DOGP 10-Q/A
Dogecoin Cash, Inc. (DOGP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM
___________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended: |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from: _____________ to _____________ |
Commission File Number:
(Exact name of registrant as specified in its charter) |
| ||
(State or Other Jurisdiction |
| (I.R.S. Employer |
of Incorporation) |
| Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
———————
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered. |
None |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the issuer’s Common Stock outstanding as of March 31, 2025 is
2
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (this “Form 10-Q/A”) of Dogecoin Cash, Inc. (formerly known as Cannabis Sativa, Inc.) is being filed solely to include the complete set of Interactive Data Files (XBRL exhibits) that were inadvertently omitted from the original filing submitted on May 20, 2025.
No other changes have been made to the original Form 10-Q. This Amendment does not reflect events occurring after the original filing date and does not modify or update the disclosures presented in the original Form 10-Q, except as noted above.
This Amendment No. 1 does not reflect any changes or revisions to the financial statements, disclosures, or other content of the original filing, except for the inclusion of the Interactive Data Files. Accordingly, this Form 10-Q/A should be read in conjunction with the original Form 10-Q filed on May 20, 2025.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is also including updated certifications from its Principal Executive Officer and Principal Financial Officer as exhibits to this Amendment.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Attached after signature page.
Item 1C. Cybersecurity
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees, and vendor information and prevent data loss and other security breaches. We only use third party software for accounting, billing and payroll that has robust compliance and is actively involved in continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.
Our CEO is responsible for overseeing our business operations and is responsible for day-to-day assessment and confers weekly with subsidiary webmaster to understand any risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.
As our core operations are virtual, it is routine to undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, maintain business continuity, contingency, and have recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files and emails. We currently do not carry a cyber liability insurance policy but are evaluating whether to acquire one to mitigate any financial impact of a cybersecurity breach.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms, and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
4
Results of Operations
Three Months Ended March 31, 2025 compared with the Three Months Ended March 31, 2024
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| Three Months Ended |
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| B |
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| A-B |
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| March 31, |
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| March 31, |
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| Change |
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| Change % |
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2025 | 2024 | |||||||||||||||
REVENUE |
| $ | 184,473 |
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| $ | 225,131 |
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| $ | (40,658) |
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| (18) | % |
Cost of revenues |
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| 67,506 |
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| 99,018 |
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| (31,513) |
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| (32) | % |
Cost of sales % of total sales |
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| 37 | % |
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| 44 | % |
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| (7) | % |
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| (17) | % |
Gross profit |
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| 116,967 |
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| 126,113 |
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| (9,146) |
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| (7) | % |
Gross profit % of sales |
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| 63 | % |
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| 56 | % |
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EXPENSES |
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Professional fees |
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| 37,860 |
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| 57,637 |
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| (19,777) |
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| (34) | % |
Depreciation and amortization |
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| 301 |
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| 2,425 |
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| (2,124) |
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| (88) | % |
Wages and salaries |
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| 73,390 |
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| 114,071 |
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| (40,681) |
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| (36) | % |
Advertising |
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| 1,861 |
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| 1,880 |
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| (19) |
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| (1) | % |
General and administrative |
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| 105,169 |
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| 124,891 |
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| (19,722) |
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| (16) | % |
Total expenses |
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| 218,581 |
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| 300,904 |
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| (82,323) |
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| (27) | % |
NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS |
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| (101,614) |
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| (174,791) |
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| 73,177 |
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| (42) | % |
Revenue for the three months ended March 31, 2025, decreased 18% compared to the three months ended March 31, 2024. Cost of revenues as a percentage of sales decreased 32% between the periods. The decrease in revenues is primarily a result of the significant increase in competition for market share in the cannabis tele-medicine industry. This decrease in the demand for our service continued during the first quarter of 2025.
Total operating expenses decreased in March 31, 2025 compared with 2024 which trended down as did revenue in the current period. Decreases in depreciation and amortization, wages and salaries and general and administrative expenses. PrestoDoctor management salaries also decreased in the three months ended March 31, 2025.
Liquidity and Capital Resources
Cash provided by operating activities was $4,129 in the three months ended March 31, 2025. We ended the first quarter of 2025 with $39,513 in cash on hand.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net losses of $107,364 and
5
$222,568, respectively, for the three months ended March 31, 2025 and 2024 and had an accumulated deficit of $83,920,681 as of March 31, 2025. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.
The amount of cash on hand the Company has does not provide sufficient liquidity to meet the immediate needs of our current operations.
Off Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
Management of the Company believes that these material weaknesses are due to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
6
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against us.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
7
Item 6. Exhibits.
The following documents are included as exhibits to this report:
(a) Exhibits
Exhibit Number |
| SEC Reference Number |
| Title of Document |
| Notes |
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3.1 |
| 3 |
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| (1) | |
3.2 |
| 3 |
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| (1) | |
31.1 |
| 31 |
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31.2 |
| 31 |
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32.1 |
| 32 |
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32.2 |
| 32 |
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101.INS |
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| XBRL Instance Document |
| (2) |
101.SCH |
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| XBRL Taxonomy Extension Schema |
| (2) |
101.CAL |
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| XBRL Taxonomy Extension Calculation Linkbase |
| (2) |
101.DEF |
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| XBRL Taxonomy Extension Definition Linkbase |
| (2) |
101.LAB |
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| XBRL Taxonomy Extension Label Linkbase |
| (2) |
101.PRE |
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| XBRL Taxonomy Extension Presentation Linkbase |
| (2) |
(1) Incorporated by reference to Exhibits 3.01 and 3.02 of the Company’s Registration Statement on Form 10 filed January 28, 2009.
(2) XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dogecoin Cash, Inc.
Date: May ____ 2025
By: | /s/ David Tobias |
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| David Tobias Principal Executive Officer Principal Financial Officer |
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9
DOGECOIN CASH, INC. |
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Contents |
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FINANCIAL STATEMENTS - UNAUDITED – for the three months ended March 31, 2025 and 2024: | |||
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Condensed consolidated statements of changes in stockholders’ equity |
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FS-1
DOGECOIN CASH, INC. |
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Formerly (CANNABIS SATIVA, INC.) |
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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
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ASSETS |
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Current Assets |
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Cash | $ |
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Investment in equity securities, at fair value |
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Total Current Assets |
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Advances to related parties |
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Property and equipment, net |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Accrued interest - related parties |
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Fair value of convertible component in convertible loans |
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Convertible notes payable |
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Notes payable to related parties |
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Total Current Liabilities |
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Long-term liabilities |
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Stock payable |
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Total Liabilities |
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Commitments and contingencies (Notes 6 and 8) |
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Stockholders' Deficit |
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Preferred Stock $ |
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Common stock $ |
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Additional paid-in capital |
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Accumulated deficit | ( |
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Total Cannabis Sativa, Inc. Stockholders' Deficit | ( |
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Non-Controlling Interest |
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Total Stockholders' Deficit | ( |
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Total Liabilities and Stockholders' Deficit | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||
FS-2
DOGECOIN CASH, INC. |
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Formerly (CANNABIS SATIVA, INC.) |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED | ||||||
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For the three months ended March 31, |
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Revenues |
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Cost of Revenues |
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Gross Profit |
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Operating Expenses |
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Professional fees |
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Depreciation and amortization |
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Wages and salaries |
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Advertising |
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General and administrative |
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Total Operating Expenses |
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Loss from Operations |
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Other Income and (Expenses) |
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Unrealized gain (loss) on investment |
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Gain on debt settlement |
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Loss on return of investment securities |
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Interest expense |
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Total Other Income and (Expenses), Net |
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Loss Before Income Taxes |
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Income Taxes |
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Net Loss for the Period |
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Loss for the period attributable to non-controlling interest - PrestoCorp |
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Net Loss for the Period Attributable To Cannabis Sativa, Inc. |
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Net Loss for the Period per Common Share: Basic & Diluted |
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Weighted Average Common Shares Outstanding: |
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Basic & Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||
FS-3
DOGECOIN CASH, INC. |
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Formerly (CANNABIS SATIVA, INC.) |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 - UNAUDITED | ||||||||||||||||||
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| Preferred Stock |
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| Shares |
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Balance - January 1, 2024 |
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Net loss for the period |
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Balance - March 31, 2024 |
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Balance - January 1, 2025 |
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Net loss for the period |
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Balance - March 31, 2025 |
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| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||||||||||||
FS-4
DOGECOIN CASH, INC. |
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Formerly (CANNABIS SATIVA, INC.) |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
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For the three months ended March 31, |
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Cash Flows From Operating Activities: |
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Net loss for the period |
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Adjustments to reconcile net loss for the period to net cash |
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used in operating activities: |
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Unrealized loss on investments |
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Depreciation and amortization |
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Loss on debt settlement |
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Loss on return of investment securities |
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Stock payable for services |
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Note payable issued for services |
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Changes in Assets and Liabilities: |
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Accounts payable and accrued expenses |
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Accrued interest - related parties |
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Net Cash Provided by (Used in) Operating Activities |
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Cash Flows from Investing Activities: |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from related parties notes payable, net |
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Net Cash Provided by Financing Activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
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Supplemental Disclosures of Non Cash Activities: |
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Noncash investing and financing activities |
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Convertible note issued for payable |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||
FS-5
DOGECOIN CASH, INC.
Formerly (CANNABIS SATIVA, INC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
For the Three Months Ended March 31, 2025 and 2024
1. Organization and Summary of Significant Accounting Policies
Nature of Business:
Dogecoin Cash Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. On November 13, 2024, we changed our name to Dogecoin Cash, Inc. We operate through several subsidiaries including:
| · | PrestoCorp, Inc. (“PrestoCorp”) |
| · | DogeSPAC LLC |
| · | Wild Earth Naturals, Inc. (“Wild Earth”) |
| · | Kubby Patent and Licenses Limited Liability Company (“KPAL”) |
| · | Hi Brands, International, Inc. (“Hi Brands”) |
| · | Eden Holdings LLC (“Eden”). |
PrestoCorp is a
Our primary operations for the three months ended March 31, 2025 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.
Basis of Presentation
Operating results for the three months ended March 31, 2025, may not be indicative of the results expected for the full year ending December 31, 2025. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2024, as filed with the United States Securities and Exchange Commission on April 16, 2025.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2025, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31,
FS-6
2025. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements.
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of Dogecoin Cash, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. All significant inter-company balances have been eliminated in consolidation.
Going Concern:
The Company has an accumulated deficit of $
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, and the value attributed to stock-based awards.
Net Loss per Share:
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the three months ended March 31, 2025 and 2024, the Company has
Recently Issued Accounting Standards:
The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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2. Intangibles and Goodwill
The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at March 31, 2025 and December 31, 2024:
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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CBDS.com website (Cannabis Sativa) |
| $ |
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| $ |
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Intellectual Property Rights (PrestoCorp) |
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Patents and Trademarks (KPAL) |
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Total Intangibles |
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Less: Accumulated Amortization |
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| ( | ) |
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| ( | ) |
Net Intangible Assets |
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Amortization expense for the three months ended March 31, 2025 and 2024 was $
Amortization of intangibles through 2029 is:
April 1, 2025 to March 31, 2026 |
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April 1, 2026 to March 31, 2027 |
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April 1, 2027 to March 31, 2028 |
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April 1, 2028 to March 31, 2029 |
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April 1, 2029 to March 31, 2030 |
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Goodwill in the amount of $
3. Related Party Transactions
For the three months ended March 31, 2025 and 2024 officers and board of directors expense was $
Historically, the Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares.
Consulting expense to David Tobias, the Company’s chief executive officer and director, for each of the three months ended March 31, 2025 and 2024 was $
FS-8
of these services was in June of 2022. At March 31, 2025 and December 31, 2024, the Company owed Mr Tobias $515,625 and $468,750 in consulting services, and $25,000 in directors fees. These are included in stock payable at March 31, 2025 and December 31, 2024 for a total of $
At March 31, 2025 and December 31, 2024 the Company owed the Estate of Brad Herr – prior chief financial officer $
Consulting expense to Patrick Bilton, the Company’s chief operating officer for the three months ended March 31, 2025 and 2024 was $-
During the year ended December 31, 2023, the Company and Cathy Carroll, director, entered into a note payable for $
Ms Carroll has a consulting agreement with the Company in the amount of $12,500, quarterly. For each of the three months ended March 31, 2025 and 2024 consulting expense was $
During the year ended December 31, 2024, David Tobias, the Company’s chief executive officer and director, loaned $
During the three months ended March 31, 2025, David Tobias, the Company’s chief executive officer and director, loaned $
During the year ended December 31, 2024, the Company and Cathy Carroll, director, entered into a note payable for $
During the three months ended March 31, 2025 and 2024, the Company recorded interest expense related to notes payable to related parties at the rates between
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The following tables reflect the related party note payable balances.
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| notes |
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| Total |
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| March 31, 2025 |
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David Tobias, CEO & Director |
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Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
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| $ |
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| Related |
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| Accrued |
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| notes |
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| interest |
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| Total |
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| December 31, 2024 |
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David Tobias, CEO & Director |
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| $ |
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| $ |
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Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
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| $ |
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| $ |
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At March 31, 2025 and December 31, 2024, the Company has a balance due from MJ Harvest, Inc., with whom the Company had plans to merge, of $
4. Investments
CBDG
In 2021, the Company received
The Company’s investment in CBDG represents
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long period of time and the shares are readily marketable. The fair value of the Company’s investment at March 31, 2025 and December 31, 2024 was $
5. Dogecoin Cash Token
On November 13, 2024, the Company completed the acquisition of
In consideration for the acquisition, the Company issued
Although the Series A Preferred Stock is not convertible, the Company evaluated its fair value based on its redeemable nature and the economic substance of the dividend rights. Based on the Company’s intent to redeem the shares by issuing common stock in lieu of cash, the economic value of the Series A Preferred Stock was determined based on the implied issuance of 45,000,000 shares of common stock (4.5 million Preferred × 10 years × 1 common per year). The fair value of the consideration transferred was calculated as follows:
45,000,000 × $0.00680 (common stock price on 11/13/24) = $
Accordingly, the Company recorded the following journal entry:
Account |
| Debit | Credit |
Investment in DogeSPAC LLC |
| $ |
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Series A Preferred Stock (par) |
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| $ |
Additional Paid in Capital |
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| $ |
Valuation of Dogecoin Cash Tokens
Although the quoted market price of Dogecoin Cash tokens on the acquisition date was $0.009562 per token—resulting in a nominal fair value of $5,737,200—the Company has elected to record the tokens at historical cost. This decision reflects management’s view that the asset’s market is unstable and lacks sufficient liquidity to justify fair value recognition. Contributing factors include low trading volume, limited exchange availability, high price volatility, and minimal market depth.
Nonetheless, in accordance with ASC 820, Fair Value Measurement, the Company performed a fair value analysis as of December 31, 2024, to evaluate potential reporting disclosures. Due to the absence of an active market and the presence of significant unobservable inputs, the Company classified the valuation as a Level 3 fair value measurement.
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To estimate fair value, the Company applied a weighted illiquidity discount model based on the following inputs:
- Low Trading Volume: 30% weight, 60% discount (18.00% weighted)
- Exchange Availability: 25% weight, 70% discount (17.50% weighted)
- Market Depth: 20% weight, 65% discount (13.00% weighted)
- Community Strength: 15% weight, 50% discount (7.50% weighted)
- Volatility Risk: 10% weight, 75% discount (7.50% weighted)
Total weighted illiquidity discount: 63.5%
Fair value calculation (for disclosure purposes only):
- Nominal Market Value: 600,000,000 × $0.009562 = $5,737,200
- Adjusted Fair Value: $5,737,200 × (1 – 0.635) = $2,097,222
This fair value was not recorded on the balance sheet. Instead, the Company continues to carry the Dogecoin Cash tokens at historical cost ($
Management will continue to monitor market developments and evaluate potential impairment or revaluation in future periods as necessary.
6. Convertible Notes Payable
On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
On January 29, 2024, $
On October 1, 2024, $
On October 1, 2024,
The note bears interest at 8% and has a term of one year when payment of principal and interest is due.
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The note value at March 31, 2025 and December 31, 2024 was $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of March 31, 2025 and December 31, 2024 the conversion feature was valued at $
On January 15, 2024, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of March 31, 2025 and December 31, 2024, the conversion feature was valued at $
On May 22, 2024, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $
On August 5, 2024, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of March 31, 2025 and December 31, 2024, the conversion feature was valued at $
At March 31, 2025 and December 31, 2024, accrued interest payable on these notes was $
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7. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to
Preferred Stock
Series A Preferred Stock
On November 13, 2024, the Company designated
During the year ended December 31, 2024, the Company approved a
As the Series A Preferred Stock was issued on November 13, 2024, and dividends are earned annually based on a full year of holding, no dividend was earned, declared, or payable during the year ended December 31, 2024. The earliest period in which holders may become eligible to receive a dividend is the fiscal year ending December 31, 2025, subject to Board declaration and provided the holder remains on record as of November 25, 2025.
The Series A Preferred Stock is not convertible and may be redeemed, at the option of the Company, at any time on or before October 25, 2034, by issuing ten (10) shares of common stock for each one (1) share of Series A Preferred Stock outstanding. As of December 31, 2024, no redemptions have been declared or effected.
During the year ended December 31, 2024, the Company approved the acquisition of DogeSPAC, LLC, a Colorado LLC with an issuance of
Securities Issuances
Stock payable at March 31, 2025 consists of
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related vendors at March 31, 2025 valued at $292,774 based on the fair value of the Company’s common stock at the date of board authorization. At March 31, 2025, the Company owes 137,066 to shareholders as a preferred stock dividend valued at $2,741.
Stock Compensation Plans
2020 Stock Plan
On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By resolution dated September 25, 2020, the Company authorized up to
8. Commitments and Contingencies
Leases.
On April 12, 2022, PrestoCorp signed a lease in New York with Spaces for a
Rent expense for the three months ended March 31, 2025 and 2024 was $
Litigation.
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of March 31, 2025, no claims are outstanding.
9. Proposed Merger with MJ Harvest, Inc.
On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger was expected to be consummated once the shareholders of the Company and the shareholders of MJHI approved the Merger which management had expected will be completed early in the second quarter of calendar year 2023.
The merger was withdrawn with the SEC in August 2023. As of December 31, 2024, the merger has effectively been abandoned. Though not formally withdrawn the deal is effectively stalled without any further progress. The Company and MJ Harvest may continue discussions in the future in hopes of completing the transaction.
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There are no financial implications due to the abandonment of the merger. There were no commitments made and all documents have been redacted.
10. Other Matters
Agreement with Bots, Inc.
Formation of MEME COINS Inc. and Agreement with Tipestry, Inc.
11. Subsequent Event
1.In April 2025, the Company became aware that MJ Harvest (a related party with common directors) was delisted from the OTC markets. The Company had advanced to MJ Harvest $75,055 in anticipation of its merger in 2022 and had been trying to collect on this advance. In April 2025, the Company has allowed for the $75,055 it had advanced to MJ Harvest, as the Company is unsure whether the advance will be paid back. The Company is going to continue in its efforts to try to collect on this advance.
2.During the year ended December 31, 2024, the Company approved a preferred stock dividend of 1preferred share for every1,000 common shares held by shareholders of record on November 25, 2024. 137,066 shares of preferred stock were issued on May 9, 2025 pro rata to all shareholders holding shares on the record date. FINRA announced the event without an ex-dividend date.
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