for such second year; c) In the third year of the Term, Canary will pay CLI the greater of $2,432,066 (CAD 3,220,000 ) and fifty percent ( 50% ) of the Net Revenue, by way of twelve ( 12 ) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2022, provided that where the latter amount exceeds the former amount, Canary will, by the end of such third year, pay CLI no less than the former amount and Canary will, within thirty ( 30 ) days following the end of such third year, pay CLI the balance of such payments owing for such third year; d) In the fourth year of the Term, Canary will pay CLI the greater of $2,326,324 (CAD 3,080,000 ) and fifty percent ( 50% ) of the Net Revenue, by way of twelve ( 12 ) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2023, provided that where the latter amount exceeds the former amount, Canary will, within thirty ( 30 ) days following the end of such fourth year, pay CLI the balance of such amount owing for such fourth year; and e) In the fifth year of the Term, Canary will pay CLI the balance owing under this Note, by way of twelve ( 12 ) consecutive monthly installments payable on the 14th day of each month commencing on August 14, 2024, for an amount calculated by dividing twelve (12) into the sum of all amounts owing under this Note at the beginning of the fifth year of the Term on account of Principal and Interest, provided that where further amounts are owing under this Note at the end of such fifth year, Canary will pay CLI all such further amounts within five ( 5 ) days following the end of such fifth year. For the purpose of this Note, “Net Revenue” will mean any and all revenue generated from Canary’s Licensed Facility (hereinafter defined) to which it is entitled to net of applicable taxes and third-party expenses. The repayment of the Canary Debt, as amended, is guaranteed by Visava and the Company’s wholly-owned subsidiary CannaKorp. and secured by (i) a general security interest in the assets of the Company, Canary, Visava and CannaKorp., respectively; and (ii) a pledge by the Company of all of the issued and outstanding common stock of Canary, Visava and CannaKorp. held by the Company. In addition to the foregoing guarantees, security interest and stock pledge, CLI has been granted an option, in lieu of repayment of the amended Canary Debt, to demand, in its sole and absolute discretion the transfer, assignment and conveyance of 75% of the issued and outstanding capital stock of Visava and Canary. Furthermore, the President and sole director of CLI has been granted an option to acquire the remaining 25% of the issued and outstanding capital stock of Visava and Canary. Effective August 14, 2020, the Agreement was amended (“Amendment”) to provide that CLI will purchase from Rubin Schindermann, a director of the Company, 500,000 shares of the Company’s Series A Preferred Stock in consideration of the payment by CLI to Rubin Schindermann of $75,530 (CAD $100,000) and the issuance to Schindermann of 10,000,000 shares of the Company’s common stock. In consideration of the foregoing, Mr. Schindermann resigned as a director of the Company and from any and all administrative and executive positions with the Company’s subsidiaries Visava., Canary Rx. and CannaKorp., respectively. In addition, the Company issued Common Stock Purchase Warrant for 10,000,000 shares of Target common stock to CLI as consideration for the Agreement (“CLI Warrants”). Refer to Note 11 for additional details on the CLI Warrants. The combined impact of both transactions resulted in debt issuance cost of $251,518. This debt issuance cost will be amortized over the term of the debt on a straight-line basis. The transactions contemplated by the Agreement and the Amendment closed on August 14, 2020. Going Concern The Company has earned minimal revenue since inception to date and has sustained operating losses during the six months ended June 30, 2023. The Company had a working capital deficit of $5,099,244 and an accumulated deficit of $30,565,571 as of June 30, 2023. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The unaudited accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern up to at least 12 months from the balance sheet date; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, sale of its equity or issuance of debt. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. The unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2023, or for any other interim period. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto as of and for the year ended December 31, 2022. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Visava Inc./Canary Rx Inc/ CannaKorp, Inc and JVCo. Significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals. Actual results could differ from those estimates. Cash The Company places its cash with high-quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation (FDIC) limit as of June 30, 2023 and June 30, 2022. Cash and cash equivalents include cash on hand and deposits at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2023 and 2022. Restricted cash represents deposits made to the Company’s bank as a requirement to use the bank’s credit card which is not available for immediate or general business use. Fixed Assets Fixed assets are reported at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets, commencing when the assets become available for productive use, based on the following estimated useful lives: Depreciation is calculated using the following terms and methods: Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the profit or loss in the period the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date, and adjusted prospectively, if appropriate. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed consolidated interim financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed consolidated interim financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash and accounts payable and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The derivative liabilities of the promissory convertible notes and warrant liabilities are valued Level 3, refer to Note 10 and 11 for further details. Revenue recognition The Company adopted ASC 606 effective January 1, 2019, using the modified retrospective method after electing to delay the adoption of the accounting standard as the Company qualified as an “emerging growth company”. Since the Company did not have any contracts as of the effective day, therefore, there was no material impact on the consolidated financial statements upon adoption of the new standard. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell our finished products to our customers, wholesalers, distributors or retailers. Control of the finished products is transferred upon shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. The Company generated revenue of $758,984 during the six month ended June 30, 2023 whereas $nil in June 30, 2022. In addition, Canary generated revenue of $791,285 (though its investment in JVCo) during the six months ended June, 30 2023 (six months ended June 30, 2022: $2,109,626) and is represented as a share of income (losses) from joint venture on the unaudited condensed consolidated interim statement of operations. The revenue was concentrated to eight customers (2022: three). The revenue represents the sale of cannabis products. Since the customers have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 6 for additional details. Equity Method Investments The Company uses the equity method of accounting for investments when the Company has the ability to significantly influence, but not control, the operations or financial activities of the investee. As part of this evaluation, the Company considers the participating and protective rights in the venture as well as its legal form. The Company records the equity method investments at cost and subsequently adjust their carrying amount each period for the Company’s share of the earnings or losses of the investee and other adjustments required by the equity method of accounting. Distributions received from the equity method investments are recorded as reductions in the carrying value of such investments and are classified on the unaudited condensed consolidated interim statements of cash flows pursuant to the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed the cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities. The Company monitors equity method investments for impairment and records reductions in their carrying values if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other than temporary. To determine whether an impairment is other than temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of the investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company has recorded no impairment losses related to our equity method investments during the six months ended June 30, 2023, and 2022. Recently Issued Accounting Standards The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company will be evaluating the impact this standard will have on the Company’s unaudited condensed consolidated interim financial statements. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Inventory | 3. Inventory As of June 30, 2023, the inventory in the amount of $1,814,902 (2022: $nil |
Sales Tax Recoverable and Payab
Sales Tax Recoverable and Payable | 6 Months Ended |
Jun. 30, 2023 | |
Sales Tax Recoverable and Payable | |
Sales Tax Recoverable and Payable | 4. Sales Tax Recoverable and Payable As of June 30, 2023, the Company had $1,034 of gross sales tax recoverable compared to December 31, 2022 there was $nil, while the Company had $nil of gross sales tax payable as of June 30, 2023. Recoverable is due to the sales tax paid by the Company on expenses incurred during the year which are recoverable from the government while payable is due to the sales tax received (after deducting sales tax paid on expenses incurred by the Company) during the year which are payable from the government due to sales conducted through the Joint Venture. The Company has recorded $nil (December 31, 2022: $nil) of allowance as of June 30, 2023. |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets | |
Fixed Assets | 5. Fixed Assets The Company’s subsidiary, Canary, initiated construction on its leased 44,000 square foot cannabis cultivation facility in September of 2017. Since then, extensive demolition and structural upgrades have been carried out at the site. On May 1, 2019, the Company completed the construction of its 44,000 square foot cannabis cultivation facility and on May 14, 2019, the Company submitted a Site Evidence Package to Health Canada as part of the steps to obtain the license to cultivate cannabis at the Company’s facility. On October 8, 2019, the Company was granted licenses to cultivate, process and sell cannabis pursuant to the Cannabis Act (Bill C-45). Canary currently operates as a licensed producer/wholesaler of craft cannabis in Ontario and has since been granted its sales amendment from Health Canada to sell directly to provincial retail boards for consumer products. Canary has recorded a depreciation expense of $426,631 during the six months ended June 30, 2023 (June 30, 2022: $452,245) while CannaKorp has recorded a depreciation expense of $252 during the six months ended June 30, 2023 (June 30, 2022: $714). JVCo assets are consolidated with cost $723,231 and depreciation $15,371. Below is a breakdown of the consolidated fixed asset, category wise: Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,452,252 770,161 43,553 6,851,094 9,117,060 Accumulated depreciation (481,941) (747,730) (43,490) (2,070,664) (3,343,825) 970,311 22,431 63 4,780,430 5,773,235 |
Joint Venture
Joint Venture | 6 Months Ended |
Jun. 30, 2023 | |
Joint Venture | |
Joint Venture | 6. Joint Venture Historical information Effective May 14, 2020, Canary entered into a Joint Venture Agreement (“Joint Venture”) with 9258159 Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “Thrive Cannabis”) and 2755757 Ontario Inc., a corporation organized under the laws of the Province of Ontario, Canada (referred to as “JVCo”). Canary and Thrive Cannabis each hold 50% of the voting equity interest in JVCo. The term of the Joint Venture is five (5) years from its effective date of May 14, 2020. Under the Joint Venture, JVCo is permitted to use the rooms, of Canary’s licensed cannabis cultivation facilities located in Simcoe, Ontario, Canada (“Licensed Site Portion”) to operate and manage the Licensed Site Portion for the cultivation and process of cannabis pursuant to Canary’s license issued by Health Canada. During the term of the Joint Venture, JVCo will be responsible for the administration, operation and management of the Licensed Site Portion and all proceeds from the sale of the cannabis and related cannabis products cultivated therein will be payable to the JVCo. In addition, Canary, Thrive Cannabis, and JVCo entered into a Unanimous Shareholder Agreement dated May 14, 2020, governing the management and administration of the business of JVCo. During the period ended June 30, 2023, the Joint Venture partners, Canary and Thrive Cannabis entered into an agreement. Pursuant to this agreement the Company received a total of $1,577,214 (CAD 2,125,482) of which $1,018,996 (CAD 1,373,218) were reduced from investment in joint venture as these represented recovery of investment and $558,218 (CAD 752,264) were classified as other income representing recovery of interest expense charged on shareholder loan, which was primarily provided to support Joint Venture operations. Also refer to shareholder loan in Note 8. As per the Joint Venture, Canary provided the JVCo with a Hard Cost Loan with the maximum amount of $906,360 (CAD 1,200,000). This loan bore an interest rate of 7% per annum, matured in 12 months from the effective date, and was secured against the personal property of the JVCo and Thrive had guaranteed one-half (1/2) The Company recorded JVCo’s results through April 27, 2023 using the equity table and below is the table which summarizes the activity of the period (through April 27, 2023): Period ended January 1 to April 27, 2023 Six months ended June 30, 2022 CAD USD CAD USD Sales 1,068,799 791,285 2,681,955 2,109,626 Cost of goods sold 620,344 459,271 1,332,020 1,047,767 Gross profit 448,455 332,014 1,349,935 1,061,859 Operation expenses 383,358 283,819 965,882 759,763 Net income (loss) 65,097 48,195 384,053 302,096 Eligible recoverable expenses 1,437,054 1,060,833 2,475,041 1,920,632 Recoverable amount 1,437,054 1,060,833 2,475,041 1,920,632 Income (loss) on equity 32,549 24,098 192,026 151,048 Termination of joint venture agreement during quarter ended June 30, 2023 On April 27, 2023, Canary and Thrive Cannabis entered into a Release and Settlement Agreement (“Settlement Agreement”) in which Thrive Cannabis has transferred its shares in the capital of JVCo and rights of assets held by JVCo. Pursuant to the above Settlement Agreement, Thrive Cannabis paid Canary $1,051,000 to release Thrive Cannabis from any mortgages, charges, pledges, security interests, liens, encumbrances, writs of execution, actions, claims, demands and equities of any nature related to JVCo from their share of ownership of JVCo. The Company was accounting for the Joint Venture transactions using the equity method under ASC 323 Investments — Equity Method and Joint Ventures. As a consequence of the above agreement, as the joint venture (a separate legal entity) has become a subsidiary of the company as of April 27, 2023, therefore, the company will use the acquisition method of accounting (using a step acquisition method) under ASC 805 Business Combination. Following the completion of the Settlement Agreement, Canary’s equity interest in JVCo increased from 50% to 100%. Effective April 28, 2023, the Company started consolidating result’s of operations of the JVCo and eliminated any intercompany transactions and balances between the Company (Target and Canary) and JVCo. As a consequence of the above Settlement Agreement and after obtaining 100% shares of the JVCo, the Company acquired the following assets: Fair value $ Assets acquired: Inventory 1,690,368 Fixed assets 534,816 2,225,184 As of April 27, 2023, the Company had a carrying value of the investment in Joint Venture and receivable from Joint Venture on the consolidated balance sheets amounting to $1,023,608 and $706,598, respectively. Pursuant to the above Settlement Agreement, the Company received $776,382 against these balances. Accordingly, the remaining balance of $953,824 was compared to the fair value of the net assets acquired and this resulted in net recognition of $1,428,185 as a non-operating gain reported in the Consolidated Statement of Operations as net gain from termination of the Joint Venture. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill | |
Goodwill | 7. Goodwill Business Acquisition ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. CannaKorp Inc. Effective January 25, 2019, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with CannaKorp Inc., a Delaware corporation (“CannaKorp”). Company had previously entered into a Letter of Intent with CannaKorp dated November 30, 2018, which was disclosed in the Company’s report on Form 8-K filed December 4, 2018. The Exchange Agreement provides that, subject to its terms and conditions, the Company issued to the CannaKorp shareholders an aggregate of 30,407,412 shares of the Company’s common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding common stock of CannaKorp held by the CannaKorp shareholders. In addition, the Company issued Common Stock Purchase Warrants (“CannaKorp Warrants”) in exchange for all outstanding and promised CannaKorp stock options. The CannaKorp Warrants granted the holders thereof the right to purchase up to approximately 7,211,213 shares of the Company’s common stock. The Company also assumed all outstanding liabilities of CannaKorp. Upon the closing of the Exchange Agreement, CannaKorp continued its business operations as a subsidiary of the Company. The transaction was closed effective March 1, 2019. Due to the publicly traded nature of the Company’s shares of the common stock, the equity issuance of the shares was considered to be a more reliable measurement of the fair market value of the transaction compared to having a separate valuation of the net assets. This acquisition was accounted for using the acquisition method of accounting. As of March 1, 2019, the fair value of the net liabilities was $2,534,121 and the purchase consideration was fair valued as $4,062,844, shown below, leading to a goodwill allocation of $6,071,627. The purchase consideration of 30,407,412 shares and 7,211,213 warrants of the Company’s common stock are valued as detailed below: $ Number of Common Stock 30,407,712 Market price on the date of issuance 0.108 Fair value of Common Stock 3,284,033 $ Number of warrants 7,211,213 Fair value price per warrant 0.108 Fair value of warrant 778,811 Fair value of Common Stock 3,284,033 Fair value of warrant 778,811 Purchase consideration 4,062,844 The fair value of these warrants was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: ● Forfeiture rate of 0% ; ● Stock price of $0.108 per share; ● Exercise price between the range of $0.13 to $0.15 per share ● Volatility at 635.49% ● Risk free interest rate of 2.55% ; ● Expected life of 2 years; and ● Expected dividend rate of 0% During the year ended December 31, 2019, the goodwill was revaluated after the completion of CannaKorp’s audit of the year ended December 31, 2018. This resulted in changing the balance on the acquisition date, March 1, 2019, thereby increasing the goodwill by $369,315 to $6,071,627. However, during the same year the Company identified circumstances that would call for an evaluation of goodwill impairment and therefore impaired $1,485,925 reducing the goodwill related to the CannaKorp to $4,585,702. Further, during the year ended December 31, 2020, the Company identified circumstances that would call for an evaluation of goodwill impairment and therefore impaired During the year ended December 31, 2021, all of the CannaKorp Warrants expired, none were exercised. Visava Inc./Canary Rx Inc. On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 100% of Canary Rx Inc., a Canadian corporation that holds a leasehold interest in a parcel of property located in Ontario’s Garden Norfolk County for the production of cannabis. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of Visava Inc. in exchange for the issuance of 25,500,000 shares of the Company’s Common Stock and issued to the Visava shareholders, prorata Common Stock Purchase Warrants (“Visava Warrants”) purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Visava Warrants. As a result of this transaction, Visava Inc. became a wholly-owned subsidiary of the Company and the former shareholders of Visava Inc. owned approximately 46.27% of the Company’s shares of Common Stock. The transaction was closed effective August 2, 2018. During the year ended, December 31, 2020, all of the Visava Warrants expired, none were exercised. This acquisition was accounted for using the acquisition method of accounting. As of August 2, 2018, the fair value of the net liabilities was $275,353 and the purchase consideration was fair valued as $3,318,842, shown below, leading to a goodwill allocation of $3,594,195. $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 The fair value of these warrants was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: ● Forfeiture rate of 0% ; ● Stock price of $0.067 per share; ● Exercise price of $0.10 per share ● Volatility at 329% ● Risk free interest rate of 2.66% ; ● Expected life of 2 years; and ● Expected dividend rate of 0% During the year ended December 31, 2022, the Company identified circumstances that would call for an evaluation of goodwill impairment and therefore impaired $3,315,749 reducing the goodwill related to the Canary to $263,117 (December 31, 2021: the Company has identified no circumstances which would call for further evaluation of goodwill impairment related to Canary). During the year ended, December 31, 2022, all of the Visava Warrants expired, none were exercised. Goodwill The Company tests for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Companyutilizes the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to the statement of operations. |
Related Party Transactions and
Related Party Transactions and Balances | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions and Balances | |
Related Party Transactions and Balances | 8. Related Party Transactions and Balances During the six months ended June 30, 2023, the Company expensed $155,515 (June 30, 2022: $83,516) in management service fee for services provided by the current key officers of the company. The breakdown of the related party balance as of June 30, 2023 of $11,336,630 (December 31, 2022: $10,346,465) is below: Debt purchase by CL Investors Inc. On June 15, 2020, the Company and its subsidiaries, entered into a Debt Purchase and Assignment Agreement (“Agreement”) with CL Investors Inc. (“CLI). June 15th was the preliminary date of the agreement and the agreement was not finalized until the later date as indicated below. The CEO and director of the Company is a shareholder and , the Secretary of CLI, and the brother of the CEO is the President and sole director of CLI, therefore, the loan from CLI is classified under related party transactions. Pursuant to the agreement, CLI purchased from the Company for the sum of $2,190,370 (CAD $2,900,000) a debt obligation owing from Canary, the Company’s second- tier subsidiary, to the Company in the principal balance of $8,006,180 (CAD $10,600,000 (“Canary Debt”)). Upon receipt of the monetary consideration, the Company loaned the full sum to Canary under terms of an unsecured, non-interest-bearing promissory note, subject to a covenant by the Company not to take any collection action so long as the Canary Debt remains unpaid to CLI. As of June 30, 2023, $3,777 (CAD $5,000) is still outstanding from CLI. The Canary debt owed to CLI from Canary bears an interest rate of 5% per annum and matures on August 14, 2025. The repayment of the debt is guaranteed by the Company and its subsidiaries plus secured by a general security interest in the assets of the Company and its subsidiaries and a pledge by the Company of all of the issued and outstanding common stock of Canary, Visava and CannaKorp Inc. held by the Company. In addition to the above, CLI has been granted an option, in lieu of repayment of the amended Canary Debt, to demand, in its sole and absolute discretion the transfer, assignment and conveyance of 75% of the issued and outstanding capital stock of Visava and Canary. Furthermore, the President and sole director of CLI has been granted an option to acquire the remaining 25% of the issued and outstanding capital stock of Visava and Canary. Interest expense charged for the six months ended in the amount of $194,412 (CAD $262,011) is included in interest and bank charges on the unaudited condensed consolidated interim statement of operations and comprehensive loss and accrued interest in the amount of $438,434 (CAD 580,477) is included in accounts payable and accrued liabilities on the unaudited condensed consolidated interim balance sheet. The repayment schedule of the minimum principal payments is shown below: 2023 $ 552,583 2024 3,613,227 2025 3,706,326 Total 7,872,136 Current portion (1,540,099) Non-current portion $ 6,332,037 Effective August 14, 2020, the Agreement was amended (“Amendment”) to provide that CLI will purchase from Rubin Schindermann, a director of the Company, 500,000 shares of the Company’s Series A Preferred Stock in consideration of the payment by CLI to Rubin Schindermann of $75,530 (CAD $100,000) and the issuance to Mr. Schindermann of 10,000,000 shares of the Company’s common stock. In consideration of the foregoing, Mr., Schindermann resigned as a director of the Company and from all administrative and executive positions with the Company’s subsidiaries. In addition, the Company issued Common Stock Purchase Warrant for 10,000,000 shares of Target common stock to CLI as consideration for the Agreement. Refer to Note 11 for additional details on warrants. The combined impact of both transactions resulted in a debt issuance cost of $251,518. This debt issuance cost will be amortized over the term of the debt on a straight-line basis. As at June 30, 2023, the balance is $107,552 of which $50,679 is current while $56,873 is non-current. Shareholder loan One of the Company’s shareholders provided a loan to the Company. The loan is secured by all assets owned by the Company and its subsidiaries including leasehold improvements and matures on September 28, 2023 and therefore is presented as current. The loan was provided in five tranches and the latest amendment increased the maximum loan amount by $679,770 (CAD 900,000) while the rest of terms remained unchanged. The specific details of each tranche of the loan are shown below: Interest rate Maximum loan Outstanding loan CAD USD CAD USD Tranche 1 16.00 % 1,043,593 788,226 1,043,593 788,226 Tranche 2 43.26 % 1,592,787 1,203,032 1,592,787 1,203,032 Tranche 3 43.26 % 250,000 188,825 250,000 188,825 Tranche 4 43.26 % 500,000 377,650 500,000 377,650 Tranche 5 43.26 % 500,000 377,650 400,000 302,120 Total 3,886,380 2,935,383 3,786,380 2,859,853 Interest expense charged for the six months ended June 30, 2023 in the amount of $494,865 (CAD $655,190) is included in interest and bank charges on the unaudited condensed consolidated interim statement of operations and comprehensive loss and accrued interest in the amount of $941,134 (CAD 1,246,042) is included in accounts payable and accrued liabilities on the unaudited condensed consolidated interim balance sheet. The Seventh Amending Agreement, dated February 16, 2023 (“Seventh Amendment”), filed herewith as Exhibit 10.34, memorializes Tranche 4 of the subject shareholder loan, and is the subject of Form 8-K Report and subsequent Form 8-K/A Reports, dated February 22, March 13, and August 4, 2023, respectively. The amount of the Advance in the Seventh Amendment was incorrectly reported on February 22 and March 13, 2023, and Exhibit 10.32 was also inaccurate with respect ot the amount of the Advance. The amount of the Advance is CDN$500,000.00 as reported on Form 8-K/A, dated August 4, 2023, and as reflected at Exhibit 10.34, filed herewith, and further, the amount of the Lender’s Fee was CDN$50,000. Outstanding management service fee The balance owing to key officers of the Company is $647,194 (December 31, 2022: $585,261). The outstanding balance is primarily the outstanding management service fee. Balances outstanding related to subsidiaries During the year ended December 31, 2019, the Company settled with the loan holders provided to the Company’s subsidiary, CannaKorp. The total amount subject to settlement was $817,876 which includes accrued interest and accrued payroll. The company settled by paying $954,374 as consideration of cash, 920,240 shares (recorded in shares to be issued) and warrants of 920,240 shares with an exercise price of $0.15 per share. This resulted in a settlement loss of $136,498. These warrants expired during the year ended December 31, 2021. Of the total settlement amount, as of June 30, 2023 and December 31, 2022, $65,000 was outstanding to be paid. This amount includes late payment penalties of $25,000. During the year ended December 31, 2021, all of the warrants expired, none were exercised. Balances outstanding related to directors During the six months ended June 30, 2023, the Company has purchased $nil of consulting services from GTA Angel Group which is owned by the Company’s CEO’s brother. The balance outstanding as of June 30, 2023 is $25,605 and is included in accounts payable and accrued liabilities. The Company subleases its principal executive office premise from Norlandam Marketing Inc., a company owned by one of the directors. During the quarter ended March 31, 2021, the premises were subleased to a third party that makes rent payments directly to Norlandam Marketing Inc. The balance outstanding as of June 30, 2023 is $nil. |
Operating Lease Right-Of-Use As
Operating Lease Right-Of-Use Assets and Lease Liability | 6 Months Ended |
Jun. 30, 2023 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Operating Lease Right-Of-Use Assets and Lease Liability | 9. Operating Lease Right-Of-Use Assets and Lease Liability The Company adopted ASC 842 as of January 1, 2019, using a modified retrospective approach and applying the standard’s transition provisions at January 1, 2020, the effective date. The Company made an accounting policy election to exclude from balance sheet reporting those leases with initial terms of 12 months or less. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at the adoption date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. The Company does not own any real property. It currently leases two office/facility spaces. For accounting purposes, this lease is treated as an operating leases. Upon adoption of ASC 842, the Company recognized $1,705,628 (CAD $2,258,212) of right-to-use assets as operating leases and operating lease obligations. The right-to-use asset was reduced by $1,578,517 (CAD $2,089,921) due to recognition of the prior deferred rent liability which was eliminated upon adoption of ASC 842. Details of these leases are detailed below: During the quarter ended March 31, 2021, the Company subleased its executive premises to a third party that makes rent payments directly to the landlord. However, if the sub-lessee cancels its sub-lease agreement with the landlord during the Company’s lease term with the landlord (ending on August 30, 2023), the Company will be responsible for making rent payments for the period from the date of cancellation by the sub-lessee to August 30, 2023. The Company’s subsidiary, Canary, is a party to a 10-year lease agreement (initiated in July 2014) with respect to its facility to produce craft cannabis at scale. The lease agreement was amended effective January 1, 2020, where the amended 10-year term starts on May 1, 2020 and provides the Company with an option to extend for three (3) additional terms of ten (10) years. Additionally, effective January 1, 2020, the amended agreement increased the minimum rent to $26,436 (CAD $35,000) plus applicable taxes per month and on each anniversary date, commencing from January 1, 2021, the minimum rent will increase by 1.00%. Furthermore, only the current 10-year term has been factored into the calculation of the lease liability. Effective May 1, 2020, due to the implementation of the new lease, $746,458 (CAD $988,293) was forgiven by the landlord and one vendor. These leases will expire between 2023 and 2030. The weighted average discount rate used for these leases was 16% (average borrowing rate of the Company). Maturities of lease liabilities were: 2023 $ 165,264 2024 330,107 2025 333,408 2026 336,742 Thereafter 1,147,370 Total lease payments 2,312,891 Less imputed interest (905,947) Present value of lease liabilities 1,406,944 Current portion (118,047) Non-current portion $ 1,288,897 Below is the reconciliation of the net operating lease presented on the unaudited condensed consolidated interim statement of operations: For the For the For the For the three months ended three months ended six months ended six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 $ $ $ $ Gross operating lease expense — 66,672 119,562 134,199 Gross rent and utilities expenses 28,400 132,169 (35,207) 254,382 Recoverable expenses from JVCo related to rent and utilities — (209,219) (67,045) (422,486) 28,400 (10,378) 17,310 (33,905) As explained in Note 6, the JVCo reimburses a certain percentage of gross expenses incurred by Canary which includes rent and utilities. Due to this unique circumstance and since operating lease expense are related to rent expenses, the Company has decided to group the operating lease expenses, all lease-related expenses and the recoverable amount from JVCo to show a net operating lease expense. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | 10. Convertible Promissory Notes Interest amounting to $9 was accrued for the six months ended June 30, 2023 (June 30, 2022: $18). Principal amount outstanding as of June 30, 2023 and December 31, 2022 was $480. At both reporting dates, the entire balance was current. All notes maturing prior to the date of this report are outstanding. Derivative liability During the six months ended June 30, 2023, there were no conversion of principal balance of convertible promissory notes (June 30, 2022: $nil). The Company recorded and fair valued the derivative liability as follows: Derivative Derivative liability as at Conversions / Redemption liability as at December 31, during the Change due to Fair value June 30, 2022 period Issuances adjustment 2023 $ $ $ $ $ Note D 1,446 — — 134 1,580 Note F 10,034 — — 777 10,811 Note G 3,645 — — 282 3,927 15,125 — — 1,193 16,318 Key assumptions used for the valuation of convertible notes Derivative element of the convertible notes was fair valued using a multinomial lattice model. Following assumptions were used to fair value these notes as of June 30, 2023: ● Projected annual volatility of 329% to 329% ; ● Risk free interest rate of 5.06% to 5.06% ; ● Stock price of $ 0.006 to 0.006 ; ● Liquidity term of 0.25 to 0.25 years; ● Dividend yield of 0% ; and ● Exercise price of $ 0.0012 to $0.0151 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Capitalization Preferred Stock ● Par value: $0.0001 ● Authorized: 20,000,000 ● Issued: 1,000,000 shares were outstanding as of June 30, 2023 and December 31, 2022 Common Stock ● Par value: $0.0001 ● Authorized: 850,000,000 ● Issued: 617,025,999 shares are outstanding as at June 30, 2023 and December 31, 2022 As of June 30, 2023, convertible notes, warrants and preferred stock outstanding could be converted into 28,129,370 (December 31, 2022: 17,258,122), 10,400,008 (December 31, 2022: 53,950,001) and 100,000,000 (December 31, 2022: 100,000,000) shares of common stock, respectively. Preferred Stock Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have pre-emptive rights. Any shares of preferred stock so issued would typically have priority over the common stock concerning dividend or liquidation rights. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock unless otherwise required by law. Series A Preferred Stock (“Series A Stock”) Dividends shall be declared and set aside for any shares of Series A Stock in the same manner and amount as for the Common Stock. Series A Stock, as a class, shall have voting rights equal to a multiple of 2X the number of shares of Common Stock issued and outstanding that are entitled to vote on any matter requiring shareholder approval. The Series A Stockholders shall not vote as a separate class but shall vote together with the common stock on all matters, including any amendment to increase or decrease the authorized capital stock. Upon the voluntary or involuntary dissolution, liquidation or winding up of the corporation, the assets of the Company available for distribution to its shareholders shall be distributed to the holders of common stock and the holders of the Series A Stock ratable without any preference to the holders of the Series A Stock. Shares of Series A Stock can be converted at any time into fully paid and nonassessable shares of Common Stock at the rate of one hundred ( 100 ) shares of Common Stock for each one ( 1 ) share of Series A Stock. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratable in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefore. Holders of common stock have no pre-emptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value. 2023 During the quarter ended June 30, 2023, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by the President of Serious Seeds B.V., Simon Smit (“Smit”), to the Company’s subsidiary, Canary. These were recorded at a fair value of $48, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued. During the quarter ended March 31, 2023, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at a fair value of $63, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued. 2022 During the quarter ended March 31, 2022, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at a fair value of $153, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued. During the quarter ended June 30, 2022, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at a fair value of $114, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued. During the quarter ended September 30, 2022, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at a fair value of $120, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued During the quarter ended December 31, 2022, the Company issued 15,624 shares of common stock to be issued as consideration of the intellectual property rights granted by Smit to the Company’s subsidiary, Canary. These were recorded at a fair value of $73, based on the market price of the Company’s stock on the date of the agreement. These are currently recorded under shares to be issued and will be allocated between common stock and additional paid-in capital once the shares are issued. Shares to be issued include the following: Shares Amount Description 80,000 shares of common stock to be issued as compensation to advisers and consultants. These were recorded at fair value of $52,000, based on the market price of the Company’s stock on the date of issue. Services 115,000 $ 73,000 35,000 to be issued as settlement of the amount due for website development services amounting to $247,306. The fair value of the shares on the date of settlement was $21,000, resulting in a gain on settlement amounting to $226,306 during the year ended December 31, 2017. Private placements 346,296 $ 18,787 Consideration for private placements with the fair value based on cash proceeds received. Proper allocation between common stock and additional paid-in capital of the amount received will be completed in the period when the shares are issued. Settlement of loans of CannaKorp 930,240 $ 80,838 Refer to Note 14 for details. Agreement with Serious Seeds 218,736 2,668 As consideration for intellectual property rights granted by Smit. The fair value is based on the market price of the Company’s stock on the date of issue as per the agreement. 1,610,272 $ 175,293 Warrants The warrants (with an exercise price in United States Dollar) were re-classified as a liability as of December 31, 2019, and therefore have been revalued on each quarter end. The fair value of the warrants was measured on reporting dates using the Black-Scholes option pricing model using the following assumptions: 2023 As at As at June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% Stock price $0.006 $0.003 Exercise price $0.250 to $0.300 $0.250 to $0.300 Volatility 273% to 342% 244% to 305% Risk free interest rate 5.40% 4.64% Expected life (years) 0.02 to 1.68 0.02 to 1.93 Expected dividend rate 0% 0% 2022 As at As at As at As at December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 $0.005 $0.008 $0.009 Exercise price $0.200 to $0.300 $0.200 to $0.300 $0.050 to $0.300 $0.023 to $0.250 Volatility 253% to 312% 214% to 279% 192% to 306% 192% to 306% Risk free interest rate 4.73% 4.05% 2.92% 2.28% Expected life (years) 0.02 to 1.93 0 to 1.94 0 to 1.94 0 to 1.93 Expected dividend rate 0% 0% 0% 0% The fair value of the warrants issued during the year issued was measured at the date of acquisition using the Black-Scholes option pricing model using the following assumptions: 2023 During quarter During quarter ended ended June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% Stock price $0.003 to $0.003 $0.003 to $0.005 Exercise price $0.350 $0.300 Volatility 342% 305% Risk free interest rate 3.82% to 4.51% 4.24% to 4.89% Expected life (years) 2 2 Expected dividend rate 0% 0% Fair value of warrants $138 $160 2022 During quarter During quarter During quarter During quarter ended ended ended ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 to $0.006 $0.007 to $0.008 $0.005 to $0.010 $0.008 to $0.013 Exercise price $0.300 $0.300 $0.300 $0.250 Volatility 279% 279% 299% 306% Risk free interest rate 4.23% to 4.66% 2.97% to 3.50% 2.50% to 2.73% 0.88% to 1.50% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $176 $288 $306 $430 Breakdown of warrants outstanding as of June 30, 2023 and December 31, 2022 are detailed below: Remaining Remaining contractual life contractual life Warrants Warrants term as at term as at outstanding as at outstanding as at June 30, December 31, June 30, December 31, 2023 2022 2023 2022 (years) (years) Private placements — 43,549,993 N/A 0.11 to 0.47 Serious Seeds 400,008 400,008 0.02 to 1.93 0.02 to 1.93 CLI 10,000,000 10,000,000 2.12 2.62 Total 10,400,008 53,950,001 During the six months ended June 30, 2023, 5,416,668 warrants expired (related to private placements and Serious Seeds). Movement of the warrant liability is detailed below: Warrant liability as at December 31, 2022 489 Warrant liability for new issuance 298 Change in fair value 144 Warrant liability as at June 30, 2023 931 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | 12. Earnings (Loss) Per Share FASB ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic earnings per share include no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Contingencies and commitments
Contingencies and commitments | 6 Months Ended |
Jun. 30, 2023 | |
Contingencies and commitments | |
Contingencies and commitments | 13. Contingencies and commitments Contingencies During the year ended December 31, 2019, a terminated employee of Canary has filed a lawsuit against the Company amounting to approximately $1,586,130 (CAD 2,100,000 ) in Ontario, Canada. Currently, the Company is defending its position and believes that the ultimate decision will be in favor of the Company. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no provision has been recognized. A complaint for damages of $150,000 was lodged against CannaKorp by the former Chief Financial Officer of CannaKorp for outstanding professional fees. No claim has been registered. The management is of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As of June 30, 2023, $188,865 has been recorded in CannaKorp’s payable based on past accruals and outstanding invoices. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. A claim for damages of $1,406,977 (CAD $1,862,805) was lodged against Company and its directors by the former Chief Financial Officer of the Company for wrongful dismissal. The management is of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As of June 30, 2023, $11,098 has been recorded in Target’s payable based on past accruals. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. During the year ended December 31, 2020, a claim for damages of $98,777 (CAD $130,778) was lodged against Canary by a vendor for breach of contract. The management is of the view that no material losses will arise in respect of the legal claim at the date of these unaudited condensed consolidated interim financial statements. As of June 30, 2023, $104,345 (CAD $138,150) has been recorded in the Canary’s payable based on past accruals. Due to the uncertainty of timing and the amount of estimated future cash flows, if any, relating to this claim, no further amount has been recognized. As explained in Note 1, on July 27, 2020 (“Effective Date”), the Company entered into a settlement agreement with cGreen, Inc., a Delaware corporation (“cGreen”). As consideration, the Company paid $130,000 within 30 days of the Effective Date and paid $100,000 in monthly installments of $10,000 commenced in April 2021 to cGreen. During the quarter ended March 31, 2022, the outstanding balance was paid in full and the claim is closed. Covid-19 Pandemic On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. This resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including the closure of certain non-essential businesses. During the period and year ended June 30, 2023 and December 31, 2022, respectively, the pandemic and its lasting impacts did not have a material impact on the Company’s operations. As of June 30, 2023 and December 31, 2022, the Company did not observe any material impairment of its assets or a significant change in the fair value of assets due to the COVID-19 pandemic or its lasting impacts. Despite the WHO’s declaration, on or about May 5, 2023, of the end of the COVID-19 global pandemic, the lasting impacts of COVID-19 on the United States, Canada, and the broader global economy, including supply chain disruption, may have a significant continuing negative effect on the Company and may materially impact the Company in the future. The Company had taken, and will again, as necessary, continue to take, steps to minimize the potential impact of the pandemic including safety measures with respect to personal protective equipment, the reduction in travel and the implementation of a virtual office including regular video conference meetings and participation in virtual customer meetings and other virtual events. It is not possible to predict the lasting impacts that COVID-19 will have on the Company’s business, balance sheet and operating results in the future. In addition, it is possible that estimates in the Company’s Financial statements will change in the near term as a result of the lasting impacts of COVID-19, and the effect of any such changes could be material, which could result in, among other things, impairment of long-lived assets including goodwill. The Company is closely monitoring the lasting impacts of the pandemic on all aspects of its business. Commitments As per the Distribution, Collaboration and Licensing Agreement (“ Agreement In consideration of the Company’s appointment as Serious’ exclusive distributor in Canada, the Company will pay Serious certain royalties as follows: 1 st 2.00% of gross sales 2 nd 2.25% of gross sales 3 rd 2.50% of gross sales 4 th 2.75% of gross sales 5 th 3.00% of gross sales |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events The Company’s management has evaluated subsequent events up to August 9, 2023, the date the unaudited condensed consolidated interim financial statements were issued, pursuant to the requirements of ASC 855 and there is no subsequent events to report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. The unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2023, or for any other interim period. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto as of and for the year ended December 31, 2022. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Visava Inc./Canary Rx Inc/ CannaKorp, Inc and JVCo. Significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals. Actual results could differ from those estimates. |
Cash | Cash The Company places its cash with high-quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation (FDIC) limit as of June 30, 2023 and June 30, 2022. Cash and cash equivalents include cash on hand and deposits at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2023 and 2022. Restricted cash represents deposits made to the Company’s bank as a requirement to use the bank’s credit card which is not available for immediate or general business use. |
Fixed Assets | Fixed Assets Fixed assets are reported at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets, commencing when the assets become available for productive use, based on the following estimated useful lives: Depreciation is calculated using the following terms and methods: Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the profit or loss in the period the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each reporting date, and adjusted prospectively, if appropriate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed consolidated interim financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed consolidated interim financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The estimated fair value of cash and accounts payable and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The derivative liabilities of the promissory convertible notes and warrant liabilities are valued Level 3, refer to Note 10 and 11 for further details. |
Revenue recognition | Revenue recognition The Company adopted ASC 606 effective January 1, 2019, using the modified retrospective method after electing to delay the adoption of the accounting standard as the Company qualified as an “emerging growth company”. Since the Company did not have any contracts as of the effective day, therefore, there was no material impact on the consolidated financial statements upon adoption of the new standard. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell our finished products to our customers, wholesalers, distributors or retailers. Control of the finished products is transferred upon shipment to, or receipt at, our customers’ locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. The Company generated revenue of $758,984 during the six month ended June 30, 2023 whereas $nil in June 30, 2022. In addition, Canary generated revenue of $791,285 (though its investment in JVCo) during the six months ended June, 30 2023 (six months ended June 30, 2022: $2,109,626) and is represented as a share of income (losses) from joint venture on the unaudited condensed consolidated interim statement of operations. The revenue was concentrated to eight customers (2022: three). The revenue represents the sale of cannabis products. Since the customers have received the product and there are no further obligations as per the agreement, revenue was recognized. Refer to Note 6 for additional details. |
Equity Method Investments | Equity Method Investments The Company uses the equity method of accounting for investments when the Company has the ability to significantly influence, but not control, the operations or financial activities of the investee. As part of this evaluation, the Company considers the participating and protective rights in the venture as well as its legal form. The Company records the equity method investments at cost and subsequently adjust their carrying amount each period for the Company’s share of the earnings or losses of the investee and other adjustments required by the equity method of accounting. Distributions received from the equity method investments are recorded as reductions in the carrying value of such investments and are classified on the unaudited condensed consolidated interim statements of cash flows pursuant to the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed the cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities. The Company monitors equity method investments for impairment and records reductions in their carrying values if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other than temporary. To determine whether an impairment is other than temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of the investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company has recorded no impairment losses related to our equity method investments during the six months ended June 30, 2023, and 2022. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company will be evaluating the impact this standard will have on the Company’s unaudited condensed consolidated interim financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of property, plant and equipment useful life | Furniture & office equipment Straight-line 7 years Machinery & equipment Straight-line 3-5 years Software Straight-line 3 years Leasehold improvements Straight-line Lease period |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fixed Assets | |
Schedule of fixed assets | Furniture & Machinery & Leasehold fixture Equipment Software improvements Total $ $ $ $ $ Cost 1,452,252 770,161 43,553 6,851,094 9,117,060 Accumulated depreciation (481,941) (747,730) (43,490) (2,070,664) (3,343,825) 970,311 22,431 63 4,780,430 5,773,235 |
Joint Venture (Tables)
Joint Venture (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Joint Venture | |
Schedule of the activity of the period of JVCo | Period ended January 1 to April 27, 2023 Six months ended June 30, 2022 CAD USD CAD USD Sales 1,068,799 791,285 2,681,955 2,109,626 Cost of goods sold 620,344 459,271 1,332,020 1,047,767 Gross profit 448,455 332,014 1,349,935 1,061,859 Operation expenses 383,358 283,819 965,882 759,763 Net income (loss) 65,097 48,195 384,053 302,096 Eligible recoverable expenses 1,437,054 1,060,833 2,475,041 1,920,632 Recoverable amount 1,437,054 1,060,833 2,475,041 1,920,632 Income (loss) on equity 32,549 24,098 192,026 151,048 |
Schedule of fair value of net assets | Fair value $ Assets acquired: Inventory 1,690,368 Fixed assets 534,816 2,225,184 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill | |
Schedule of business acquisitions | $ Number of Common Stock 30,407,712 Market price on the date of issuance 0.108 Fair value of Common Stock 3,284,033 $ Number of warrants 7,211,213 Fair value price per warrant 0.108 Fair value of warrant 778,811 Fair value of Common Stock 3,284,033 Fair value of warrant 778,811 Purchase consideration 4,062,844 |
Schedule of recognized identified assets acquired and liabilities assumed | $ Number of Common Stock 25,500,000 Market price on the date of issuance 0.067 Fair value of Common Stock 1,695,750 $ Number of warrants 25,000,000 Fair value price per warrant 0.065 Fair value of warrant 1,623,092 Fair value of Common Stock 1,695,750 Fair value of warrant 1,623,092 Purchase consideration 3,318,842 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions and Balances | |
Schedule of repayment of the minimum principal payments | 2023 $ 552,583 2024 3,613,227 2025 3,706,326 Total 7,872,136 Current portion (1,540,099) Non-current portion $ 6,332,037 |
Schedule of each tranche of the shareholders loan | Interest rate Maximum loan Outstanding loan CAD USD CAD USD Tranche 1 16.00 % 1,043,593 788,226 1,043,593 788,226 Tranche 2 43.26 % 1,592,787 1,203,032 1,592,787 1,203,032 Tranche 3 43.26 % 250,000 188,825 250,000 188,825 Tranche 4 43.26 % 500,000 377,650 500,000 377,650 Tranche 5 43.26 % 500,000 377,650 400,000 302,120 Total 3,886,380 2,935,383 3,786,380 2,859,853 |
Operating Lease Right-Of-Use _2
Operating Lease Right-Of-Use Assets and Lease Liability (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Operating Lease Right-Of-Use Assets and Lease Liability | |
Schedule of maturities of lease liabilities | 2023 $ 165,264 2024 330,107 2025 333,408 2026 336,742 Thereafter 1,147,370 Total lease payments 2,312,891 Less imputed interest (905,947) Present value of lease liabilities 1,406,944 Current portion (118,047) Non-current portion $ 1,288,897 |
Schedule of reconciliation of net operating lease | For the For the For the For the three months ended three months ended six months ended six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 $ $ $ $ Gross operating lease expense — 66,672 119,562 134,199 Gross rent and utilities expenses 28,400 132,169 (35,207) 254,382 Recoverable expenses from JVCo related to rent and utilities — (209,219) (67,045) (422,486) 28,400 (10,378) 17,310 (33,905) |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Notes | |
Schedule of fair value of the derivative liability | Derivative Derivative liability as at Conversions / Redemption liability as at December 31, during the Change due to Fair value June 30, 2022 period Issuances adjustment 2023 $ $ $ $ $ Note D 1,446 — — 134 1,580 Note F 10,034 — — 777 10,811 Note G 3,645 — — 282 3,927 15,125 — — 1,193 16,318 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Schedule of shares to be issued | Shares Amount Description 80,000 shares of common stock to be issued as compensation to advisers and consultants. These were recorded at fair value of $52,000, based on the market price of the Company’s stock on the date of issue. Services 115,000 $ 73,000 35,000 to be issued as settlement of the amount due for website development services amounting to $247,306. The fair value of the shares on the date of settlement was $21,000, resulting in a gain on settlement amounting to $226,306 during the year ended December 31, 2017. Private placements 346,296 $ 18,787 Consideration for private placements with the fair value based on cash proceeds received. Proper allocation between common stock and additional paid-in capital of the amount received will be completed in the period when the shares are issued. Settlement of loans of CannaKorp 930,240 $ 80,838 Refer to Note 14 for details. Agreement with Serious Seeds 218,736 2,668 As consideration for intellectual property rights granted by Smit. The fair value is based on the market price of the Company’s stock on the date of issue as per the agreement. 1,610,272 $ 175,293 |
Schedule of fair value of the warrants | 2023 As at As at June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% Stock price $0.006 $0.003 Exercise price $0.250 to $0.300 $0.250 to $0.300 Volatility 273% to 342% 244% to 305% Risk free interest rate 5.40% 4.64% Expected life (years) 0.02 to 1.68 0.02 to 1.93 Expected dividend rate 0% 0% 2022 As at As at As at As at December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 $0.005 $0.008 $0.009 Exercise price $0.200 to $0.300 $0.200 to $0.300 $0.050 to $0.300 $0.023 to $0.250 Volatility 253% to 312% 214% to 279% 192% to 306% 192% to 306% Risk free interest rate 4.73% 4.05% 2.92% 2.28% Expected life (years) 0.02 to 1.93 0 to 1.94 0 to 1.94 0 to 1.93 Expected dividend rate 0% 0% 0% 0% 2023 During quarter During quarter ended ended June 30, 2023 March 31, 2023 Forfeiture rate 0% 0% Stock price $0.003 to $0.003 $0.003 to $0.005 Exercise price $0.350 $0.300 Volatility 342% 305% Risk free interest rate 3.82% to 4.51% 4.24% to 4.89% Expected life (years) 2 2 Expected dividend rate 0% 0% Fair value of warrants $138 $160 2022 During quarter During quarter During quarter During quarter ended ended ended ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Forfeiture rate 0% 0% 0% 0% Stock price $0.004 to $0.006 $0.007 to $0.008 $0.005 to $0.010 $0.008 to $0.013 Exercise price $0.300 $0.300 $0.300 $0.250 Volatility 279% 279% 299% 306% Risk free interest rate 4.23% to 4.66% 2.97% to 3.50% 2.50% to 2.73% 0.88% to 1.50% Expected life (years) 2 2 2 2 Expected dividend rate 0% 0% 0% 0% Fair value of warrants $176 $288 $306 $430 Remaining Remaining contractual life contractual life Warrants Warrants term as at term as at outstanding as at outstanding as at June 30, December 31, June 30, December 31, 2023 2022 2023 2022 (years) (years) Private placements — 43,549,993 N/A 0.11 to 0.47 Serious Seeds 400,008 400,008 0.02 to 1.93 0.02 to 1.93 CLI 10,000,000 10,000,000 2.12 2.62 Total 10,400,008 53,950,001 |
Schedule of movement of the warrant liability | Warrant liability as at December 31, 2022 489 Warrant liability for new issuance 298 Change in fair value 144 Warrant liability as at June 30, 2023 931 |
Contingencies and commitments (
Contingencies and commitments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Contingencies and commitments | |
Schedule of royalties payable | 1 st 2.00% of gross sales 2 nd 2.25% of gross sales 3 rd 2.50% of gross sales 4 th 2.75% of gross sales 5 th 3.00% of gross sales |
Organization, Nature of Busin_2
Organization, Nature of Business, Going Concern and Management Plans (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 14, 2020 USD ($) shares | Aug. 14, 2020 CAD ($) shares | Aug. 08, 2019 USD ($) shares | Jun. 27, 2018 $ / shares shares | Jun. 30, 2023 USD ($) ft² shares | Jun. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) shares | Jun. 30, 2023 USD ($) ft² shares | Jun. 30, 2023 CAD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | Jun. 30, 2023 CAD ($) ft² shares | Apr. 27, 2023 USD ($) | May 01, 2019 ft² | Jan. 25, 2019 $ / shares shares | Sep. 30, 2017 ft² | |
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Area of land | ft² | 44,000 | 44,000 | 44,000 | 44,000 | 44,000 | |||||||||||||
Working capital deficit | $ 5,099,244 | $ 5,099,244 | ||||||||||||||||
Accumulated deficit | $ 30,565,571 | 30,565,571 | $ 30,783,678 | |||||||||||||||
Revenue through investment in a joint venture | $ 791,285 | $ 2,109,626 | ||||||||||||||||
Warrants exercised during the period | shares | 0 | 0 | 0 | |||||||||||||||
Common stock, shares issued | shares | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | ||||||||||||||
Warrants purchase | shares | 7,211,213 | 7,211,213 | ||||||||||||||||
Other receivable | $ 3,777 | $ 3,777 | $ 3,692 | |||||||||||||||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||||||||||||||
Debt issuance cost | $ 251,518 | $ 12,354 | $ 12,994 | $ 24,757 | 26,243 | |||||||||||||
Settlement liabilities, current and noncurrent | 0 | $ 10,000 | ||||||||||||||||
Release and settlement amount from Thrive Cannabis | $ 776,382 | |||||||||||||||||
CannaKorp Inc | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Equity method investment, ownership percentage | 100% | |||||||||||||||||
CLI | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt issued | 2,190,370 | $ 2,900,000 | ||||||||||||||||
Principal balance | 8,006,180 | 8,006,180 | $ 10,600,000 | |||||||||||||||
Other receivable | $ 3,777 | 3,777 | $ 5,000 | |||||||||||||||
CLI | Amended agreement | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Shares and warrant issued for acquisition of subsidiary (in shares) | shares | 10,000,000 | 10,000,000 | ||||||||||||||||
Debt issuance cost | $ 251,518 | |||||||||||||||||
Rubin schneidermann | CLI | Amended agreement | Series A preferred stock | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Shares issued for prior private placements (in shares) | shares | 10,000,000 | 10,000,000 | ||||||||||||||||
Number of shares sold | shares | 500,000 | 500,000 | ||||||||||||||||
Consideration for the shares sold | $ 75,530 | $ 100,000 | ||||||||||||||||
Over the Counter | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Warrants exercised during the period | shares | 0 | |||||||||||||||||
Common stock, shares issued | shares | 30,407,412 | |||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.10 | |||||||||||||||||
Visava Inc | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 25,000,000 | |||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.10 | |||||||||||||||||
Visava Inc | Visava and Canary | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Equity method investment, ownership percentage | 100% | |||||||||||||||||
Canada Inc | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Revenue through investment in a joint venture | $ 791,285 | $ 2,109,626 | ||||||||||||||||
Visava and Canary | CLI | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Percentage of issued and outstanding capital to be transferred in lieu of repayment of debt | 75% | 75% | 75% | |||||||||||||||
Percentage of issued and outstanding capital, option granted to acquire | 25% | 25% | 25% | |||||||||||||||
Canary | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Interest rate | 5% | 5% | 5% | |||||||||||||||
Debt term | 60 months | 60 months | ||||||||||||||||
Canary | CLI | First year of the term | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 853,489 | $ 853,489 | $ 1,130,000 | |||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50% | 50% | 50% | |||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | ||||||||||||||||
Canary | CLI | Second year of the term | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 1,586,130 | $ 1,586,130 | $ 2,100,000 | |||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50% | 50% | 50% | |||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | ||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | ||||||||||||||||
Canary | CLI | Third year of the term | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 2,432,066 | $ 2,432,066 | $ 3,220,000 | |||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50% | 50% | 50% | |||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | ||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | ||||||||||||||||
Canary | CLI | Fourth year of the term | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt instrument, maximum amount to be paid | $ 2,326,324 | $ 2,326,324 | $ 3,080,000 | |||||||||||||||
Debt instrument, percentage of net revenue to be paid | 50% | 50% | 50% | |||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | ||||||||||||||||
Debt instrument, threshold period for payment of balance amount | 30 days | 30 days | ||||||||||||||||
Canary | CLI | Fifth year of the term | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Debt instrument, threshold period for consecutive monthly installments payable | 12 months | 12 months | ||||||||||||||||
Debt instrument, threshold period for payment of balance amount by the end of the fifth year | 5 days | 5 days | ||||||||||||||||
Visava Inc | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 46.27% | |||||||||||||||||
Shares issued for prior private placements (in shares) | shares | 25,500,000 | |||||||||||||||||
Maximum | Canary | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Equity interest in joint venture | 100% | |||||||||||||||||
Minimum | Canary | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Equity interest in joint venture | 50% | |||||||||||||||||
Cgreen Inc | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Percentage of royalties on all subleasing revenues | 7% | |||||||||||||||||
Term of license | 10 years | |||||||||||||||||
Stock issuable as consideration for agreement | shares | 10,000,000 | |||||||||||||||||
Percentage of royalties on net sales | 7% | |||||||||||||||||
Shares not issued | shares | 10,000,000 | |||||||||||||||||
Outstanding royalty payable | $ 1,191,860 | |||||||||||||||||
Settlement amount | $ 100,000 | |||||||||||||||||
Settlement period | 30 days | |||||||||||||||||
Monthly installment of settlement amount | $ 10,000 | |||||||||||||||||
Gain on settlement | 1,704,860 | |||||||||||||||||
Cgreen Inc | Within ten (10) days of the effective date | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Shares issued for prior private placements (in shares) | shares | 3,500,000 | |||||||||||||||||
Advance royalties | $ 300,000 | |||||||||||||||||
Cgreen Inc | On January 10, 2020 | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Shares issued for prior private placements (in shares) | shares | 3,500,000 | |||||||||||||||||
Advance royalties | $ 300,000 | |||||||||||||||||
Cgreen Inc | Not later than June 10, 2020 | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Shares issued for prior private placements (in shares) | shares | 3,000,000 | |||||||||||||||||
Advance royalties | $ 400,000 | |||||||||||||||||
Cgreen Inc | Not later than November 10, 2020 | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Advance royalties | $ 500,000 | |||||||||||||||||
Cgreen Inc | Within thirty (30) days of the effective date | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Settlement amount | $ 130,000 | |||||||||||||||||
Canary | ||||||||||||||||||
Organization, Nature of Business, Going Concern and Management Plans | ||||||||||||||||||
Release and settlement amount from Thrive Cannabis | $ 1,051,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) customer | Jun. 30, 2022 USD ($) customer | Jun. 30, 2023 CAD ($) | Jun. 30, 2022 CAD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Cash | $ 0 | $ 0 | |||
Revenue through investment in a joint venture | $ 791,285 | $ 2,109,626 | |||
REVENUE | $ 758,984 | 758,984 | 0 | ||
Canada Inc | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Revenue through investment in a joint venture | $ 791,285 | $ 2,109,626 | |||
Number of customer to whom entire revenue is sold | customer | 8 | 3 | |||
Furniture & office equipment | |||||
Fixed Assets and Capital Work In Progress | |||||
Estimated useful life | 7 years | ||||
Machinery & equipment | Minimum | |||||
Fixed Assets and Capital Work In Progress | |||||
Estimated useful life | 3 years | ||||
Machinery & equipment | Maximum | |||||
Fixed Assets and Capital Work In Progress | |||||
Estimated useful life | 5 years | ||||
Software | |||||
Fixed Assets and Capital Work In Progress | |||||
Estimated useful life | 3 years |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory | ||
Inventory | $ 1,814,902 | $ 0 |
Sales Tax Recoverable and Pay_2
Sales Tax Recoverable and Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Sales Tax Recoverable and Payable | ||
Sales tax recoverable, gross | $ 1,034 | $ 0 |
Allowance on value added tax recoverable | 0 | 0 |
Gross sales tax payable | $ 35,254 | |
Gross Sales | ||
Sales Tax Recoverable and Payable | ||
Sales tax recoverable, gross | 1,034 | |
Gross sales tax payable | $ 0 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
FIXED ASSETS | ||
Cost | $ 9,117,060 | |
Accumulated depreciation | (3,343,825) | |
Fixed assets, net | 5,773,235 | $ 5,554,225 |
Furniture & fixture | ||
FIXED ASSETS | ||
Cost | 1,452,252 | |
Accumulated depreciation | (481,941) | |
Fixed assets, net | 970,311 | |
Machinery & Equipment | ||
FIXED ASSETS | ||
Cost | 770,161 | |
Accumulated depreciation | (747,730) | |
Fixed assets, net | 22,431 | |
Software | ||
FIXED ASSETS | ||
Cost | 43,553 | |
Accumulated depreciation | (43,490) | |
Fixed assets, net | 63 | |
Leasehold improvements | ||
FIXED ASSETS | ||
Cost | 6,851,094 | |
Accumulated depreciation | (2,070,664) | |
Fixed assets, net | $ 4,780,430 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | May 01, 2019 ft² | Sep. 30, 2017 ft² | |
FIXED ASSETS | ||||||
Area of land | ft² | 44,000 | 44,000 | 44,000 | 44,000 | ||
Depreciation expense | $ 229,568 | $ 225,335 | $ 442,254 | $ 452,959 | ||
JVCo assets consolidated, cost | 723,231 | 723,231 | ||||
JVCo assets consolidated, depreciation | $ 15,371 | 15,371 | ||||
Canary | ||||||
FIXED ASSETS | ||||||
Depreciation expense recorded | 426,631 | 452,245 | ||||
CannaKorp Inc | ||||||
FIXED ASSETS | ||||||
Depreciation expense recorded | $ 252 | $ 714 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) | 6 Months Ended | |||||||
Apr. 27, 2023 USD ($) | May 14, 2020 | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 CAD ($) | Apr. 28, 2023 | Dec. 31, 2022 USD ($) | |
Joint Venture, JVCo | ||||||||
Term of the loan | 5 years | |||||||
Recovery of investment | $ 439,640 | $ 1,190,277 | ||||||
Release and settlement amount from Thrive Cannabis | $ 776,382 | |||||||
Investment in joint venture | 1,023,608 | $ 775,577 | ||||||
Receivable from joint venture | 706,598 | $ 630,180 | ||||||
Remaining balance in joint venture | 953,824 | |||||||
Gain from termination of joint venture | 1,428,185 | |||||||
Canary | ||||||||
Joint Venture, JVCo | ||||||||
Release and settlement amount from Thrive Cannabis | $ 1,051,000 | |||||||
Canary | ||||||||
Joint Venture, JVCo | ||||||||
Portion of outstanding balance of the loan guaranteed (as a percent) | 50% | |||||||
Canary | ||||||||
Joint Venture, JVCo | ||||||||
Term of the loan | 12 months | 12 months | ||||||
Loans advanced amounts | $ 253,026 | $ 335,000 | ||||||
Maximum amount of loan | $ 906,360 | 1,200,000 | ||||||
Interest rate (as a percent) | 7% | 7% | ||||||
Interest income | $ 8,628 | $ 11,629 | ||||||
Interest receivable | $ 51,971 | $ 68,809 | ||||||
Equity interest in joint venture | 50% | 100% | ||||||
Canada Inc | ||||||||
Joint Venture, JVCo | ||||||||
Portion of outstanding balance of the loan guaranteed (as a percent) | 50% | 50% | ||||||
Canary and Thrive Cannabis | ||||||||
Joint Venture, JVCo | ||||||||
Amount received from joint venture | $ 1,577,214 | $ 2,125,482 | ||||||
Recovery of investment | 1,018,996 | 1,373,218 | ||||||
Interest income | $ 558,218 | $ 752,264 |
Joint Venture - Summarizes the
Joint Venture - Summarizes the activity of the period of JVCo (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 27, 2023 USD ($) | Apr. 27, 2023 CAD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 CAD ($) | Apr. 27, 2023 CAD ($) | Jun. 30, 2022 CAD ($) | |
Joint Venture, JVCo | |||||||||
Sales | $ 758,984 | $ 758,984 | $ 0 | ||||||
Cost of goods sold | 369,261 | 369,261 | |||||||
Gross profit | 389,723 | 389,723 | |||||||
Operation expenses | 500,448 | $ 286,490 | 841,160 | 634,683 | |||||
Net income (loss) | $ 963,816 | 247,600 | $ 218,107 | (312,099) | |||||
Canary | |||||||||
Joint Venture, JVCo | |||||||||
Sales | $ 791,285 | $ 1,068,799 | 2,109,626 | $ 2,681,955 | |||||
Cost of goods sold | 459,271 | 620,344 | 1,047,767 | 1,332,020 | |||||
Gross profit | 332,014 | 448,455 | 1,061,859 | 1,349,935 | |||||
Operation expenses | 283,819 | 383,358 | 759,763 | 965,882 | |||||
Net income (loss) | 48,195 | 65,097 | 302,096 | 384,053 | |||||
Eligible recoverable expenses | 1,060,833 | 1,920,632 | 1,920,632 | $ 1,437,054 | $ 2,475,041 | ||||
Recoverable amount | 1,060,833 | $ 1,920,632 | 1,920,632 | $ 1,437,054 | $ 2,475,041 | ||||
Income (loss) on equity | $ 24,098 | $ 32,549 | $ 151,048 | $ 192,026 |
Joint Venture -Agreement and ob
Joint Venture -Agreement and obtaining 100 percentage shares of the JVCo (Details) | Apr. 27, 2023 USD ($) |
Joint Venture | |
Inventory | $ 1,690,368 |
Fixed assets | 534,816 |
Assets acquired | $ 2,225,184 |
Goodwill - Purchase considerati
Goodwill - Purchase consideration (Details) - USD ($) | Mar. 01, 2019 | Aug. 02, 2018 | Jun. 27, 2018 |
CannaKorp Inc | |||
Goodwill | |||
Purchase consideration | $ 4,062,844 | ||
Visava Inc | |||
Goodwill | |||
Number of Common stock | 25,500,000 | ||
Purchase consideration | $ 3,318,842 | ||
Common stock | CannaKorp Inc | |||
Goodwill | |||
Number of Common stock | 30,407,712 | ||
Share price | $ 0.108 | ||
Fair value of Common Stock | $ 3,284,033 | ||
Common stock | Visava Inc | |||
Goodwill | |||
Number of Common stock | 25,500,000 | ||
Share price | $ 0.067 | ||
Fair value of Common Stock | $ 1,695,750 | ||
Warrant | CannaKorp Inc | |||
Goodwill | |||
Number of Common stock | 7,211,213 | ||
Share price | $ 0.108 | ||
Fair value of warrant | $ 778,811 | ||
Warrant | Visava Inc | |||
Goodwill | |||
Number of Common stock | 25,000,000 | ||
Share price | $ 0.065 | ||
Fair value of warrant | $ 1,623,092 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 6 Months Ended | 12 Months Ended | ||||||
Mar. 01, 2019 USD ($) $ / shares Y shares | Aug. 02, 2018 USD ($) $ / shares Y | Jun. 27, 2018 $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) $ / shares | |
Goodwill | ||||||||
Goodwill | $ 269,175 | $ 263,117 | ||||||
Warrants purchase | shares | 7,211,213 | |||||||
Warrants exercised during the period | shares | 0 | 0 | 0 | |||||
Warrants issued to purchase shares of common stock | shares | 10,400,008 | 53,950,001 | ||||||
Business acquisition equity interest issuable percentage | 46.27% | |||||||
Forfeiture rate | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | 0 | 0 | ||||||
Stock price | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | $ / shares | 0.108 | 0.067 | ||||||
Exercise price | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | $ / shares | 0.10 | |||||||
Exercise price | Minimum | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | $ / shares | 0.13 | |||||||
Exercise price | Maximum | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | $ / shares | 0.15 | |||||||
Volatility | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | 6.3549 | 3.29 | ||||||
Risk free interest rate | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | 0.0255 | |||||||
Expected life | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | Y | 2 | 2 | ||||||
Expected dividend rate | ||||||||
Goodwill | ||||||||
Derivative liability, measurement input | 0 | 0 | ||||||
CannaKorp Inc | ||||||||
Goodwill | ||||||||
Purchase consideration | $ 4,062,844 | |||||||
Fair value of net liabilities | 2,534,121 | |||||||
Goodwill | 6,071,627 | |||||||
CannaKorp Inc | Common Stock Purchase Warrants | ||||||||
Goodwill | ||||||||
Number of shares | shares | 30,407,412 | |||||||
Purchase consideration | 30,407,412 | |||||||
Visava Inc | ||||||||
Goodwill | ||||||||
Number of shares | shares | 25,500,000 | |||||||
Purchase consideration | $ 3,318,842 | |||||||
Fair value of net liabilities | 275,353 | |||||||
Goodwill | 3,594,195 | |||||||
Impairment of goodwill | $ 263,117 | |||||||
Percentage of voting interests acquired | 100% | |||||||
Visava Inc | Common Stock Purchase Warrants | ||||||||
Goodwill | ||||||||
Number of shares | shares | 25,000,000 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.10 | |||||||
Visava Inc | Canary Rx Inc | ||||||||
Goodwill | ||||||||
Purchase consideration | 3,318,842 | |||||||
Fair value of net liabilities | 275,353 | |||||||
Goodwill | $ 3,594,195 | |||||||
Impairment of goodwill | $ 3,315,749 | |||||||
Canary Rx Inc | ||||||||
Goodwill | ||||||||
Percentage of voting interests acquired | 100% | |||||||
CannaKorp Inc | ||||||||
Goodwill | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.15 | |||||||
Goodwill | 6,071,627 | $ 0 | $ 4,585,702 | |||||
Warrants exercised during the period | shares | 0 | |||||||
Goodwill of period increase (decrease) | $ 369,315 | |||||||
Impairment of goodwill | $ 0 | $ 1,485,925 | ||||||
CannaKorp Inc | Common Stock Purchase Warrants | ||||||||
Goodwill | ||||||||
Warrants purchase | shares | 7,211,213 | |||||||
Warrants issued to purchase shares of common stock | shares | 7,211,213 | |||||||
Shares issued, price per share | $ / shares | $ 0.10 | |||||||
Visava Inc | ||||||||
Goodwill | ||||||||
Shares issued, price per share | $ / shares | $ 0.10 | |||||||
Visava Inc | Risk free interest rate | ||||||||
Goodwill | ||||||||
Fair value assumptions rate | 2.66% |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 16, 2023 CAD ($) | Aug. 14, 2020 USD ($) shares | Aug. 14, 2020 CAD ($) shares | Jun. 15, 2020 USD ($) | Jun. 15, 2020 CAD ($) | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 CAD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 USD ($) $ / shares shares | Jun. 30, 2023 CAD ($) shares | Jun. 15, 2020 CAD ($) | |
Related Party Transactions and Balances | |||||||||||||||||
Debt outstanding amount | $ 3,777 | $ 3,777 | $ 3,692 | ||||||||||||||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||||||||
Interest expense | $ 369,092 | $ 272,373 | $ 722,698 | $ 561,061 | |||||||||||||
Number of shares issued | shares | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | |||||||||||||
Debt issuance cost | $ 251,518 | $ 12,354 | $ 12,994 | $ 24,757 | 26,243 | ||||||||||||
Outstanding balance of debt issuance costs | 107,552 | 107,552 | |||||||||||||||
Debt issuance costs, current | 50,679 | 50,679 | |||||||||||||||
Debt issuance costs, non-current | 56,873 | 56,873 | |||||||||||||||
Interest expense on loan | 494,865 | $ 655,190 | |||||||||||||||
Accrued interest expense | 941,134 | 941,134 | $ 1,246,042 | ||||||||||||||
Amount of advance in seventh amendment | $ 500,000 | ||||||||||||||||
Lender's fee | $ 50,000 | ||||||||||||||||
Warrants exercised during the period | shares | 0 | 0 | 0 | ||||||||||||||
CannaKorp Inc | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Total amount subject to loan settlement | $ 817,876 | ||||||||||||||||
Payment of consideration in cash | $ 954,374 | ||||||||||||||||
Shares issued for settlement | shares | 920,240 | ||||||||||||||||
Warrants issued for settlement | shares | 920,240 | ||||||||||||||||
Loss on loan settlement | $ (136,498) | ||||||||||||||||
Outstanding balance of loan | 65,000 | $ 65,000 | 65,000 | $ 65,000 | |||||||||||||
Warrants exercised during the period | shares | 0 | ||||||||||||||||
Exercise prices | $ / shares | $ 0.15 | ||||||||||||||||
Related party late payment penalties amount | 25,000 | $ 25,000 | 25,000 | ||||||||||||||
Interest and bank charges | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Interest expense | 194,412 | 262,011 | |||||||||||||||
Management Services | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Amounts due to related parties | 11,336,630 | 11,336,630 | 10,346,465 | ||||||||||||||
Norlandam Marketing Inc. | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Outstanding balance of loan | 0 | 0 | |||||||||||||||
GTA Angel Group | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Amounts due to related parties | 25,605 | 25,605 | |||||||||||||||
Purchase goods, value | 0 | ||||||||||||||||
CLI | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Debt issued | 2,190,370 | $ 2,900,000 | |||||||||||||||
Principal balance | 8,006,180 | 8,006,180 | 10,600,000 | ||||||||||||||
Debt outstanding amount | 3,777 | 3,777 | 5,000 | ||||||||||||||
Shareholder advances [Note 15] | $ 438,434 | $ 438,434 | $ 580,477 | ||||||||||||||
CLI | Visava and Canary | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Percentage of issued and outstanding capital to be transferred in lieu of repayment of debt | 75% | 75% | 75% | ||||||||||||||
Percentage of issued and outstanding capital, option granted to acquire | 25% | 25% | 25% | ||||||||||||||
CLI | Debt Purchase and Assignment Agreement | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Debt issued | $ 2,190,370 | $ 2,900,000 | |||||||||||||||
Principal balance | $ 8,006,180 | $ 10,600,000 | |||||||||||||||
CLI | Amended debt purchase and assignment agreement | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Annual interest rate | 5% | 5% | 5% | ||||||||||||||
CLI | Amended debt purchase and assignment agreement | Visava and Canary | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Percentage of issued and outstanding capital to be transferred in lieu of repayment of debt | 75% | 75% | 75% | ||||||||||||||
Percentage of issued and outstanding capital, option granted to acquire | 25% | 25% | 25% | ||||||||||||||
CLI | Rubin schneidermann | Amended debt purchase and assignment agreement | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Shares and warrant issued for acquisition of subsidiary (in shares) | shares | 10,000,000 | 10,000,000 | |||||||||||||||
CLI | Rubin schneidermann | Amended debt purchase and assignment agreement | Series A preferred stock | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Number of shares issued | shares | 500,000 | 500,000 | |||||||||||||||
Consideration for the shares sold | $ 75,530 | $ 100,000 | |||||||||||||||
Former CEO, President, CFO and Other Current Key Officers | |||||||||||||||||
Related Party Transactions and Balances | |||||||||||||||||
Management service fee | $ 155,515 | $ 83,516 | |||||||||||||||
Outstanding management service fee | $ 647,194 | $ 647,194 | $ 585,261 |
Related Party Transactions an_4
Related Party Transactions and Balances - Repayment schedule of the minimum principal payments (Details) | Jun. 30, 2023 USD ($) |
Related Party Transactions and Balances | |
2023 | $ 552,583 |
2024 | 3,613,227 |
2025 | 3,706,326 |
Total | 7,872,136 |
Current portion | (1,540,099) |
Non-current portion | $ 6,332,037 |
Related Party Transactions an_5
Related Party Transactions and Balances - Shareholder loan (Details) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CAD ($) |
Related Party Transactions and Balances | ||
Amount of accrued interest converted into principal | $ 679,770 | $ 900,000 |
Maximum loan | 2,935,383 | 3,886,380 |
Outstanding loan | 2,859,853 | 3,786,380 |
Tranche 1 | ||
Related Party Transactions and Balances | ||
Maximum loan | 788,226 | 1,043,593 |
Outstanding loan | $ 788,226 | $ 1,043,593 |
Interest rate | 16% | 16% |
Tranche 2 | ||
Related Party Transactions and Balances | ||
Maximum loan | $ 1,203,032 | $ 1,592,787 |
Outstanding loan | $ 1,203,032 | $ 1,592,787 |
Interest rate | 43.26% | 43.26% |
Tranche 3 | ||
Related Party Transactions and Balances | ||
Maximum loan | $ 188,825 | $ 250,000 |
Outstanding loan | $ 188,825 | $ 250,000 |
Interest rate | 43.26% | 43.26% |
Tranche 4 | ||
Related Party Transactions and Balances | ||
Maximum loan | $ 377,650 | $ 500,000 |
Outstanding loan | $ 377,650 | $ 500,000 |
Interest rate | 43.26% | 43.26% |
Tranche 5 | ||
Related Party Transactions and Balances | ||
Maximum loan | $ 377,650 | $ 500,000 |
Outstanding loan | $ 302,120 | $ 400,000 |
Interest rate | 43.26% | 43.26% |
Operating Lease Right-Of-Use _3
Operating Lease Right-Of-Use Assets and Lease Liability (Details) | 6 Months Ended | |||||
Jun. 30, 2023 USD ($) lease | Jun. 30, 2023 CAD ($) lease | Jun. 30, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2020 USD ($) | Jan. 01, 2020 CAD ($) | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Number of operating lease facilities | lease | 2 | 2 | ||||
Operating lease right-of-use assets | $ | $ 55,237 | $ 62,728 | ||||
Weighted average discount rate | 16% | 16% | ||||
Canary Rx Inc | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Agreement increased the minimum rent including applicable taxes | $ 26,436 | $ 35,000 | ||||
Percentage of increase in minimum rent | 1% | 1% | ||||
Term of contract | 10 years | 10 years | ||||
Forgiveness amount due to implementation of new lease | $ 746,458 | $ 988,293 | ||||
ASU 2016-02 | ||||||
Operating Lease Right-Of-Use Assets and Lease Liability | ||||||
Operating lease right-of-use assets | $ 1,705,628 | $ 2,258,212 | ||||
Reduction in right-to-use asset | $ 1,578,517 | $ 2,089,921 |
Operating Lease Right-Of-Use _4
Operating Lease Right-Of-Use Assets and Lease Liability - Maturities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease Right-Of-Use Assets and Lease Liability | ||
2023 | $ 165,264 | |
2024 | 330,107 | |
2025 | 333,408 | |
2026 | 336,742 | |
Thereafter | 1,147,370 | |
Total lease payments | 2,312,891 | |
Less imputed interest | (905,947) | |
Present value of lease liabilities | 1,406,944 | |
Current portion | (118,047) | $ (110,586) |
Non-current portion | $ 1,288,897 | $ 1,319,619 |
Operating Lease Right-Of-Use _5
Operating Lease Right-Of-Use Assets and Lease Liability - Reconciliation of net operating lease (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Lease Right-Of-Use Assets and Lease Liability | ||||
Gross operating lease expense | $ 66,672 | $ 119,562 | $ 134,199 | |
Gross rent and utilities expenses | $ 28,400 | 132,169 | (35,207) | 254,382 |
Recoverable expenses from JVCo related to rent and utilities | (209,219) | (67,045) | (422,486) | |
Net operating lease expense | $ 28,400 | $ (10,378) | $ 17,310 | $ (33,905) |
Convertible Promissory Notes -
Convertible Promissory Notes - Recorded and fair valued derivative liability (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | $ 15,125 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 1,193 |
Derivative liability, end of the period | 16,318 |
Note D | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 1,446 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 134 |
Derivative liability, end of the period | 1,580 |
Note F | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 10,034 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 777 |
Derivative liability, end of the period | 10,811 |
Note G | |
Convertible Promissory Notes | |
Derivative liability, beginning of the period | 3,645 |
Conversions / Redemption during the period | 0 |
Change due to Issuances | 0 |
Fair value adjustment | 282 |
Derivative liability, end of the period | $ 3,927 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Additional information (Details) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares Y | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Convertible Promissory Notes | |||
Interest amount | $ | $ 9 | $ 18 | |
Dividend yield | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0 | ||
Minimum | Volatility | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 3.29 | ||
Minimum | Risk free interest rate | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.0506 | ||
Minimum | Stock price | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.006 | ||
Minimum | Liquidity term | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | Y | 0.25 | ||
Minimum | Exercise price | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.0012 | ||
Maximum | Volatility | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 3.29 | ||
Maximum | Risk free interest rate | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.0506 | ||
Maximum | Stock price | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.006 | ||
Maximum | Liquidity term | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.25 | ||
Maximum | Exercise price | |||
Convertible Promissory Notes | |||
Derivative liability, measurement input | 0.0151 | ||
Convertible promissory note | |||
Convertible Promissory Notes | |||
Principal amount outstanding | $ | $ 480 | $ 480 | |
Principal balance of convertible promissory notes | $ | $ 0 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2021 | |
Stockholders' Equity | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 850,000,000 | 850,000,000 | 850,000,000 | 850,000,000 | |||||||
Common stock, shares issued | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | |||||||
Common stock, shares outstanding | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | |||||||
Conversion of stock, shares converted | 100 | ||||||||||
Shares issued as consideration for consideration of the intellectual property rights | $ 48 | $ 114 | $ 111 | $ 267 | |||||||
Shares issued as consideration for advisory and other services (in shares) | 115,000 | ||||||||||
Shares issued as consideration for advisory and other services | $ 73,000 | ||||||||||
Value of shares, outstanding | $ (6,566,588) | $ (7,307,490) | $ (6,559,825) | $ (2,481,289) | $ (2,701,783) | $ (6,566,588) | $ (2,481,289) | $ (6,559,825) | $ (2,152,112) | ||
Advisory and consultancy services | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for advisory and other services (in shares) | 80,000 | ||||||||||
Shares issued as consideration for advisory and other services | $ 52,000 | ||||||||||
Series A preferred stock | |||||||||||
Stockholders' Equity | |||||||||||
Conversion of stock, shares converted | 1 | ||||||||||
Website development services | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for advisory and other services (in shares) | 35,000 | ||||||||||
Shares issued as consideration for advisory and other services | $ 247,306 | ||||||||||
Gain on settlement of website development service cost | 226,306 | ||||||||||
Common stock | |||||||||||
Stockholders' Equity | |||||||||||
Shares, outstanding | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | 617,025,999 | ||
Value of shares, outstanding | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | $ 61,703 | ||
Common stock | Private placements | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for advisory and other services | $ 18,787 | ||||||||||
Shares to be issued | 346,296 | ||||||||||
Common stock | Website development services | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for advisory and other services | $ 21,000 | ||||||||||
Warrant | |||||||||||
Stockholders' Equity | |||||||||||
Convertible notes, warrants and preferred stock into common shares | 10,400,008 | 53,950,001 | |||||||||
Convertible notes | |||||||||||
Stockholders' Equity | |||||||||||
Convertible notes, warrants and preferred stock into common shares | 28,129,370 | 17,258,122 | |||||||||
Preferred stock warrants | |||||||||||
Stockholders' Equity | |||||||||||
Convertible notes, warrants and preferred stock into common shares | 100,000,000 | 100,000,000 | |||||||||
Shares to be issued | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for consideration of the intellectual property rights (in shares) | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 15,624 | 31,248 | 31,248 | |||
Shares issued as consideration for consideration of the intellectual property rights | $ 48 | $ 63 | $ 73 | $ 120 | $ 114 | $ 153 | $ 111 | $ 267 | |||
Shares, outstanding | 1,610,272 | 1,594,648 | 1,579,024 | 1,547,776 | 1,532,152 | 1,610,272 | 1,547,776 | 1,579,024 | 1,516,528 | ||
Value of shares, outstanding | $ 175,293 | $ 175,245 | $ 175,182 | $ 174,989 | $ 174,875 | $ 175,293 | $ 174,989 | $ 175,182 | $ 174,722 | ||
Shares to be issued | Settlement of loans | |||||||||||
Stockholders' Equity | |||||||||||
Shares issued as consideration for advisory and other services | $ 80,838 | ||||||||||
Shares issued on settlement of debt | 930,240 | ||||||||||
Serious seeds | |||||||||||
Stockholders' Equity | |||||||||||
Shares to issue as consideration for intangible assets (in shares) | 218,736 | ||||||||||
Shares to issue as consideration for intangible assets | $ 2,668 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | |
Stockholders' Equity | ||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
Exercise price | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.350 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.350 |
Volatility | 342% | 305% | 279% | 279% | 299% | 306% | ||||||
Risk free interest rate | 2.73% | |||||||||||
Expected life (years) | 2 years | 2 years | 2 years | 2 years | 2 years | 2 years | ||||||
Expected dividend rate | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
Fair value of warrants | $ 160 | $ 176 | $ 288 | $ 306 | $ 430 | $ 138 | $ 160 | $ 176 | $ 288 | $ 306 | $ 430 | $ 138 |
Minimum | ||||||||||||
Stockholders' Equity | ||||||||||||
Stock price | $ 0.003 | $ 0.004 | $ 0.007 | $ 0.005 | $ 0.008 | $ 0.003 | $ 0.003 | $ 0.004 | $ 0.007 | $ 0.005 | $ 0.008 | $ 0.003 |
Risk free interest rate | 3.82% | 4.24% | 4.23% | 2.97% | 2.50% | 0.88% | ||||||
Maximum | ||||||||||||
Stockholders' Equity | ||||||||||||
Stock price | $ 0.005 | $ 0.006 | $ 0.008 | $ 0.010 | $ 0.013 | $ 0.003 | $ 0.005 | $ 0.006 | $ 0.008 | $ 0.010 | $ 0.013 | $ 0.003 |
Risk free interest rate | 4.51% | 4.89% | 4.66% | 3.50% | 1.50% | |||||||
Warrant | ||||||||||||
Stockholders' Equity | ||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
Stock price | $ 0.003 | $ 0.004 | $ 0.005 | $ 0.008 | $ 0.009 | $ 0.006 | $ 0.003 | $ 0.004 | $ 0.005 | 0.008 | $ 0.009 | $ 0.006 |
Risk free interest rate | 4.64% | 4.73% | 4.05% | 2.92% | 2.28% | 5.40% | ||||||
Expected dividend rate | 0% | 0% | 0% | 0% | 0% | 0% | ||||||
Warrant | Minimum | ||||||||||||
Stockholders' Equity | ||||||||||||
Exercise price | $ 0.250 | $ 0.200 | $ 0.200 | $ 0.050 | $ 0.023 | 0.250 | 0.250 | 0.200 | 0.200 | 0.050 | 0.023 | $ 0.250 |
Volatility | 244% | 253% | 214% | 192% | 192% | 273% | ||||||
Expected life (years) | 7 days | 7 days | 0 years | 0 years | 0 years | 7 days | ||||||
Warrant | Maximum | ||||||||||||
Stockholders' Equity | ||||||||||||
Exercise price | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.300 | $ 0.250 | $ 0.300 |
Volatility | 305% | 312% | 279% | 306% | 306% | 342% | ||||||
Expected life (years) | 1 year 11 months 4 days | 1 year 11 months 4 days | 1 year 11 months 8 days | 1 year 11 months 8 days | 1 year 11 months 4 days | 1 year 8 months 4 days |
Stockholders' Equity - Warran_2
Stockholders' Equity - Warrants outstanding (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity | ||
Warrants outstanding | 10,400,008 | 53,950,001 |
Serious seeds | ||
Stockholders' Equity | ||
Warrants outstanding | 400,008 | 400,008 |
Private placements | ||
Stockholders' Equity | ||
Warrants outstanding | 43,549,993 | |
Number of warrants expired | 5,416,668 | |
Minimum | Serious seeds | ||
Stockholders' Equity | ||
Remaining contractual life term | 7 days | 7 days |
Minimum | Private placements | ||
Stockholders' Equity | ||
Remaining contractual life term | 1 month 9 days | |
Maximum | Serious seeds | ||
Stockholders' Equity | ||
Remaining contractual life term | 1 year 11 months 4 days | 1 year 11 months 4 days |
Maximum | Private placements | ||
Stockholders' Equity | ||
Remaining contractual life term | 5 months 19 days | |
CLI | ||
Stockholders' Equity | ||
Warrants outstanding | 10,000,000 | 10,000,000 |
Remaining contractual life term | 2 years 1 month 13 days | 2 years 7 months 13 days |
Stockholders' Equity - Movement
Stockholders' Equity - Movement of the warrant liability (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Movement of the warrant liability | |
Warrant liability, Beginning balance | $ 489 |
Warrant liability for new issuance | 298 |
Change in fair value | 144 |
Warrant liability, Ending balance | $ 931 |
Contingencies and commitments_2
Contingencies and commitments (Details) | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 27, 2020 USD ($) | Dec. 06, 2018 $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 CAD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 CAD ($) | Jun. 30, 2023 CAD ($) shares | Dec. 31, 2022 shares | |
Loss Contingencies | ||||||||||
Approximate lawsuit, amount | $ 1,406,977 | $ 1,862,805 | ||||||||
Amount payable | $ 11,098 | |||||||||
Common stock, shares issued | shares | 617,025,999 | 617,025,999 | 617,025,999 | |||||||
Warrants issued to purchase shares of common stock | shares | 10,400,008 | 10,400,008 | 53,950,001 | |||||||
Canary case, one | ||||||||||
Loss Contingencies | ||||||||||
Approximate lawsuit, amount | $ 1,586,130 | $ 2,100,000 | ||||||||
CannaKorp Inc | ||||||||||
Loss Contingencies | ||||||||||
Approximate lawsuit, amount | $ 150,000 | |||||||||
Amount payable | 188,865 | |||||||||
Cgreen Inc | ||||||||||
Loss Contingencies | ||||||||||
Settlement amount | $ 100,000 | |||||||||
Monthly installment of settlement amount | 10,000 | |||||||||
Canary | ||||||||||
Loss Contingencies | ||||||||||
Approximate lawsuit, amount | $ 98,777 | $ 130,778 | ||||||||
Amount payable | $ 104,345 | $ 138,150 | ||||||||
Serious Seeds | ||||||||||
Loss Contingencies | ||||||||||
Common stock, shares issued | shares | 5,208 | |||||||||
Serious Seeds | Common Stock Purchase Warrants | ||||||||||
Loss Contingencies | ||||||||||
Common stock, shares issued | shares | 0 | 0 | ||||||||
Warrants issued to purchase shares of common stock | shares | 16,667 | |||||||||
Warrants exercise period | 2 years | |||||||||
Serious Seeds | Minimum | Common Stock Purchase Warrants | ||||||||||
Loss Contingencies | ||||||||||
Exercise prices | $ / shares | $ 0.20 | |||||||||
Serious Seeds | Maximum | Common Stock Purchase Warrants | ||||||||||
Loss Contingencies | ||||||||||
Exercise prices | $ / shares | $ 0.35 | |||||||||
Within 30 days of the Effective Date | Cgreen Inc | ||||||||||
Loss Contingencies | ||||||||||
Settlement amount | $ 130,000 | |||||||||
Settlement period | 30 days | |||||||||
1st year | ||||||||||
Loss Contingencies | ||||||||||
Percentage of royalties on gross sales | 2% | 2% | ||||||||
2nd year | ||||||||||
Loss Contingencies | ||||||||||
Percentage of royalties on gross sales | 2.25% | 2.25% | ||||||||
3rd year | ||||||||||
Loss Contingencies | ||||||||||
Percentage of royalties on gross sales | 2.50% | 2.50% | ||||||||
4th year | ||||||||||
Loss Contingencies | ||||||||||
Percentage of royalties on gross sales | 2.75% | 2.75% | ||||||||
5th and following years | ||||||||||
Loss Contingencies | ||||||||||
Percentage of royalties on gross sales | 3% | 3% |