v3.26.1
Note 2 - Basis of Presentation
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Basis of Accounting [Text Block]

2. Basis of Presentation

 

These unaudited condensed consolidated interim financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for all periods presented. Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with GAAP have been omitted or condensed. The information included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended  December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary for the fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. 

 

These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

 

Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These unaudited interim condensed consolidated financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. These unaudited interim condensed consolidated financial statements are presented in U.S. dollars, which is also the Company’s and its subsidiaries’ functional currency.

 

These unaudited condensed consolidated interim financial statements were authorized for issuance by the Board of Directors of the Company on August 12, 2026

 

i)

Basis of consolidation

 

These accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. All intercompany accounts and transactions have been eliminated upon consolidation. The unaudited condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

 

These unaudited condensed consolidated interim financial statements include the accounts of the Company and the following entities which are subsidiaries of the Company:

 

Subsidiaries as at June 30, 2026 

Jurisdiction of Incorporation

 

Ownership Interest 2026

 

Ownership Interest 2025

 

Nature of Business

         

MM Development Company, Inc. ("MMDC")

 

Nevada, USA

 

100%

 

100%

 

Nevada license holding company; vertically integrated cannabis operations

BLC Management Company LLC

 

Nevada, USA

 

100%

 

100%

 

Management/holding company

LBC CBD LLC ("LBC")

 

Nevada, USA

 

100%

 

100%

 

CBD retail sales and marketing

Newtonian Principles Inc.

 

California, USA

 

100%

 

100%

 

California license holding company; cannabis retail sales

Crossgate Capital U.S. Holdings Corp.

 

Nevada, USA

 

100%

 

100%

 

Holding company

Next Green Wave, LLC

 

California, USA

 

100%

 

100%

 

California license holding company; cannabis cultivation and processing

Planet 13 Illinois, LLC

 

Illinois, USA

 

100%

 

100%

 

Illinois license holding company; cannabis retail sales

BLC NV Food, LLC

 

Nevada, USA

 

100%

 

100%

 

Holding company for By The Slice LLC

By The Slice, LLC

 

Nevada, USA

 

100%

 

100%

 

Subsidiary of BLC NV Food, LLC; restaurant and retail operations

Planet 13 Chicago, LLC

 

Illinois, USA

 

100%

 

100%

 

Holding company

Planet 13 Real Prop LLC

 

Florida, USA

 

100%

 

100%

 

Holding company

Planet 13 Lifestyles LLC Nevada, USA 100% 100% Retail sales of apparel and accessories
VidaCann, LLC Florida, USA 100% 100% Florida license holding company
Planet 13 Innovations LLC Nevada, USA 100% 100% Intellectual property holding company
Estate of Las Palmas LLC California, USA 100% 100% Real estate holdings company
Club One Three, LLC Nevada, USA 100% 100% Inactive

 

ii)

Functional currency

 

These unaudited condensed consolidated interim financial statements are presented in U.S. Dollars (“USD”), which is the Company’s and its subsidiaries’ functional currency.

 

Foreign currency transactions are remeasured to the respective financial currencies of the Company’s entities at the exchange rates in effect on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are measured to the functional currency at the foreign exchange rate applicable at the statement of balance sheets date. Non-monetary items are carried at historical rates. Non-monetary items carried at face value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized foreign exchange gains and losses are recognized through profit or loss.

 

iii)

Emerging growth company

 

The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not has a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

 

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.