GrowLife (PHOT) 10-Q 14 Aug 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 14, 2020
Holder [Member]
Entity Registrant Name	GrowLife, Inc.
Entity Central Index Key	0001161582
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,313,718
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50385
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 524,098	$ 40,834
Accounts receivable - trade, net of allowance for doubtful accounts of $5,690 as of 6/30/2020 and 12/31/2019	277,393	101,806
Inventory, net	678,219	600,674
Deposits	18,995	18,995
Total current assets	1,498,705	762,309
PROPERTY AND EQUIPMENT, NET	147,906	166,482
INTANGIBLE ASSETS, NET	1,466,576	1,802,434
GOODWILL	781,749	781,749
OPERATING LEASE RIGHT OF USE ASSET	460,644	537,522
TOTAL ASSETS	4,355,580	4,050,496
CURRENT LIABILITIES:
Accounts payable - trade	1,101,032	1,157,090
Accrued expenses	223,259	259,093
Accrued expenses - related parties	97,421	31,485
Derivative liability	1,459,357	1,300,915
Convertible notes payable	3,051,353	2,884,279
Notes payable - related parties	670,716	104,144
Acquisition of EZ-CLONE Enterprises, Inc. payable in cash	1,026,000	1,026,000
Current portion of operating lease right of use liability	140,772	140,772
Total current liabilities	7,769,910	6,903,778
LONG TERM LIABILITIES:
Deferred tax liability	411,425	470,200
Notes payable	300,170	0
Long term acquisition of EZ-CLONE Enterprises, Inc. payable in common stock	1,000,000	900,000
Non-current portion of operating lease right of use liability	340,348	410,734
Total long term liabilities	2,051,943	1,780,934
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' DEFICIT
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock - $0.0001 par value, 120,000,000 shares authorized, 33,313,718 and 28,677.147 shares issued and outstanding at 6/30/2020 and 12/31/2019, respectively	386,734	386,269
Additional paid in capital	144,512,723	143,441,047
Accumulated deficit	(150,365,730)	(148,461,532)
Total stockholders' deficit	(5,466,273)	(4,634,216)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 4,355,580	$ 4,050,496

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts		$ 5,690
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0
Preferred Stock, Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Authorized	120,000,000	120,000,000
Common Stock, Issued	33,313,718	28,677,147
Common Stock, Outstanding	33,313,718	28,677,147

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
NET REVENUE	$ 1,849,837	$ 2,200,733	$ 3,511,637	$ 4,445,012
COST OF GOODS SOLD	1,122,006	1,524,960	2,130,361	2,998,331
GROSS PROFIT	727,831	675,773	1,381,276	1,446,681
GENERAL AND ADMINISTRATIVE EXPENSES	1,134,407	2,052,769	2,492,248	4,182,725
OPERATING LOSS	(406,576)	(1,376,996)	(1,110,972)	(2,736,044)
OTHER INCOME (EXPENSE):
Change in fair value of derivative	119,698	21,457	(158,442)	508,730
Interest expense, net	(160,246)	(107,303)	(441,247)	(227,343)
Loss on debt conversions	(222,174)	(228,099)	(252,312)	(1,574,609)
Total other expense, net	(262,722)	(313,945)	(852,001)	(1,293,222)
LOSS BEFORE INCOME TAXES	(669,298)	(1,690,941)	(1,962,973)	(4,029,266)
Income taxes - current benefit	58,775	0	58,775	0
NET LOSS	(610,523)	(1,690,941)	(1,904,198)	(4,029,266)
Net loss attributable to noncontrolling interest in EZ-CLONE Enterprises, Inc.	0	(18,809)	0	6,719
NET LOSS ATTRIBUTABLE TO GROWLIFE, INC. AND SUBSIDIARIES	$ (610,523)	$ (1,709,750)	$ (1,904,198)	$ (4,022,547)
Basic and diluted loss per share	$ (0.02)	$ (0.07)	$ (0.06)	$ (0.16)
Weighted average shares of common stock outstanding- basic and diluted	30,489,902	24,260,613	30,271,487	24,778,198

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Begining balance, shares at Dec. 31, 2018	22,917,327
Begining balance, amount at Dec. 31, 2018	$ 343,749	$ 139,331,067	$ (141,176,087)	$ (1,501,271)
Stock based compensation for stock options		16,016		16,016
Stock based compensation for warrants		24,000		24,000
Shares issued for services rendered, shares	139,441
Shares issued for services rendered, amount	$ 2,092	163,308		165,400
Shares issued for convertible note and interest conversion, shares	561,041
Shares issued for convertible note and interest conversion, amount	$ 8,416	726,731		735,147
Shares issued for purchase of warrant, shares	833,333
Shares issued for purchase of warrant, amount	$ 12,500	987,500		1,000,000
Noncontrolling interest in EZ-CLONE Enterprises, Inc.			(25,528)	(25,528)
Net loss			(2,338,325)	(2,338,325)
Ending balance, shares at Mar. 31, 2019	24,451,143
Ending balance, amount at Mar. 31, 2019	$ 366,757	141,248,622	(143,539,940)	(1,924,561)
Begining balance, shares at Dec. 31, 2018	22,917,327
Begining balance, amount at Dec. 31, 2018	$ 343,749	139,331,067	(141,176,087)	(1,501,271)
Noncontrolling interest in EZ-CLONE Enterprises, Inc.				6,719
Net loss				(4,029,266)
Ending balance, shares at Jun. 30, 2019	25,064,781
Ending balance, amount at Jun. 30, 2019	$ 375,960	141,886,782	(145,198,634)	(2,935,892)
Begining balance, shares at Dec. 31, 2018	22,917,327
Begining balance, amount at Dec. 31, 2018	$ 343,749	139,331,067	(141,176,087)	(1,501,271)
Ending balance, shares at Dec. 31, 2019	28,677,147
Ending balance, amount at Dec. 31, 2019	$ 386,269	143,441,047	(148,461,532)	(4,634,216)
Begining balance, shares at Mar. 31, 2019	24,451,143
Begining balance, amount at Mar. 31, 2019	$ 366,757	141,248,622	(143,539,940)	(1,924,561)
Stock based compensation for stock options		16,231		16,231
Stock based compensation for warrants		24,000		24,000
Shares issued for services rendered, shares	8,448
Shares issued for services rendered, amount	$ 126	8,908		9,034
Shares issued for convertible note and interest conversion, shares	579,078
Shares issued for convertible note and interest conversion, amount	$ 8,685	589,413		598,098
Warrant exercise, shares	26,111
Warrant exercise, amount	$ 392	(392)
Noncontrolling interest in EZ-CLONE Enterprises, Inc.			32,247	(18,809)
Net loss			(1,690,941)	(1,690,941)
Ending balance, shares at Jun. 30, 2019	25,064,781
Ending balance, amount at Jun. 30, 2019	$ 375,960	141,886,782	(145,198,634)	(2,935,892)
Begining balance, shares at Dec. 31, 2019	28,677,147
Begining balance, amount at Dec. 31, 2019	$ 386,269	143,441,047	(148,461,532)	(4,634,216)
Stock based compensation for stock options		13,439		13,439
Stock based compensation for warrants		24,000		24,000
Shares issued for convertible note and interest conversion, shares	605,294
Shares issued for convertible note and interest conversion, amount	$ 61	149,510		149,571
Warrant exercise, shares	146
Warrant exercise, amount		460		460
Fractional shares issued related to reverse stock split	15
Net loss			(1,293,675)	(1,293,675)
Ending balance, shares at Mar. 31, 2020	29,282,602
Ending balance, amount at Mar. 31, 2020	$ 386,330	143,628,456	(149,755,207)	(5,740,421)
Begining balance, shares at Dec. 31, 2019	28,677,147
Begining balance, amount at Dec. 31, 2019	$ 386,269	143,441,047	(148,461,532)	(4,634,216)
Noncontrolling interest in EZ-CLONE Enterprises, Inc.				0
Net loss				(1,904,198)
Ending balance, shares at Jun. 30, 2020	33,313,718
Ending balance, amount at Jun. 30, 2020	$ 386,734	144,512,724	(150,365,730)	(5,466,273)
Begining balance, shares at Mar. 31, 2020	29,282,602
Begining balance, amount at Mar. 31, 2020	$ 386,330	143,628,456	(149,755,207)	(5,740,421)
Stock based compensation for stock options		13,439		13,439
Stock based compensation for warrants		24,000		24,000
Shares issued for services rendered, shares	40,000
Shares issued for services rendered, amount	$ 4	11,797		11,801
Shares issued for convertible note and interest conversion, shares	3,991,108
Shares issued for convertible note and interest conversion, amount	$ 400	835,007		835,407
Warrant exercise, shares	8
Warrant exercise, amount		25		25
Noncontrolling interest in EZ-CLONE Enterprises, Inc.				0
Net loss			(610,523)	(610,523)
Ending balance, shares at Jun. 30, 2020	33,313,718
Ending balance, amount at Jun. 30, 2020	$ 386,734	$ 144,512,724	$ (150,365,730)	$ (5,466,273)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (610,523)	$ (1,709,750)		$ (1,904,198)	$ (4,022,547)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation				18,576	84,678
Amortization of intangible assets				335,858	570,514
Stock based compensation				74,878	80,247
Common stock issued for services				11,801	174,362
Non cash interest and amortization of debt discount				438,899	126,898
Change in fair value of derivative liability				158,442	(508,730)
Loss on debt conversions				252,312	1,574,609
Noncontrolling interest in EZ-CLONE Enterprises, Inc.	0	(18,809)	$ (25,528)	0	6,719
Changes in operating assets and liabilities:
Accounts receivable				(175,587)	(281,171)
Inventory				(77,545)	(150,030)
Prepaids costs				0	(14,565)
Deposits				0	(6,500)
Right of use, net				6,492	3,879
Accounts payable				(17,059)	375,830
Accrued expenses				30,102	(22,052)
Deferred revenue				0	(89,504)
Change in deferred taxes				(58,775)	0
CASH (USED IN) OPERATING ACTIVITIES				(905,804)	(2,097,363)	$ 2,909,811	$ 3,854,505
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in purchased assets				0	(5,319)
NET CASH (USED IN) INVESTING ACTIVITIES				0	(5,319)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible notes payable				(167,846)	(590,909)
Proceeds from notes payable				1,556,429	490,000
Repayment on capital lease				0	(4,754)
Proceeds from the issuance of common stock				485	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES				1,389,068	(105,663)
NET INCREASE (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS				483,264	(2,208,345)
CASH AND CASH EQUIVALENTS, beginning of period			$ 2,334,377	40,834	2,334,377	2,334,377
CASH AND CASH EQUIVALENTS, end of period	$ 524,098	$ 126,032		524,098	126,032	$ 40,834	$ 2,334,377
Non-cash investing and financing activities:
Shares issued for convertible note and interest conversion				626,674	368,000
Shares issued for purchase of warrant				$ 0	$ 1,000,000

1. DESCRIPTION OF BUSINESS AND

1. DESCRIPTION OF BUSINESS AND ORGANIZATION	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND ORGANIZATION	GrowLife, Inc. (“GrowLife” or the “Company”) is incorporated under the laws of the State of Delaware and is headquartered in Kirkland, Washington. The Company was founded in 2012 with the Closing of the Agreement and Plan of Merger with SGT Merger Corporation. On June 7, 2013, GrowLife Hydroponics completed the purchase of Rocky Mountain Hydroponics, LLC, a Colorado limited liability company (“RMC”), and Evergreen Garden Center, LLC, a Maine limited liability company (“EGC”). The effective date of the purchase was June 7, 2013. This is our commercial business. The Company has primarily sold through its wholly owned subsidiary, GrowLife Hydroponics, Inc. GrowLife companies distribute and sell over products through its e-commerce distribution channel, GrowLifeEco.com, and through its direct sales force. GrowLife and its business units are organized and directed to operate strictly in accordance with all applicable state and federal laws. On October 15, 2018, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation (the “Agreement”). EZ-CLONE is the manufacturer of multiple award-winning products specifically designed for the commercial cloning and propagation stage of indoor plant cultivation including cannabis, food, and other hydroponic farming. The Company is primarily focused on the sale of the The total purchase price was $4 million of which $1,500,000 is payable in cash and $2.5 million payable in stock. At closing, we paid 51% of this amount totaling $2,040,000 via a (i) a cash payment of $645,000; and (ii) the issuance of 715,385 restricted shares of our common stock valued $1,395,000. The Agreement called for the Company, upon delivery of the remaining 49% of EZ Clone stock, to acquire such stock within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of Company’s common stock at a value of $1,105,000. On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not finalize the settlement of the remaining 49% of stock of EZ-CLONE by the July 2020 deadline and is in discussions with the 24.5% shareholder. As of June 30, 2020, the Company has recorded a liability of $2,026,000 for acquisition payable of which a $1,000,000 is payable in stock and $1,026,000 is payable in cash. As of March 4, 2019, the Company began to trade on the Pink Sheet stocks system. ommenced trading on the OTCQB Market ("OTCQB") after successfully up-listing from the OTC Pink Market. On October 9, 2019, the Company approved the reduction of authorized capital stock, whereby the total number of the Company’s authorized common stock decreased from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares. On November 20, 2019, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result of the reduction, the Company an aggregate 130,000,000 authorized shares consisting of: (i) 120,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. The reverse stock split of 1 for 150 was effective at the open of business on November 27, 2019 whereupon the shares of common stock began trading on a split-adjusted basis. The Company’s CUSIP number for the Company’s common stock changed to 39985X203. All warrant, option, share and per share information in this Form 10-Q gives retroactive effect to the 1-for-150 reverse split with all numbers rounded up to the nearest whole share.

2. GOING CONCERN

2. GOING CONCERN	6 Months Ended
	Jun. 30, 2020
RMH/EGC acquisition
GOING CONCERN	The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net losses of $1,904,198 and $7,374,383 and $11,473,136 for the six months ended June 30, 2020 and the years ended December 31, 2019 and 2018, respectively. Net cash used in operating activities was $905,804, $2,909,811 and $3,854,505 for the six months ended June 30, 2020 and the years ended December 31, 2019 and 2018, respectively. The Company anticipates that it will record losses from operations for the foreseeable future. As of June 30, 2020, the Company’s accumulated deficit was $150,365,730. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about our ability to continue as a going concern. The audit report prepared by the Company’s independent registered public accounting firm relating to our consolidated financial statements for the year ended December 31, 2019 includes an explanatory paragraph expressing the substantial doubt about the Company’s ability to continue as a going concern. The Company believes that its cash on hand will be sufficient to fund our operations only until September 30, 2020. The Company needs additional financing to implement our business plan and to service our ongoing operations and pay our current debts. There can be no assurance that we will be able to secure any needed funding, or that if such funding is available, the terms or conditions would be acceptable to us. If we are unable to obtain additional financing when it is needed, we will need to restructure our operations, and divest all or a portion of our business. We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, and could increase our expenses and require that our assets secure such debt. Equity financing, if obtained, could result in dilution to the Company’s then-existing stockholders and/or require such stockholders to waive certain rights and preferences. If such financing is not available on satisfactory terms, or is not available at all, the Company may be required to delay, scale back, eliminate the development of business opportunities or file for bankruptcy and our operations and financial condition may be materially adversely affected.

3. SIGNIFICANT ACCOUNTING POLIC

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	Basis of Presentation - Principles of Consolidation Cash and Cash Equivalents Accounts Receivable and Revenue – Sales Returns - Inventories - Property and Equipment Long Lived Assets Intangible Assets Goodwill – Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of June 30, 2020 and December 31, 2019 are based upon the short-term nature of the assets and liabilities. Derivative Financial Instruments – Stock Based Compensation Convertible Securities Net Loss Per Share - As of June 30, 2020, there are also (i) stock option grants outstanding for the purchase of 513,333 common shares at an $1.494 average exercise price; and (ii) warrants for the purchase of 2,418,680 shares of common shares at a $3.465 average exercise price. In addition, we have an unknown number of common shares to be issued under the Crossover and 12% convertible promissory note financing agreements in the case of default. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity. As of June 30, 2019, there are also (i) stock option grants outstanding for the purchase of 550,000 common shares at a $1.491 average exercise price; (ii) warrants for the purchase of 2,418,680 common shares at a $3.465 average exercise price; and (iii) 770,002 shares related to convertible debt that can be converted at $0.38 per share. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity. Dividend Policy Use of Estimates - Recent Accounting Pronouncements A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

4. BUSINESS COMBINATIONS, ACQUI

4. BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND OTHER TRANSACTION	6 Months Ended
	Jun. 30, 2020
Business Combinations [Abstract]
BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND OTHER TRANSACTION	Acquisition of EZ-CLONE Enterprises, Inc. On October 15, 2018, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation (the “Agreement”). EZ-CLONE is the manufacturer of multiple award-winning products specifically designed for the commercial cloning and propagation stage of indoor plant cultivation including cannabis, food, and other hydroponic farming. The Company is primarily focused on the sale of the This acquisition is expected to accelerate the Company’s revenue growth, increase the Company gross margins and add additional manufacturing and research and development personnel. The total purchase price was $4 million of which $1,500,000 is payable in cash and $2.5 million payable in stock. At closing, we paid 51% of this amount totaling $2,040,000 via a (i) a cash payment of $645,000; and (ii) the issuance of 715,385 restricted shares of our common stock valued $1,395,000. The Agreement called for the Company, upon delivery of the remaining 49% of EZ Clone stock, to acquire such stock within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of Company’s common stock at a value of $1,105,000. On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not finalize the settlement of the remaining 49% of stock of EZ-CLONE by the July 2020 deadline and is in discussions with the 24.5% shareholder. As of June 30, 2020, the Company has recorded a liability of $2,026,000 for acquisition payable of which a $1,000,000 is payable in stock and $1,026,000 is payable in cash. The Company accounted for the acquisition in accordance with ASC 805, “Business Combinations”. ASC 805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. For accounting purposes, from the October 15, 2018 acquisition date and through September 30, 2019, the Company has consolidated EZ Clone given their control and have treated its ability to acquire the remaining 49% interest in EZ Clone as a de facto option to buy and has thus categorized it as non-controlling until November 5, 2019 when the amended purchase agreement obligates the Company to purchase the remaining 49%. Effective in the quarter beginning October 1, 2019, the Company for accounting purposes, considers EZ Clone to be 100% owned and thus eliminated the non-controlling interest and recorded an acquisition payable related to the balance owed. As of December 31, 2019, the Company has an acquisition payable totaling $1,926,000, of which $1,026,000 is current and $900,000 is categorized as long term since stock is expected to be issued to settle this and will not utilize current assets. The total liability consists of the discounted value of the future payments of $1,960,000 and the $171,000 extension fee payable. The Company will accrete the difference between the carrying value of the acquisition payable and the contractual obligations as interest expense through July 2020 when payment is due. The Company recorded the $171,000 as a financing fee and expensed it as interest expense in 2019. During the fourth quarter of 2019, the Company recorded a noncash financing charge as interest expense totaling approximately $410,000 to recognize the acquisition payable and to eliminate the non-controlling interest. As of the acquisition date in October 2018, the Company recognized approximately $3.4 million of intangible assets and began amortizing them over 3 years. In the fourth quarter of 2019, the Company completed its evaluation of assets acquired and finalized its asset valuation. The finalized valuation resulted in lower intangible assets from the original assessment, allocating some of the intangible to Goodwill and determined that the life of definite life intangibles to be 5 years (See Note 7). The Company adjusted the cost basis and accumulated amortization, reducing both, but did not change 2019 amortization expense that had been recorded through September 30, 2019 which was in excess of $800,000.The change in the purchase accounting also resulted in the recording of a deferred tax liability and the lowering of non-controlling interest by $587,750 and such reclassification was made to the December 31, 2018 balance sheet. During the six months ended June 30, 2020, the Company recorded a tax benefit of $58,885 related to book versus tax basis difference from the purchase accounting. The summary of assets acquired and liabilities assumed is based upon the Company final evaluation done in the fourth quarter of 2019 and is detailed below. Intangible assets $ 2,351,000 Goodwill 781,749 Net working capital 551,000 Propety and equipment 318,000 Deferred tax liability (587,750 ) $ 3,413,999 The fair value of the intangible assets associated with the assets acquired was $2,351,000 estimated by using a discounted cash flow approach based on future economic benefits. In summary, the estimate was based on a projected income approach and related discounted cash flows over five years, with applicable risk factors assigned to assumptions in the forecasted results.

5. INVENTORY

5. INVENTORY	6 Months Ended
	Jun. 30, 2020
Inventory Disclosure [Abstract]
INVENTORY	Inventory as of June 30, 2020 and December 31, 2019 consisted of the following: June 30, December 31, 2020 2019 Raw materials $ 467,941 $ 329,482 Work in process 50,523 49,253 Finished goods 11,164 92,703 Inventory deposits 148,591 129,236 Total $ 678,219 $ 600,674 Raw materials consist of supplies for product lines at EZ-CLONE. Finished goods inventory relates to product lines EZ- CLONE.

6. PROPERTY AND EQUIPMENT

6. PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment as of June 30, 2020 and December 31, 2019 consists of the following: June 30, December 31, 2020 2019 Machinery, equipment and tooling $ 356,867 $ 356,867 Computer equipment 16,675 16,675 Leasehold improvements 14,702 14,702 Total property and equipment 388,244 388,244 Less accumulated depreciation and amortization (240,338 ) (221,763 ) Net property and equipment $ 147,906 $ 166,482 Total depreciation expense was $18,576 and $50,857 for the six months ended June 30, 2020 and 2019, respectively. All equipment is used for manufacturing, selling, general and administrative purposes and accordingly all depreciation is classified in cost of goods sold, selling, general and administrative expenses.

7. INTANGIBLE ASSETS

7. INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2020
Finite-Lived Intangible Assets, Net [Abstract]
INTANGIBLE ASSETS	Intangible assets as of June 30, 2020 and December 31, 2019 consisted of the following: Estimated Useful Lives June 30, 2020 December 31, 2019 Customer Lists 5 Years $ 1,297,000 $ 1,297,000 Intellectual Property 5 Years 1,054,000 1,054,000 less accumulated amortization (884,424 ) (548,566 ) Net Intangible assets-definitive life 1,466,576 1,802,434 Goodwill-indefinite life N/A 781,749 781,749 Total intangible assets and goodwill $ 2,248,325 $ 2,584,183 As of the acquisition date in October 2018, the Company originally recognized approximately $3.4 million of intangible assets and began amortizing them over 3 years. In the fourth quarter of 2019, the Company completed its evaluation of assets acquired and finalized its asset valuation. The finalized valuation resulted in lower intangible assets from the original assessment, allocated some of the intangible to Goodwill and determined that the life of definite life intangibles to be 5 years. In the 4th quarter of 2019, The Company adjusted the cost basis and accumulated amortization, reducing both, but did not change 2019 amortization expense that had been recorded through September 30, 2019 which was in excess of $800,000. . Total amortization expense was $335,858 and $570,513 for the six months ended June 30, 2020 and 2019, respectively.

8. LEASES

8. LEASES	6 Months Ended
	Jun. 30, 2020
Leases [Abstract]
LEASES	The Company previously entered into operating leases for retail and corporate facilities. These leases have terms which range from two to five years, and often include options to renew. These operating leases are listed as separate line items on the Company's December 31, 2018 Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as separate line items on the Company's December 31, 2018 Consolidated Balance Sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $1,378,000 on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. During the three months ended September 30, 2019 the Company cancelled all but one lease and has recognized the rent and termination fees related to the cancelled leases as an expense in the current period. As of June 30, 2020 and December 31, 2019, total right-of-use assets and operating lease liabilities for remaining long term lease was approximately $460,404 and $481,120, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized approximately $111,492 in total lease costs for the lease. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating right-of-use assets and related lease liabilities as of and for the six months ended June 30, 2020 were as follows: Cash paid for ROU operating lease liability $105,000 Weighted-average remaining lease term 3 years Weighted-average discount rate 10% Year Ended June 30, $ 2021 $ 216,300 2022 222,792 2023 159,090 598,182 Imputed interest (117,062 ) Total lease liability $ 481,120

9. ACCOUNTS PAYABLE

9. ACCOUNTS PAYABLE	6 Months Ended
	Jun. 30, 2020
Accounts Payable [Abstract]
ACCOUNTS PAYABLE	Accounts payable were $1,101,032 and $1,157,090 as of June 30, 2020 and December 31, 2019, respectively. Such liabilities consisted of amounts due to vendors for inventory purchases, audit, legal and other expenses incurred by the Company.

10. ACCRUED EXPENSES

10. ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2020
Accrued Liabilities [Abstract]
ACCRUED EXPENSES	Accrued expenses were $223,259 and $259,093 as of June 30, 2020 and December 31, 2019, respectively. Such liabilities consisted of amounts due to sales tax, payroll and restructuring expense liabilities. As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada. The Company is negotiating with the landlords and the Company has recorded restructuring reserves of $209,577 as of June 30, 2020 and December 31, 2020, respectively.

11. CONVERTIBLE NOTES PAYABLE,

11. CONVERTIBLE NOTES PAYABLE, NET	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE, NET	Convertible notes payable as of June 30, 2020 consisted of the following: Balance Accrued Debt As of Principal Interest Discount June 30, 2020 Convertible Notes Payable- 10% OID Convertible Promissory Notes $ 2,350,007 $ 360,226 $ - $ 2,710,233 Secured Advance Note 148,082 - - 148,082 12% Convertible Promissory Notes 199,100 4,628 (10,690 ) 193,038 $ 2,697,189 $ 364,854 $ (10,690 ) $ 3,051,353 Convertible notes payable as of December 31, 2019 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2019 Convertile Notes Payable- 10% OID Convertible Promissory Notes $ 2,195,007 $ 220,980 $ - $ 2,415,987 Secured Advance Note 205,228 - - 205,228 12% Convertible Promissory Notes 281,600 3,055 (21,591 ) 263,064 $ 2,681,835 $ 224,035 $ (21,591 ) $ 2,884,279 10% Convertible Promissory Notes Funding from Chicago Venture Partners, L.P. (“Chicago Venture”), Iliad Research and Trading, L.P. (“Iliad”) and Odyssey Research and Trading, LLC, (“Odyssey”). The Company typically issues original issuance discount notes with these parties that has a stated interest rate of typically 10%. Accrued interest represents the interest to be accreted over the remaining term of the notes. These notes contain terms and conditions that are deemed beneficial conversion features and the Company recognizes a derivative liability related to these terms until the notes are converted. Upon the conversion of these notes, the Company records a loss on debt conversion and reduces their derivative liability. The notes may be converted to common stock after six months until they are converted. As of December 31, 2019, the outstanding principal balance due to Chicago Venture, Iliad and Odyssey was $2,195,007 and accrued interest was $220,980, which results in a total amount of $2,415,987. During the year ended December 31, 2019, Chicago Venture and Iliad converted principal and accrued interest of $1,357,872 into 3,120,521 shares of our common stock at a per share conversion price of $0.766 with a fair value of $2,284,081. The Company recognized $926,208 loss on debt conversions during the year ended December 31, 2019. As of June 30, 2020, the outstanding principal balance due to Chicago Venture, Iliad and Odyssey was $2,350,007 and accrued interest was $360,226, which results in a total amount of $2,710,233. During the six months ended June 30, 2020, the Company received loans of $500,000 from Chicago Venture. Also, Chicago Venture converted principal and accrued interest of $400,000 into 2,963,118 shares of our common stock at a per share conversion price of $0.135 with a fair value of $605,608. The Company recognized $205,608 loss on debt conversions during the six months ended June 30, 2020. Securities Purchase Agreement, Secured Promissory Notes and Security Agreement with Chicago Venture Partners, L.P (Chicago Venture) On January 30, 2020, the Company executed the following agreements with Chicago Venture: (i) Securities Purchase Agreement; (ii) Secured Convertible Promissory Notes (“Notes”); and (iii) Security Agreement (collectively the “Chicago Venture Agreements”). The Company entered into the Chicago Venture Agreements with the intent to acquire working capital to grow the Company’s businesses. The total amount of funding under the CVP Agreements is $500,000 in various tranches. The Notes carry an original issue discount of $50,000 and a transaction expense amount of $5,000, for total debt of $555,000 (“Debt”). The Company agreed to reserve 53,333 shares of its common stock for issuance upon conversion of the Debt, if that occurs in the future. If not converted sooner, the Debt is due on or before January 29, 2021. The Debt carries an interest rate of ten percent (10%). The Debt is convertible, at CVP’s option, into the Company’s common stock at $0.30 per share subject to adjustment as provided for in the Notes. The Company received approximately $500,000 of funding under the Chicago Venture agreements in 2020. The Company’s obligation to pay the Debt, or any portion thereof, is secured by all of the Company’s assets. Secured Advance Note with Crossover Capital Fund I LLC (“Crossover”) On September 20, 2019, the Company closed a Secured Advance Note with Crossover Capital Fund I LLC (the “Crossover Note”). The Company entered into the Crossover Note with the intent to acquire working capital to grow the Company’s businesses. The total amount of funding under the Crossover Note is $250,000. The Crossover Note carries an original issue discount of $57,400 and a transaction expense amount of $7,000, for total debt of $308,400. On December 22, 2019, the Note increased by $25,700. The original issue discount was immediately recorded as interest expense due to the note maturity being less than one year. The Company agreed to reserve three times the number of shares based on the conversion value in case of default under the Crossover Note, if that occurs in the future. The Crossover Note is due in nine months and is repayable weekly at $9,205. The Crossover Note is convertible into the Company’s common stock at the market value share price subject to adjustment as provided for in the Crossover Note in the case of default. The Company’s obligation to pay the Crossover Note, or any portion thereof, is secured by all of the Company’s assets. As of December 31, 2019, the outstanding principal balance due Crossover was $205,228. The Company also issued 33,333 shares of common stock to Crossover as a commitment fee that was valued at fair market value at $25,000 or $0.75 per share and expensed as interest expense during the year ended December 31, 2019. On January 14, 2020, the Note increased by $25,700. As of June 30, 2020, the outstanding principal balance due Crossover was $148,802. The Company is behind on the weekly payments under this Note as of June 30, 2020. 12% Convertible Promissory Notes The Company entered into Convertible Promissory Notes with PowerUp Lending Group Ltd on November 18, 2019 for $140,800 to fund short-term working capital. The Notes accrues interest at a rate of 12% per annum and became due in one year and are convertible into common stock at 75% of market value after six months. The Company received cash of $125,000, and recorded interest expense of $2,037, a transaction expense amount of $3,000 and amortization of debt discount of $15,191. The Company recorded as interest expense in 2019 the value of the beneficial conversion feature of $46,933 related to the potential conversion at a discount after six months. During the six months ended June 30, 2020, the Company recorded interest expense of $5,643 and amortization of debt discount of $10,409. During the six months ended June 30, 2020, the Company issued 1,004,625 shares of the Company’s common stock at $0.148 related to conversion of principal and interest under the $140,800 Promissory Note. The Company entered into Convertible Promissory Notes with PowerUp Lending Group Ltd on December 9, 2019 for $140,800 to fund short-term working capital. The Notes accrues interest at a rate of 12% per annum and became due in one year and are convertible into common stock at 75% of market value after six months. The Company received cash of $125,000, and recorded interest expense of $1,018, a transaction expense amount of $3,000 and amortization of debt discount of $14,418. The Company recorded as interest expense in 2019 the value of the beneficial conversion feature of $46,933 related to the potential conversion at a discount after six months. During the six months ended June 30, 2020, the Company recorded interest expense of $22,001 and amortization of debt discount of $11,182. During the six months ended June 30, 2020, the Company repaid $85,000 and issued 628,659 shares of the Company’s common stock at $0.125 related to conversion of principal and interest under the remaining $78,819 Promissory Note. The Company entered into Convertible Promissory Note with PowerUp Lending Group Ltd on January 14, 2020 for $58,300 to fund short-term working capital. The Notes accrues interest at a rate of 12% per annum and became due in one year and are convertible into common stock at 75% of market value after six months. The Company received cash of $50,000, and recorded interest expense of $1,495, a transaction expense amount of $3,000 and amortization of debt discount of $5,300. The Company recorded as interest expense in the six months ended June 30, 2020 the value of the beneficial conversion feature of $5,300. related to the potential conversion at a discount after six months. The Company entered into Convertible Promissory Notes with PowerUp Lending Group Ltd on June 1, 2020 for $140,800 to fund short-term working capital. The Notes accrues interest at a rate of 12% per annum and became due in one year and are convertible into common stock at 75% of market value after six months. The Company received cash of $125,000, and recorded interest expense of $1,389, a transaction expense amount of $3,000 and amortization of debt discount of $14,910. The Company recorded as interest expense in 2020 the value of the beneficial conversion feature of $46,933 related to the potential conversion at a discount after six months. During the six months ended June 30, 2020, PowerUp Lending Group Ltd converted principal and accrued interest of $227,299 into 1,633,284 shares of our common stock at an average per share conversion price of $0.139 with a fair value of $313,003. The Company recognized $85,704 loss on debt conversions during the six months ended June 30, 2020. Notes Payable Notes payable as of June 30, 2020 consisted of the following: Balance Accrued Debt As of Principal Interest Discount June 30, 2020 Notes Payable- 1% Note Payble under Paycheck Protection Program $ 565,829 $ 1,104 $ - $ 566,933 3.75% Economic Injury Disaster Loan 299,800 9 - 299,809 Parties related to shareholders of EZ-CLONE Enterprises, Inc. 104,144 - - 104,144 $ 969,773 $ 1,113 $ - $ 970,886 Notes payable as of December 31, 2019 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2019 Notes Payable- Parties related to shareholders of EZ-CLONE Enterprises, Inc. $ 104,144 $ - $ - $ 104,144 On April 17, 2020, the Company received $362,500 under the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). During the six months ended June 30, 2020, the Company recorded interest expense of $775 at 1%. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven during 2020. On May 7, 2020, EZ-CLONE received $203,329 under the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). During the six months ended June 30, 2020, the Company recorded interest expense of $329 at 1%. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven during 2020. On June 19, 2020, The Company received $299,800 under the Economic Injury Disaster Loan Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). Repayment terms on the loans are over a 30-year term at 3.75%. In addition, the loan contains a 12-month payment deferral beginning on the loan date. There is no prepayment penalty on an EIDL loan. During the six months ended June 30, 2020, the Company recorded interest expense of $370. These loans were long term as of June 30, 2020.

12. DERIVATIVE LIABILITY

12. DERIVATIVE LIABILITY	6 Months Ended
	Jun. 30, 2020
Derivative Liability [Abstract]
DERIVATIVE LIABILITY	The Convertible Notes payable include a conversion feature that pursuant ASC 815 “Derivatives and Hedging”, has been identified as an embedded derivative financial instrument and which the Company accounts for under the fair value method of accounting. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20. Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. The debt is convertible at the lesser of 65% of the fair value of the Company’s common stock or $1.35 requiring the conversion feature to be bifurcated from the host debt contract and accounting for separately as a derivative, resulting in periodic revaluations. The notes underlying the derivatives are short term in nature and generally converted to stock in less than one year. The derivative is valued at period end with the key inputs being current stock price and the conversion feature. There was a derivative liability of $1,459,256 and $1,300,915 as of June 30, 2020 and December 31, 2019, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded non-cash expense $158,441 and non-cash income of $508,730 related to the “change in fair value of derivative” expense related to the Chicago Venture and Iliad financing. These were the only changes in level 3 fair value instruments during such periods. Derivative liability as of June 30, 2020 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 June 30, 2020 Liabilities: Derivative Instruments $ - $ - $ 1,459,357 $ 1,459,357 Total $ - $ - $ 1,459,357 $ 1,459,357 Derivative liability as of December 31, 2019 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 December 31, 2019 Liabilities: Derivative Instruments $ - $ - $ 1,300,915 $ 1,300,915 Total $ - $ - $ 1,300,915 $ 1,300,915

13. RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	Since January 1, 2019, the Company engaged in the following reportable transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediately family members of our directors, executive officers and holders of more than 5% of our voting securities. Certain Relationships Please see the transactions with Chicago Venture Partners, L.P. discussed in Notes 11 and 12. Related Party Transactions Transactions with Katherine McLain On February 22, 2019, the Company issued 54,054 shares of the Company’s common stock to Katherine McLain valued at $1.11 per share or $60,000. This issuance was an annual award for independent director services. On April 16, 2020, the Company issued 20,000 shares of the Company’s common stock to Katherine McLain valued at $0.295 per share or $5,900. This issuance was an annual award for independent director services. Transaction with Thom Kozik On February 22, 2019, the Company issued 54,054 shares of the Company’s common stock to Mr. Kozik valued at $1.11 per share or $60,000. On April 16, 2020, the Company issued 20,000 shares of the Company’s common stock to Thom Kozik valued at $0.295 per share or $5,900. This issuance was an annual award for independent director services. Notes Payable to Related Parties EZ-CLONE has $104,144 due to relatives of the two selling shareholders as of June 30, 2020 and December 31, 2019, respectively.

14. EQUITY

14. EQUITY	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
EQUITY	Authorized Capital Stock On October 9, 2019, the Company approved the reduction of authorized capital stock, whereby the total number of the Company’s authorized common stock decreased from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares. On November 20, 2019, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result of the reduction, we have an aggregate 130,000,000 authorized shares consisting of: (i) 120,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. The reverse stock split of 1 for 150 was effective at the open of business on November 27, 2019 whereupon the shares of the Company’s common stock began trading on a split-adjusted basis. Our CUSIP number will change to 39985X203. Non-Voting Preferred Stock Under the terms of our articles of incorporation, our board of directors is authorized to issue shares of non-voting preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of non-voting preferred stock. The purpose of authorizing our board of directors to issue non-voting preferred stock and determine our rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of non-voting preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Other than the Series B and C Preferred Stock discussed below, there are no shares of non-voting preferred stock presently outstanding and we have no present plans to issue any shares of preferred stock. Capital Stock Issued and Outstanding As of June 30, 2020, the Company had issued and outstanding securities of 33,313,718 shares of common stock. Voting Common Stock Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. On all other matters, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote is required for approval, unless otherwise provided in our articles of incorporation, bylaws or applicable law. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Unless otherwise indicated, all of the following sales or issuances of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, except as noted below). All of the shares issued were issued in transactions not involving a public offering, are considered to be restricted stock as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect. The Company has compensated consultants and service providers with restricted common stock during the development of our business and when our capital resources were not adequate to provide payment in cash. During the six months ended June 30, 2020, the Company had the following issuances of unregistered equity securities to accredited investors unless otherwise indicated: Chicago Venture converted principal and accrued interest of $400,000 into 2,963,118 shares of our common stock at a per share conversion price of $0.135. PowerUp converted principal and accrued interest of $227,299 into 1,633,284 shares of the Company’s common stock at an average per share conversion price of $0.139. The Company issued 15 shares related to a reverse stock split. The Company issued 154 shares of common stock related to the exercise of warrants for $485, or $3.151 per share. On April 16, 2020, the Company issued 20,000 shares of the Company’s common stock each to Katherine McLain and Thom Kozik, directors valued at $0.295 per share or $5,900. This issuance was an annual award for independent director services. Warrants The Company no warrant activity during the six months ended June 30, 2020. A summary of the warrants issued as of June 30, 2020 is as follows: June 30, 2020 Weighted Average Exercise Shares Price Outstanding at January 1, 2020 2,418,834 $ 3.465 Issued - $ - Exercised (154 ) $ (3.151 ) Forfeited - $ - Expired - $ - Outstanding at June 30, 2020 2,418,680 $ 3.465 Exerciseable at June 30, 2020 2,312,168 $ - A summary of the status of the warrants outstanding as of June 30, 2020 is presented below: June 30, 2020 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exerciseable Price 366,667 6.16 $ 1.500 366,667 $ 1.500 320,000 4.35 1.800 213,333 1.800 1,407,428 1.33 3.150 1,407,582 3.150 324,586 2.58 7.500 324,586 7.500 - - - - - 2,418,680 2.27 $ 3.465 2,312,168 $ 3.374 Warrants had no intrinsic value as of June 30, 2020. The warrants were valued using the following assumptions: Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

15. STOCK OPTIONS

15. STOCK OPTIONS	6 Months Ended
	Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
STOCK OPTIONS	Description of Stock Option Plan The Company has 1,333,333 shares available for issuance under the First Amended and Restated 2017 Stock Incentive Plan. The Company has outstanding unexercised stock option grants totaling 513,333 shares at an average exercise price of $1.494 per share as of June 30, 2020. The Company filed registration statements on Form S-8 to register 1,333,333 shares of our common stock related to the 2017 Stock Incentive Plan and First Amended and Restated 2017 Stock Incentive Plan. Determining Fair Value under ASC 718 The Company records compensation expense associated with stock options and other equity-based compensation using the Black-Scholes-Merton option valuation model for estimating fair value of stock options granted under our plan. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company estimates the volatility of our common stock based on the historical volatility of its own common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on our common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model and adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. Stock Option Activity The Company had the following stock option transactions during the six months ended June 30, 2020: During the six months ended June 30, 2020, executives and employees forfeited stock option grants for 36,667 shares with an exercise price of $1.445 per share. There are currently 513,333 options to purchase common stock at an average exercise price of $1.494 per share outstanding as of June 30, 2020 under 2017 Stock Incentive Plan and First Amended and Restated 2017 Stock Incentive Plan. The Company recorded $26,879 and $32,247 of compensation expense, net of related tax effects, relative to stock options for the six months ended June 30, 2020 and 2019 and in accordance with ASC 718. As of June 30, 2020, there is approximately $41,759, net of forfeitures, of total unrecognized costs related to employee granted stock options that are not vested. These costs are expected to be recognized over a period of approximately 3.19 years. Stock option activity for the six months ended June 30, 2020 and the year ended December 31, 2019 were as follows: Options Weighted Average Option Shares Exercise Price $ Outstanding as of January 1, 2019 666,667 $ 1.410 $ 940,000 Granted 23,333 1.457 34,000 Exercised (26,111 ) (0.900 ) (23,500 ) Forfeitures (113,889 ) (1.146 ) (130,500 ) Outstanding as of December 31, 2019 550,000 1.491 820,000 Granted - - - Exercised - - - Forfeitures (36,667 ) (1.445 ) (53,000 ) Outstanding as of June 30, 2020 513,333 $ 1.494 $ 767,000 The following table summarizes information about stock options outstanding and exercisable at June 30, 2020: Weighted Weighted Average Weighted Average Range of Number Remaining Life Average Number Exercise Price Exercise Prices Outstanding In Years Exercise Price Exerciseable Exerciseable $ 0.90 80,000 2.75 $ 0.90 73,333 $ 0.90 1.05 66,667 2.75 1.05 61,111 1.05 1.35 6,666 - 1.35 6,666 1.35 1.50 106,665 2.66 1.50 103,888 1.50 1.80 253,335 3.75 1.80 126,667 1.80 513,333 3.19 $ 1.494 371,666 $ 1.41 Stock option grants totaling 513,333 shares of common stock had no intrinsic value as of June 30, 2020. The stock option grants were valued using the following assumptions:

16. COMMITMENTS, CONTINGENCIES

16. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	6 Months Ended
	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	Legal Proceedings From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and may be adjusted from time to time according to developments. The Company’s know of no material, existing or pending legal proceedings against our Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest. As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada. The Company is negotiating with the landlords and the Company has recorded restructuring reserves. Operating Leases The Company is obligated under the following leases for its various facilities. On May 31, 2020, the Company rented space at 5400 Carillon Point, Kirkland, Washington 98033 for $623 per month for the Company’s corporate office and use of space in the Regus network, including California. The Company’s agreement expires May 31, 2021. On December 14, 2018, GrowLife, Inc. entered into a lease agreement with Pensco Trust Company for a 28,000 square feet industrial space at 10170 Croydon Way, Sacramento, California 95827 used for the assembly and sales of plastic parts by EZ-CLONE. The monthly lease payment is $17,500 and increased approximately 3% per year. The lease expires on December 31, 2023.

17. SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are available. There were the following material events subsequent to June 30, 2020: On July 17, 2020, Chicago Venture converted principal and accrued interest of $100,000 into 934,667 shares of the Company’s common stock at a per share conversion price of $0.107. During July 2020, PowerUp Lending Group Ltd. converted principal and accrued interest of $58,300 into 510,271 shares of the Company’s common stock at an average per share conversion price of $0.114. On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not finalize the settlement of the remaining 49% of stock of EZ-CLONE by the July 2020 deadline and is in discussions with the 24.5% shareholder. As of June 30, 2020, the Company has recorded a liability of $2,026,000 for acquisition payable of which a $1,000 is payable in stock and $1,206,000 is payable in cash.

3. SIGNIFICANT ACCOUNTING POL_2

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”).
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Inter-Company items and transactions have been eliminated in consolidation. Non-controlling interest represents the portion of ownership which the Company does not own.
Cash and Cash Equivalents	We classify highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. At June 30, 2020, the Company had uninsured deposits in the amount of $274,098.
Accounts Receivable and Revenue	The company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires the application of the five-step-principles-based-accounting-model for revenue recognition. These steps include (1) a legally enforceable contract, written or unwritten is identified; (2) performance obligations in the contracts are identified; (3) the transaction price reflecting variable consideration, if any, is identified; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when the control of goods is transferred to the customer at a particular time or over time. Our hydroponic sales are cash or credit card. Our EZ-CLONE sales include credit cash, payments in advance, 3% discount upon receipt and, we extend thirty day terms to select customers. Accounts receivable are reviewed periodically for collectability.
Sales Returns	We allow customers to return defective products when they meet certain established criteria as outlined in our sales terms and conditions. It is our practice to regularly review and revise, when deemed necessary, our estimates of sales returns, which are based primarily on actual historical return rates. We record estimated sales returns as reductions to sales, cost of goods sold, and accounts receivable and an increase to inventory. Returned products which are recorded as inventory are valued based upon the amount we expect to realize upon its subsequent disposition. As of June 30, 2020 and December 31, 2019, there was a reserve for sales returns of $20,000, respectively, which is minimal based upon our historical experience.
Inventories	Inventories are recorded on a first in first out basis Inventory consists of raw materials, work in process and finished goods and components sold by EZ-CLONE to it distribution customers. The Company reviews its inventory on a periodic basis to identify products that are slow moving and/or obsolete, and if such products are identified, the Company records the appropriate inventory impairment charge at such time.
Property and Equipment	Equipment consists of machinery, equipment, tooling, computer equipment and leasehold improvements, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3-10 years, except for leasehold improvements which are depreciated over the lesser of the life of the lease or 10 years.
Long Lived Assets	The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.
Intangible Assets	Intangible assets are capitalized and amortized on a straight-line basis over their estimated useful life, if the life is determinable. If the life is not determinable, amortization is not recorded. We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. When an indication exists that the carrying amount of intangible assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.
Goodwill	The Company reviews its acquired goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing its goodwill, the Company performs a qualitative analysis to determine if it is more-likely-than-not that the goodwill is impaired. If the qualitative analysis indicates that goodwill is likely impaired, the Company calculates the fair value of its goodwill by allocating the fair value of the business unit containing the goodwill to all its tangible and intangible assets and liabilities, with the residual fair value allocated to goodwill. The excess, if any, of the goodwill carrying value in excess of its fair value would be recognized as an impairment loss. Management has concluded that, based on a qualitative analysis, it is more-likely-than-not that goodwill has not been impaired as of June 30, 2020 and December 31, 2019.
Fair Value Measurements and Financial Instruments	ASC Topic 820, Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of June 30, 2020 and December 31, 2019 are based upon the short-term nature of the assets and liabilities.
Derivative Financial Instruments	Pursuant to ASC 815 “Derivatives and Hedging”, the Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company then determines if embedded derivative must bifurcated and separately accounted for. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Stock Based Compensation	We have share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options to purchase shares of our common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by us at the grant date, based on the fair value of the award, over the requisite service period using an estimated forfeiture rate. For options issued to employees, we recognize stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with the ASC 718.
Convertible Securities	Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities issued subsequent to September 30, 2015. We will evaluate our contracts based upon the earliest issuance date.
Net Loss Per Share	Under the provisions of ASC Topic 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included because their impact is antidilutive. As of June 30, 2020, there are also (i) stock option grants outstanding for the purchase of 513,333 common shares at an $1.494 average exercise price; and (ii) warrants for the purchase of 2,418,680 shares of common shares at a $3.465 average exercise price. In addition, we have an unknown number of common shares to be issued under the Crossover and 12% convertible promissory note financing agreements in the case of default. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity. As of June 30, 2019, there are also (i) stock option grants outstanding for the purchase of 550,000 common shares at a $1.491 average exercise price; (ii) warrants for the purchase of 2,418,680 common shares at a $3.465 average exercise price; and (iii) 770,002 shares related to convertible debt that can be converted at $0.38 per share. In addition, we have an unknown number of common shares to be issued under the Chicago Venture, Iliad and St. George financing agreements because the number of shares ultimately issued to Chicago Venture depends on the price at which Chicago Venture converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to Chicago Venture upon the conversion of debt to shares. We will not know the exact number of shares of stock issued to Chicago Venture until the debt is actually converted to equity.
Dividend Policy	The Company has never paid any cash dividends and intends, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
Use of Estimates	In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, estimates of sales returns, inventory reserves and accruals for potential liabilities, and valuation assumptions related to derivative liability, equity instruments and share based compensation.
Recent Accounting Pronouncements	A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

4. BUSINESS COMBINATIONS, ACQ_2

4. BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND OTHER TRANSACTION (Tables)	6 Months Ended
	Jun. 30, 2020
Business Combinations [Abstract]
Acquisition	Intangible assets $ 2,351,000 Goodwill 781,749 Net working capital 551,000 Propety and equipment 318,000 Deferred tax liability (587,750 ) $ 3,413,999

5. INVENTORY (Tables)

5. INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2020
Inventory Disclosure [Abstract]
Inventory	June 30, December 31, 2020 2019 Raw materials $ 467,941 $ 329,482 Work in process 50,523 49,253 Finished goods 11,164 92,703 Inventory deposits 148,591 129,236 Total $ 678,219 $ 600,674

6. PROPERTY AND EQUIPMENT (Tabl

6. PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Summary of property and equipment	June 30, December 31, 2020 2019 Machinery, equipment and tooling $ 356,867 $ 356,867 Computer equipment 16,675 16,675 Leasehold improvements 14,702 14,702 Total property and equipment 388,244 388,244 Less accumulated depreciation and amortization (240,338 ) (221,763 ) Net property and equipment $ 147,906 $ 166,482

7. INTANGIBLE ASSETS (Tables)

7. INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2020
Finite-Lived Intangible Assets, Net [Abstract]
Schedule of intangible assets	Estimated Useful Lives June 30, 2020 December 31, 2019 Customer Lists 5 Years $ 1,297,000 $ 1,297,000 Intellectual Property 5 Years 1,054,000 1,054,000 less accumulated amortization (884,424 ) (548,566 ) Net Intangible assets-definitive life 1,466,576 1,802,434 Goodwill-indefinite life N/A 781,749 781,749 Total intangible assets and goodwill $ 2,248,325 $ 2,584,183

8. LEASES (Tables)

8. LEASES (Tables)	6 Months Ended
	Jun. 30, 2020
Leases [Abstract]
Operating right-of-use assets and liabilities information	Cash paid for ROU operating lease liability $105,000 Weighted-average remaining lease term 3 years Weighted-average discount rate 10%
Minimum future lease payments	Year Ended June 30, $ 2021 $ 216,300 2022 222,792 2023 159,090 598,182 Imputed interest (117,062 ) Total lease liability $ 481,120

11. CONVERTIBLE NOTES PAYABLE_2

11. CONVERTIBLE NOTES PAYABLE, NET (Tables)	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
Convertible notes summarized	Convertible notes payable as of June 30, 2020 consisted of the following: Balance Accrued Debt As of Principal Interest Discount June 30, 2020 Convertible Notes Payable- 10% OID Convertible Promissory Notes $ 2,350,007 $ 360,226 $ - $ 2,710,233 Secured Advance Note 148,082 - - 148,082 12% Convertible Promissory Notes 199,100 4,628 (10,690 ) 193,038 $ 2,697,189 $ 364,854 $ (10,690 ) $ 3,051,353 Convertible notes payable as of December 31, 2019 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2019 Convertile Notes Payable- 10% OID Convertible Promissory Notes $ 2,195,007 $ 220,980 $ - $ 2,415,987 Secured Advance Note 205,228 - - 205,228 12% Convertible Promissory Notes 281,600 3,055 (21,591 ) 263,064 $ 2,681,835 $ 224,035 $ (21,591 ) $ 2,884,279 Notes payable as of June 30, 2020 consisted of the following: Balance Accrued Debt As of Principal Interest Discount June 30, 2020 Notes Payable- 1% Note Payble under Paycheck Protection Program $ 565,829 $ 1,104 $ - $ 566,933 3.75% Economic Injury Disaster Loan 299,800 9 - 299,809 Parties related to shareholders of EZ-CLONE Enterprises, Inc. 104,144 - - 104,144 $ 969,773 $ 1,113 $ - $ 970,886 Notes payable as of December 31, 2019 consisted of the following: Balance Accrued Debt As of Principal Interest Discount December 31, 2019 Notes Payable- Parties related to shareholders of EZ-CLONE Enterprises, Inc. $ 104,144 $ - $ - $ 104,144

12. DERIVATIVE LIABILITY (Table

12. DERIVATIVE LIABILITY (Tables)	6 Months Ended
	Jun. 30, 2020
Derivative Liability [Abstract]
Fair value of financial instruments	Derivative liability as of June 30, 2020 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 June 30, 2020 Liabilities: Derivative Instruments $ - $ - $ 1,459,357 $ 1,459,357 Total $ - $ - $ 1,459,357 $ 1,459,357 Derivative liability as of December 31, 2019 was as follows: Carrying Fair Value Measurements Using Inputs Amount at Financial Instruments Level 1 Level 2 Level 3 December 31, 2019 Liabilities: Derivative Instruments $ - $ - $ 1,300,915 $ 1,300,915 Total $ - $ - $ 1,300,915 $ 1,300,915

14. EQUITY (Tables)

14. EQUITY (Tables)	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
Warrants	A summary of the warrants issued as of June 30, 2020 is as follows: June 30, 2020 Weighted Average Exercise Shares Price Outstanding at January 1, 2020 2,418,834 $ 3.465 Issued - $ - Exercised (154 ) $ (3.151 ) Forfeited - $ - Expired - $ - Outstanding at June 30, 2020 2,418,680 $ 3.465 Exerciseable at June 30, 2020 2,312,168 $ - A summary of the status of the warrants outstanding as of June 30, 2020 is presented below: June 30, 2020 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life Price Exerciseable Price 366,667 6.16 $ 1.500 366,667 $ 1.500 320,000 4.35 1.800 213,333 1.800 1,407,428 1.33 3.150 1,407,582 3.150 324,586 2.58 7.500 324,586 7.500 - - - - - 2,418,680 2.27 $ 3.465 2,312,168 $ 3.374
Warrant valuation assumptions	Dividend yield 0% Expected life 1-5 Years Expected volatility 70-200% Risk free interest rate 0.78-2.6%

15. STOCK OPTIONS (Tables)

15. STOCK OPTIONS (Tables)	6 Months Ended
	Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
Stock options	Stock option activity for the six months ended June 30, 2020 and the year ended December 31, 2019 were as follows: Options Weighted Average Option Shares Exercise Price $ Outstanding as of January 1, 2019 666,667 $ 1.410 $ 940,000 Granted 23,333 1.457 34,000 Exercised (26,111 ) (0.900 ) (23,500 ) Forfeitures (113,889 ) (1.146 ) (130,500 ) Outstanding as of December 31, 2019 550,000 1.491 820,000 Granted - - - Exercised - - - Forfeitures (36,667 ) (1.445 ) (53,000 ) Outstanding as of June 30, 2020 513,333 $ 1.494 $ 767,000 The following table summarizes information about stock options outstanding and exercisable at June 30, 2020: Weighted Weighted Average Weighted Average Range of Number Remaining Life Average Number Exercise Price Exercise Prices Outstanding In Years Exercise Price Exerciseable Exerciseable $ 0.90 80,000 2.75 $ 0.90 73,333 $ 0.90 1.05 66,667 2.75 1.05 61,111 1.05 1.35 6,666 - 1.35 6,666 1.35 1.50 106,665 2.66 1.50 103,888 1.50 1.80 253,335 3.75 1.80 126,667 1.80 513,333 3.19 $ 1.494 371,666 $ 1.41

2. GOING CONCERN (Details Narra

2. GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Non-RMH/EGC
Accumulated deficit	$ (150,365,730)		$ (148,461,532)
Cash and cash equivalents	524,098		40,834
Net cash used in operating activities	$ (905,804)	$ (2,097,363)	$ 2,909,811	$ 3,854,505

3. SIGNIFICANT ACCOUNTING POL_3

3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Uninsured deposits	$ 274,098
Reserve for sales returns	$ 20,000	$ 20,000
Inventory reserve		$ 0

4. BUSINESS COMBINATIONS, ACQ_3

4. BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND OTHER TRANSACTION (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Business Combinations [Abstract]
Intangible assets		$ 2,351,000
Goodwill	$ 781,749	781,749
Net working capital		551,000
Property and equipment		318,000
Deferred tax liability		(587,750)
Total		$ 3,413,999

5. INVENTORY (Details)

5. INVENTORY (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 467,941	$ 329,482
Work in process	50,523	49,253
Finished goods	11,164	92,703
Inventory deposits	148,591	129,236
Total	$ 678,219	$ 600,674

6. PROPERTY AND EQUIPMENT (Deta

6. PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Machines and equipment	$ 356,867	$ 356,867
Computer equipment	16,675	16,675
Leasehold improvements	14,702	14,702
Total property and equipment	388,244	388,244
Less accumulated depreciation and amortization	(240,338)	(221,763)
Net property and equipment	$ 147,906	$ 166,482

6. PROPERTY AND EQUIPMENT (De_2

6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Fixed assets, net of accumulated depreciation	$ 147,906		$ 166,482
Accumulated depreciation	(240,338)		$ (221,763)
Depreciation expense	$ 18,576	$ 84,678

7. INTANGIBLE ASSETS (Details)

7. INTANGIBLE ASSETS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Less: accumulated amortization	$ (884,424)	$ (548,566)
Net intangible assets - definite life	1,466,576	1,802,434
Goodwill - indefinite life	781,749	781,749
Total intangible assets and goodwill	$ 2,248,325	$ 2,584,183
Customer lists
Estimated useful lives	5 years	5 years
Intangible assets, gross	$ 1,297,000	$ 1,297,000
Patents
Estimated useful lives	5 years	5 years
Intangible assets, gross	$ 1,054,000	$ 1,054,000

7. INTANGIBLE ASSETS (Details N

7. INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Finite-Lived Intangible Assets, Net [Abstract]
Amortization expense	$ 335,858	$ 570,514

8. LEASES (Details)

8. LEASES (Details)	6 Months Ended
	Jun. 30, 2020USD ($)
Leases [Abstract]
Cash paid for operating lease liabilities	$ 105,000
Weighted-average remaining lease term	3 years
Weighted-average discount rate	10.00%

8. LEASES (Details 1)

8. LEASES (Details 1)	Jun. 30, 2020USD ($)
Leases [Abstract]
2021	$ 216,300
2022	222,792
2023	159,090
Total lease liability	598,182
Less: imputed interest	(117,062)
Net lease liability	$ 481,120

8. LEASES (Details Narrative)

8. LEASES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Right-of-use assets	$ 460,644	$ 537,522
Operating lease liabilities	481,120
Lease cost	$ 111,492

9. ACCOUNTS PAYABLE (Details Na

9. ACCOUNTS PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Accounts Payable [Abstract]
Accounts payable	$ 1,101,032	$ 1,157,090

10. ACCRUED EXPENSES (Details N

10. ACCRUED EXPENSES (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Accrued Liabilities [Abstract]
Accrued expenses	$ 223,259	$ 259,093

11. CONVERTIBLE NOTES PAYABLE (

11. CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Principal	$ 2,697,189	$ 2,681,835
Accrued interest	364,854	224,035
Debt discount	(10,690)	(21,591)
Convertible notes payable	3,051,353	2,884,279
10% OID Convertible Promissory Notes
Principal	2,350,007	2,195,007
Accrued interest	360,226	220,980
Debt discount	0	0
Convertible notes payable	2,710,233	2,415,987
Secured Advance Note
Principal	148,082	205,228
Accrued interest	0	0
Debt discount	0	0
Convertible notes payable	148,082	205,228
12% Convertible note ($850,000)
Principal	199,100	281,600
Accrued interest	4,628	3,055
Debt discount	(10,690)	(21,591)
Convertible notes payable	193,038	263,064
1% Note Payble under Paycheck Protection Program
Principal	565,829	0
Accrued interest	1,104	0
Debt discount	0	0
Convertible notes payable	566,933	0
Economic Injury Disaster Loan
Principal	299,800	0
Accrued interest	9	0
Debt discount	0	0
Convertible notes payable	299,809	0
Parties related to shareholders of EZ-CLONE Enterprises, Inc.
Principal	104,144	104,144
Accrued interest	0	0
Debt discount	0	0
Convertible notes payable	104,144	104,144
Notes Payable
Principal	969,773	104,144
Accrued interest	1,113	0
Debt discount	0	0
Convertible notes payable	$ 970,886	$ 104,144

12. DERIVATIVE LIABILITY (Detai

12. DERIVATIVE LIABILITY (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Derivative instruments	$ 1,459,357	$ 1,300,915
Total	1,459,357	1,300,915
Level 1
Derivative instruments	0	0
Total	0	0
Level 2
Derivative instruments	0	0
Total	0	0
Level 3
Derivative instruments	1,459,357	1,300,915
Total	$ 1,459,357	$ 1,300,915

14. EQUITY (Details)

14. EQUITY (Details) - Warrant	6 Months Ended
	Jun. 30, 2020$ / sharesshares
Shares
Outstanding, beginning of period | shares	2,418,834
Issued | shares	0
Exercised | shares	(154)
Forfeited | shares	0
Expired | shares	0
Outstanding, end of period | shares	2,418,680
Exercisable, end of period | shares	2,312,168
Weighted Average Exercise Price
Outstanding, beginning of period | $ / shares	$ 3.465
Issued | $ / shares	0
Exercised | $ / shares	(3.151)
Forfeited | $ / shares	0
Expired | $ / shares	0
Outstanding, end of period | $ / shares	3.465
Exercisable, end of period | $ / shares	$ 0

14. EQUITY (Details 1)

14. EQUITY (Details 1) - $ / shares	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Weighted average remaining life	3 years 2 months 8 days
Warrant 1
Shares outstanding	366,667
Weighted average remaining life	6 years 1 month 28 days
Weighted average exercise price outstanding	$ 1.500
Shares exercisable	366,667
Weighted average exercise price exercisable	$ 1.500
Warrant 2
Shares outstanding	320,000
Weighted average remaining life	4 years 4 months 6 days
Weighted average exercise price outstanding	$ 1.800
Shares exercisable	213,333
Weighted average exercise price exercisable	$ 1.800
Warrant 3
Shares outstanding	1,407,428
Weighted average remaining life	1 year 3 months 29 days
Weighted average exercise price outstanding	$ 3.150
Shares exercisable	1,407,582
Weighted average exercise price exercisable	$ 3.150
Warrant 4
Shares outstanding	324,586
Weighted average remaining life	2 years 6 months 29 days
Weighted average exercise price outstanding	$ 7.500
Shares exercisable	324,586
Weighted average exercise price exercisable	$ 7.500
Warrant
Shares outstanding	2,418,680	2,418,834
Weighted average remaining life	2 years 3 months 7 days
Weighted average exercise price outstanding	$ 3.465	$ 3.465
Shares exercisable	2,312,168
Weighted average exercise price exercisable	$ 3.374

14. EQUITY (Details 2)

14. EQUITY (Details 2) - Warrant	6 Months Ended
	Jun. 30, 2020
Dividend yield	0.00%
Minimum
Expected life	1 year
Expected volatility	70.00%
Risk free interest rate	0.78%
Maximum
Expected life	5 years
Expected volatility	200.00%
Risk free interest rate	2.60%

14. EQUITY (Details Narrative)

14. EQUITY (Details Narrative)	Jun. 30, 2020USD ($)
Warrant
Warrant intrinsic value	$ 0

15. STOCK OPTIONS (Details)

15. STOCK OPTIONS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Aggregate Intrinsic Value
Outstanding, end of period	$ 0
Stock Options
Shares
Outstanding, beginning of period	550,000	666,667
Granted	0	23,333
Exercised	0	(26,111)
Forfeitures	(36,667)	(113,889)
Outstanding, end of period	513,333	550,000
Weighted Average Exercise Price
Outstanding, beginning of period	$ 1.491	$ 1.41
Granted	0	1.457
Exercised	0	(0.900)
Forfeitures	(1.445)	(1.146)
Outstanding, end of period	$ 1.494	$ 1.491
Aggregate Intrinsic Value
Outstanding, beginning of period	$ 820,000	$ 940,000
Granted	$ 0	$ 34,000
Exercised	$ 0	$ (23,500)
Forfeitures	$ (53,000)	$ (130,500)
Outstanding, end of period	$ 767,000	$ 820,000

15. STOCK OPTIONS (Details 1)

15. STOCK OPTIONS (Details 1) - $ / shares	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Weighted average remaining life in years	3 years 2 months 8 days
Exercise Price Range 1
Outstanding	80,000
Weighted average remaining life in years	2 years 9 months
Weighted average exercise price outstanding	$ 0.9
Exerciseable	73,333
Weighted average exercise price exercisable	$ 0.9
Exercise Price Range 2
Outstanding	66,667
Weighted average remaining life in years	2 years 9 months
Weighted average exercise price outstanding	$ 1.05
Exerciseable	61,111
Weighted average exercise price exercisable	$ 1.05
Exercise Price Range 3
Outstanding	6,666
Weighted average exercise price outstanding	$ 1.35
Exerciseable	6,666
Weighted average exercise price exercisable	$ 1.35
Exercise Price Range 4
Outstanding	106,665
Weighted average remaining life in years	2 years 7 months 28 days
Weighted average exercise price outstanding	$ 1.5
Exerciseable	103,888
Weighted average exercise price exercisable	$ 1.5
Exercise Price Range 5
Outstanding	253,335
Weighted average remaining life in years	3 years 9 months
Weighted average exercise price outstanding	$ 1.8
Exerciseable	126,667
Weighted average exercise price exercisable	$ 1.8
Stock Options
Outstanding	513,333	550,000	666,667
Weighted average remaining life in years	3 years 2 months 8 days
Weighted average exercise price outstanding	$ 1.494	$ 1.491	$ 1.41
Exerciseable	371,666
Weighted average exercise price exercisable	$ 1.41

15. STOCK OPTIONS (Details Narr

15. STOCK OPTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Total unrecognized costs related to employee granted stock options	$ 41,759
Weighted average remaining life in years	3 years 2 months 8 days
Intrinsic value	$ 0
2017 Stock Incentive Plan
Compensation expense related to Stock Incentive Plan	$ 26,879	$ 32,247