7. Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Notes | |
| 7. Stockholders' Equity | 7. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to 495,000,000 on August 8, 2022. This change in capital structure was approved without a meeting by the consent of the shareholders holding a majority of the common stock outstanding and Articles of Amendment were filed with the State of Nevada.
Preferred Stock
Series A Preferred Stock
On November 13, 2024, the Company designated 5,000,000 and issued 4,500,000 shares of Series A Preferred Stock at a par value of $0.001 per share, pursuant to a Certificate of Designation filed with the Nevada Secretary of State. Each share of Series A Preferred Stock entitles the holder to receive, if and when declared by the Board of Directors, one (1) share of common stock per annum as a dividend, provided the holder owns the share on November 25 of the applicable year. The dividend is non-cumulative and payable solely in common stock.
During the year ended December 31, 2024, the Company approved a preferred stock dividend of 1 share preferred for every 1,000 common shares held by shareholders of record on November 25, 2024. 137,066 shares of preferred stock are due to be issued valued $2,741 based on the market value of $0.02 on November 25, 2024, and was included in stock payable at March 31, 2025 and December 31, 2024.
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 4,500,000 preferred stock. These shares were valued at $306,000 based on the redemption rate and the closing market value of $0.00680 on November 13, 2024.
Securities Issuances
Stock payable at March 31, 2025 consists of 33,432,439 preferred shares and 20,992,665 restricted common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $912,500 based on the fair value of the Company’s common stock at the date of board authorization. An additional 22,339,433 common shares were owed to various non- 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 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan. This amount was subsequently increased to 2,000,000 shares on January 27, 2021. At March 31, 2025 and December 31, 2024, 44,425 shares were available for future issuance. |