Dogecoin Cash, Inc.: Form 10-Q for the period ended Mar 31, 2022

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.

Results of Operations

Three Months Ended March 31, 2022 compared with the Three Months Ended March 31, 2021

Prior to April 22, 2021, the Company operated two business segments: PrestoCorp, Inc. (“PrestoCorp”), a telehealth business, and GK Manufacturing and Packaging, Inc. (“GKMP”), a contract manufacturing business. On April 22, 2021, the Company sold its controlling interest in GKMP and iBud Tender, Inc. (“iBud”). The discontinued operations of GKMP and iBud are reported separately, below. Discussion of results of operations includes the consolidated results of PrestoCorp.

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Revenues declined 12% in the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to the softening economy and inflationary pressures that have increased costs of necessities and reduced incomes of customers for more discretionary expenditures as provided by PrestoCorp. While access to medical marijuana may be considered by some to be a necessity, the costs are not generally covered by insurance and in the current economic climate, our customers may choose not to pursue access to medical marijuana until economic conditions improve. The need for access to medical marijuana is also impacted by the growing number of states that have legalized adult recreational use, thereby limiting the need in those states for the medical marijuana cards available through the PrestoCorp services.

Net operating loss for the three-month period ended March 31, 2022 decreased 30% in the current period compared to the prior period. The decrease in net loss is a result of significant reductions in advertising and general and administrative expenses. Total operating expenses decreased 23% in the current quarter. The decrease in total operating costs was largely attributable to a significant reduction of 82% in advertising and 38% in general and administrative costs, partially offset by a 25% increase in wages and salaries resulting from annual salary and wage increases for PrestoCorp personnel.

Discontinued Operations

In April 2021, the Company entered into discussions with THC Farmaceuticals, Inc. (“CBDG”) regarding sale of CBDS’s controlling interest positions in GKMP and iBudtender Inc. (iBud”). The discussions were triggered by an interest on the part of CBDS management to refocus business efforts on growing PrestoCorp while streamlining financial reporting and management processes by eliminating assets that are no longer considered essential to the Company’s core focus. The sale was completed on April 22, 2021. Management believes that the sale of GKMP and iBud will free up management time and resources to seek other acquisitions that are more closely aligned with the PrestoCorp business model. Consideration for the sale of the controlling interests consisted of 1,500,000 shares of CBDG common stock and 1,500,000 shares of CBDG preferred stock valued at $600,000 on the date of the acquisition. iBud had no revenues in the periods presented. Summaries of the discontinued operations of GKMP and iBud through March 31, 2021 are provided below. There were no operations by either GKMP or iBud in the three months ended March 31, 2022.

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Liquidity and Capital Resources

Net cash used in operating activities for the three-month period ended March 31, 2022, was $47,799. During the same period, our cash decreased by $41,459. Financing activities generated $6,340 in the three months from related party notes payable. We also reported stock-based compensation of $246,654 during the three-month period from issuance of common and preferred stock as compensation for services performed by officers, directors, and contractors. On March 31, 2022, our cash position was $152,601. Given the level of operations in our first quarter, we expect that additional funds will be required.

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 attributable to Cannabis Sativa, Inc. of $90,891 and $419,990 (including the loss of $164,178 attributable to discontinued operations), respectively, for the three-month periods ended March 31, 2022 and 2021, and had an accumulated deficit of $79,566,859 as of March 31, 2022, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due.

Management is currently evaluating several fund-raising alternatives including private placement of equity securities, a secondary public offering, and various debt instruments. In addition, key members of management have indicated a willingness to provide additional operating capital from time to time. We are also currently selling a portion of our investment securities to generate cash for operations. Based on all these considerations, we believe we will have sufficient capital to operate the business for the next twelve months. It will be important for the Company to be successful in its efforts to raise capital 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.

On May 4, 2022, the Company signed a non-binding letter of intent to merge with MJ Harvest, Inc. (“MJHI”), a company operating a vertically integrated cannabis business covering growing operations, extraction, manufacturing operations, and distribution of products through customer dispensaries. MJHI has one company owned location in Colorado, is expected to close on a second facility in California before the end of May 2022, and has a 25% investment in PPK, Investment Group, Inc. (“PPK”). PPK has growing, manufacturing and distribution operations in Oklahoma, South Dakota, and Arizona, and is in the process of opening new locations in New York and Florida. Management expects that the merger with MJHI will provide adequate cash flow and growth opportunities to meet the Company’s liquidity requirements in coming periods. No assurances can be given that the merger will be consummated, or the combined companies’ operations will be sufficient to allow the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due.

COVID-19

The COVID-19 pandemic is continuing. The evolution of new variants and their rapid spread around the world and throughout the United States has many countries, including the United States, instituting continuing restrictions on travel, public gatherings, and certain business operations. These restrictions have significantly disrupted economic activity in the United States and Worldwide. To date, the disruption has not materially impacted the Company’s financial statements. Initially, the pandemic had a positive impact on the telehealth business, but this positive impact has lessened as COVID-19 restrictions have eased, but the risk remains for a new outbreak of a virulent new strain to develop, and further disruptions are a continuing concern.

The effects of the continued outbreak of COVID-19 and related government responses could include extended disruptions to supply chains and capital markets, reduced labor availability and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts on the Company, including our ability to operate our facilities. To date, there have been no material adverse impacts to the Registrants’ operations due to COVID-19.

In addition, the economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets, equity method investments and goodwill. Management evaluated these impairment considerations and determined that no such impairments occurred through the date of this report.

Off Balance Sheet Arrangements

None

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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.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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