STOCKHOLDERS’ EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

The Company has authority to issue up to 200,000,000 shares, par value $0.0001 per share. Our shareholders approved an increase in the authorized number of shares from 100,000,000 to 200,000,000 in May 2018. As of December 31, 2021 and 2020, there were 8,400,000 and 7,000,000 shares of the Company’s common stock issued and outstanding, respectively. On November 14, 2019, the Company completed a 1 for 95 reverse stock split. All shares and per share figures have been retroactively adjusted to account for this reverse split and reverse acquisition.

On February 27, 2020, the Company issued 50,000 shares of common stock for services rendered valued at $55,000. On July 28, 2020, the Company issued 83,807 shares of common stock for services rendered valued at $125,710, and $24,290 of contributed capital for services rendered.

On September 14, 2021, the Company issued 1,400,000 shares of common stock in the exercise of warrants for $14,000.

Stock Options

The Company’s Board of Directors approved the adoption of the Mount Tam 2016 Stock-Based Compensation Plan (the “2016 Plan”) on May 12, 2016.

On May 2, 2016, the Company granted options to purchase up to 2,737 shares of Common Stock under the Plan in the aggregate, with an exercise price of $56.05 per share. On December 28, 2018, the Company granted options to purchase up to 51,683 shares of Common Stock under the Plan in the aggregate, with an exercise price of $1.90 per share. Options will vest as per below tables:

Name	Number of Stock Options		Vesting Schedule
Brian Kennedy (Chairman) – 5/2/2016		2,632	Fully vested
Juniper Pennypacker – 5/2/2016		105	Fully vested

Name	Number of Stock Options		Vesting Schedule
Richard Marshak (CEO) – 12/28/2018		37,105	Fully vested
Jim Stapleton (CFO) – 12/28/2018		10,789	Fully vested
Brian Kennedy (Chairman) – 12/28/2018		3,684	Fully vested
Juniper Pennypacker – 12/28/2018		105	Fully vested

On October 2, 2016, the Company granted options to purchase up to 1,421 shares of Common Stock under the Plan in the aggregate, with an exercise price of $38.00 per share. On December 28, 2018, the Company granted options to purchase up to 4,579 shares of Common Stock under the Plan in the aggregate, an exercise price of $1.90 per share. Options will vest as per below tables:

Name	Number of Stock Options		Vesting Schedule
Bryan Cox (consultant) – 10/7/2016		1,053	Fully vested
Jim Stolzenbach (consultant) – 10/7/2016		368	Fully vested

Name	Number of Stock Options		Vesting Schedule
Bryan Cox (consultant) – 12/28/2018		3,158	Fully vested
Jim Stolzenbach (consultant) – 12/28/2018		1,421	Fully vested

The Company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model using the following weighted average assumptions for options granted during the year ended December 31, 2018. All options stand completely vested on the date of the reverse merger November 18, 2019.

	Date of Grant
Expected term (years)		10
Expected volatility		283	%
Risk-free interest rate		2.55	%
Dividend yield		0	%

As summary of option activity under the 2016 Plan as of December 31, 2021 and 2020 and changes during the period then ended is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding at December 31, 2019		60,421	$	5.20		8.02
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Cancelled		-		-		-
Balance outstanding at December 31, 2020		60,421	$	5.20		7.02
Exercisable at December 31, 2020		60,421	$	5.20		7.02

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding at December 31, 2020		60,421	$	5.20		7.02
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Cancelled		-		-		-
Balance outstanding at December 31, 2021		60,421	$	5.20		6.02
Exercisable at December 31, 2021		60,421	$	5.20		6.02

Warrants

On August 10, 2017, the Company entered into a Securities Purchase Agreement with two investors to purchase from the Company 42,510 shares of the Company’s common stock for an aggregate purchase price of $525,000. The investors received a warrant to purchase an additional 5,314 shares at an exercise price of $14.25 per share, and a warrant to purchase an additional 5,314 shares at an exercise price of $19.00 per share. Both warrants have a call provision when the Company’s common stock trades for five consecutive days at a price equal or greater than 500% of the exercise price of each warrant agreement. Both of these warrant agreements expire August 10, 2022.

On July 21, 2021, the Company entered into a consulting agreement with Atikin Investments LLC for a period of one year, expiring July 20, 2022. Pursuant to the consulting agreement, as amended in September 2021, in exchange for Atikin’s provision of consulting services with respect to mergers and acquisitions and general business and operational assistance, the Company granted Atikin 1,400,000 warrants that have a term of five years and an exercise price of $0.01, which were issued to Atikin effective upon the execution of a definitive written agreement with a cannabis company, which occurred on September 14, 2021, the effective date of the Treehouse SPA. The Company recognized a charge to the Consolidated Statement of Operations of $905,771 for the fair value of these warrants. On September 14, 2021, 700,000 of these warrants were assigned to a third party and all 1,400,000 warrants were exercised for $14,000 immediately thereafter.

Warrants	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2019		10,628	$	16.625		2.70	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at December 31, 2020		10,628	$	16.625		1.70	$	-
Exercisable at December 31, 2020		10,628	$	16.625		1.70	$	-

Warrants	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term			Aggregate Intrinsic Value
Outstanding at December 31, 2020		10,628		$	16.625			1.70		$	-
Granted		1,400,000			0.01			5.00			-
Exercised		(1,400,000	)		(0.01	)		(5.00	)		-
Forfeited or expired		-			-			-			-
Outstanding at December 31, 2021		10,628		$	16.625			0.70		$	-
Exercisable at December 31, 2021		10,628		$	16.625			0.70		$	-

The following assumptions were used for the years ended December 31, 2021 and 2020:

	Year Ended December 31, 2021			Year Ended December 31, 2020
Expected term		5 years			-
Expected volatility		323.133	%		-
Expected dividend yield		-			-
Risk-free interest rate		0.10	%		-