10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to ________

Commission File Number: 000-52635

CFN ENTERPRISES INC.

(Exact name of registrant as specified in its charter)

Delaware	20-3858769
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 E. 8TH STREET

WHITEFISH, MT 59937

(Address of principal executive offices) (Zip code)

(833) 420-2636

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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.   Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).   Yes ☒  No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark 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).  Yes ☐  No ☒

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of November 19, 2021 was 475,192,209.

When used in this quarterly report, the terms “CFN Enterprises,” “the Company,” “we,” “our,” and “us” refer to CFN Enterprises Inc., a Delaware corporation.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. For example, when we discuss our expectations for 2021, our expectations for revenue sources, costs of revenue and expenses going forward, and that we will continue to pursue strategic transactions and opportunities, we are using forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of CFN Enterprises Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” contained in our annual report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our annual report on Form 10-K.

CFN ENTERPRISES INC.

INDEX

	Page
PART I - FINANCIAL INFORMATION:	1
Item 1. Condensed Consolidated Financial Statements (Unaudited)	1
Item 2. Management’s Discussion and Analysis of Financial Position and Results of Operations	18
Item 4. Controls and Procedures	23
PART II - OTHER INFORMATION:	24
Item 6. Exhibits	24
SIGNATURES	25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CFN ENTERPRISES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021	December 31, 2020
	(Unaudited)
Assets
Current assets
Cash	$181,725	$160,115
Restricted cash	20,012	20,000
Accounts receivable, net	475,160	9,000
Inventory	258,547	39,017
Marketable Securities	123,936	-
Prepaid expenses and other current assets	139,500	14,500
Total current assets	1,198,880	242,632
Other assets
Investments, at cost	200,000	200,000
Property and equipment	5,474,445	7,845
Goodwill	9,261,591	-
Right of Use Asset	748,566	-
Other Assets	20,431	-
Total other assets	15,705,033	207,845
Total assets	$16,903,913	$450,477
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$1,702,839	$220,039
Accrued expenses	1,924,682	726,807
Deferred revenues	41,963	25,815
Current portion of notes payable	2,043,555	188,249
Current portion of right of use liability	198,869	-
Current liabilities of discontinued operations	79,823	79,823
Total current liabilities	5,991,731	1,240,733
Right of Use Liability	509,303	-
Long-term note payable, net of current portion and discounts	2,070,220	714,812
Total liabilities	8,571,254	1,955,545
Commitments and contingencies
Stockholders' equity (deficit)
Series A Preferred stock, $0.001 par value, 500 shares authorized, 500 shares issued and outstanding as of September 30, 2021 and December 31, 2020	1	1
Series B Preferred stock, $0.001 par value, 3,000 shares authorized, 3,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020	3	3
Common stock, $0.001 par value, 500,000,000 shares authorized, 475,192,209 and 104,792,209 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	475,192	104,792
Common stock issuable	-	492,500
Additional paid-in capital	45,401,438	34,281,838
Accumulated deficit	(37,580,345)	(36,384,202)
Total stockholders' equity (deficit)	8,296,289	(1,505,068)
Non-controlling interest	36,370	-
Total stockholders’ equity (deficit)	8,332,659	(1,505,068)
Total liabilities and stockholders' equity (deficit)	$16,903,913	$450,477

See accompanying notes to the unaudited condensed financial statements

1

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Net revenues	$948,254	$154,369	$1,451,230	$349,071
Cost of revenue	730,186	128,885	949,170	414,154
Gross profit (loss)	218,068	25,484	502,060	(65,083)
Operating expenses:
Selling, general and administrative	847,888	307,069	1,551,790	906,739
Total operating expenses	847,888	307,069	1,551,790	906,739
Loss from operations	(629,820)	(281,585)	(1,049,730)	(971,822)
Other (income) expense:
Loss on extinguishment of debt	-	(30,069)	(172,500)	(30,069)
Unrealized gain (loss) on marketable securities	23,341	-	31,761	-
SBA PPP loan forgiveness	263,000	10,000	263,000	10,000
Interest expense	(23,055)	(13,560)	(53,723)	(38,055)
Interest income	2	2	9	17
Total other (income) expense	263,288	(33,627)	(68,547)	(58,107)
Net loss from continued operations	(366,532)	(315,212)	(981,183)	(1,029,929)
Gain (Loss) from discontinued operations, net of tax	-	(80,422)	-	(80,422)
Net loss	$(366,532)	$(395,634)	$(981,183)	$(1,110,351)
Preferred stock interest	(60,000)	(60,000)	(180,000)	(180,000)
Net loss after preferred stock interest	$(426,532)	$(455,634)	$(1,161,183)	$(1,290,351)
Net income attributable to non-controlling interest	(26,122)	-	(34,960)	-
Net loss available to common shareholders	$(452,654)	$(455,634)	$(1,196,143)	$(1,290,351)
Net loss per share, basic and diluted	$(0.00)	$(0.00)	$(0.01)	$(0.01)
Weighted average number of common shares outstanding, basic and diluted	137,047,395	102,808,921	130,315,311	100,814,828

See accompanying notes to the unaudited condensed financial statements

2

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

	Series A Preferred Stock		Series B Preferred Stock		Common Stock			Common Stock	Additional Paid-in	Accumulated		Non-controlling	Accumulated Other Comprehensive
	Shares	Amount	Shares	Amount	Shares	Amount		Issuable	Capital	Deficit	Interest		Income	`	Total
Balance, December 31, 2019	500	$1	3,000	$3	99,679,709	$99,679		$-	$34,031,326	$(34,721,149)	$-		$(83,473)		$(673,613)
Preferred stock interest	-	-	-	-	-	-			-	(60,000)			-		(60,000)
Net loss	-	-	-	-	-	-			-	(318,331)			-		(318,331)
Foreign currency translation	-	-	-	-	-	-			-	-	-		(456)		(456)
Balance, March 31, 2020	500	$1	3,000	$3	99,679,709	$99,679		$-	$34,031,326	$(35,099,480)	$-		$(83,929)		$(1,052,400)
Share based compensation	-	-	-	-	250,000	250		-	4,607	-	-		-		4,857
Preferred stock interest	-	-	-	-	-	-		-	-	(60,000)	-		-		(60,000)
Net loss	-	-	-	-	-	-		-	-	(396,386)	-		-		(396,386)
Balance June 30, 2020	500	1	3,000	3	99,929,709	99,929		-	34,035,933	(35,555,866)	-		-		(1,503,829)
Share based compensation	-	-	-	-	62,500	63			10,705	-	-		-		10,768
Shares issued as payment of accounts payable and accrued interest					4,800,000	4,800			235,200						240,000
Preferred stock interest	-	-	-	-	-	-			-	(60,000)	-		-		(60,000)
Net loss	-	-	-	-	-	-			-	(395,634)	-		-		(395,634)
Foreign currency translation													83,829		83,829
Balance, September 30, 2020	500	$1	3,000	$3	104,792,209	$104,792		$-	$34,281,838	$(36,011,500)	$-		$-		$(1,624,866)
Balance, December 31, 2020	500	$1	3,000	$3	104,792,209	$104,792		$492,500	$34,281,838	$(36,384,202)	$-		$-		$(1,505,068)
Issuance of common stock	-	-	-	-	12,150,000	12,150		(492,500)	490,350	-	-		-		10,000
Shares issued as payment for accrued interest	-	-	-	-	1,750,000	1,750		-	155,750	-	-		-		157,500
Non-controlling interest contribution											1,410				1,410
Preferred stock interest	-	-	-	-	-	-		-	-	(60,000)	-		-		(60,000)
Net loss	-	-	-	-	-	-		-	-	(331,709)	(15,001)		-		(346,710)
Balance, March 31, 2021	500	$1	3,000	$3	118,692,209	$118,692		$-	$34,927,938	$(36,775,911)	$(13,591)		$-		$(1,742,867)
Issuance of common stock for interest	-	-	-	-	2,000,000	2,000	-	-	158,000	-	-			-	160,000
Shares issued as exercise of warrant								50,000							50,000
Preferred stock interest										(60,000)					(60,000)
Net Loss										(291,780)	23,839				(267,941)
Balance June 30, 2021	500	$1	3,000	$3	120,692,209	$120,692		$50,000	$35,085,938	$37,127,691	$10,248		$-		$(1,860,809)
Issuance of common stock	-	-	-	-	354,000,000	354,000		-	10,266,000	-	-		-		10,620,000
Shares issued as for exercise of warrant	-	-	-	-	500,000	500		(50,000)	49,500	-	-		-		-
Preferred stock interest	-	-	-	-	-	-		-	-	(60,000)			-		(60,000)
Net loss	-	-	-	-	-	-		-	-	(392,654)	26,122		-		(366,532)
Balance, September 30, 2021	500	$1	3,000	$3	475,192,209	$475,192		$-	$45,401,438	$(37,580,345)	$36,370		$-		$8,332,659

See accompanying notes to the unaudited condensed financial statements

3

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30, 2021	September 30, 2020
Cash flows from operating activities
Net loss	$(981,183)	$(1,110,351)
Gain (Loss) from discontinued operations		(80,422)
Net loss from continuing operations	(981,183)	(1,029,929)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	102,720	1,225
Share based compensation		15,625
Forgiveness of SBA PPP loan	(263,000)
Loss on extinguishment of debt	172,500	30,069
Amortization of deferred financing cost	4,437	4,405
Provision for doubtful accounts	-	20,000
Unrealized (gain) on marketable securities	(31,761)	-
Amortization of right of use asset	(17,530)	-
Non-controlling interest	1,410
Changes in operating assets and liabilities:
Accounts receivable	30,635	9,812
Inventory	312,819	(38,427)
Prepaid expenses and other current assets	8,000	(529)
Accounts payable and accrued expenses	517,496	644,606
Right of use liability	(35,668)	-
Deferred revenue	(76,027)	33,390
Net cash used in operating activities of continuing operations	(255,152)	(309,754)
Net cash used in operating activities of discontinued operations	-	(16,365)
Net cash used in operating activities	(255,152)	(326,119)
Cash flows from investing activities
Purchase of property and equipment	(5,710)	(6,633)
Cash acquired in acquisition of CNP operating, LLC.	60,590
Net cash provided by investing activities	54,880	(6,633)
Cash flows from financing activities
Proceeds from sale of common stock	10,000	-
Proceeds from promissory note	161,894	413,000
Proceeds from warrant exercised	50,000	-
Payment of notes payable	-	-
Payment of interest for preferred stock	-	(60,000)
Net cash provided by financing activities	221,894	353,000
Effect of exchange rate fluctuations on cash	-	(456)
Net change in cash and restricted cash	21,622	19,792
Cash and restricted cash, beginning of the period	180,115	107,727
Cash and restricted cash, end of the period	$201,737	$127,519
Supplemental disclosure of cash flow information:
Interest paid	$-	$-
Income taxes paid	$-	$-
Supplemental disclosure of non-cash investing and financing information:
Accrual of preferred stock interest	$180,000	$120,000
Issuance of common stock sold in previous year	$492,500	$-
Addition of Right of Use Asset	$181,134	$-
Investments received for services	$92,175	$-
Issuance of common stock for payment of accrued interest and Note extension	$-	$104,931
Issuance of common stock for payment of accounts payable and accrued expenses	$-	$105,000
Issuance common stock for acquisition of CNP Operating, LLC	$10,620,000	$-

See accompanying notes to the unaudited condensed financial statements

4

CFN ENTERPRISES INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION

Organization

CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005. Effective October 22, 2019, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc.

On May 15, 2019, the Company entered into an asset purchase agreement or the Emerging Growth Agreement with Emerging Growth, LLC, or the Seller or Emerging Growth, pursuant to which the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 30,000,000 shares of the Company’s common stock, and 3,000 shares of Series B preferred stock with a total stated value of $3,000,000 which bears interest at 6% per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest.  The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on June 20, 2019.

The Company’s operations consist of the sponsored content and marketing business from the assets acquired pursuant to the Emerging Growth Agreement.

On January 22, 2021, the Company invested $35,000 in a new joint venture focused on sponsored content and marketing called East West Asset Management or East West. East West was formed as a Limited Liability Company in the State of Nevada on November 13, 2020. CFN owns 50% of the entity and one of its officers holds the title of Member Manager in East West. The Company has concluded that East West is a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s condensed consolidated financial statements.  

On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating, LLC, a Colorado limited liability company, or CNP Operating, and the owners of all of the equity interests of CNP Operating, or the Owners, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 354 million shares of the Company’s common stock. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. On August 25, 2021 the transaction was closed and CNP Operating became a wholly owned subsidiary of the Company.

CNP Operating is a leading cannabidiol, or CBD, manufacturer vertically integrated with a 360 degree approach to the processing of high quality CBD products designed for growers, pharmaceutical, wellness providers, and retailers needs. CNP Operating provide toll processing services which includes; extraction, distillation, remediation, isolation and chromatography. CNP Operating has a professional, organized and dedicated team with 30 years of combined experience. CNP Operating’s state of the art facility, ISO compliant, has 30,000 square feet filled with proprietary technology distillation equipment, in house lab testing, distribution warehouse and white labelling product formulation and design.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company had a working capital deficit of $4,792,851 and an accumulated deficit of $37,580,345 as of September 30, 2021.  The Company also had a net loss of $1,196,143 for the nine months ended September 30, 2021.

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the CNP Operating business and its existing business acquired under the Emerging Growth Agreement, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness CBD, products

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

5

COVID-19

The outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an unfavorable impact on our business operations.  Our main customer market suffered its worst decline, decreasing our revenue.  Mandatory closures of businesses imposed by the federal, state and local governments to control the spread of the virus disrupted the operations of our management, business and finance teams. In addition, the COVID-19 outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance.  We took steps to diversify our revenue model by creating our CBD ecommerce business which has higher margins during the second half of 2020 and to acquire CNP Operating in August 2021and to reduce our costs.  The extent to which COVID-19 will impact our business and our consolidated financial results further will depend on future developments which are highly uncertain and cannot be predicted at this time, but may result in a material adverse impact on our business, results of operations and financial condition.

Basis of Presentation and principles of consolidation

These unaudited condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019, which are included in the Company’s December 31, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 31, 2021.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the period ended September 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

During the period, the Company concluded that East West is a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s condensed consolidated financial statements.  

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

Segment Reporting

The Company’s sponsored content and marketing business acquired from Emerging Growth in June 2019 has historically been its one reportable segment.  In late 2020, the Company launched an e-commerce network focused on the sale of general wellness CBD products.  As of September 30, 2021, sales of these products and the operating activities associated with the e-commerce business have not been significant.  However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant. The Company’s acquisition of CNP Operating in August 2021 results in an additional reporting segment that will be provided in future periods.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. At September 30, 2021, the Company had a restricted cash balance of $20,012 included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows.

6

Accounts Receivable

The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of September 30, 2021 and December 31, 2020 amounted to $249,284 and $183,750, respectively.

Inventory

The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching and for its CBD manufacturing business, CNP Operating.  The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and restricted cash accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

During the first quarter of 2021, the Company began offering customers of its East West Venture who purchase services the option to pay the contract price in securities issued by the Customer which could be a common stock, preferred stock or convertible debentures. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed.

Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.

The Company accounts for its CNP Operating revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

7

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in revenue. Costs incurred for shipping and handling are included in cost of revenue.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. The Company’s notes payable approximate their fair value due to the market rate of interest on the notes.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses for the three months ended September 30, 2021 and 2020 amounted to $12,333 and $32,445, respectively. Advertising expenses for the nine months ended September 30, 2021 and 2020 amounted to $45,677 and $101,760, respectively.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

For interim periods, the Company uses the effective income tax rate method resulting in zero income tax for the nine months ended September 30, 2021 and 2020.

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Investments

On December 24, 2020, the Company acquired a 9.8% interest in the outstanding stock of a privately held company for $200,000.  As the stock has no readily determinable fair values, the Company accounts for this stock received using the cost method, less adjustments for impairment.  At each reporting period, management reviews the status of the investment to determine if any indicators of impairment have occurred.

There were no impairment charges recorded related to investments during the six months ended September 30, 2021.

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Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2021, the Company had 3,160,000 outstanding stock options and 4,687,500 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As of September 30, 2020, the Company had 3,160,000 outstanding stock options and 5,256,944 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As a result, the basic and diluted earnings per share are the same for each of the periods presented.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Common stock awards

The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Equity (Deficit).

Leases

The Company adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) using the modified retrospective method. This accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet. Upon adoption, right-of-use (ROU) assets and lease liabilities for operating leases were recorded in the amount of $181,134 and $181,134, respectively

The Company elected the practical expedient method permitted under the transition guidance, which allows a carryforward of historical lease classification, the assessment on whether a contract was or contains a lease, and the initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

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Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.

NOTE 3: PROPERTY AND EQUIPMENT

The Company’s property and equipment relating to continuing operations consisted of the following:

	September 30, 2021	December 31, 2020
Machinery & Equipment	$7,618,738	$12,546
Furniture, equipment and leasehold improvements	482,448	2,227
	8,101,186	14,773
Less: accumulated depreciation and amortization	(2,626,741)	(6,928)
	$5,474,445	$7,845

Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 amounted to $102,720 and $1,049, respectively. Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 amounted to $102,148 and $350, respectively.

NOTE 4: MARKETABLE SECURITIES

During the first quarter of 2021, the Company began offering customers of its East West Venture who purchase services the option to pay the contract price in securities issued by the Customer which could be a common stock, preferred stock or convertible debentures. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed. The shares received will be accounted for in accordance with ASC 320 – Investments – Debt and Equity Securities, as such the shares will be classified as available-for-sale securities and will be measured at each reporting period at fair value with the unrealized gain or (loss) as a component of other income (expense). Upon the sale of the shares, the Company will record the gain or (loss) in the consolidated statement of operations as a component of net income (loss).

	September 30, 2021	Common Stock
Balances at beginning of year	$ -	$ -
Additions	92,175	92,175
Sale of marketable securities	-	-
Change in fair value	31,761	31,761
Balances at period end	$ 123,936	$ 123,936

The Company accounts for its investments in equity securities in accordance with ASC 321-10 Investments - Equity Securities. The equity securities may be classified into two categories and accounted for as follows:

·Equity securities with a readily determinable fair value are reported at fair value, with unrealized gains and losses included in earnings. Any dividends received are recorded in interest income, the fair value of equity investments with fair values is primarily obtained from third-party pricing services. 

·Equity securities without a readily determinable fair value are reported at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer and their impact on fair value. Any dividends received are recorded in interest income. For equity investments without readily determinable fair values, when an orderly transaction for the identical or similar investment of the same issuer is identified, we use the valuation techniques permitted under ASC 820 Fair Value Measurement to evaluate the observed transaction(s) and adjust the fair value of the equity investment 

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NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable and accrued expenses, approximate their respective fair values due to the short-term nature of such instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company considers marketable securities quoted on the NASDAQ, Canadian Stock Exchange and OTC Pink sheets and then discounts the value after considering Rule 144 restrictions and market liquidity to be fair valued with Level 1 inputs. The Company had the following financial assets of September 30, 2021:

	Balance as of September 30, 2021	Significant Unobservable Inputs (Level 1)	Significant Unobservable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Marketable Securities	$123,936	$123,936	$-	$-
Total Assets	$123,936	$123,936	$-	$-

NOTE 6: NOTES PAYABLE

On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30, 2022 to September 30, 2024. In connection with the extension, the Company issued 2,000,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2021.

In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The warrants were exercised on June 30, 2021 and the Company received $50,000.

The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date, which amounted to $4,427 and $4,425 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the net book value of the promissory note amounted to $494,498 including the principal amount outstanding of $500,000 net of the remaining discount of $5,502.

On May 6, 2020, the Company entered into a promissory note, or the Note, with Pacific Western Bank, evidencing an unsecured loan, or the Loan, in the amount of $263,000 made to the Company under the Paycheck Protection Program, or the PPP.

The interest rate on the Loan is 1.0% per annum. The Note matures on May 6, 2022. The Company has applied for full forgiveness of the amounts due under the Note and received forgiveness during the period ending September 30, 2021.

On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000 and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company.

On February 25, 2021, the Company entered into a secondary promissory note, or the Second PPP Note, with Pacific Western Bank, evidencing an unsecured loan, or the Second Loan, in the amount of $263,000 made to the Company under the PPP. Under the PPP, the proceeds of the Second Loan may be used to pay payroll and make certain covered interest payments, lease payments and utility payments, or the Qualifying Expenses. The Company intends to use the entire Second Loan amount for Qualifying Expenses under the PPP. Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the Company maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Second Loan in whole or in part.

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The interest rate on the Second Loan is 1.0% per annum. The Second PPP Note matures on February 25, 2023. On September 1, 2022 and on the first day of each month thereafter until February 1, 2024, the Company must make monthly payments of $14,727 under the Second Loan that is not forgiven in accordance with the terms of the PPP and related accrued interest thereon. The Second PPP Note contains events of default and other conditions customary for a note of this type. As of June 30, 2021, the current portion of the Second Loan due within the next 12 months amounted to $0.  The Company plans to apply for full forgiveness of the Second PPP Note.

On October 28, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000. The outstanding balance of the note was $2,633,875 at September 30, 2021.

On September 30, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Eagle Six Consultants, Inc. (“Eagle”) whereby the Company borrowed $550,000 bearing interest at 16% per annum. The outstanding balance of the note was $300,000 at September 30, 2021.

On June 6, 2020, the Company’s subsidiary CNP Operating entered into a second promissory note payable with Eagle whereby the Company borrowed $300,000 bearing interest at 18% per annum. The outstanding balance of the note was $80,000 September 30, 2021.

On May 12, 2021 the Company’s subsidiary CNP Operating restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli portion of the entire obligations as an offset to member’s contribution.

On January 10, 2020 the Company’s subsidiary CNP Operating purchased a distillation machine for $248,000. The company paid $108,000 and entered into a promissory note with company owned by one of the partners.  The original value of the note was $140,000 and has no terms such as interest rate, maturity or monthly payments. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

On Nov 19, 2020 the Company’s subsidiary CNP Operating purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on Nov 19, 2025. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

The Company’s subsidiary CNP Operating also entered into a note payable during 2020 with the landlord for additional improvements to the facility in Centennial, Colorado.  The outstanding balance of this note was $11,708 at December 31, 2020 and $29,981 as of September 30, 2021 because additional improvements were completed during the period.

Future scheduled maturities of long-term debt are as follows.

		Year Ending December 31,
2021	(3 months)	$ 615,930
2022		1,985,529
2023		836,607
2024		534,179
2025		3,416
Thereafter		138,113
Total		$ 4,113,775

The aggregate current portion of long-term debt as of September 30, 2021 amounted to $2,043,555 which represents the contractual principal payments due during the twelve months following September 30, 2021.

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NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Effective April 3, 2020, the Company granted 500,000 of restricted shares of its common stock to a consultant for services as an advisory board member, with 250,000 shares vesting immediately and the remainder vesting in four equal quarterly installments commencing on July 1, 2020. During 2020, the Company recorded $10,768 of share-based compensation expense. The arrangement was terminated on July 17, 2020, and the unvested portion of the restricted stock grant of 187,500 shares were forfeited.

Effective August 6, 2020, the Company and Emerging Growth reached an agreement whereby the Company issued 4.8 million shares of its common stock with a value of $240,000 to Emerging Growth as payment for outstanding liabilities due to Emerging Growth totaling $209,931.  The outstanding liabilities due to Emerging Growth included $104,931 in outstanding accrued interest on the Series B Preferred Stock through August 31, 2020, as well as $105,000 of outstanding payables.  The additional $30,069 was recorded as loss on extinguishment of debt during 2020.

Effective October 13, 2020, the Company and the holder of its $500,000 promissory note payable issued on September 10, 2019 (see Note 5) reached an agreement whereby the Company agreed to issue 1,650,000 shares of its common stock with a value of $82,500 to the noteholder as payment of $41,192 of accrued interest on the promissory note.  This resulted in a loss on extinguishment of debt of $41,308 in 2020.  The common shares were issued on January 2, 2021 and are reflected as common shares issuable as of December 31, 2020.

In December 2020, the Company received $410,000 in cash in respect of a sale of an aggregate total of 10,250,000 shares of its common stock for proceeds of $420,000.  The Company received the remaining $10,000 for the sale in January 2021 and the common shares were issued in January 2021.  The Company has reflected the $410,000 received in common shares issuable in the statement of shareholders equity.

In January 2021, the Company issued 12,150,000 shares of common stock, of which 11,900,000 were issuable on December 31, 2020 and 250,000 were sold in 2021 for $10,000.

In March 2021, the Company issued 1,750,000 shares of common stock in exchange for $105,000 of interest accrued to Emerging Growth as a result of holding the Series B Preferred stock. The fair value of the shares was $157,500 and the Company recognized a loss on extinguishment of debt in the amount of $52,500.

In May 2021, in connection with the maturity extension of the $500,000 promissory note (Note 4), the Company issued 2,000,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2021. The fair value of the shares was $160,000 and the Company recognized a loss on extinguishment of debt in the amount of $120,000.

In June 2021, the Company received $50,000 in cash in respect to an exercise of warrants by a Note holder. The Company has reflected the $50,000 received in common shares issuable in the statement of stockholder’s equity as the Company issued 500,000 shares of common stock on July 7, 2021.  

On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 354 million shares of Company common stock. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended.

Preferred Stock

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock.

On June 20, 2019, the Company issued to certain of its promissory noteholders an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock bears interest at 12% per annum, and is convertible into the Company’s common stock at the election of the holder at a conversion price per share to be mutually agreed between the Company and the holder in the future, and be redeemable at the Company’s option following the third year after issuance, without voting rights or a liquidation preference.

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On June 20, 2019, the Company issued 3,000 shares of Series B Preferred Stock to Emerging Growth each with a stated value of $1,000 per share, as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth (see Note 4). The Series B Preferred Stock bears interest at 6% per annum and is convertible into the Company’s common stock at the election of Emerging Growth at a conversion price per share to be mutually agreed between the Company and Emerging Growth in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest.

For the nine months ended September 30, 2021 and 2020, the Company incurred $180,000 and $180,000, respectively, of dividends from the outstanding preferred stock.

Warrants

The following summarizes the Company’s warrant activity for the nine months ended September 30, 2021.

	Warrants	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life (Years)
Outstanding at December 31, 2020	5,256,944	$0.33	3.56
Forfeited	(69,444)	0.45
Exercised	(500,000)	0.10
Outstanding at September 30, 2021	4,687,500	$0.33	3.36
Vested and expected to vest
at September 30, 2021	4,687,500	$0.33	3.36
Exercisable at September 30, 2020	4,687,500	$0.33	3.36

As of September 30, 2021, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.

Options

The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan was 22,500,000 shares of Common Stock from either authorized but unissued shares or treasury shares.  The Plan expired on December 14, 2016.

The following summarizes the Company’s stock option activity for the nine months ended September 30, 2021.

	Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life Years)
Outstanding at December 31, 2020	3,160,000	$0.33	1.44
Granted/forfeited/cancelled	-
Outstanding at September 30, 2021	3,160,000	$0.33	.94
Vested and expected to vest

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at September 30, 2021	3,160,000	$0.33	.94
Exercisable at September 30, 2021	3,160,000	$0.33	.94

As of September 30, 2021, all outstanding options were fully vested and there is no remaining unrecorded compensation expense.

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NOTE 8: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

NOTE 9: LEASES

On June 20, 2019, the Company entered into a Lease Agreement with Emerging Growth for the lease of office space in Whitefish, Montana, for a period of one year at a rate of $1,500 per month. On August 5, 2020, the Company entered into a lease agreement with Emerging Growth for additional office space in Whitefish, Montana, replacing its previous lease from June 20, 2019. The term of the lease commenced on September 1, 2020 for a period of one year at a rate of $4,500 per month.  The lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase.  Management has elected a policy to exclude leases with an initial term of 12 months or less from the balance sheet presentation required under ASC 842. As a result, the office lease has been excluded from balance sheet presentation as it has an original term of 12 months or less.

On March 30, 2021, the Company entered into a new lease with Emerging Growth, which took the place of the old lease effective April 1, 2021. The lease provides for payments of $4,500 per month and has a term of three years and contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase.

On June 4, 2019, the Company’s subsidiary CNP Operating entered into a Lease Agreement with Blair Investments, LLC for the lease of office space in Centennial Colorado, for a period of 3 year at a rate of $10,521 per month. On September 26, 2019 this agreement was terminated and replaced with a new agreement starting October 1, 2019 and expiring on June 30, 2023.

On October 26, 2020 the Company’s subsidiary CNP Operating entered into an amendment to the previous agreement to extend the lease to June 30, 2024, adjust the monthly rent schedule, the landlord agreed to install additional HVAC equipment and the Company agreed to reimburse the landlord $40,000 over a 4-year period with a monthly payment amount of $835.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases maturing as of September 30:

	Operating Leases
2021	$ 59,021
2022	256,155
2023	262,727
2024	234,083
Thereafter	13,905
Total minimum lease payments including interest	825,890
Less: Amounts representing interest	(117,718)
Present value of minimum lease payments	708,172
Less:  Current portion of lease liabilities	(198,869)
Non-current portion of lease liabilities	$ 509,303
Cash payments on lease liabilities	$ 1,035,002
Weighted average remaining lease term	3.5 year
Weighted average discount rate	10%

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NOTE 10: ACQUISITION OF CNP OPERATING

On August 25, 2021, the Company acquired CNP Operating for a purchase price consideration consisting of 354,000,000 shares of the Company’s common stock valued at $10,620,000.

Also, during 2019, CNP Operating acquired certain inventory from CSIS and a portion of that inventory became damaged or obsolete.  CNP Operating assumed the obligation for the debt with CBSG for $3,050,000 and CSIS and its sole member guaranteed the CBSG debt.  CSIS has agreed to fund the loan repayments at $138,625 per month for 24 months.  The original balance of the CBSG debt assumed by CNP Operating has been offset as a contribution receivable from CSIS and treated as an initial reduction in members’ equity.  As payments are made by CSIS on the CBSG debt the balance of those payments will be treated as members’ contributions. That balance was $3,050,000 at June 30, 2021 (unaudited), December 31, 2020 and 2019.

The purchase price allocation at fair value is below.  The business combination accounting is not yet complete and the amounts assigned to the net assets acquired are provisional.  Therefore, the final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the net assets acquired.

	August 25, 2021
	Unaudited
Assets
Current assets
Cash	$60,589
Accounts receivable, net	496,795
Inventory	532,349
Current portion of note receivable	133,000
Total current assets	1,222,733
Other assets
Right of Use Asset	549,902
Property and equipment, net of accumulated depreciation	5,563,610
Goodwill	9,261,591
Other Assets	16,573
Total other assets	15,391,676
Total assets	$16,614,409
Liabilities
Current liabilities
Accounts payable and accrued expenses	$1,829,418
Due to CSIS	298,760
Current portion of lease obligation	198,869
Current portion of notes payable	1,990,021
Total current liabilities	4,317,068
Lease obligation, less current portion	359,979
Long-term note payable, net of current portion and discounts	1,317,362
Total liabilities	1,677,341
Total Purchase Price Consideration	$10,620,000

The purchase price was 354,000,000 shares of common stock at $0.03 per share totaling $10,620,000.

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The historical operations of CNP Operating were as follows:

	Six Months Ended June 30, 2021	Twelve months ended December 31, 2020
	Unaudited	Audited
Net revenues	$5,541,627	$6,183,469
Cost of revenue	3,546,763	5,772,804
Gross profit (loss)	1,976,864	410,665
Operating expenses:
Selling, general and administrative	2,159,390	3,829,785
Total operating expenses	2,159,390	3,829,785
Loss from operations	(182,526)	(3,419,120)
Total other expense	(28,730)	(222,376)
Net loss	$(211,256)	$(3,641,496)

11. Subsequent Events

On October 19, 2021, the Company borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of December 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on December 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control.

18

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2020. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We own and operate CNP Operating, a leading CBD manufacturer vertically integrated with a 360 degree approach to the processing of high quality CBD products designed for growers, pharmaceutical, wellness providers, and retailers’ needs, and a cannabis industry focused sponsored content and marketing business, or the CFN Business. Our ongoing operations currently consist primarily of CNP Operating and the CFN Business and we will continue to pursue strategic transactions and opportunities.  We are currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products.

CNP Operating provides toll processing services which includes extraction, distillation, remediation, isolation and chromatography. CNP Operating has a professional, organized and dedicated team with 30 years of combined experience. CNP Operating’s state of the art facility, ISO compliant, has 30,000 square feet filled with proprietary technology distillation equipment, in house lab testing, distribution warehouse and white labelling product formulation and design.

The CFN Business generates revenue through sponsored content, including articles, press releases, videos, podcasts, advertisements and other media, email advertisements and other marketing campaigns run on behalf of public and private companies in the cannabis industry, helping them reach accredited, retail and institutional investors. Most revenue is generated through contracts involving a monthly cash payment.

The CFN Business’ primary expenses come from advertising on platforms like Twitter and Facebook and from employee salaries and contractor fees. The CFN Business’ content is primarily produced by a team of freelance writers and video content is produced through various vendors. The CFN Business also incurs hosting and development costs associated with maintaining and improving its website, web applications, and mobile applications. The CFN Business operates several media platforms, including CannabisFN.com, the CannabisFN iOS app, the CFN Media YouTube channel, the CFN Media podcast, and other venues. These properties are designed to educate and inform investors interested in the cannabis industry, as well as provide a platform for the clients of the CFN Business to reach investors. The CFN Business distributes content across numerous online platforms, including the CannabisFN.com website, press releases, financial news syndicates, search engines, YouTube, iTunes, Twitter, Instagram, Facebook, LinkedIn, and others.

The CFN Business targets the legal cannabis industry. According to Grand View Research, the global cannabis industry is expected to reach $146.4 billion by 2025, driven by the legalization of medical and adult-use cannabis across a growing number of jurisdictions. According to the Marijuana Index, there are approximately 400 public companies involved in the cannabis industry, which represents the primary target market of the CFN Business. The CFN Business’ services are designed to help private companies prepare to go public and public companies grow their shareholder base through sponsored content and marketing outreach. The success of the CFN Business depends on the legal status of cannabis, investor demand for cannabis investments, and numerous other external factors.

The CFN Business competes with other public relations firms for clients, as well as online publishers for investors. Public relations competition includes investor awareness firms like Stockhouse Publishing, Catalyst Xchange, Stonebridge Partners and Midan Ventures. Online publisher competition includes firms like New Cannabis Ventures, Leafly and High Times. The CFN Business is regulated by rules established by the SEC, FINRA, and certain federal and state cannabis regulations.

On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating and the Owners, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 354 million shares of the Company’s common stock. On August 25, 2021 the transaction was closed and CNP Operating became a wholly owned subsidiary of the Company.

Our corporate website is: www.cfnenterprisesinc.com, the contents of which are not part of this quarterly report.

Our Common Stock is quoted on the OTCQB Marketplace under the symbol "CNFN."

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Results of Operations for the Three Months Ended September 30, 2021 and 2020

The following are the results of our operations for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020:

	For the Three Months Ended
	September 30, 2021	September 30, 2020	Change
Net revenues	$948,254	$154,369	$837,198
Cost of revenue	730,186	128,885	599,161
Gross profit	218,068	25,484	238,037
Operating expenses:
Selling, general and administrative	847,888	307,069	540,819
Total operating expenses	847,888	307,069	540,819
Loss from operations	(629,820)	(281,585)	(348,235)
Other income (expense):
Loss on extinguishment of debt	-	(30,069)	(30,069)
SBA PPP loan forgiveness	263,000	10,000	253,000
Unrealized gain on investments	23,341	-	5,595
Interest expense	(23,055)	(13,560)	(8,253)
Interest income	2	2	(2)
Total other income (expense)	263,288	(13,027)	(296,915)
Net loss before provision for income taxes	(366,532)	(315,212)	(51,320)
Provision for income taxes	-	-	-
Net loss	$(366,532)	$(315,212)	$(51,320)

Net Revenues

The Company’s revenues are generated from the sale of promotional service packages to customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity.

During the three months ended September 30, 2021, the Company started four new campaigns, compared with five during the same period in 2020. These campaigns have a value of $89,500 which will be recognized as revenue over the next three to six months. In 2020, the cumulative value of campaigns begun during the same period was $117,500 with much of the revenue recognized during the first quarter of 2020 attributable to the final stages of campaigns started in previous quarters.

The Company’s subsidiary CNP Operating generated revenue of $780,000 from the sale of products produced from hemp material and manufactured into CBD distillate.

Cost of Revenue

The costs of revenue consist primarily of labor, fees paid for production of content for clients and the costs of placement of the content on various platforms. In 2021, the contracts required more production services and related labor than the contracts in 2020. As a result, the cost of revenue in 2021 was higher as a percentage of the revenue recognized during the quarter.

The Company’s cost of revenue for the three months ended September 30, 2021 were higher than those in the corresponding three months in 2020 due largely to the acquisition of CNP Operating which represented approximately $635,000 of cost of revenue which primarily represents the cost of hemp material, manufacturing material such as solvent, fuel and equipment depreciation.

Operating Expenses

The Company’s operating expenses for the three months ended September 30, 2021 were higher than those in the corresponding three months in 2020 due largely to the acquisition of CNP Operating which represented approximately $500,000 of additional general and administrative expenses representing wages.

20

Other Income/Expense

Other income increased during the three months ended September 30, 2021 due to the forgiveness of the SBA PPP loan. In addition, the investments received by East West for services were marked to market and resulted in an unrealized loss for the period. The Company did not have a similar loss during the three months ended September 30, 2020.

Results of Operations for the nine Months Ended September 30, 2021 and 2020

The following are the results of our operations for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020:

	For the Nine Months Ended
	September 30, 2021	September 30, 2020	Change
Net revenues	$1,451,230	$349,071	$1,102,159
Cost of revenue	949,170	414,154	535,016
Gross profit (loss)	502,060	(65,083)	567,143
Operating expenses:
Selling, general and administrative	1,551,790	906,739	645,051
Total operating expenses	1551,790	906,739	645,051
Loss from operations	(1,049,730)	(971,822)	(77,908)
Other income (expense):
Loss on extinguishment of debt	(172,500)	(30,069)	(42,431)
Unrealized gain on investments	31,761	-	31,761
SBA PPP loan forgiveness	263,000	10,000	253,000
Interest expense	(53,723)	(38,055)	(15,668)
Interest income	9	17	(8)
Total other income (expense)	68,547	(58,107)	126,654
Net loss before provision for income taxes	(981,183)	(1,029,929)	48,746
Provision for income taxes	-	-	-
Net loss	$(981,183)	$(1,029,929)	$48,746

Net Revenues

The Company’s revenues are generated from the sale of promotional service packages to customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity.

During the nine months ended September 30, 2021, the Company started twenty-five new campaigns, compared with eight during the same period in 2020. These campaigns have a value of $651,000 which will be recognized as revenue over the next three to six months. In 2020, the cumulative value of campaigns begun in the first nine months was $167,500 with much of the revenue recognized during the first quarter of 2020 attributable to the final stages of campaigns started in previous quarters.

The Company’s subsidiary CNP Operating generated revenue of $780,000 from the sale of products produced from hemp material and manufactured into CBD distillate.

Cost of Revenue

The costs of revenue consist primarily of labor, fees paid for production of content for clients and the costs of placement of the content on various platforms. In 2020, the contracts required more production services and related labor than the contracts in 2021. As a result, the cost of revenue in 2021 was lower as a percentage of the revenue recognized during the quarter.

The Company’s cost of revenue for the nine months ended September 30, 2021 were higher than those in the corresponding three months in 2020 due largely to the acquisition of CNP Operating which represented approximately $635,000 of cost of revenue which primarily represents the cost of hemp material, manufacturing material such as solvent, fuel and equipment depreciation.

21

Operating Expenses

The Company’s operating expenses for the nine months ended September 30, 2021 were higher than those in the corresponding three months in 2020 due largely to the acquisition of CNP Operating which represented approximately $500,000 of additional general and administrative expenses representing wages.

Other Income/Expense

Other expenses increased during the nine months ended September 30, 2021 due to the loss on extinguishment of debt the Company incurred as it issued common stock in payment of interest payable and extension of the maturity date on a note payable. In addition, the investments received by East West for services were marked to market and resulted in an unrealized gain of approximately $23,000 and the SBA PPP loan forgiveness of $268,000. The Company did not have a similar loss during the nine months ended September 30, 2020.

Liquidity, Capital Resources and Going Concern

On May 6, 2020, we received $263,000 in the form of a loan from the PPP, as well $150,000 in proceeds from a loan with the SBA on June 24, 2020. We also received a second PPP loan of $263,000 on February 25, 2021. Our plan to continue as a going concern includes raising additional capital in the form of debt or equity, growing the business acquired under the Emerging Growth Agreement and managing and reducing operating and overhead costs. We cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for us to raise additional capital on an immediate basis.

These matters, among others, raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

The following is a summary of our cash flows from operating, investing and financing activities:

	Nine Months Ended
	September 30, 2021	September 30, 2020
Cash flows (used in) operating activities	$(255,152)	$(326,119)
Cash flows provided (used in) by investing activities	$54,879	$(6,633)
Cash flows provided by financing activities	$221,894	$353,000

As of September 30, 2021, we had unrestricted cash of $201,737.

Net cash used in operating activities was $255,152 during the nine months ended September 30, 2021, compared to cash used in operating activities of $326,119 during the same period in 2020.

Net cash provided by investing activities was $54,879 during the nine months ended September 30, 2021 primarily from the acquisition of the CNP Operating assets, compared to cash used in financing activities of $6,633 during the same period in 2020.

Net cash provided by financing activities during the nine months ended September 30, 2021 of $221,894 was the result of proceeds from a second PPP loan of $263,000, the sale of common stock for $10,000 and the exercise of $50,000 of warrants. In 2020 net cash provided from investing activities related of $353,000 was the result of proceeds from notes payable of $413,000, offset by the payment of preferred stock interest of $45,000.

Description of Indebtedness

On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30, 2022 to September 30, 2024. In connection with the extension, the Company issued 2,000,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2021.

In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The warrants were exercised on June 30, 2021 and the Company received $50,000.

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The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date, which amounted to $4,427 and $4,425 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the net book value of the promissory note amounted to $494,498 including the principal amount outstanding of $500,000 net of the remaining discount of $5,502.

On May 6, 2020, the Company entered into a promissory note, or the Note, with Pacific Western Bank, evidencing an unsecured loan, or the Loan, in the amount of $263,000 made to the Company under the Paycheck Protection Program, or the PPP.

The interest rate on the Loan is 1.0% per annum. The Note matures on May 6, 2022. The Company has applied for full forgiveness of the amounts due under the Note and received forgiveness during the period ending September 30, 2021.

On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000 and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company.

On February 25, 2021, the Company entered into a secondary promissory note, or the Second PPP Note, with Pacific Western Bank, evidencing an unsecured loan, or the Second Loan, in the amount of $263,000 made to the Company under the PPP. Under the PPP, the proceeds of the Second Loan may be used to pay payroll and make certain covered interest payments, lease payments and utility payments, or the Qualifying Expenses. The Company intends to use the entire Second Loan amount for Qualifying Expenses under the PPP. Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the Company maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Second Loan in whole or in part.

The interest rate on the Second Loan is 1.0% per annum. The Second PPP Note matures on February 25, 2023. On September 1, 2022 and on the first day of each month thereafter until February 1, 2024, the Company must make monthly payments of $14,727 under the Second Loan that is not forgiven in accordance with the terms of the PPP and related accrued interest thereon. The Second PPP Note contains events of default and other conditions customary for a note of this type. As of June 30, 2021, the current portion of the Second Loan due within the next 12 months amounted to $0.  The Company plans to apply for full forgiveness of the Second PPP Note.

On October 28, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000. Full payment of the borrowed amount is over a three-year period. The first 12 consecutive monthly payments must equal a minimum of $1 million. Monthly payment ranging month 13 to month 24 must equal a minimum amount of no less than $1 million dollars. Monthly payments ranging month 25 to month 36 must equal $1,050,000. The outstanding balance of the note was $2,840,000 at September 30, 2021.

On September 30, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Eagle Six Consultants, Inc. (“Eagle”) whereby the Company borrowed $550,000 bearing interest at 16% per annum. Interest of $7,334 on the note is payable monthly on the seventh business day of the month commencing October 7, 2019. A final payment equal to the total amount of principal, interest, total funded and other charges are due and payable on or before October 31, 2020.  The outstanding balance of the note was $550,000 at September 30, 2021.

On June 6, 2020, the Company’s subsidiary CNP Operating entered into a second promissory note payable with Eagle whereby the Company borrowed $300,000 bearing interest at 18% per annum. Interest of $4,500 on the note is payable monthly on the sixteenth business day of the month commencing July 16, 2020. A final payment equal to the total amount of principal, interest, total funded and other charges are due and payable on or before June 16, 2021.  The outstanding balance of the note was $300,000 September 30, 2021.

On May 12, 2021 the Company’s subsidiary CNP Operating restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli portion of the entire obligations as an offset to member’s contribution.

On January 10, 2020 the Company’s subsidiary CNP Operating purchased a distillation machine for $248,000. The company paid $108,000 and entered into a promissory note with company owned by one of the partners.  The original value of the note was $140,000

23

and has no terms such as interest rate, maturity or monthly payments. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

On Nov 19, 2020 the Company’s subsidiary CNP Operating purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on Nov 19, 2025. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

The Company’s subsidiary CNP Operating also entered into a note payable during 2020 with the landlord for additional improvements to the facility in Centennial, Colorado.  The outstanding balance of this note was $11,708 at December 31, 2020 and $29,981 as of September 30, 2021 because additional improvements were completed during the period.

Obligations Under Preferred Stock

On June 20, 2019, existing debtholders with outstanding principal balances totaling $500,000 were issued an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock bears interest at 12% per annum, and is convertible into our common stock at the election of the holder at a conversion price per share to be mutually agreed between us and the holder in the future, and be redeemable at our option following the third year after issuance, without voting rights or a liquidation preference.

On June 20, 2019, we issued 3,000 shares of Series B Preferred Stock, each with a stated value of $1,000 per share, to Emerging Growth, LLC as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth, LLC. The Series B Preferred Stock bears interest at 6% per annum and is convertible into our common stock at the election of Emerging Growth, LLC at a conversion price per share to be mutually agreed between us and Emerging Growth, LLC in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest.

Other outstanding obligations at September 30, 2021

Warrants

As of September 30, 2021, 4,687,500 shares of our common stock are issuable pursuant to the exercise of warrants.

Options

As of September 30, 2021, 3,160,000 shares of our common stock are issuable pursuant to the exercise of options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

COVID-19

The outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an unfavorable impact on our business operations.  Our main customer market suffered its worst decline, decreasing our revenue.  Mandatory closures of businesses imposed by the federal, state and local governments to control the spread of the virus disrupted the operations of our management, business and finance teams. In addition, the COVID-19 outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance.  We took steps to diversify our revenue model by creating our CBD ecommerce business which has higher margins during the second half of 2020 and to acquire CNP Operating in August 2021 and to reduce our costs.  The extent to which COVID-19 will impact our business and our consolidated financial results further will depend on future developments which are highly uncertain and cannot be predicted at this time, but may result in a material adverse impact on our business, results of operations and financial condition.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2021, our disclosure controls and procedures were not effective.

24

Changes in Internal Control Over Financial Reporting

During 2019, in order to remediate the segregation of duties and other deficiencies initially created by the departure of our accounting department in June 2019, we hired accounting consultants to perform our account reconciliations and other day-to-day accounting requirements. The internal control structure was also documented and assessed in the areas of financial reporting and disclosure controls as it relates to our continuing operations. In addition, we revised and improved the use of our systems for getting appropriate approvals for purchases and other activities that require authorization. However, our ability to file timely reports is heavily dependent on having the necessary financial resources to pay consultants and other outside service providers involved with performing key elements of our disclosure and financial reporting controls.  Our current financial condition, brought on in-part by COVID-19, has temporarily hindered our ability to file timely reports for this reason.  As a result, we have assessed our disclosure controls and controls over financial reporting as not effective.

PART II - OTHER INFORMATION

Item 6.  Exhibits

2.1	Form of Securities Purchase Agreement, dated August 23, 2021 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
2.2	Form of Securities Purchase Agreement, dated August 23, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.1	Employment Agreement between CFN Enterprises Inc. and Brian Ross, dated August 25, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.2	Employment Agreement between CFN Enterprises Inc. and Mario Marsillo Jr., dated August 25, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.3	Employment Agreement between CFN Enterprises Inc. and Vince Kandis, dated August 25, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.4	Employment Agreement between CFN Enterprises Inc. and Spiro Kandis, dated August 25, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.5	Employment Agreement between CFN Enterprises Inc. and John Rand, dated August 25, 2021(incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 23, 2021).
10.6		Form of Promissory Note, dated October 19, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 22, 2021).
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).*
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350.**
101.		The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Comprehensive Loss, (iv) the Statements of Changes in Stockholders’ Deficit, (v) the Statements of Cash Flows, and (vi) related notes to these financial statements.*

*Filed herewith. 

**Furnished herewith. 

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CFN ENTERPRISES INC.
Dated: November 22, 2021	By:	/s/ Brian Ross
		Brian Ross President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

I, Brian Ross, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2021 of CFN Enterprises Inc.; 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report; 

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. 

5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): 

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Date: November 22, 2021

/s/ Brian Ross

Brian Ross

President and Chief Executive Officer

(Principal Executive Officer and
Principal Financial Officer)

XML

Document and Entity Information - $ / shares		9 Months Ended
	Nov. 19, 2021	Sep. 30, 2021
Details
Registrant CIK		0001352952
Fiscal Year End		--12-31
Document Type		10-Q
Document Quarterly Report		true
Document Period End Date		Sep. 30, 2021
Document Transition Report		false
Entity File Number		000-52635
Entity Registrant Name		CFN ENTERPRISES INC.
Entity Incorporation, State or Country Code		DE
Entity Tax Identification Number		20-3858769
Entity Address, Address Line One		600 E. 8TH STREET
Entity Address, City or Town		WHITEFISH
Entity Address, Country		MT
Entity Address, Postal Zip Code		59937
Country Region		833
City Area Code		420
Local Phone Number		2636
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		false
Entity Shell Company		false
Entity Listing, Par Value Per Share	$ 0.001
Entity Common Stock, Shares Outstanding	475,192,209
Amendment Flag		false
Document Fiscal Year Focus		2021
Document Fiscal Period Focus		Q3

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 181,725	$ 160,115
Restricted cash	20,012	20,000
Accounts receivable, net	475,160	9,000
Inventory	258,547	39,017
Marketable Securities	123,936	0
Prepaid expenses and other current assets	139,500	14,500
Total current assets	1,198,880	242,632
Other assets
Investments, at cost	200,000	200,000
Property and equipment	5,474,445	7,845
Goodwill	9,261,591	0
Right of Use Asset	748,566	0
Other Assets	20,431	0
Total other assets	15,705,033	207,845
Total assets	16,903,913	450,477
Current liabilities
Accounts payable	1,702,839	220,039
Accrued expenses	1,924,682	726,807
Deferred revenues	41,963	25,815
Current portion of notes payable	2,043,555	188,249
Current portion of right of use liability	198,869	0
Current liabilities of discontinued operations	79,823	79,823
Total current liabilities	5,991,731	1,240,733
Right of Use Liability	509,303	0
Long-term note payable, net of current portion and discounts	2,070,220	714,812
Total liabilities	8,571,254	1,955,545
Stockholders' equity (deficit)
Common shares	475,192	104,792
Common stock issuable	0	492,500
Additional paid-in capital	45,401,438	34,281,838
Accumulated deficit	(37,580,345)	(36,384,202)
Total stockholders' equity (deficit)	8,296,289	(1,505,068)
Non-controlling interest	36,370	0
Total stockholders' equity (deficit)	8,332,659	(1,505,068)
Total liabilities and stockholders' equity (deficit)	16,903,913	450,477
Series A Preferred Stock
Stockholders' equity (deficit)
Preferred shares	1	1
Total stockholders' equity (deficit)	1	1
Series B Preferred Stock
Stockholders' equity (deficit)
Preferred shares	3	3
Total stockholders' equity (deficit)	$ 3	$ 3

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CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share	$ 0.001
Preferred Stock, Shares Authorized	2,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	475,192,209	104,792,209
Common Stock, Shares, Outstanding	475,192,209	104,792,209
Series A Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	500	500
Preferred Stock, Shares Issued	500	500
Preferred Stock, Shares Outstanding	500	500
Series B Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	3,000	3,000
Preferred Stock, Shares Issued	3,000	3,000
Preferred Stock, Shares Outstanding	3,000	3,000

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Details
Net revenues	$ 948,254	$ 154,369	$ 1,451,230	$ 349,071
Cost of revenue	730,186	128,885	949,170	414,154
Gross profit (loss)	218,068	25,484	502,060	(65,083)
Operating expenses:
Selling, general and administrative	847,888	307,069	1,551,790	906,739
Total operating expenses	847,888	307,069	1,551,790	906,739
Loss from operations	(629,820)	(281,585)	(1,049,730)	(971,822)
Other (income) expense:
Loss on extinguishment of debt	0	(30,069)	(172,500)	(30,069)
Unrealized gain (loss) on marketable securities	23,341	0	31,761	0
SBA PPP loan forgiveness	263,000	10,000	263,000	10,000
Interest expense	(23,055)	(13,560)	(53,723)	(38,055)
Interest income	2	2	9	17
Total other (income) expense	263,288	(33,627)	(68,547)	(58,107)
Net loss from continued operations	(366,532)	(315,212)	(981,183)	(1,029,929)
Gain (Loss) from discontinued operations, net of tax	0	(80,422)	0	(80,422)
Net loss	(366,532)	(395,634)	(981,183)	(1,110,351)
Preferred stock interest	(60,000)	(60,000)	(180,000)	(180,000)
Net loss after preferred stock interest	(426,532)	(455,634)	(1,161,183)	(1,290,351)
Net income attributable to non-controlling interest	(26,122)	0	(34,960)	0
Net loss available to common shareholders	$ (452,654)	$ (455,634)	$ (1,196,143)	$ (1,290,351)
Net loss per share, basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	137,047,395	102,808,921	130,315,311	100,814,828

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	AOCI Attributable to Parent	Total	Series A Preferred Stock	Series B Preferred Stock
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019	$ 99,679	$ 0	$ 34,031,326	$ (34,721,149)	$ 0	$ (83,473)	$ (673,613)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	99,679,709							500	3,000
Foreign currency translation	$ 0		0	0	0	(456)	(456)	$ 0	$ 0
Net loss	0		0	(318,331)		0	(318,331)	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2020	$ 99,679	0	34,031,326	(35,099,480)	0	(83,929)	(1,052,400)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Mar. 31, 2020	99,679,709							500	3,000
Preferred stock interest	$ 0		0	(60,000)		0	(60,000)	$ 0	$ 0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019	$ 99,679	0	34,031,326	(34,721,149)	0	(83,473)	(673,613)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	99,679,709							500	3,000
Preferred Stock Dividends and Other Adjustments							180,000
Proceeds from Warrant Exercises							0
Net loss							(1,110,351)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2020	$ 104,792	0	34,281,838	(36,011,500)	0	0	(1,624,866)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Sep. 30, 2020	104,792,209							500	3,000
Preferred stock interest							(180,000)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2020	$ 99,679	0	34,031,326	(35,099,480)	0	(83,929)	(1,052,400)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Mar. 31, 2020	99,679,709							500	3,000
Share-based Payment Arrangement, Noncash Expense	$ 250	0	4,607	0	0	0	4,857	$ 0	$ 0
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture	250,000
Preferred Stock Dividends and Other Adjustments	$ 0	0	0	(60,000)	0	0	(60,000)	0	0
Net loss	0	0	0	(396,386)	0	0	(396,386)	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2020	$ 99,929	0	34,035,933	(35,555,866)	0	0	(1,503,829)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Jun. 30, 2020	99,929,709							500	3,000
Preferred stock interest	$ 0	0	0	60,000	0	0	60,000	$ 0	$ 0
Share-based Payment Arrangement, Noncash Expense	$ 63		10,705	0	0	0	10,768	0	0
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture	62,500
Shares issued as payment of accounts payable and accrued interest	$ 4,800		235,200				240,000
Shares issued as payment of accounts payable and accrued interest, shares	4,800,000
Preferred Stock Dividends and Other Adjustments	$ 0		0	60,000	0	0	60,000	0	0
Net loss	0		0	(395,634)	0	0	(395,634)	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2020	$ 104,792	0	34,281,838	(36,011,500)	0	0	(1,624,866)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Sep. 30, 2020	104,792,209							500	3,000
Preferred stock interest	$ 0		0	(60,000)	0	0	(60,000)	$ 0	$ 0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020	$ 104,792	492,500	34,281,838	(36,384,202)	0	0	(1,505,068)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	104,792,209							500	3,000
Preferred Stock Dividends and Other Adjustments	$ 0	0	0	(60,000)	0	0	(60,000)	$ 0	$ 0
Stock Issued During Period, Value, New Issues	$ 12,150	(492,500)	490,350	0	0	0	10,000	0	0
Stock Issued During Period, Shares, New Issues	12,150,000
Shares Issued As Payment For Accrued Interest, Value	$ 1,750	0	155,750	0	0	0	157,500	0	0
Shares Issued As Payment For Accrued Interest, Shares	1,750,000
Non-controlling interest					1,410		1,410
Net loss	$ 0	0	0	(331,709)	(15,001)	0	(346,710)	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2021	$ 118,692	0	34,927,938	(36,775,911)	(13,591)	0	(1,742,867)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Mar. 31, 2021	118,692,209							500	3,000
Preferred stock interest	$ 0	0	0	60,000	0	0	60,000	$ 0	$ 0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020	$ 104,792	492,500	34,281,838	(36,384,202)	0	0	(1,505,068)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	104,792,209							500	3,000
Preferred Stock Dividends and Other Adjustments							180,000
Proceeds from Warrant Exercises							50,000
Non-controlling interest							1,410
Net loss							(981,183)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2021	$ 475,192	0	45,401,438	(37,580,345)	36,370	0	8,332,659	$ 1	$ 3
Shares, Outstanding, Ending Balance at Sep. 30, 2021	475,192,209							500	3,000
Preferred stock interest							(180,000)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2021	$ 118,692	0	34,927,938	(36,775,911)	(13,591)	0	(1,742,867)	$ 1	$ 3
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	118,692,209							500	3,000
Stock Issued During Period, Value, Other	$ 2,000	0	158,000	0	0		160,000	$ 0	$ 0
Stock Issued During Period, Shares, Other	2,000,000
Preferred Stock Dividends and Other Adjustments				(60,000)			(60,000)
Shares issued as exercise of warrant		50,000					50,000
Net loss				(291,780)	23,839		(267,941)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2021	$ 120,692	50,000	35,085,938	37,127,691	10,248	0	(1,860,809)	$ 1	$ 3
Shares, Outstanding, Ending Balance at Jun. 30, 2021	120,692,209							500	3,000
Preferred stock interest				60,000			60,000
Preferred Stock Dividends and Other Adjustments	$ 0	0	0	60,000		0	60,000	$ 0	$ 0
Stock Issued During Period, Value, New Issues	$ 354,000	0	10,266,000	0	0	0	10,620,000	0	0
Stock Issued During Period, Shares, New Issues	354,000,000
Proceeds from Warrant Exercises	$ 500	(50,000)	49,500	0	0	0	0	0	0
Shares issued as for exercise of warrant	500,000
Foreign currency translation						83,829	83,829
Net loss	$ 0	0	0	(392,654)	26,122	0	(366,532)	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2021	$ 475,192	0	45,401,438	(37,580,345)	$ 36,370	0	8,332,659	$ 1	$ 3
Shares, Outstanding, Ending Balance at Sep. 30, 2021	475,192,209							500	3,000
Preferred stock interest	$ 0	$ 0	$ 0	$ (60,000)		$ 0	$ (60,000)	$ 0	$ 0

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (366,532)	$ (346,710)	$ (395,634)	$ (318,331)	$ (981,183)	$ (1,110,351)
Gain (Loss) from discontinued operations						(80,422)
Net loss from continuing operations					(981,183)	(1,029,929)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					102,720	1,225
Share based compensation						15,625
SBA PPP loan forgiveness	(263,000)		(10,000)		(263,000)	(10,000)
Loss on extinguishment of debt					172,500	30,069
Amortization of deferred financing cost					4,437	4,405
Provision for doubtful accounts					0	20,000
Unrealized gain (loss) on marketable securities	(23,341)		0		(31,761)	0
Amortization of right of use asset					(17,530)	0
Non-controlling interest		1,410			1,410
Changes in operating assets and liabilities:
Accounts receivable					30,635	9,812
Inventory					312,819	(38,427)
Prepaid expenses and other current assets					8,000	(529)
Accounts payable and accrued expenses					517,496	644,606
Right of use liability					(35,668)	0
Deferred revenue					(76,027)	33,390
Net cash used in operating activities of continuing operations					(255,152)	(309,754)
Net cash used in operating activities of discontinued operations					0	(16,365)
Net cash used in operating activities					(255,152)	(326,119)
Cash flows from investing activities
Purchase of property and equipment					(5,710)	(6,633)
Cash acquired in acquisition of CNP operating, LLC.					60,590
Net cash provided by investing activities					54,880	(6,633)
Cash flows from financing activities
Proceeds from sale of common stock					10,000	0
Proceeds from promissory note					161,894	413,000
Proceeds from Warrant Exercises	0				50,000	0
Payment of notes payable					0	0
Payment of interest for preferred stock					0	(60,000)
Net cash provided by financing activities					221,894	353,000
Effect of exchange rate fluctuations on cash					0	(456)
Cash and Cash Equivalents, Period Increase (Decrease)					21,622	19,792
Cash and restricted cash, beginning of the period		$ 180,115		$ 107,727	180,115	107,727	$ 107,727
Cash and restricted cash, end of the period	$ 201,737		$ 127,519		201,737	127,519	$ 180,115
Supplemental disclosure of cash flow information:
Interest paid					0	0
Income taxes paid					0	0
Supplemental disclosure of non-cash investing and financing information:
Accrual of preferred stock interest					180,000	120,000
Issuance of common stock sold in previous year					492,500	0
Addition of Right of Use Asset					181,134	0
Investments received for services					92,175	0
Issuance of common stock for payment of accrued interest and Note extension					0	104,931
Issuance of common stock for payment of accounts payable and accrued expenses					0	105,000
Issuance common stock for acquisition of CNP Operating, LLC					$ 10,620,000	$ 0

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NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2021

Notes

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION

Organization

CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005. Effective October 22, 2019, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc.

On May 15, 2019, the Company entered into an asset purchase agreement or the Emerging Growth Agreement with Emerging Growth, LLC, or the Seller or Emerging Growth, pursuant to which the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 30,000,000 shares of the Company’s common stock, and 3,000 shares of Series B preferred stock with a total stated value of $3,000,000 which bears interest at 6% per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest.  The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on June 20, 2019.

The Company’s operations consist of the sponsored content and marketing business from the assets acquired pursuant to the Emerging Growth Agreement.

On January 22, 2021, the Company invested $35,000 in a new joint venture focused on sponsored content and marketing called East West Asset Management or East West. East West was formed as a Limited Liability Company in the State of Nevada on November 13, 2020. CFN owns 50% of the entity and one of its officers holds the title of Member Manager in East West. The Company has concluded that East West is a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s condensed consolidated financial statements.  

On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating, LLC, a Colorado limited liability company, or CNP Operating, and the owners of all of the equity interests of CNP Operating, or the Owners, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 354 million shares of the Company’s common stock. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. On August 25, 2021 the transaction was closed and CNP Operating became a wholly owned subsidiary of the Company.

CNP Operating is a leading cannabidiol, or CBD, manufacturer vertically integrated with a 360 degree approach to the processing of high quality CBD products designed for growers, pharmaceutical, wellness providers, and retailers needs. CNP Operating provide toll processing services which includes; extraction, distillation, remediation, isolation and chromatography. CNP Operating has a professional, organized and dedicated team with 30 years of combined experience. CNP Operating’s state of the art facility, ISO compliant, has 30,000 square feet filled with proprietary technology distillation equipment, in house lab testing, distribution warehouse and white labelling product formulation and design.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company had a working capital deficit of $4,792,851 and an accumulated deficit of $37,580,345 as of September 30, 2021.  The Company also had a net loss of $1,196,143 for the nine months ended September 30, 2021.

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the CNP Operating business and its existing business acquired under the Emerging Growth Agreement, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness CBD, products

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

COVID-19

The outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an unfavorable impact on our business operations.  Our main customer market suffered its worst decline, decreasing our revenue.  Mandatory closures of businesses imposed by the federal, state and local governments to control the spread of the virus disrupted the operations of our management, business and finance teams. In addition, the COVID-19 outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance.  We took steps to diversify our revenue model by creating our CBD ecommerce business which has higher margins during the second half of 2020 and to acquire CNP Operating in August 2021and to reduce our costs.  The extent to which COVID-19 will impact our business and our consolidated financial results further will depend on future developments which are highly uncertain and cannot be predicted at this time, but may result in a material adverse impact on our business, results of operations and financial condition.

Basis of Presentation and principles of consolidation

These unaudited condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2020 and 2019, which are included in the Company’s December 31, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 31, 2021.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the period ended September 30, 2021 are not necessarily indicative of results for the entire year ending December 31, 2021.

During the period, the Company concluded that East West is a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s condensed consolidated financial statements.  

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

Notes

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

Segment Reporting

The Company’s sponsored content and marketing business acquired from Emerging Growth in June 2019 has historically been its one reportable segment.  In late 2020, the Company launched an e-commerce network focused on the sale of general wellness CBD products.  As of September 30, 2021, sales of these products and the operating activities associated with the e-commerce business have not been significant.  However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant. The Company’s acquisition of CNP Operating in August 2021 results in an additional reporting segment that will be provided in future periods.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. At September 30, 2021, the Company had a restricted cash balance of $20,012 included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows.

Accounts Receivable

The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of September 30, 2021 and December 31, 2020 amounted to $249,284 and $183,750, respectively.

Inventory

The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching and for its CBD manufacturing business, CNP Operating.  The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and restricted cash accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

During the first quarter of 2021, the Company began offering customers of its East West Venture who purchase services the option to pay the contract price in securities issued by the Customer which could be a common stock, preferred stock or convertible debentures. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed.

Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.

The Company accounts for its CNP Operating revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in revenue. Costs incurred for shipping and handling are included in cost of revenue.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. The Company’s notes payable approximate their fair value due to the market rate of interest on the notes.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses for the three months ended September 30, 2021 and 2020 amounted to $12,333 and $32,445, respectively. Advertising expenses for the nine months ended September 30, 2021 and 2020 amounted to $45,677 and $101,760, respectively.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

For interim periods, the Company uses the effective income tax rate method resulting in zero income tax for the nine months ended September 30, 2021 and 2020.

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Investments

On December 24, 2020, the Company acquired a 9.8% interest in the outstanding stock of a privately held company for $200,000.  As the stock has no readily determinable fair values, the Company accounts for this stock received using the cost method, less adjustments for impairment.  At each reporting period, management reviews the status of the investment to determine if any indicators of impairment have occurred.

There were no impairment charges recorded related to investments during the six months ended September 30, 2021.

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2021, the Company had 3,160,000 outstanding stock options and 4,687,500 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As of September 30, 2020, the Company had 3,160,000 outstanding stock options and 5,256,944 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As a result, the basic and diluted earnings per share are the same for each of the periods presented.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Common stock awards

The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Equity (Deficit).

Leases

The Company adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) using the modified retrospective method. This accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet. Upon adoption, right-of-use (ROU) assets and lease liabilities for operating leases were recorded in the amount of $181,134 and $181,134, respectively

The Company elected the practical expedient method permitted under the transition guidance, which allows a carryforward of historical lease classification, the assessment on whether a contract was or contains a lease, and the initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.

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NOTE 3: PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2021

Notes

NOTE 3: PROPERTY AND EQUIPMENT

NOTE 3: PROPERTY AND EQUIPMENT

The Company’s property and equipment relating to continuing operations consisted of the following:

	September 30, 2021	December 31, 2020
Machinery & Equipment	$7,618,738	$12,546
Furniture, equipment and leasehold improvements	482,448	2,227
	8,101,186	14,773
Less: accumulated depreciation and amortization	(2,626,741)	(6,928)
	$5,474,445	$7,845

Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 amounted to $102,720 and $1,049, respectively. Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 amounted to $102,148 and $350, respectively.

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NOTE 4: MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2021

Notes

NOTE 4: MARKETABLE SECURITIES

NOTE 4: MARKETABLE SECURITIES

During the first quarter of 2021, the Company began offering customers of its East West Venture who purchase services the option to pay the contract price in securities issued by the Customer which could be a common stock, preferred stock or convertible debentures. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed. The shares received will be accounted for in accordance with ASC 320 – Investments – Debt and Equity Securities, as such the shares will be classified as available-for-sale securities and will be measured at each reporting period at fair value with the unrealized gain or (loss) as a component of other income (expense). Upon the sale of the shares, the Company will record the gain or (loss) in the consolidated statement of operations as a component of net income (loss).

	September 30, 2021	Common Stock
Balances at beginning of year	$ -	$ -
Additions	92,175	92,175
Sale of marketable securities	-	-
Change in fair value	31,761	31,761
Balances at period end	$ 123,936	$ 123,936

The Company accounts for its investments in equity securities in accordance with ASC 321-10 Investments - Equity Securities. The equity securities may be classified into two categories and accounted for as follows:

·Equity securities with a readily determinable fair value are reported at fair value, with unrealized gains and losses included in earnings. Any dividends received are recorded in interest income, the fair value of equity investments with fair values is primarily obtained from third-party pricing services. 

·Equity securities without a readily determinable fair value are reported at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer and their impact on fair value. Any dividends received are recorded in interest income. For equity investments without readily determinable fair values, when an orderly transaction for the identical or similar investment of the same issuer is identified, we use the valuation techniques permitted under ASC 820 Fair Value Measurement to evaluate the observed transaction(s) and adjust the fair value of the equity investment 

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NOTE 5: FAIR VALUE OF FINANCIAL INSRUMENTS

9 Months Ended

Sep. 30, 2021

Notes

NOTE 5: FAIR VALUE OF FINANCIAL INSRUMENTS

NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable and accrued expenses, approximate their respective fair values due to the short-term nature of such instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company considers marketable securities quoted on the NASDAQ, Canadian Stock Exchange and OTC Pink sheets and then discounts the value after considering Rule 144 restrictions and market liquidity to be fair valued with Level 1 inputs. The Company had the following financial assets of September 30, 2021:

	Balance as of September 30, 2021	Significant Unobservable Inputs (Level 1)	Significant Unobservable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Marketable Securities	$123,936	$123,936	$-	$-
Total Assets	$123,936	$123,936	$-	$-

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NOTE 6: NOTES PAYABLE

9 Months Ended

Sep. 30, 2021

Notes

NOTE 6: NOTES PAYABLE

NOTE 6: NOTES PAYABLE

On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30, 2022 to September 30, 2024. In connection with the extension, the Company issued 2,000,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2021.

In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The warrants were exercised on June 30, 2021 and the Company received $50,000.

The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date, which amounted to $4,427 and $4,425 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the net book value of the promissory note amounted to $494,498 including the principal amount outstanding of $500,000 net of the remaining discount of $5,502.

On May 6, 2020, the Company entered into a promissory note, or the Note, with Pacific Western Bank, evidencing an unsecured loan, or the Loan, in the amount of $263,000 made to the Company under the Paycheck Protection Program, or the PPP.

The interest rate on the Loan is 1.0% per annum. The Note matures on May 6, 2022. The Company has applied for full forgiveness of the amounts due under the Note and received forgiveness during the period ending September 30, 2021.

On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000 and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company.

On February 25, 2021, the Company entered into a secondary promissory note, or the Second PPP Note, with Pacific Western Bank, evidencing an unsecured loan, or the Second Loan, in the amount of $263,000 made to the Company under the PPP. Under the PPP, the proceeds of the Second Loan may be used to pay payroll and make certain covered interest payments, lease payments and utility payments, or the Qualifying Expenses. The Company intends to use the entire Second Loan amount for Qualifying Expenses under the PPP. Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the Company maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Second Loan in whole or in part.

The interest rate on the Second Loan is 1.0% per annum. The Second PPP Note matures on February 25, 2023. On September 1, 2022 and on the first day of each month thereafter until February 1, 2024, the Company must make monthly payments of $14,727 under the Second Loan that is not forgiven in accordance with the terms of the PPP and related accrued interest thereon. The Second PPP Note contains events of default and other conditions customary for a note of this type. As of June 30, 2021, the current portion of the Second Loan due within the next 12 months amounted to $0.  The Company plans to apply for full forgiveness of the Second PPP Note.

On October 28, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000. The outstanding balance of the note was $2,633,875 at September 30, 2021.

On September 30, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Eagle Six Consultants, Inc. (“Eagle”) whereby the Company borrowed $550,000 bearing interest at 16% per annum. The outstanding balance of the note was $300,000 at September 30, 2021.

On June 6, 2020, the Company’s subsidiary CNP Operating entered into a second promissory note payable with Eagle whereby the Company borrowed $300,000 bearing interest at 18% per annum. The outstanding balance of the note was $80,000 September 30, 2021.

On May 12, 2021 the Company’s subsidiary CNP Operating restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli portion of the entire obligations as an offset to member’s contribution.

On January 10, 2020 the Company’s subsidiary CNP Operating purchased a distillation machine for $248,000. The company paid $108,000 and entered into a promissory note with company owned by one of the partners.  The original value of the note was $140,000 and has no terms such as interest rate, maturity or monthly payments. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

On Nov 19, 2020 the Company’s subsidiary CNP Operating purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on Nov 19, 2025. Imputed interested was not material. The outstanding balance of the note was $49,331 at September 30, 2021.

The Company’s subsidiary CNP Operating also entered into a note payable during 2020 with the landlord for additional improvements to the facility in Centennial, Colorado.  The outstanding balance of this note was $11,708 at December 31, 2020 and $29,981 as of September 30, 2021 because additional improvements were completed during the period.

Future scheduled maturities of long-term debt are as follows.

		Year Ending December 31,
2021	(3 months)	$ 615,930
2022		1,985,529
2023		836,607
2024		534,179
2025		3,416
Thereafter		138,113
Total		$ 4,113,775

The aggregate current portion of long-term debt as of September 30, 2021 amounted to $2,043,555 which represents the contractual principal payments due during the twelve months following September 30, 2021.

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2021

Notes

NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Effective April 3, 2020, the Company granted 500,000 of restricted shares of its common stock to a consultant for services as an advisory board member, with 250,000 shares vesting immediately and the remainder vesting in four equal quarterly installments commencing on July 1, 2020. During 2020, the Company recorded $10,768 of share-based compensation expense. The arrangement was terminated on July 17, 2020, and the unvested portion of the restricted stock grant of 187,500 shares were forfeited.

Effective August 6, 2020, the Company and Emerging Growth reached an agreement whereby the Company issued 4.8 million shares of its common stock with a value of $240,000 to Emerging Growth as payment for outstanding liabilities due to Emerging Growth totaling $209,931.  The outstanding liabilities due to Emerging Growth included $104,931 in outstanding accrued interest on the Series B Preferred Stock through August 31, 2020, as well as $105,000 of outstanding payables.  The additional $30,069 was recorded as loss on extinguishment of debt during 2020.

Effective October 13, 2020, the Company and the holder of its $500,000 promissory note payable issued on September 10, 2019 (see Note 5) reached an agreement whereby the Company agreed to issue 1,650,000 shares of its common stock with a value of $82,500 to the noteholder as payment of $41,192 of accrued interest on the promissory note.  This resulted in a loss on extinguishment of debt of $41,308 in 2020.  The common shares were issued on January 2, 2021 and are reflected as common shares issuable as of December 31, 2020.

In December 2020, the Company received $410,000 in cash in respect of a sale of an aggregate total of 10,250,000 shares of its common stock for proceeds of $420,000.  The Company received the remaining $10,000 for the sale in January 2021 and the common shares were issued in January 2021.  The Company has reflected the $410,000 received in common shares issuable in the statement of shareholders equity.

In January 2021, the Company issued 12,150,000 shares of common stock, of which 11,900,000 were issuable on December 31, 2020 and 250,000 were sold in 2021 for $10,000.

In March 2021, the Company issued 1,750,000 shares of common stock in exchange for $105,000 of interest accrued to Emerging Growth as a result of holding the Series B Preferred stock. The fair value of the shares was $157,500 and the Company recognized a loss on extinguishment of debt in the amount of $52,500.

In May 2021, in connection with the maturity extension of the $500,000 promissory note (Note 4), the Company issued 2,000,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2021. The fair value of the shares was $160,000 and the Company recognized a loss on extinguishment of debt in the amount of $120,000.

In June 2021, the Company received $50,000 in cash in respect to an exercise of warrants by a Note holder. The Company has reflected the $50,000 received in common shares issuable in the statement of stockholder’s equity as the Company issued 500,000 shares of common stock on July 7, 2021.  

On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 354 million shares of Company common stock. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended.

Preferred Stock

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock.

On June 20, 2019, the Company issued to certain of its promissory noteholders an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock bears interest at 12% per annum, and is convertible into the Company’s common stock at the election of the holder at a conversion price per share to be mutually agreed between the Company and the holder in the future, and be redeemable at the Company’s option following the third year after issuance, without voting rights or a liquidation preference.

On June 20, 2019, the Company issued 3,000 shares of Series B Preferred Stock to Emerging Growth each with a stated value of $1,000 per share, as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth (see Note 4). The Series B Preferred Stock bears interest at 6% per annum and is convertible into the Company’s common stock at the election of Emerging Growth at a conversion price per share to be mutually agreed between the Company and Emerging Growth in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest.

For the nine months ended September 30, 2021 and 2020, the Company incurred $180,000 and $180,000, respectively, of dividends from the outstanding preferred stock.

Warrants

The following summarizes the Company’s warrant activity for the nine months ended September 30, 2021.

	Warrants	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life (Years)
Outstanding at December 31, 2020	5,256,944	$0.33	3.56
Forfeited	(69,444)	0.45
Exercised	(500,000)	0.10
Outstanding at September 30, 2021	4,687,500	$0.33	3.36
Vested and expected to vest
at September 30, 2021	4,687,500	$0.33	3.36
Exercisable at September 30, 2020	4,687,500	$0.33	3.36

As of September 30, 2021, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.

Options

The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan was 22,500,000 shares of Common Stock from either authorized but unissued shares or treasury shares.  The Plan expired on December 14, 2016.

The following summarizes the Company’s stock option activity for the nine months ended September 30, 2021.

	Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life Years)
Outstanding at December 31, 2020	3,160,000	$0.33	1.44
Granted/forfeited/cancelled	-
Outstanding at September 30, 2021	3,160,000	$0.33	.94
Vested and expected to vest

at September 30, 2021	3,160,000	$0.33	.94
Exercisable at September 30, 2021	3,160,000	$0.33	.94

As of September 30, 2021, all outstanding options were fully vested and there is no remaining unrecorded compensation expense.

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NOTE 8: COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

Notes

NOTE 8: COMMITMENTS AND CONTINGENCIES

NOTE 8: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

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NOTE 9: LEASES

9 Months Ended

Sep. 30, 2021

Notes

NOTE 9: LEASES

NOTE 9: LEASES

On June 20, 2019, the Company entered into a Lease Agreement with Emerging Growth for the lease of office space in Whitefish, Montana, for a period of one year at a rate of $1,500 per month. On August 5, 2020, the Company entered into a lease agreement with Emerging Growth for additional office space in Whitefish, Montana, replacing its previous lease from June 20, 2019. The term of the lease commenced on September 1, 2020 for a period of one year at a rate of $4,500 per month.  The lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase.  Management has elected a policy to exclude leases with an initial term of 12 months or less from the balance sheet presentation required under ASC 842. As a result, the office lease has been excluded from balance sheet presentation as it has an original term of 12 months or less.

On March 30, 2021, the Company entered into a new lease with Emerging Growth, which took the place of the old lease effective April 1, 2021. The lease provides for payments of $4,500 per month and has a term of three years and contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase.

On June 4, 2019, the Company’s subsidiary CNP Operating entered into a Lease Agreement with Blair Investments, LLC for the lease of office space in Centennial Colorado, for a period of 3 year at a rate of $10,521 per month. On September 26, 2019 this agreement was terminated and replaced with a new agreement starting October 1, 2019 and expiring on June 30, 2023.

On October 26, 2020 the Company’s subsidiary CNP Operating entered into an amendment to the previous agreement to extend the lease to June 30, 2024, adjust the monthly rent schedule, the landlord agreed to install additional HVAC equipment and the Company agreed to reimburse the landlord $40,000 over a 4-year period with a monthly payment amount of $835.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases maturing as of September 30:

	Operating Leases
2021	$ 59,021
2022	256,155
2023	262,727
2024	234,083
Thereafter	13,905
Total minimum lease payments including interest	825,890
Less: Amounts representing interest	(117,718)
Present value of minimum lease payments	708,172
Less:  Current portion of lease liabilities	(198,869)
Non-current portion of lease liabilities	$ 509,303
Cash payments on lease liabilities	$ 1,035,002
Weighted average remaining lease term	3.5 year
Weighted average discount rate	10%

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NOTE 10: ACQUISITION OF CNP OPERATING

9 Months Ended

Sep. 30, 2021

Notes

NOTE 10: ACQUISITION OF CNP OPERATING

NOTE 10: ACQUISITION OF CNP OPERATING

On August 25, 2021, the Company acquired CNP Operating for a purchase price consideration consisting of 354,000,000 shares of the Company’s common stock valued at $10,620,000.

Also, during 2019, CNP Operating acquired certain inventory from CSIS and a portion of that inventory became damaged or obsolete.  CNP Operating assumed the obligation for the debt with CBSG for $3,050,000 and CSIS and its sole member guaranteed the CBSG debt.  CSIS has agreed to fund the loan repayments at $138,625 per month for 24 months.  The original balance of the CBSG debt assumed by CNP Operating has been offset as a contribution receivable from CSIS and treated as an initial reduction in members’ equity.  As payments are made by CSIS on the CBSG debt the balance of those payments will be treated as members’ contributions. That balance was $3,050,000 at June 30, 2021 (unaudited), December 31, 2020 and 2019.

The purchase price allocation at fair value is below.  The business combination accounting is not yet complete and the amounts assigned to the net assets acquired are provisional.  Therefore, the final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the net assets acquired.

	August 25, 2021
	Unaudited
Assets
Current assets
Cash	$60,589
Accounts receivable, net	496,795
Inventory	532,349
Current portion of note receivable	133,000
Total current assets	1,222,733
Other assets
Right of Use Asset	549,902
Property and equipment, net of accumulated depreciation	5,563,610
Goodwill	9,261,591
Other Assets	16,573
Total other assets	15,391,676
Total assets	$16,614,409
Liabilities
Current liabilities
Accounts payable and accrued expenses	$1,829,418
Due to CSIS	298,760
Current portion of lease obligation	198,869
Current portion of notes payable	1,990,021
Total current liabilities	4,317,068
Lease obligation, less current portion	359,979
Long-term note payable, net of current portion and discounts	1,317,362
Total liabilities	1,677,341
Total Purchase Price Consideration	$10,620,000

The purchase price was 354,000,000 shares of common stock at $0.03 per share totaling $10,620,000.

The historical operations of CNP Operating were as follows:

	Six Months Ended June 30, 2021	Twelve months ended December 31, 2020
	Unaudited	Audited
Net revenues	$5,541,627	$6,183,469
Cost of revenue	3,546,763	5,772,804
Gross profit (loss)	1,976,864	410,665
Operating expenses:
Selling, general and administrative	2,159,390	3,829,785
Total operating expenses	2,159,390	3,829,785
Loss from operations	(182,526)	(3,419,120)
Total other expense	(28,730)	(222,376)
Net loss	$(211,256)	$(3,641,496)

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11. Subsequent Events

9 Months Ended

Sep. 30, 2021

Notes

11. Subsequent Events

11. Subsequent Events

On October 19, 2021, the Company borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of December 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on December 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Statement Reclassification (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Financial Statement Reclassification

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Segment Reporting (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Segment Reporting

Segment Reporting

The Company’s sponsored content and marketing business acquired from Emerging Growth in June 2019 has historically been its one reportable segment.  In late 2020, the Company launched an e-commerce network focused on the sale of general wellness CBD products.  As of September 30, 2021, sales of these products and the operating activities associated with the e-commerce business have not been significant.  However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant. The Company’s acquisition of CNP Operating in August 2021 results in an additional reporting segment that will be provided in future periods.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. At September 30, 2021, the Company had a restricted cash balance of $20,012 included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Accounts Receivable

Accounts Receivable

The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of September 30, 2021 and December 31, 2020 amounted to $249,284 and $183,750, respectively.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Inventory

Inventory

The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching and for its CBD manufacturing business, CNP Operating.  The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risks (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Concentration of Credit Risks

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and restricted cash accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

During the first quarter of 2021, the Company began offering customers of its East West Venture who purchase services the option to pay the contract price in securities issued by the Customer which could be a common stock, preferred stock or convertible debentures. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed.

Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.

The Company accounts for its CNP Operating revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Shipping and Handling Fees and Costs (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Shipping and Handling Fees and Costs

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in revenue. Costs incurred for shipping and handling are included in cost of revenue.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. The Company’s notes payable approximate their fair value due to the market rate of interest on the notes.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Advertising

Advertising

The Company expenses advertising costs as incurred. Advertising expenses for the three months ended September 30, 2021 and 2020 amounted to $12,333 and $32,445, respectively. Advertising expenses for the nine months ended September 30, 2021 and 2020 amounted to $45,677 and $101,760, respectively.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Income Taxes

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

For interim periods, the Company uses the effective income tax rate method resulting in zero income tax for the nine months ended September 30, 2021 and 2020.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Investments

Investments

On December 24, 2020, the Company acquired a 9.8% interest in the outstanding stock of a privately held company for $200,000.  As the stock has no readily determinable fair values, the Company accounts for this stock received using the cost method, less adjustments for impairment.  At each reporting period, management reviews the status of the investment to determine if any indicators of impairment have occurred.

There were no impairment charges recorded related to investments during the six months ended September 30, 2021.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Long-Lived Assets (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Long-Lived Assets

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings Per Share (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2021, the Company had 3,160,000 outstanding stock options and 4,687,500 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As of September 30, 2020, the Company had 3,160,000 outstanding stock options and 5,256,944 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.  As a result, the basic and diluted earnings per share are the same for each of the periods presented.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share-Based Payment (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Share-Based Payment

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Common stock awards (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Common stock awards

Common stock awards

The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Warrants (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Warrants

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Equity (Deficit).

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases (Policies)

9 Months Ended

Sep. 30, 2021

Policies

Leases

Leases

The Company adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) using the modified retrospective method. This accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet. Upon adoption, right-of-use (ROU) assets and lease liabilities for operating leases were recorded in the amount of $181,134 and $181,134, respectively

The Company elected the practical expedient method permitted under the transition guidance, which allows a carryforward of historical lease classification, the assessment on whether a contract was or contains a lease, and the initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.

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NOTE 3: PROPERTY AND EQUIPMENT: Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Property, Plant and Equipment

The Company’s property and equipment relating to continuing operations consisted of the following:

	September 30, 2021	December 31, 2020
Machinery & Equipment	$7,618,738	$12,546
Furniture, equipment and leasehold improvements	482,448	2,227
	8,101,186	14,773
Less: accumulated depreciation and amortization	(2,626,741)	(6,928)
	$5,474,445	$7,845

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NOTE 4: MARKETABLE SECURITIES: Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Marketable Securities

	September 30, 2021	Common Stock
Balances at beginning of year	$ -	$ -
Additions	92,175	92,175
Sale of marketable securities	-	-
Change in fair value	31,761	31,761
Balances at period end	$ 123,936	$ 123,936

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NOTE 5: FAIR VALUE OF FINANCIAL INSRUMENTS: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

	Balance as of September 30, 2021	Significant Unobservable Inputs (Level 1)	Significant Unobservable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Marketable Securities	$123,936	$123,936	$-	$-
Total Assets	$123,936	$123,936	$-	$-

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NOTE 6: NOTES PAYABLE: Schedule of Maturities of Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Schedule of Maturities of Long-term Debt

Future scheduled maturities of long-term debt are as follows.

		Year Ending December 31,
2021	(3 months)	$ 615,930
2022		1,985,529
2023		836,607
2024		534,179
2025		3,416
Thereafter		138,113
Total		$ 4,113,775

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT): Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

The following summarizes the Company’s warrant activity for the nine months ended September 30, 2021.

	Warrants	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life (Years)
Outstanding at December 31, 2020	5,256,944	$0.33	3.56
Forfeited	(69,444)	0.45
Exercised	(500,000)	0.10
Outstanding at September 30, 2021	4,687,500	$0.33	3.36
Vested and expected to vest
at September 30, 2021	4,687,500	$0.33	3.36
Exercisable at September 30, 2020	4,687,500	$0.33	3.36

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT): Share-based Payment Arrangement, Option, Activity (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Share-based Payment Arrangement, Option, Activity

The following summarizes the Company’s stock option activity for the nine months ended September 30, 2021.

	Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life Years)
Outstanding at December 31, 2020	3,160,000	$0.33	1.44
Granted/forfeited/cancelled	-
Outstanding at September 30, 2021	3,160,000	$0.33	.94
Vested and expected to vest

at September 30, 2021	3,160,000	$0.33	.94
Exercisable at September 30, 2021	3,160,000	$0.33	.94

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NOTE 9: LEASES: Schedule of Future Minimum Lease Payments, Operating Leases (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Schedule of Future Minimum Lease Payments, Operating Leases

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases maturing as of September 30:

	Operating Leases
2021	$ 59,021
2022	256,155
2023	262,727
2024	234,083
Thereafter	13,905
Total minimum lease payments including interest	825,890
Less: Amounts representing interest	(117,718)
Present value of minimum lease payments	708,172
Less:  Current portion of lease liabilities	(198,869)
Non-current portion of lease liabilities	$ 509,303
Cash payments on lease liabilities	$ 1,035,002
Weighted average remaining lease term	3.5 year
Weighted average discount rate	10%

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NOTE 10: ACQUISITION OF CNP OPERATING: Schedule of assets and liabilities assumed (Tables)

9 Months Ended

Sep. 30, 2021

Tables/Schedules

Schedule of assets and liabilities assumed

	August 25, 2021
	Unaudited
Assets
Current assets
Cash	$60,589
Accounts receivable, net	496,795
Inventory	532,349
Current portion of note receivable	133,000
Total current assets	1,222,733
Other assets
Right of Use Asset	549,902
Property and equipment, net of accumulated depreciation	5,563,610
Goodwill	9,261,591
Other Assets	16,573
Total other assets	15,391,676
Total assets	$16,614,409
Liabilities
Current liabilities
Accounts payable and accrued expenses	$1,829,418
Due to CSIS	298,760
Current portion of lease obligation	198,869
Current portion of notes payable	1,990,021
Total current liabilities	4,317,068
Lease obligation, less current portion	359,979
Long-term note payable, net of current portion and discounts	1,317,362
Total liabilities	1,677,341
Total Purchase Price Consideration	$10,620,000

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NOTE 10: ACQUISITION OF CNP OPERATING: Condensed Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

CNP Operating

Condensed Financial Statements

The historical operations of CNP Operating were as follows:

	Six Months Ended June 30, 2021	Twelve months ended December 31, 2020
	Unaudited	Audited
Net revenues	$5,541,627	$6,183,469
Cost of revenue	3,546,763	5,772,804
Gross profit (loss)	1,976,864	410,665
Operating expenses:
Selling, general and administrative	2,159,390	3,829,785
Total operating expenses	2,159,390	3,829,785
Loss from operations	(182,526)	(3,419,120)
Total other expense	(28,730)	(222,376)
Net loss	$(211,256)	$(3,641,496)

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NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($)			3 Months Ended		9 Months Ended
	Jun. 20, 2019	May 15, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Stock Issued During Period, Value, Acquisitions		$ 3,000,000
Working Capital Deficit			$ 4,792,851		$ 4,792,851
Accumulated deficit			37,580,345		37,580,345		$ 36,384,202
Net loss available to common shareholders			$ 452,654	$ 455,634	$ 1,196,143	$ 1,290,351
Series B Preferred Stock
Stock Issued During Period, Shares, Acquisitions		3,000
Common Stock
Stock Issued During Period, Shares, Acquisitions		30,000,000
Asset Purchased Agreement With Emerging Growth Llc
Payments to Acquire Businesses, Gross		$ 420,000
Stock Issued During Period, Shares, Acquisitions	3,000
Asset Purchased Agreement With Emerging Growth Llc | Series B Preferred Stock
Stock Issued During Period, Value, Acquisitions	$ 687,000

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Details
Restricted cash	$ 20,012	$ 20,000

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Details
Accounts Receivable, Allowance for Credit Loss	$ 249,284	$ 183,750

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risks (Details)	Sep. 30, 2021 USD ($)
Details
Cash, FDIC Insured Amount	$ 250,000

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Details
Advertising Expense	$ 12,333	$ 32,445	$ 45,677	$ 101,760

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 24, 2020
Details
Equity Method Investment, Ownership Percentage			9.80%
Investments, at cost	$ 200,000	$ 200,000	$ 200,000

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Earnings Per Share (Details) - shares	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Option
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,160,000	3,160,000
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,687,500	5,256,944

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NOTE 3: PROPERTY AND EQUIPMENT: Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment, Gross	$ 8,101,186	$ 14,773
Less: accumulated depreciation and amortization	(2,626,741)	(6,928)
Property, Plant and Equipment, Other, Net	5,474,445	7,845
Machinery and Equipment
Property, Plant and Equipment, Gross	7,618,738	12,546
Furniture and Fixtures
Property, Plant and Equipment, Gross	$ 482,448	$ 2,227

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NOTE 3: PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Details
Depreciation	$ 102,148	$ 350	$ 102,720	$ 1,049

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NOTE 4: MARKETABLE SECURITIES: Marketable Securities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Marketable Securities	$ 123,936	$ 0
Additions of Marketable Securities	92,175
Sale of marketable securities	0
Change in Fair Value of Marketable Securities	31,761
Common Stock
Marketable Securities	123,936	$ 0
Additions of Marketable Securities	92,175
Sale of marketable securities	0
Change in Fair Value of Marketable Securities	$ 31,761

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NOTE 5: FAIR VALUE OF FINANCIAL INSRUMENTS: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Marketable Securities	$ 123,936	$ 0
Fair Value, Inputs, Level 1
Marketable Securities	123,936
Fair Value, Inputs, Level 2
Marketable Securities	0
Fair Value, Inputs, Level 3
Marketable Securities	$ 0

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NOTE 6: NOTES PAYABLE (Details) - USD ($)											3 Months Ended	9 Months Ended
	Sep. 30, 2021	Feb. 25, 2021	Nov. 19, 2020	Jun. 24, 2020	Jun. 06, 2020	May 06, 2020	Jan. 10, 2020	Oct. 28, 2019	Sep. 30, 2019	Sep. 10, 2019	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Proceeds from Warrant Exercises											$ 0	$ 50,000	$ 0
Long-term Debt	$ 4,113,775										4,113,775	4,113,775
Property and equipment	5,474,445										5,474,445	5,474,445		$ 7,845
Payments to Acquire Property, Plant, and Equipment												5,710	6,633
Current portion of notes payable	2,043,555										2,043,555	2,043,555		188,249
Promissory Note Payable
Proceeds from Long-term Lines of Credit										$ 500,000
Debt Instrument, Interest Rate, Stated Percentage										8.00%
Debt Instrument, Unamortized Discount	5,502									$ 17,624	5,502	5,502
Amortization of Debt Discount (Premium)												4,427	$ 4,425
Long-term Debt	494,498										494,498	494,498
Long-term Debt, Gross	$ 500,000										500,000	500,000
Promissory Note Payable | Warrant in Connection with Promissory Note
Class of Warrant or Right, Number of Securities Called by Warrants or Rights										500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights										$ 0.10
Proceeds from Warrant Exercises												50,000
PPP
Proceeds from Loans		$ 263,000				$ 263,000
Debt Instrument, Interest Rate During Period						1.00%
Debt Instrument, Maturity Date						May 06, 2022
SBA
Proceeds from Loans				$ 150,000
Debt Instrument, Interest Rate During Period				3.75%
Debt Instrument, Periodic Payment				$ 731
Second PPP Note
Debt Instrument, Interest Rate During Period	1.00%
Debt Instrument, Maturity Date	Feb. 25, 2023
Debt Instrument, Periodic Payment	$ 14,727
Long-term Debt, Current Maturities	0										0	0
Promissory Note Payable 2
Long-term Debt	2,633,875										2,633,875	2,633,875
Proceeds from Loans								$ 3,050,000
Promissory Note Payable 3
Long-term Debt	300,000										300,000	300,000
Proceeds from Loans									$ 550,000
Debt Instrument, Interest Rate During Period									16.00%
Promissory Note Payable 4
Long-term Debt	80,000										80,000	80,000
Proceeds from Loans					$ 300,000
Debt Instrument, Interest Rate During Period					18.00%
Promissory Note Payable 5
Long-term Debt	49,331										49,331	49,331
Proceeds from Loans							$ 140,000
Property and equipment							248,000
Payments to Acquire Property, Plant, and Equipment							$ 108,000
Promissory Note Payable 6
Long-term Debt	49,331										49,331	49,331
Debt Instrument, Periodic Payment			$ 968
Property and equipment			$ 58,095
Promissory Note Payable 7
Long-term Debt	$ 29,981										$ 29,981	$ 29,981		$ 11,708

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NOTE 6: NOTES PAYABLE: Schedule of Maturities of Long-term Debt (Details)	Sep. 30, 2021 USD ($)
Details
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 615,930
Long-Term Debt, Maturity, Year Two	1,985,529
Long-Term Debt, Maturity, Year Three	836,607
Long-Term Debt, Maturity, Year Four	534,179
Long-Term Debt, Maturity, Year Five	3,416
Long-Term Debt, Maturity, after Year Five	138,113
Long-term Debt	$ 4,113,775

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($)						1 Months Ended					3 Months Ended	9 Months Ended		12 Months Ended
	Oct. 13, 2020	Aug. 06, 2020	Apr. 03, 2020	Jun. 20, 2019	May 15, 2019	Jun. 30, 2021	May 31, 2021	Mar. 31, 2021	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Extinguishment of Debt, Gain (Loss), Net of Tax												$ (172,500)	$ (30,069)
Proceeds from Warrant Exercises											$ 0	$ 50,000	0
Preferred Stock, Shares Authorized											2,000,000	2,000,000
Preferred Stock, Par or Stated Value Per Share											$ 0.001	$ 0.001
Stock Issued During Period, Value, Acquisitions					$ 3,000,000
Dividends, Paid-in-kind												$ 180,000	$ 180,000
Convert 2018 Promissory Note to Preferred Stock
Debt Conversion, Converted Instrument, Shares Issued				500
Debt Conversion, Original Debt, Amount				$ 500,000
Preferred Stock, Par or Stated Value Per Share				$ 1,000
Preferred Stock, Dividend Rate, Percentage				12.00%
Series A Preferred Stock
Proceeds from Warrant Exercises											$ 0
Preferred Stock, Shares Authorized										500	500	500		500
Preferred Stock, Par or Stated Value Per Share										$ 0.001	$ 0.001	$ 0.001		$ 0.001
Series B Preferred Stock
Proceeds from Warrant Exercises											$ 0
Preferred Stock, Shares Authorized										3,000	3,000	3,000		3,000
Preferred Stock, Par or Stated Value Per Share										$ 0.001	$ 0.001	$ 0.001		$ 0.001
Stock Issued During Period, Shares, Acquisitions					3,000
CNP Operating
Ownership interest percentage											100.00%	100.00%
Asset Purchased Agreement With Emerging Growth Llc
Stock Issued During Period, Shares, Acquisitions				3,000
Asset Purchased Agreement With Emerging Growth Llc | Series B Preferred Stock
Preferred Stock, Par or Stated Value Per Share				$ 1,000
Preferred Stock, Dividend Rate, Percentage				6.00%
Stock Issued During Period, Value, Acquisitions				$ 687,000
Stock Issuance 1
Proceeds from Issuance of Common Stock									$ 10,000	$ 410,000
Shares issued as for exercise of warrant										10,250,000
Stock Issuance 2
Proceeds from Issuance of Common Stock									$ 10,000
Shares issued as for exercise of warrant									12,150,000
Stock Issuance 3
Shares issued as for exercise of warrant								1,750,000
Stock Issuance 4
Shares issued as for exercise of warrant							2,000,000
Stock Issuance 5
Shares issued as for exercise of warrant						500,000
Proceeds from Warrant Exercises						$ 50,000
Consultant
Stock Issued During Period, Shares, Issued for Services			500,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			250,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period			187,500
Emerging Growth
Debt Conversion, Converted Instrument, Shares Issued		4,800,000
Debt Conversion, Original Debt, Amount		$ 240,000
Due to Related Parties		209,931
Extinguishment of Debt, Gain (Loss), Net of Tax														$ 30,069
Emerging Growth | Accrued Interest
Due to Related Parties		104,931
Emerging Growth | Payables
Due to Related Parties		$ 105,000
Holder
Debt Conversion, Converted Instrument, Shares Issued	1,650,000
Debt Conversion, Original Debt, Amount	$ 82,500
Extinguishment of Debt, Gain (Loss), Net of Tax														$ 41,308
Debt Instrument, Face Amount	500,000
Holder | Accrued Interest
Debt Conversion, Original Debt, Amount	$ 41,192

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT): Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	3,160,000	3,160,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 0.33	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	3,160,000	3,160,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.33	$ 0.33
Warrant
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	4,687,500	4,687,500	5,256,944
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 0.33	$ 0.33	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		(69,444)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price		$ 0.45
Warrants exercised (in shares)		(500,000)
Warrants exercised, weighted average price per share (in dollars per share)		$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	4,687,500	4,687,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 0.33	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	4,687,500	4,687,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.33	$ 0.33

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NOTE 7: STOCKHOLDERS' EQUITY (DEFICIT): Share-based Payment Arrangement, Option, Activity (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,160,000	3,160,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.33	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	3,160,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 0.33
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	3,160,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.33

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NOTE 9: LEASES (Details) - USD ($)	Sep. 30, 2021	Sep. 01, 2020	Jun. 20, 2019
Office Space In Whitefish Montana
Operating Lease Monthly Rent	$ 4,500	$ 4,500	$ 1,500
Office Space in Centennial, CO
Operating Lease Monthly Rent	10,521
Office Space in Centennial, CO - HVAC Installation
Operating Lease Monthly Rent	$ 835

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NOTE 9: LEASES: Schedule of Future Minimum Lease Payments, Operating Leases (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Details
Operating Leases, Future Minimum Payments, Next Rolling Twelve Months	$ 59,021
Operating Leases, Future Minimum Payments, Due in Rolling Year Two	256,155
Operating Leases, Future Minimum Payments, Due in Rolling Year Three	262,727
Operating Leases, Future Minimum Payments, Due in Rolling Year Four	234,083
Operating Leases, Future Minimum Payments, Due Thereafter	13,905
Operating Leases, Future Minimum Payments Due	825,890
Amounts representing interest	(117,718)
Present value of minimum lease payments	708,172
Operating Lease, Liability, Current	(198,869)
Operating Lease, Liability, Noncurrent	509,303
Operating Lease, Payments	$ 1,035,002
Operating Lease, Weighted Average Remaining Lease Term	3 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent	10.00%

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NOTE 10: ACQUISITION OF CNP OPERATING (Details) - USD ($)		3 Months Ended
	Oct. 28, 2019	Sep. 30, 2021	Mar. 31, 2021	Aug. 25, 2021
Promissory Note Payable 2
Proceeds from Loans	$ 3,050,000
Merger
Total Purchase Price Consideration				$ 10,620,000
Common Stock
Stock Issued During Period, Shares, New Issues		354,000,000	12,150,000

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NOTE 10: ACQUISITION OF CNP OPERATING: Schedule of assets and liabilities assumed (Details) - USD ($)	Sep. 30, 2021	Aug. 25, 2021	Dec. 31, 2020
Other assets
Right of Use Asset	$ 748,566		$ 0
Goodwill	$ 9,261,591		$ 0
CNP Operating
Current assets
Cash		$ 60,589
Accounts receivable, net		496,795
Inventory		532,349
Current portion of note receivable		133,000
Total current assets		1,222,733
Other assets
Right of Use Asset		549,902
Property and equipment, net of accumulated depreciation		5,563,610
Goodwill		9,261,591
Other Assets		16,573
Total other assets		15,391,676
Total assets		16,614,409
Current liabilities
Accounts payable and accrued expenses		1,829,418
Due to CSIS		298,760
Current portion of lease obligation		198,869
Current portion of notes payable		1,990,021
Total current liabilities		4,317,068
Lease obligation, less current portion		359,979
Long-term note payable, net of current portion and discounts		1,317,362
Total liabilities		1,677,341
Total Purchase Price Consideration		$ 10,620,000

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NOTE 10: ACQUISITION OF CNP OPERATING: Condensed Financial Statements (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Net revenues	$ 948,254	$ 154,369		$ 1,451,230	$ 349,071
Cost of revenue	730,186	128,885		949,170	414,154
Gross profit (loss)	218,068	25,484		502,060	(65,083)
Operating expenses:
Selling, general and administrative	847,888	307,069		1,551,790	906,739
Total operating expenses	847,888	307,069		1,551,790	906,739
Loss from operations	$ (629,820)	$ (281,585)		$ (1,049,730)	$ (971,822)
CNP Operating
Net revenues			$ 5,541,627			$ 6,183,469
Cost of revenue			3,546,763			5,772,804
Gross profit (loss)			1,976,864			410,665
Operating expenses:
Selling, general and administrative			2,159,390			3,829,785
Total operating expenses			2,159,390			3,829,785
Loss from operations			(182,526)			(3,419,120)
Total other expense			(28,730)			(222,376)
Net loss			$ (211,256)			$ (3,641,496)

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11. Subsequent Events (Details) - Promissory Note Payable 8	Oct. 19, 2021 USD ($)
Proceeds from Loans	$ 250,000
Debt Instrument, Interest Rate During Period	12.00%