GSRX Industries (GSRX) 10-Q 21 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 21, 2018
Document And Entity Information
Entity Registrant Name	GREEN SPIRIT INDUSTRIES INC.
Entity Central Index Key	1,381,240
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,460,204
Trading Symbol	GSRX
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 892,682	$ 4,645
Cash, held in escrow	2,932,713	6,753,373
Inventory	45,108
Prepaid Expenses	32,500	20,650
Total Current Assets	3,903,003	6,778,668
Fixed Assets
Equipment	85,024
Leasehold improvements	128,822
Accumulated Depreciation
Total Net Fixed Assets	213,846
Other Assets
Construction in progress (Note 5)	455,800	241,627
Escrow, asset purchases (Notes 8 and 9)	1,434,500
Licenses	503,000	503,000
Patents (Note 7)	1,350,000
Rent deposit	8,500	7,300
Total Other Assets	3,751,800	751,927
Total Assets	7,868,649	7,530,595
Current Liabilities
Accounts Payable	57,134	222,515
Sales tax payable	253
Advances Payable	1,000	1,000
Total Current Liabilities	58,387	223,515
Total Liabilities	58,387	223,515
Commitments and Contingencies (Note 8)
Stockholders’ Equity (Note 3)
Preferred Stock, convertible, $.001 par value; 1,000 shares authorized; 1,000 issued and outstanding as of March 31, 2018 and December 31, 2017 , respectively	1	1
Common Stock $.001 par value 100,000,000 authorized; 41,460,204 and 40,817,870 issued and outstanding and 1,277,500 and 77,167 in escrow and not issued as of March 31, 2018 and December 31, 2017 , respectively	42,738	40,895
Joint venture equity
Additional paid-in capital	41,695,080	33,349,144
Retained deficit	(34,591,150)	(26,082,960)
Equity attributable to Green Spirit Industries Inc.	7,146,669	7,307,080
Non-controlling interest	663,593	0
Total Stockholders’ Equity	7,810,262	7,307,080
Total Liabilities and Stockholders’ Equity	$ 7,868,649	$ 7,530,595

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	41,460,204	40,817,870
Common stock, shares outstanding	41,460,204	40,817,870
Number shares held in escrow	1,277,500	77,167

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Revenues	$ 2,196
Cost of Goods Sold	821
Gross Profit	1,375
Operating expenses
Consulting Fees	316,833
General and administrative	405,837
Professional Fees	192,413
Stock based compensation (Note 3)
Consulting fees	7,295,000
Director fees	300,000
Total Stock based compensation	7,595,000
Total Operating Expenses	8,510,083
Loss from operations before provision for income taxes	(8,508,708)
Provision for income taxes
Net loss	(8,508,708)
Net loss attributable to non-controlling interest	(518)
Net loss attributable to Green Spirit Industries Inc.	$ (8,508,190)
Basic loss per share	$ (0.21)
Weighted average number of common shares outstanding	41,409,779

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Deficit [Member]	Non-Controlling Interest [Member]	Total
Balance at Dec. 31, 2017	$ 1	$ 40,895	$ 33,349,144	$ (26,082,960)		$ 7,307,080
Balance, shares at Dec. 31, 2017	1,000	40,895,037
Issuance of shares and warrants for cash		$ 155	465,345			465,500
Issuance of shares and warrants for cash, shares		155,167
Issuance of shares for services		$ 210	1,207,090			1,207,500
Issuance of shares for services, shares		210,000
Shares approved, not issued as of statement date		$ 1,278	6,386,222			$ 6,387,500
Shares approved, not issued as of statement date, shares		1,277,500				1,277,500
Shares issued for purchase of patents		$ 200	949,800			$ 950,000
Shares issued for purchase of patents, shares		200,000
Purchase of Spirulinex, LLC joint venture interest			(662,721)		662,721
Capital contributed by minority joint venturers					1,390	1,390
Net loss				(8,508,190)	(518)	(8,508,190)
Balance at Mar. 31, 2018	$ 1	$ 42,738	$ 41,695,080	$ (34,591,150)	$ 663,593	$ 7,810,262
Balance, shares at Mar. 31, 2018	1,000	42,737,704

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows from Operating Activities
Net loss	$ (8,508,708)
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities
Issuance of common stock for services	7,595,000
Changes in operating assets and liabilities:
Inventory	(45,108)
Prepaid expenses	(11,850)
Accounts Payable	(165,381)
Sales tax payable	253
Rent deposit	(1,200)
Net cash used in operating activities	(1,136,994)
Cash Flows from Investing Activities
Escrow, asset purchases	(1,434,500)
Fixed Assets	(85,024)
Patents	(400,000)
Construction in Progress	(342,995)
Net cash used in investing activities	(2,262,519)
Cash Flows from Financing Activities
Issuance of common stock and warrants	465,500
Cash contributed by minority joint venturers	1,390
Net cash provided by financing activities	466,890
Net increase in cash	(2,932,623)
Cash at beginning of period	6,758,018
Cash at end of period	3,825,395
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest
Income Taxes
Common stock issued for purchase of patents	950,000
Reclassification of Construction in Progress to Fixed Assets	$ 128,822

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. Nature of Operations Green Spirit Industries Inc. (“the Company”) is a Nevada corporation formed under the name Cyberspace Vita, Inc. (“Cyberspace”) on November 7, 2006. Cyberspace’s initial business plan was related to the online sale of vitamins and supplements. On May 11, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of Cyberspace (the “Shareholder”), Project 1493, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“1493”), and Peach Management, LLC (“Peach”) the sole member of 1493 (the “Member”), pursuant to which the Member transferred all of the outstanding membership interests of 1493 to the Company in exchange for 16,690,912 restricted shares of common stock of the Company (the “Exchange Shares”), warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $0.50 per share for a period of three (3) years from the date of issuance (the “Exchange Warrants”) and 1,000 shares of Series A Preferred Stock that grants the holders thereof fifty-one percent (51%) voting power (the “Preferred Shares” and together with the Exchange Shares, and the Exchange Warrants, the “Exchange Securities”). As a result of the Exchange Agreement, 1493 became a wholly-owned subsidiary of the Company, and the business of 1493 became the business of the Company. At the time of the Exchange Agreement, Cyberspace was not engaged in any business activity. The Company accounted for the acquisition of 1493 as a reverse merger and all prior periods presented are those of 1493. Project 1493, LLC (“1493”) was organized under the laws of the Commonwealth of Puerto Rico on March 17, 2017. The Company was formerly known as Grey Finland Advisors, LLC (“Grey”), which was organized under the laws of the Commonwealth of Puerto Rico on March 24, 2011, and has had no operations since that time. 1493 filed a Certificate of Restoration on March 17, 2017 and elected to change its name to Project 1493, LLC. Andalucia 511, LLC (“511”) was organized under the laws of the Commonwealth of Puerto Rico on March 19, 2018. 511 was formed for the purpose of purchasing the building at 51 McLeary, San Juan, Puerto Rico. Spirulinex, LLC (“Spirulinex”) was organized under the laws of the State of California on October 12, 2017 and had no operations since inception. On March 3, 2018, the Company entered into an operating agreement with Solunas Aqua Corp., a California corporation (“Solunas”). Spirulinex was formed as a joint venture between the Company and Solunas (the “Joint Venture”) for the purpose of carrying out the manufacturing cannabis and cannabinoid products for distribution in the State of California. Sunset Connect Oakland, LLC (“Sunset”) was organized under the laws of the State of California on December 13, 2017 and had no operations since inception. On March 26, 2018, the Company entered into an operating agreement with Sunset Connect SF, Inc. (formerly Happy VA Corp.), a California corporation (“Happy”). Sunset was formed as a joint venture between the Company and Happy for the purpose of carrying out the growing of cannabis for distribution in the State of California. Green Spirit Essentials, LLC (“GS Essentials”) was organized under the laws of the State of California on December 12, 2017 and had no operations since inception. On March 26, 2018, the Company entered into an operating agreement with Sunset Connect SF, Inc. (formerly Happy VA Corp.), a California corporation (“Happy”). Sunset was formed as a joint venture between the Company and Happy for the purpose of carrying out the extraction of cannabis oils for distribution in the State of California. Green Spirit Mendocino, LLC (“Mendocino”) was organized under the laws of the State of California on December 8, 2017 and had no operations since inception. The Company entered into an operating agreement with Mendocino on March 26, 2018. The Company is the sole member of Mendocino. Mendocino had no operations during the quarter ended March 31, 2018. On March 7, 2018, Mendocino entered into an asset purchase agreement with a third-party seller, pursuant to which Mendocino acquired all of the assets relating to a retail cannabis business in Point Arena, Mendocino County, California for total cash consideration of $350,000. 138 Main Street PA, LLC (“138 Main”) was organized under the laws of the State of California on March 16, 2018. 138 Main was formed for the purpose of purchasing the building at 138 Main Street, Point Arena, California. Upon the closing of the purchase, 138 Main will lease the building to Green Spirit Mendocino. The Company is in the business of acquiring, developing and operating medical cannabis dispensaries throughout Puerto Rico and cannabis related businesses in California. To date, the Company has acquired a ll of the legal rights, permits, licenses, leasing contracts and assets of pre-qualified medical cannabis dispensaries pursuant to three Final Purchasing Agreements (“FPA”). (Note 6). The Company began operations in one dispensary in Puerto Rico on March 28, 2018 and on April 2, 2018 in Point Arena, California.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the consolidated financial position and results of its operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth in Form 10-K filed with the Securities and Exchange Commission on April 17, 2018. Principles of Consolidation The consolidated financial statements through March 31, 2018 include the accounts of the Company and the following entities, all of which have fiscal year ends of December 31(Note 1): ● 100% owned subsidiary, Project 1493, LLC; ● 100% owned subsidiary, Andalucia 511, LLC; ● 51% majority-owned subsidiary, Spirulinex, LLC; ● 55% majority-owned subsidiary, Sunset Connect Oakland, LLC; ● 55% majority-owned subsidiary, Green Spirit Essentials, LLC; ● 100% owned subsidiary, Green Spirit Mendocino, LLC; and ● 100% owned subsidiary, 138 Main Street PA, LLC. Use of Estimates and Assumptions The preparation of the consolidated financial statements that are in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Cash and cash equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months at purchase or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. At March 31, 2018 the Company had $3,049,000 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. Cash held in escrow, in the name of the Company, is held by Sichenzia Ross Ference Kesner (“Sichenzia”). The escrow account was established to hold the deposits from the sale of common stock and hold funds for businesses under letters of intents to purchase. There are no restrictions on the funds held by Sichenzia on the Company’s behalf. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. It is effective for annual and interim reporting periods beginning after December 15, 2017. The new standard did not have a material impact on our consolidated financial position and consolidated results of operations, as this guideline does not change the manner or timing of recognizing revenue on a majority of our revenue transactions. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end customer. Other revenues, primarily rents, do not compromise a material amount of the Company’s net sales. Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. See Note 3. Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was organized under the laws of the State of Nevada, and therefore will be taxed at statutory U.S. federal corporate income tax rates. Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect of being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,038,462. (Note 3). Recent Accounting Pronouncements As of March 31, 2018 and through May 21, 2018, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard will be effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position, but we do not expect it to have a material impact on our results of operations.

Equity

Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Equity	3. Equity Authorized and Outstanding Capital Stock The Company has authorized 100,000,000 shares of common stock, par value $0.001, of which 41,460,204 are currently issued and outstanding; an additional 1,277,500 shares were approved but not issued. The Company currently has 9,999,000 shares of “blank check” preferred stock, and 1,000 shares of Series A Preferred Stock which are issued and outstanding. Common Stock The holders of common stock are entitled to one vote per share. In addition, the holders of the common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future. The following table illustrates the common stock transactions for the three months ended March 31, 2018: Preferred Common Category Shares Shares Cash, common shares 0 155,167 Services, approved but not issued 0 1,277,500 Patents 200,000 Services 0 210,000 Total 0 2,384,268 On January 22, 2018, the Company authorized the issuance of 200,000 shares of common stock at $5.75 to Thomas Gingerich, Chief Financial Officer, for services rendered to the Company. On January 22, 2018, the Company authorized the issuance of 10,000 shares of common stock at $5.75 to John Grainer for services rendered to the Company. On March 3, 2018, the Company authorized the issuance of 200,000 shares of common stock at $5.70 to Spirulinex, LLC for the purchase of patents and patent rights. On March 12, 2018, the Company authorized the issuance of 600,000 shares of common stock at $5.00 to Peach Management, LLC for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 300,000 shares of common stock at $5.00 to Les Ball for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 300,000 shares of common stock at $5.00 to Tom Gingerich for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 30,000 shares of common stock at $5.00 to Harlan Ribnik for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 30,000 shares of common stock at $5.00 to Steve Farkas for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 10,000 shares of common stock at $5.00 to GP Consulting, LLC for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 1,000 shares of common stock at $5.00 to Josh Gottsegan for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 1,000 shares of common stock at $5.00 to Patrick Kliesch for services rendered to the Company. On March 12, 2018, the Company authorized the issuance of 5,500 shares of common stock at $5.00 to Alexis Colon for services rendered to the Company. Series A Preferred Stock The holder of Series A Preferred Stock shall have full voting rights and shall vote together as a single class with the holders of the Company’s common stock. The holder of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding. In addition, the Company is prohibited from issuing any other class of preferred stock without first obtaining the prior approval of the holders of Series A Preferred Stock. All Series A Preferred stock issued and outstanding is held by Peach Management, LLC. Blank Check Preferred Stock The board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the common stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Warrants As of March 31, 2018, the Company had outstanding warrants to purchase 6,038,462 shares of common stock (the “ Warrants The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with guidance in ASC Topic 718, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. All of the outstanding warrants granted were fully vested on the grant date. Board of Directors On February 12, 2018, the Board increased the size of the Board by two (2) members and to appoint the following individuals to serve as directors of the Corporation, Harlan R. Ribnik, MD and Steven Farkas. In connection with the appointment of Mr. Farkas, the Board authorized to pay Mr. Farkas compensation as a member of the Board of the Corporation as follows: (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter. In connection with the appointment of Dr. Ribnik, the Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee of shares of the Corporation’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter. 2018 Stock Offering On February 23, 2018, the Company entered into a subscription agreement (the “February Agreement”) with selected accredited investors (each, an “Investor” and collectively, the “Investors”). Pursuant to the terms of the February Agreement, the Company sold in a private placement (the “February Offering”) an aggregate of 155,167 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit. The Offering resulted in $465,500 total gross proceeds. Each Unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) one (1) warrant to purchase shares of the Company’s common stock (each, a “Warrant” and together with the Units, Shares and the common stock issuable upon exercise of the Warrants (the “Warrant Shares”), collectively, the “Securities”). Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price per share equal to $6.00 per share, subject to adjustment as provided in the Warrant agreement.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	4. Income Taxes Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Construction in Progress

Construction in Progress	3 Months Ended
	Mar. 31, 2018
Fixed Assets
Construction in Progress	5. Construction in progress On June 8, 2017, the Company entered into construction contracts for the construction and build-out of two dispensaries for the Carolina and Dorado locations for $123,700 and $100,075, respectively. On August 14, 2017 the Company entered into a construction contract for the construction and build-out of a dispensary for the Andalucia location for $117,200. On October 4, 2017 the Company entered into a construction contract for the construction and build-out of a dispensary for the Fajardo location for $127,600. As of March 31, 2018, the Company has paid $455,800 on interim payment applications to the contractor. The construction at the Dorado location was completed March 24, 2018; and the construction was completed at Carolina and Andalucia on May 14, 2018. The construction on the Fajardo location began on March 15, 2018 and is anticipated to be completed by May 31, 2018.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	6. Related Party Transactions The Company entered into Consulting Agreements with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) effective as of January 1, 2018. The CEO will be paid $20,000 per month plus expenses and the CFO will be paid $17,500 per month plus expenses. The two officers performed their executive and financial duties for the Company since March 17, 2017. During the quarter ended March 31, 2018, the CEO and CFO were paid $65,000 and $47,500, respectively. On March 9, 2018, the Company entered into a consulting agreement effective January 1, 2018 with Peach Management LLC (“Peach”), pursuant to which Peach shall provide certain consulting services relating to the execution of the Company’s business plan. In consideration of Peach’s services, the Company agrees to pay to Peach an amount of $10,000 per month, payable in accordance with the Company’s standard practices. On March 12, 2018 the Board of Directors increased the amount payable monthly to $25,000 to Peach. During the quarter ended March 31, 2018, Peach was paid $65,000.

Patents

Patents	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	7. Patents The Operating Agreement which governs the terms of Spirulinex, includes among other things, the requirement that the Company contribute to Spirulinex an aggregate of 200,000 shares of common stock, par value $0.001 per share; the Company contribute to Spirulinex a total of $350,000 to fund the Business; and Solunas Aqua Corp. enter into an IP assignment agreement and IP purchase agreement with Spirulinex for all intellectual property and provisional patents relating to the Business. The Company has applied for patents which it believes are a new, original and ornamental design for Oral Consumable Flakes. The patents use the methods of preparing solulizable encapsulated plant-based compositions.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8 . Commitments and Contingencies Term Sheet – Mythic Cuts, Inc. On October 27, 2017, the Company entered into a Term Sheet with Mythic Cuts, Inc. (“Mythic”) to form a limited liability company (“LLC”) for the purpose of operating within the cannabis industry. The LLC will be named Mythic Cuts Oakland, LLC (“Mythic Oakland”), which the Company and Mythic intend to operate as a cannabis cloning company. It is contemplated that Mythic Oakland will enter into a lease or sub-lease agreement with the Company in Oakland, California. The Company will own 51% of the Membership Interests for a purchase price of $1,600,000. Closing was be subject to satisfactory completion by GSRX of due diligence and upon the delivery of certain corporate and financial information reasonably requested by GSRX from Mythic. As of February 3, 2018, the Company determined not to proceed with the Mythic transaction. Long Term Supply Agreement On April 18, 2017 the Company entered into a long term supply agreement (“Supply Agreement”) to purchase flower and manufactured products for the dispensaries upon approval of the appropriate licensing by the Puerto Rico Department of Health. Pursuant to the terms of the Supply Agreement, the Company agreed to purchase at least 50% of all flower and manufactured products to be sold in the dispensaries owned by the Company or its affiliates. The Supply Agreement has a term of ten years from the moment of its coming into effect. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. Option to Purchase Building On February 27, 2018, Project 1493, LLC remitted $50,000 in the form of an option to purchase a building located at 51 McLeary Street in San Juan, Puerto Rico. The option gives the Company an exclusive ninety day option to purchase the building for $1,150,000, which can be executed by written consent, specifying the closing date. The cost of the building was placed in escrow as of March 31, 2018 in anticipation of the purchase, which closed on May 2, 2018. The Company will continue to lease the property to the current tenant, a medical cannabis dispensary under the current lease which expires January 31, 2021. Bayamon Lease On March 14, 2018, Project 1493, LLC entered into an operating lease for the building located at A-15 Acacia Street, Avenida Lomas Verdes, Bayomon, Puerto Rico for five years beginning March 12, 2018 and ending March 11, 2023; with an initial term of ninety days to obtain all of the permits required to operate a medical cannabis dispensary. The initial three months lease obligation will be $2,099 per month and $3,000 for the next nine months. Subsequently, the monthly lease obligation will increase $100 per month for the remaining four years. The lease is triple net, as all utilities, insurance and taxes will be paid by Project 1493. 138 Main Street PA, LLC and lease On March 19, 2018, the Company organized 138 Main Street PA, LLC (“138”) to hold certain real property, located at 138 Main Street, Point Arena, California. On March 7, 2018 the Company entered into an agreement to purchase the building at 138 Main Street, Point Arena, California. On March 28, 2018 the Company deposited $19,500 into escrow per the requirements of the contract to purchase the building. The Company entered into a sixty day lease until the purchase transaction can be completed. Risk of Prosecution for Cannabis-Related Companies A company that is connected to the marijuana industry must be aware that cannabis-related companies may be at risk of federal, and perhaps state, criminal prosecution. The Department of Treasury recently issued guidance noting: “The Controlled Substances Act” (“CSA”) makes it illegal under federal law to manufacture, distribute, or dispense cannabis. Many states impose and enforce similar prohibitions. As of March 31, 2018 and May 21, 2018, the Company has not been notified of any pending investigations regarding its planned business activities, and is not currently involved in any such investigations with any regulators.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	9. Subsequent Events Purchase of The Green Room On March 7, 2018, the Company, through its wholly-owned subsidiary, GS Mendocino, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Coastal Patient Network d/b/a The Green Room Wellness Center (the “Seller”), pursuant to which GS Mendocino will acquire all of the assets relating to a retail cannabis business in Point Arena, Mendocino County, California (the “Retail Business”) for total cash consideration of $350,000 (the “Purchase Price”), subject to certain closing conditions. Pursuant to the Asset Purchase Agreement, GS Mendocino will purchase certain assets from the Seller, effective upon satisfaction of certain closing conditions, cash and cash equivalents, equipment, inventory, supplies, receivables, trade names, and certain intangible assets of the business. GS Mendocino will not acquire certain intangible assets nor will it assume any of the Seller’s liabilities. The Asset Purchase Agreement contains customary representations and considerations of each of the parties. The final installment payment for the purchase was paid on April 26, 2018. The dispensary became fully operational on April 2, 2018. In connection with the Asset Purchase Agreement, on March 7, 2018, GS Mendocino entered into a short-term lease with the landlord of the building where the Retail Business operates. The lease agreement provides for a term of sixty (60) days, which may be extended for up to an additional thirty (30) days, during which time GS Mendocino and the landlord will negotiate more definitive terms of the arrangement. In addition, GS Mendocino will make lease payments in the amount of $1,200 per month. Coinciding with the lease, the Company through its wholly-owned subsidiary 138 Main Street PA, LLC, entered into a contract on March 1, 2018 to purchase the building for $195,000. The Green Room currently occupies the building. The Company transferred $19,500 into an escrow account on execution of the contract, and will pay the remaining $175,500 at the closing date, which is to be determined. (Note 7). Letter of Intent – Progressive Collectives, LLC On January 26, 2018, the Company entered into a letter of intent with Progressive Collectives, LLC (“Progressive”), pursuant to which Progressive would sell and transfer the assets of a cannabis dispensary business, and the Company would purchase and assume the assets of such cannabis dispensary business, subject to the terms and conditions of the letter of intent with Progressive. Subject to a satisfactory due diligence investigation by the Company, and entry into a definitive agreement by and among the parties, the anticipated closing date of the proposed transaction shall be on or before February 2, 2018, subject to the right of the Company to extend such time for a period of forty-five days thereafter in the event the Company requires additional time to conduct its due diligence investigation. The Company and Progressive have signed extensions of time to complete the due diligence, the most recent one on March 23, 2018, extending the period for due diligence until ten days after Progressive files its 2017 Federal income tax return. April 2018 Stock Offering On April 11, 2018, the Company entered into a subscription agreement (the “April Agreement”) with selected accredited investors (each, an “Investor” and collectively, the “Investors”). Pursuant to the terms of the April Agreement, the Company sold in a private placement (the “April Offering”) at a purchase price of $3.50 per share. The Offering will terminate on May 21, 2018. 570 Bryant Street, San Francisco, CA lease On April 13, 2018, Spirulinex, LLC entered into an operating lease for the 4,500 square foot building located at 570 Bryant Street, San Francisco, CA for five years beginning May 1, 2018 and ending April 30, 2023. Upon execution of the lease, Spirulinex will pay $110,000 for May, 2018 rent and $95,000 security deposit. During the 2-4 th Non – Executive Board Advisory Consultant Appointments On April 17, 2018, the Board of Directors (the “Board”) of the Company appointed Luis F. Toledo-Bayouth and Juan Bauzá Salas as non-executive board advisory consultants. In this capacity, Messrs. Toledo-Bayouth and Salas will each provide support and strategic advice to the Company in identifying new business opportunities and expanding its operations in Puerto Rico. As consideration for Mr. Toledo-Bayouth’s services, the Company has agreed to issue him 5,000 restricted shares of common stock, par value $0.001 per share, payable quarterly, subject to his continuous service as a board advisory consultant. In consideration for Mr. Salas’ services, the Company has agreed to pay him (i) $3,000 cash fee payable monthly, commencing immediately; and (ii) 5,000 restricted shares of common stock, par value $0.001 per share, of the Corporation, payable quarterly, subject to his continuous service as a board advisory consultant. 685 85 th On May 3, 2018, The Company’s majority-owned subsidiary, Sunset Connect Oakland, LLC (“ Sunset Connect Sublease CPLEX th Sublease Premises The Sublease provides for a term of five (5) years (the “ Term Commencement Date Expiration Date Pursuant to the Sublease, Sunset Connect will pay CPLEX an initial monthly base rent of approximately $56,250, or an annual base rent of approximately $675,000, which will increase annually by approximately four percent (4.0%), plus additional monthly fees to cover Sunset Connect’s share of certain operating expenses relating to the Sublease Premises, including utilities, property taxes, insurance, maintenance and security. In connection with the execution of the Sublease, Sunset Connect delivered to CPLEX a cash security deposit in the amount of $112,500 to be held as security for the full and faithful performance by Sunset Connect of the terms, covenants and conditions of the Sublease. In addition, Sunset Connect paid an advance of the first three (3) months of rent in the amount of $168,750. The Sublease contains customary default provisions. If Sunset Connect fails to cure a breach of any of its obligations within specified time periods, the Sublease can be terminated. Sunset Connect may not assign or further sublease all or any part of the Sublease Premises.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the consolidated financial position and results of its operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth in Form 10-K filed with the Securities and Exchange Commission on April 17, 2018.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements through March 31, 2018 include the accounts of the Company and the following entities, all of which have fiscal year ends of December 31(Note 1): ● 100% owned subsidiary, Project 1493, LLC; ● 100% owned subsidiary, Andalucia 511, LLC; ● 51% majority-owned subsidiary, Spirulinex, LLC; ● 55% majority-owned subsidiary, Sunset Connect Oakland, LLC; ● 55% majority-owned subsidiary, Green Spirit Essentials, LLC; ● 100% owned subsidiary, Green Spirit Mendocino, LLC; and ● 100% owned subsidiary, 138 Main Street PA, LLC.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of the consolidated financial statements that are in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.
Cash and Cash Equivalents	Cash and cash equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months at purchase or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. At March 31, 2018 the Company had $3,049,000 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. Cash held in escrow, in the name of the Company, is held by Sichenzia Ross Ference Kesner (“Sichenzia”). The escrow account was established to hold the deposits from the sale of common stock and hold funds for businesses under letters of intents to purchase. There are no restrictions on the funds held by Sichenzia on the Company’s behalf.
Revenue Recognition	Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. It is effective for annual and interim reporting periods beginning after December 15, 2017. The new standard did not have a material impact on our consolidated financial position and consolidated results of operations, as this guideline does not change the manner or timing of recognizing revenue on a majority of our revenue transactions. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end customer. Other revenues, primarily rents, do not compromise a material amount of the Company’s net sales.
Share Based Compensation	Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. See Note 3.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes	Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was organized under the laws of the State of Nevada, and therefore will be taxed at statutory U.S. federal corporate income tax rates.
Basic Earnings Per Share	Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect of being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,038,462. (Note 3).
Recent Accounting Pronouncements	Recent Accounting Pronouncements As of March 31, 2018 and through May 21, 2018, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard will be effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position, but we do not expect it to have a material impact on our results of operations.

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Schedule of Common Stock Transactions	The following table illustrates the common stock transactions for the three months ended March 31, 2018: Preferred Common Category Shares Shares Cash, common shares 0 155,167 Services, approved but not issued 0 1,277,500 Patents 200,000 Services 0 210,000 Total 0 2,384,268

Nature of Operations (Details N

Nature of Operations (Details Narrative) - USD ($)	Mar. 07, 2018	May 11, 2017
Series A Preferred Stock [Member]
Number of preferred stock shares grants during period		1,000
Share Exchange Agreement [Member]
Number of exchange for restricted shares of common stock		16,690,912
Maximum number of warrants to purchase of common stock shares		3,000,000
Exercise price of warrant		$ 0.50
Issuance of exchange warrants term		3 years
Voting percentage		51.00%
Asset Purchase Agreement [Member]
Cash consideration	$ 350,000

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)shares
Liquid investments maturity, period	3 months
Excess of FDIC depository insurance coverage | $	$ 3,049,000
Potentially dilutive securities | shares	6,038,462
Project 1493, LLC [Member]
Ownership percentage	100.00%
Andalucia 511, LLC [Member]
Ownership percentage	100.00%
Spirulinex, LLC [Member]
Ownership percentage	51.00%
Sunset Connect Oakland, LLC [Member]
Ownership percentage	55.00%
Green Spirit Essentials, LLC [Member]
Ownership percentage	55.00%
Green Spirit Mendocino, LLC [Member]
Ownership percentage	100.00%
138 Main Street PA, LLC [Member]
Ownership percentage	100.00%

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	Mar. 12, 2018	Mar. 03, 2018	Feb. 23, 2018	Feb. 12, 2018	Jan. 22, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock, shares authorized						100,000,000	100,000,000
Common stock, par value						$ 0.001	$ 0.001
Common stock, shares issued						41,460,204	40,817,870
Common stock, shares outstanding						41,460,204	40,817,870
Shares approved, not issued as of statement date, shares						1,277,500
Preferred stock, shares authorized						1,000	1,000
Preferred stock, shares issued						1,000	1,000
Preferred stock, shares outstanding						1,000	1,000
Subscription Agreement [Member]
Common stock, par value			$ 0.001
Exercise price of warrant			$ 6
Warrant term			3 years
Aggregate units of shares issued			155,167
Sales unit price			$ 3
Total gross proceeds of shares issued			$ 465,500
Warrant to purchase shares of common stock			1
Spirulinex, LLC [Member]
Common stock, par value						$ 0.001
Number of commons tock authorized to issuance		200,000
Shares issued price per share		$ 5.70
Peach Management, LLC [Member]
Number of commons tock authorized to issuance	600,000
Shares issued price per share	$ 5
GP Consulting, LLC [Member]
Number of commons tock authorized to issuance	10,000
Shares issued price per share	$ 5
Thomas Gingerich [Member]
Number of commons tock authorized to issuance					200,000
Shares issued price per share					$ 5.75
John Grainer [Member]
Number of commons tock authorized to issuance					10,000
Shares issued price per share					$ 5.75
Les Ball [Member]
Number of commons tock authorized to issuance	300,000
Shares issued price per share	$ 5
Tom Gingerich [Member]
Number of commons tock authorized to issuance	300,000
Shares issued price per share	$ 5
Harlan Ribnik [Member]
Number of commons tock authorized to issuance	30,000
Shares issued price per share	$ 5
Steve Farkas [Member]
Number of commons tock authorized to issuance	30,000
Shares issued price per share	$ 5
Josh Gottsegan [Member]
Number of commons tock authorized to issuance	1,000
Shares issued price per share	$ 5
Patrick Kliesch [Member]
Number of commons tock authorized to issuance	1,000
Shares issued price per share	$ 5
Alexis Colon [Member]
Number of commons tock authorized to issuance	5,500
Shares issued price per share	$ 5
Mr. Farkas [Member]
Common stock, par value				$ 0.001
Monthly fee				$ 1,000
Compensation description				(i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter.
Dr. Ribnik [Member]
Compensation description				The Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee of shares of the Corporation’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter.
Series A Preferred Stock [Member]
Preferred stock, shares issued						1,000
Preferred stock, shares outstanding						1,000
Preferred stock, voting percentage						51.00%
Blank Check [Member]
Preferred stock, shares authorized						9,999,000
Warrants [Member]
Exercise price of warrant						$ 0.50
Outstanding warrants to purchase						6,038,462
Warrant term						3 years

Equity - Schedule of Common Sto

Equity - Schedule of Common Stock Transactions (Details)	3 Months Ended
	Mar. 31, 2018shares
Preferred Shares [Member]
Cash, common shares	0
Services, approved but not issued	0
Services	0
Total	0
Common Shares [Member]
Cash, common shares	155,167
Services, approved but not issued	1,277,500
Patents	200,000
Services	210,000
Total	2,384,268

Construction in Progress (Detai

Construction in Progress (Details Narrative) - USD ($)	Oct. 04, 2017	Aug. 14, 2017	Jun. 08, 2017	Mar. 31, 2018
Payment to contractor				$ 455,800
Construction is estimated to be completed				The construction at the Dorado location was completed March 24, 2018; and the construction was completed at Carolina and Andalucia on May 14, 2018. The construction on the Fajardo location began on March 15, 2018 and is anticipated to be completed by May 31, 2018.
Carolina [Member]
Construction contracts			$ 123,700
Dorado [Member]
Construction contracts			$ 100,075
Andalucia [Member]
Construction contracts		$ 117,200
Fajardo [Member]
Construction contracts	$ 127,600

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 12, 2018	Mar. 09, 2018	Mar. 31, 2018	Jan. 02, 2018
Peach Management, LLC [Member]
Compensation paid			$ 65,000
Chief Executive Officer [Member]
Compensation paid			65,000
Chief Financial Officer [Member]
Compensation paid			$ 47,500
Consulting Agreements [Member] | Peach Management, LLC [Member]
Payments of related party	$ 25,000	$ 10,000
Consulting Agreements [Member] | Chief Executive Officer [Member]
Related party will be paid plus expenses				$ 20,000
Consulting Agreements [Member] | Chief Financial Officer [Member]
Related party will be paid plus expenses				$ 17,500

Patents (Details Narrative)

Patents (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.001	$ 0.001
Shares issued for purchase of patents	$ 950,000
Spirulinex, LLC [Member]
Shares issued for purchase of patents, shares	200,000
Common stock, par value	$ 0.001
Shares issued for purchase of patents	$ 350,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Mar. 14, 2018	Feb. 27, 2018	Apr. 18, 2017	Mar. 31, 2018	Mar. 28, 2018	Oct. 27, 2017
Long term supply agreement, description			Pursuant to the terms of the Supply Agreement, the Company agreed to purchase at least 50% of all flower and manufactured products to be sold in the dispensaries owned by the Company or its affiliates. The Supply Agreement has a term of ten years from the moment of its coming into effect.. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement.
Purchase the building		$ 1,150,000
Lease expiration date		Jan. 31, 2021
Mythic Cuts, Inc [Member]
Membership interest percentage						51.00%
Purchase price						$ 1,600,000
Project 1493, LLC [Member]
Membership interest percentage				100.00%
Purchase the building		$ 50,000
Lease obligation remaining term	The monthly lease obligation will increase $100 per month for the remaining four years.
Increased monthly lease obligation value for remaining four years	$ 100
Project 1493, LLC [Member] | Initial Three Months Lease [Member]
Initial three months lease obligation	2,099
Project 1493, LLC [Member] | Next Nine Months Lease [Member]
Initial three months lease obligation	$ 3,000
138 Main Street PA, LLC [Member]
Escrow deposit					$ 19,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	May 03, 2018USD ($)ft²	Apr. 17, 2018USD ($)$ / sharesshares	Apr. 13, 2018USD ($)ft²	Apr. 11, 2018$ / shares	Mar. 07, 2018USD ($)	Mar. 01, 2018USD ($)	Feb. 27, 2018USD ($)	May 30, 2018USD ($)	Mar. 31, 2018USD ($)$ / shares	Feb. 23, 2018$ / shares	Dec. 31, 2017$ / shares
Purchase the building							$ 1,150,000
Common stock, par value | $ / shares									$ 0.001		$ 0.001
Lease expiration date							Jan. 31, 2021
Spirulinex, LLC [Member]
Common stock, par value | $ / shares									$ 0.001
Asset Purchase Agreement [Member]
Payments for consideration					$ 350,000
Lease term					60 days
Additional lease term extended					30 days
Lease payments per month					$ 1,200
138 Main Street PA, LLC [Member]
Purchase the building						$ 195,000
Transferred into an escrow account						$ 19,500			$ 175,500
Subscription Agreement [Member]
Sales unit price | $ / shares										$ 3
Common stock, par value | $ / shares										$ 0.001
Subsequent Event [Member]
Rent expense	$ 168,750
Subsequent Event [Member] | Spirulinex, LLC [Member]
Area of land | ft²			4,500
Rent expense								$ 110,000
Security deposit			$ 95,000
Lease obligation			15,000
Increased monthly lease obligation value for remaining four years			$ 1,000
Lease obligation remaining term			5 years
Subsequent Event [Member] | Sunset Connect Oakland, LLC [Member]
Area of land | ft²	25,000
Rent expense	$ 675,000
Security deposit	$ 112,500
Lease description	The Sublease provides for a term of five (5) years (the “Term”), commencing on May 1, 2018 (the “Commencement Date”) and ending on the fifth anniversary of the Commencement Date (the “Expiration Date”), unless sooner terminated in accordance with the terms of the Sublease. On the Expiration Date, Sunset Connect shall have the option to renew the Sublease for an additional term of two (2) years and eleven (11) months, with such additional term expiring on March 30, 2026.
Lease expiration date	Mar. 30, 2026
Monthly base rent	$ 56,250
Increase in rent percentage	4.00%
Subsequent Event [Member] | Juan Bauza Salas [Member]
Payments for consideration		$ 3,000
Number of restricted stock shares issued | shares		5,000
Common stock, par value | $ / shares		$ 0.001
Subsequent Event [Member] | Toledo-Bayouth [Member]
Number of restricted stock shares issued | shares		5,000
Common stock, par value | $ / shares		$ 0.001
Subsequent Event [Member] | Subscription Agreement [Member] | Accredited Investors [Member]
Sales unit price | $ / shares				$ 3.50
Offering termination				May 21, 2018