Trees (CANN) 10-Q 9 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	TREES CORPORATION
Entity Central Index Key	0001477009
Entity File Number	000-54457
Entity Tax Identification Number	90-1072649
Entity Incorporation, State or Country Code	CO
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	215 Union Boulevard
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228
Entity Phone Fax Numbers [Line Items]
City Area Code	(303)
Local Phone Number	759-1300
Entity Listings [Line Items]
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		108,746,520

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 383,029	$ 969,676
Accounts receivable, net of allowance of $53,098 and $42,000, respectively	191,441	111,863
Inventories, net	1,020,306	860,918
Prepaid expenses and other current assets	197,758	411,911
Total current assets	1,792,534	2,354,368
Right-of-use operating lease asset	1,724,897	1,979,833
Property and equipment, net	1,277,900	1,395,104
Intangible assets, net	1,377,440	1,637,491
Goodwill	15,880,097	15,880,097
Total assets	22,052,868	23,246,893
Current liabilities
Accounts payable and accrued expenses	2,522,589	2,617,536
Interest payable	1,961,350	1,570,077
Income tax payable	1,719,835	392,765
Operating lease liability, current	843,229	846,201
Finance lease liability, current	84,746	205,400
Accrued stock payable	60,900	60,900
Accrued dividends	123,900	106,200
Warrant derivative liability		4,716
Accrued legal fees	72,000	102,000
Notes payable - current	157,763	1,092,382
Contingent Earnout Liability		367,056
Total current liabilities	7,546,312	7,365,233
Operating lease liability, non-current	996,525	1,218,392
Finance lease liability, non-current	586,722	501,248
Notes payable - non-current (net of unamortized discount)	15,037,637	14,013,861
Total liabilities	24,167,196	23,098,734
Commitments and contingencies (Note6)
Stockholders’ equity (deficit)
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively	1,073,446	1,073,446
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively	108,746	108,746
Additional paid-in capital	99,729,914	99,450,307
Accumulated deficit	(103,026,434)	(100,484,340)
Total stockholders’ equity (deficit)	(2,114,328)	148,159
Total liabilities and stockholders’ equity (deficit)	$ 22,052,868	$ 23,246,893

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance (in Dollars)	$ 53,098	$ 42,000
Preferred stock, par value (in dollars per share) (in Dollars per share)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1,180	1,180
Preferred stock, shares outstanding	1,180	1,180
Common stock, par value (in dollars per share) (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	108,746,520	108,746,520
Common stock, shares outstanding	108,746,520	108,746,520

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Total revenue	$ 3,689,122	$ 5,097,994	$ 7,375,003	$ 10,208,613
Costs and expenses
Cost of sales	1,687,442	3,230,777	3,876,537	6,288,491
Selling, general and administrative	1,333,836	2,485,751	2,779,088	4,781,991
Stock-based compensation		18,054	14,968	45,450
Professional fees	237,135	543,566	560,708	1,151,110
Depreciation and amortization	216,907	290,579	407,248	583,421
Total costs and expenses	3,475,320	6,568,727	7,638,549	12,850,463
Operating income (loss)	213,802	(1,470,733)	(263,546)	(2,641,850)
Other income (expenses)
Amortization of debt discount	(174,305)	(220,077)	(294,635)	(401,754)
Interest expense	(457,172)	(716,728)	(1,010,915)	(1,166,039)
Gain on derivative liability	3,223	3,912	4,716	5,219
Gain on contingent earnout	469,907		367,056
Loss on sale of assets		(2,400)		(2,400)
Other income		369,871		369,871
Total other income (expenses)	(158,347)	(565,422)	(933,778)	(1,195,103)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
Provision for income taxes	(1,190,087)		(1,327,070)	(85,736)
Loss from operations	(1,134,632)	(2,036,155)	(2,524,394)	(3,922,689)
Accrued preferred stock dividend			(17,700)	(17,700)
Net loss attributable to common stockholders	$ (1,134,632)	$ (2,036,155)	$ (2,542,094)	$ (3,940,389)
Basic and diluted loss per common share
Net loss attributable to common stockholders’ per share (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Basic and diluted weighted average common shares outstanding (in Shares)	108,746,520	118,664,094	108,746,520	118,664,094
Retail sales
Revenue
Revenue	$ 3,689,122	$ 5,079,564	$ 7,375,003	$ 10,190,183
Cultivation sales
Revenue
Revenue		$ 18,430		$ 18,430

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net loss attributable to common stockholders per share diluted	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding diluted	108,746,520	118,664,094	108,746,520	118,664,094

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (2,524,394)	$ (3,922,689)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount and equity issuance costs	294,635	401,754
Depreciation and amortization	356,232	583,421
Amortization of right of use lease assets	51,016
Non-cash lease expense	254,936	40,829
Bad debt expense	12,098
Loss (gain) on disposal of property and equipment		2,400
Loss (gain) on contingent earnout	(367,056)
Loss (gain) on derivative liability	(4,716)	(5,219)
Stock-based compensation	14,968	45,450
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(91,676)	(72,679)
Prepaid expenses and other assets	214,153	(20,472)
Inventories	(159,388)	(262,574)
Income taxes	1,327,070	85,742
Accounts payable, accrued liabilities, and interest payable	266,328	2,243,767
Operating lease liabilities	(224,839)	(3,035)
Net cash used in operating activities	(580,633)	(883,305)
Cash flows from investing activities
Purchase of property and equipment	(29,994)	(10,732)
Acquisition of Station 2 assets		(256,582)
Net cash used in investing activities	(29,994)	(267,314)
Cash flows from financing activities
Payments on notes payable	(440,840)	(705,599)
Payments on finance lease	(35,180)	(83,647)
Proceeds from notes payable	500,000
Net cash (used in) provided by financing activities	23,980	(789,246)
Net decrease in cash and cash equivalents	(586,647)	(1,939,865)
Cash and cash equivalents, beginning of period	969,676	2,583,833
Cash and cash equivalents, end of period	383,029	643,968
Supplemental schedule of cash flow information
Cash paid for interest	615,974	673,695
Cash paid for taxes	6,319	6
Non-cash investing & financing activities
Operating lease right-of-use asset obtained in exchange for new operating lease liabilities		348,825
Non-cash debt issuance for acquisition of Station 2 assets		333,953
Accrued dividends	17,700	17,700
Non-cash extinguishment of debt for Trees MLK Assets	$ 264,639

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 1,073,446	$ 118,664	$ 98,598,761	$ (93,384,382)	$ 6,406,489
Balance (in Shares) at Dec. 31, 2022	1,180	118,664,094
Share-based compensation			45,450		45,450
Dividend on Preferred Stock				(17,700)	(17,700)
Net loss				(3,922,689)	(3,922,689)
Balance at Jun. 30, 2023	$ 1,073,446	$ 118,664	98,644,211	(97,324,771)	2,511,550
Balance (in Shares) at Jun. 30, 2023	1,180	118,664,094
Balance at Mar. 31, 2023	$ 1,073,446	$ 118,664	98,626,157	(95,288,616)	4,529,651
Balance (in Shares) at Mar. 31, 2023	1,180	118,664,094
Share-based compensation			18,054		18,054
Net loss				(2,036,155)	(2,036,155)
Balance at Jun. 30, 2023	$ 1,073,446	$ 118,664	98,644,211	(97,324,771)	2,511,550
Balance (in Shares) at Jun. 30, 2023	1,180	118,664,094
Balance at Dec. 31, 2023	$ 1,073,446	$ 108,746	99,450,307	(100,484,340)	148,159
Balance (in Shares) at Dec. 31, 2023	1,180	108,746,520
Share-based compensation			14,968		14,968
Capital contribution related to the forgiveness of the Trees MLK Note			264,639		264,639
Dividend on Preferred Stock				(17,700)	(17,700)
Net loss				(2,524,394)	(2,524,394)
Balance at Jun. 30, 2024	$ 1,073,446	$ 108,746	99,729,914	(103,026,434)	(2,114,328)
Balance (in Shares) at Jun. 30, 2024	1,180	108,746,520
Balance at Mar. 31, 2024	$ 1,073,446	$ 108,746	99,465,275	(101,891,802)	(1,244,335)
Balance (in Shares) at Mar. 31, 2024	1,180	108,746,520
Share-based compensation
Capital contribution related to the forgiveness of the Trees MLK Note			264,639		264,639
Net loss				(1,134,632)	(1,134,632)
Balance at Jun. 30, 2024	$ 1,073,446	$ 108,746	$ 99,729,914	$ (103,026,434)	$ (2,114,328)
Balance (in Shares) at Jun. 30, 2024	1,180	108,746,520

Nature of Operations, History,

Nature of Operations, History, and Presentation	6 Months Ended
	Jun. 30, 2024
Nature of Operations, History, and Presentation [Abstract]
NATURE OF OPERATIONS, HISTORY, AND PRESENTATION	NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION Nature of Operations TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) is a cannabis retailer and cultivator in the States of Colorado and Oregon. We presently operate six (6) cannabis dispensaries as follows: ● Englewood, Colorado o 5005 S Federal Boulevard – Recreational license only ● Denver, Colorado o East Hampden Avenue (formerly Green Man) – Recreational license only ● Longmont, Colorado o 12626 N. 107 th Medical and Recreational licenses ● Three (3) in Oregon o SW Corbett Avenue, Portland, OR – Medical and Recreational licenses o NE 102 nd Medical and Recreational licenses o 7050 NE MLK, Portland, OR – Medical and Recreational licenses We also operate two (2) cultivation facilities in Colorado as follows: ● SevenFive Farm – 3705 N. 75 th Retail cultivation license only ● 6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024. In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the six months ended June 30, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies. Reclassifications Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable. Customer and Revenue Concentrations – Cultivation Segment During the three months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 81% of SevenFive’s revenue was with two customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 77% of SevenFive’s revenue was with two customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. During the three months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 90% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with four customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 83% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. Basic and Diluted Loss Per Share The company presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares as their effect is anti-dilutive. The calculation of basic and diluted net income (loss) per share is as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Loss Per Share: Net Loss $ (1,134,632 ) $ (2,036,155 ) $ (2,542,094 ) $ (3,940,389 ) Denominator: Weighted-Average common shares outstanding 108,746,520 118,664,094 108,746,520 118,664,094 Basic net income (loss) per share $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.03 ) Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Convertible Debt 33,750,000 24,107,143 33,750,000 24,107,143 Warrants to purchase common stock 40,518,462 31,804,686 43,363,476 24,013,547 Options to purchase common stock 4,561,825 4,973,825 4,561,825 4,973,825 78,830,287 60,885,654 81,675,301 53,094,515 Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses and negative cash flows from operations since inception and have primarily funded its operations with proceeds from the issuance of debt and equity. The Company incurred a net loss of $2,524,394 and lost $580,632 in cash from operations during the six months ended June 30, 2024, respectively, and had an accumulated deficit of $103,026,434 as of June 30, 2024. We had cash and cash equivalents of $383,029 as of June 30, 2024. The Company expects our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, The Company has concluded that there is substantial doubt about its ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to fund operations, support our planned investing activities, and repay its debt obligations as they become due. If is unable to obtain additional funding, would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect its growth plans. Summary of Significant Accounting Policies See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies. Recently Issued Accounting Standards The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

Inventories

Inventories	6 Months Ended
	Jun. 30, 2024
Inventories, Net [Abstract]
INVENTORIES	NOTE 2. INVENTORIES Our inventories consisted of the following: June 30, December 31, 2024 2023 Raw materials $ — $ 351,241 Work-in-progress and finished goods 1,020,306 509,677 Inventories $ 1,020,306 $ 860,918

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
LEASES	NOTE 3. LEASES The Company’s leases consist primarily of real estate leases for retail and cultivation facilities. All but one of the Company’s leases are classified as operating leases. The lease for the retail dispensary acquired in the Green Man transaction is classified as a finance lease. The current and non-current portions of the operating lease liabilities and finance lease liabilities are disclosed separately on the accompanying condensed balance sheets. The finance lease ROU asset is included in property and equipment, net and the operating lease ROU asset is disclosed separately on the accompanying condensed balance sheets. As the rate implicit in the Company’s leases is not readily determinable, we used an estimated incremental borrowing rate of 20% in determining the present value of lease payments. The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Straight-line operating lease expense $ 245,554 $ 338,463 $ 462,578 $ 731,728 Variable lease cost 51,016 255,348 104,626 458,174 Total operating lease expense $ 296,570 $ 593,811 $ 567,204 $ 1,189,902 The finance lease expense for the three months ended June 30, 2024, and June 30, 2023, was approximately $41,824 and $41,823, respectively. The finance lease expense for the six months ended June 30, 2024, and June 30, 2023 was approximately $83,647 and $83,647, respectively. Related party lease s As of June 30, 2024, one of the Company’s operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. As of June 30, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $94,816, $110,000 and ($10,581), respectively. For the three months ended June 30, 2024 and 2023, the total lease expense for related party leases was $30,000 and $127,790, respectively. For the six months ended June 30, 2024 and 2023, the total lease expense for related party leases was $60,000 and $255,580, respectively. Lease Maturities Future remaining minimum lease payments on our operating leases and finance lease are as follows: Year ending December 31, Operating leases Finance lease 2024 (remaining six months) $ 425,189 $ 102,700 2025 780,439 171,043 2026 452,948 136,940 2027 302,095 143,102 2028 245,456 149,542 Thereafter 667,154 668,558 Total 2,873,281 1,371,885 Less: Present value adjustment (1,033,527 ) (700,417 ) Lease liability 1,839,754 671,468 Less: Lease liability, current (843,229 ) (84,746 ) Lease liability, non-current $ 996,525 $ 586,722 The total remaining lease payments in the table above include $772,051 related to renewal option periods that management is reasonably certain will be exercised. The majority of this amount relates to the flagship Trees location in Englewood, Colorado. As of June 30, 2024, the weighted average remaining term of the Company’s operating leases is 4.75 years, and the remaining term on the finance lease is 8.5 years. None of the Company’s leases contain residual value guarantees or restrictive covenants. Supplemental cash flow information For the six months ended June 30, 2024 2023 Supplemental cash flow information Cash paid for amounts included in operating lease liability $ 567,204 $ 701,661 Cash paid for amounts included in finance lease liability $ 83,647 $ 100,000 Supplemental lease disclosures of non-cash transactions: ROU assets obtained in exchange for operating lease liabilities $ — $ 348,825

Accrued Stock Payable

Accrued Stock Payable	6 Months Ended
	Jun. 30, 2024
Accrued Stock Payable [Abstract]
ACCRUED STOCK PAYABLE	NOTE 4. ACCRUED STOCK PAYABLE The following tables summarize the changes in accrued common stock payable: Number of Amount Shares Balance as of December 31, 2022 $ 60,900 100,000 Stock issued — — Balance as of December 31, 2023 $ 60,900 100,000 Stock issued — — Balance as of June 30, 2024 $ 60,900 100,000 The outstanding balance of accrued stock payable as of June 30, 2024 relates to a February 18, 2020 grant of 100,000 fully vested shares for consulting services. Based on a stock price of $0.61 on the date of grant, the consultant will receive $60,900 worth of our Common Stock. As of June 30, 2024, none of the stock had been issued.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2024
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 5. NOTES PAYABLE Our notes payable consisted of the following: June 30, 2024 December 31, 2023 Third-party Related-party Total Third-party Related-party Total 2022 12% Notes $ 13,167,796 332,204 13,500,000 $ 13,167,796 $ 332,204 $ 13,500,000 Trees Transaction Notes — — — — 326,811 326,811 Green Tree Acquisition Notes — 468,333 468,333 — 562,000 562,000 Green Man Acquisition Notes 1,270,000 — 1,270,000 1,555,000 — 1,555,000 Working Capital Notes 1,000,000 — 1,000,000 500,000 — 500,000 Unamortized debt discount (1,023,010 ) (19,923 ) (1,042,933 ) (1,312,427 ) (25,141 ) (1,337,568 ) Total debt 14,414,786 780,614 15,195,400 13,910,369 1,195,874 15,106,243 Less: Current portion (96,363 ) (61,400 ) (157,763 ) (605,000 ) (487,382 ) (1,092,382 ) Long-term portion $ 14,318,423 $ 719,214 $ 15,037,637 $ 13,305,369 $ 708,492 $ 14,013,861 Trees Transaction Notes In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of June 30, 2024 and 2023, the debt balance of this note was nil Green Man Acquisition Notes In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $36,656 and $38,379 for the three months ended June 30, 2024 and 2023, respectively, and $67,802 and $75,629 for the six months ended June 30, 2024 and 2023, respectively. 12% Notes – 2023 Modification On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors to modify the original terms of the 12% Notes. We recorded amortization of debt discount expense from the 12% Notes of $117,648 and $77,551 for the three months ended June 30, 2024 and 2023, respectively and $206,832 and $154,250 for the six months ended June 30, 2024 and 2023, respectively. In addition to the Amended Notes, the Lead Investor agreed to provide an additional $250,000 in a separate note (the “2023 Working Capital Note”) which includes a liquidation preference to recover 1.25x the original investment in the event that the Company commences any dissolution, liquidation, or winding up. At our option, the Lead Investor shall provide up to an additional $250,000, and, in such event, the 2023 Working Capital Note shall have a liquidation preference of 1.5x the original investment, applicable to the full $500,000, in the event that the Company commences any dissolution, liquidation, or winding up. The 2023 Working Capital Note bears interest at 12% per annum and is due and payable on September 15, 2026. As of December 31, 2023, the balance of the Working Capital Note was $500,000, as the Company requested and received the additional $250,000 optional amount. On June 15 th

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Legal From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently subject to any material legal proceedings outside the ordinary course of our business.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2024
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY 2021 Preferred stock dividends The Company’s Series A Preferred is convertible into 300 shares of common stock per share of Series A Preferred Stock upon the consummation of a capital raise of not less than $5,000,000. Series A Preferred Stock has no ● Authorized Number of Shares – 5,000 ● Voting Rights – None ● Dividends – 6% per annum, ‘paid in kind’ in shares of Series A Preferred ● Conversion – Each share of Series A Preferred is mandatorily convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company; or the Company listing on an exchange ● Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption As of June 30, 2024 and December 31, 2023, we have recorded accrued dividends of $123,900 and $106,200, respectively. Dividends were nil Stock-based compensation Stock-based Awards As of June 30, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 (“2020 Plan”) and the 2014 Equity Incentive Plan approved by the Board in October 2014 (“2014 Plan” and collectively with the 2020 Plan the “Stock Incentive Plans”) that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of June 30, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans. Stock Options The following summarizes Employee Awards activity: Weighted- Weighted- Average Average Remaining Number of Exercise Price Contractual Shares per Share Term (in years) Outstanding as of December 31, 2023 4,796,825 $ 1.05 2.3 Granted — — — Forfeited or expired (235,000 ) 1.53 — Outstanding as of June 30, 2024 4,561,825 $ 1.00 1.94 Exercisable as of June 30, 2024 4,561,825 $ 1.00 1.94 The intrinsic value of the exercisable warrants as of June 30, 2024 was $22,000. As of June 30, 2024, there was no We recorded nil Restricted Stock Awards During the three months ended June 30, 2024, the Company did not grant any Restricted Stock Units. During the six months ended June 30, 2024, the Company granted 429,630 Restricted Stock Units with a fair value of $28,656 pursuant to the 2020 Omnibus Incentive Plan to directors and an employee (“2024 RSUs”). The 2024 RSUs vest seven years from the grant date, or earlier upon certain triggering events as defined in the agreement, and upon vesting convert into one share of the Company’s common stock. The fair value of the 2024 RSUs is determined based on the closing price of the Company’s common stock on the grant date. The Company recorded nil none A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below: Weighted- Average Number of Grant Shares Date Value Outstanding as of December 31, 2023 2,240,462 $ 0.04 Granted 429,630 0.07 Forfeited or expired — — Outstanding as of June 30, 2024 2,670,092 $ 0.05 Contingent Earnout Liability On December 12, 2022, we completed the Green Tree Acquisition which consisted of the acquisition of substantially all of the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Entities”). We paid cash in the amount of $500,000 and stock consideration of 17,977,528 shares of our Common Stock. The closing price of our Common Stock on December 12, 2022, the date of license transfer, was $0.165 per share, as such, fair value of the equity consideration is $2,966,292. Additionally, we had a potential obligation to issue additional stock consideration up to 4,879,615 shares of our Common Stock on the achievement of certain performance indicators on or before June 12, 2024. In November 2023, the Company transferred a majority of the Green Tree Entities back to the original owners. Subsequent to this transfer, the aforementioned debt was modified. This liability is included in Notes payable- current and Notes payable- non-current in the accompanying consolidated balance sheets. The fair value of the contingent earnout liability was $0 and $367,056 at June 30, 2024 and December, 31 2023, respectively. The change in fair value in the three months and six months ended June 30, 2024 resulted in a gain on change in fair value of $469,907 and $367,056, respectively. The contingent earnout liability remained after the Green Tree Acquisition was partially reversed in Q3 2023 and expired in Q2 2024.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8. RELATED PARTY TRANSACTIONS On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company, monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. As part of the new consulting agreement, the Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock, held by an affiliate of Mr. Hershey, for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged. We paid $50,000 and $50,000 for the three months ended June 30, 2024 and 2023, respectively, and $100,000 and $100,000 for the six months ended June 30, 2024 and 2023, respectively. In February 2023, the Company completed the acquisition of Station 2, LLC’s assets. Station 2, LLC is owned by a board member, who is also a shareholder of the Company. This acquisition was subsequently reversed in Q3 of 2023. The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,849 in related party lease expense for the three months ended June 30, 2024 and 2023, respectively, and $60,000 and $151,698 in related party lease expense for the six months ended June 30, 2024 and 2023, respectively. See Note 3 for further discussion of the Company’s obligations associated with related party leases.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2024
Segment Information [Abstract]
SEGMENT INFORMATION	NOTE 9. SEGMENT INFORMATION Our operations are organized into two segments: Retail and Cultivation. All revenue originates, and all assets are located in the United States. Segment information is presented in accordance with ASC 280, “Segments Reporting.” Three months ended June 30, 2024 Retail Cultivation Eliminations Total Revenues $ 3,689,122 344,149 (344,149 ) 3,689,122 Costs and expenses (2,981,932 ) (211,796 ) 344,149 (2,849,552 ) Segment operating income $ 707,190 $ 132,353 $ — 839,570 Corporate expenses (784,115 ) Net loss from continuing operations before income taxes $ 55,455 2023 Retail Cultivation Eliminations Total Revenues $ 5,079,564 $ 944,830 $ (926,400 ) $ 5,097,994 Costs and expenses (5,347,268 ) (1,046,274 ) 926,400 (5,467,142 ) Segment operating income $ (267,704 ) $ (101,444 ) $ — (369,148 ) Corporate expenses (1,667,007 ) Net loss from continuing operations before income taxes $ (2,036,155 ) Six months ended June 30, 2024 Retail Cultivation Eliminations Total Revenues $ 7,375,003 592,791 (592,791 ) 7,375,003 Costs and expenses (6,098,192 ) (820,082 ) 592,791 (6,325,483 ) Segment operating income $ 1,276,811 $ (227,291 ) $ — 1,049,520 Corporate expenses (2,246,844 ) Net loss from continuing operations before income taxes $ (1,197,324 ) 2023 Retail Cultivation Eliminations Total Revenues $ 10,190,183 $ 1,628,847 $ (1,610,417 ) $ 10,208,613 Costs and expenses (9,882,836 ) (2,185,847 ) 1,610,417 (10,458,266 ) Segment operating income $ 307,347 $ (557,000 ) $ — (249,653 ) Corporate expenses (3,587,300 ) Net loss from continuing operations before income taxes $ (3,836,953 ) June 30, December 31, Total assets 2024 2023 Retail $ 19,504,130 $ 20,491,961 Cultivation 1,987,481 1,736,685 Corporate 561,257 1,018,247 Total assets – segments 22,052,868 23,246,893 Intercompany eliminations — — Total assets – consolidated $ 22,052,868 $ 23,246,893

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,134,632)	$ (2,036,155)	$ (2,524,394)	$ (3,922,689)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024. In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the six months ended June 30, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations.
Use of Estimates	Use of Estimates The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable. Customer and Revenue Concentrations – Cultivation Segment During the three months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 81% of SevenFive’s revenue was with two customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of SevenFive’s revenue was with three customers and 77% of SevenFive’s revenue was with two customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. During the three months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 90% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with four customers, respectively. During the six months ended June 30, 2024 and 2023, 100% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, and 83% of Hillside Cultivation’s (formerly noted as Green Tree) revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share The company presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares as their effect is anti-dilutive. The calculation of basic and diluted net income (loss) per share is as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Loss Per Share: Net Loss $ (1,134,632 ) $ (2,036,155 ) $ (2,542,094 ) $ (3,940,389 ) Denominator: Weighted-Average common shares outstanding 108,746,520 118,664,094 108,746,520 118,664,094 Basic net income (loss) per share $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.03 ) Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Convertible Debt 33,750,000 24,107,143 33,750,000 24,107,143 Warrants to purchase common stock 40,518,462 31,804,686 43,363,476 24,013,547 Options to purchase common stock 4,561,825 4,973,825 4,561,825 4,973,825 78,830,287 60,885,654 81,675,301 53,094,515
Going Concern	Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses and negative cash flows from operations since inception and have primarily funded its operations with proceeds from the issuance of debt and equity. The Company incurred a net loss of $2,524,394 and lost $580,632 in cash from operations during the six months ended June 30, 2024, respectively, and had an accumulated deficit of $103,026,434 as of June 30, 2024. We had cash and cash equivalents of $383,029 as of June 30, 2024. The Company expects our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, The Company has concluded that there is substantial doubt about its ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to fund operations, support our planned investing activities, and repay its debt obligations as they become due. If is unable to obtain additional funding, would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect its growth plans.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies.
Recently Issued Accounting Standards	Recently Issued Accounting Standards The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

Nature of Operations, History_2

Nature of Operations, History, and Presentation (Tables)	6 Months Ended
	Jun. 30, 2024
Nature of Operations, History, and Presentation [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	The calculation of basic and diluted net income (loss) per share is as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Loss Per Share: Net Loss $ (1,134,632 ) $ (2,036,155 ) $ (2,542,094 ) $ (3,940,389 ) Denominator: Weighted-Average common shares outstanding 108,746,520 118,664,094 108,746,520 118,664,094 Basic net income (loss) per share $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.03 )
Schedule of Potentially Dilutive Securities Excluded from the Basic and Diluted Net Income Per Share	Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Convertible Debt 33,750,000 24,107,143 33,750,000 24,107,143 Warrants to purchase common stock 40,518,462 31,804,686 43,363,476 24,013,547 Options to purchase common stock 4,561,825 4,973,825 4,561,825 4,973,825 78,830,287 60,885,654 81,675,301 53,094,515

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2024
Inventories, Net [Abstract]
Schedule of Inventories	Our inventories consisted of the following: June 30, December 31, 2024 2023 Raw materials $ — $ 351,241 Work-in-progress and finished goods 1,020,306 509,677 Inventories $ 1,020,306 $ 860,918

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of Operating Lease Expense	The operating lease expense for the three and six months ended June 30, 2024, and June 30, 2023, is as follows: For the three months ended June 30, For the six months ended 2024 2023 2024 2023 Straight-line operating lease expense $ 245,554 $ 338,463 $ 462,578 $ 731,728 Variable lease cost 51,016 255,348 104,626 458,174 Total operating lease expense $ 296,570 $ 593,811 $ 567,204 $ 1,189,902
Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease	Future remaining minimum lease payments on our operating leases and finance lease are as follows: Year ending December 31, Operating leases Finance lease 2024 (remaining six months) $ 425,189 $ 102,700 2025 780,439 171,043 2026 452,948 136,940 2027 302,095 143,102 2028 245,456 149,542 Thereafter 667,154 668,558 Total 2,873,281 1,371,885 Less: Present value adjustment (1,033,527 ) (700,417 ) Lease liability 1,839,754 671,468 Less: Lease liability, current (843,229 ) (84,746 ) Lease liability, non-current $ 996,525 $ 586,722
Schedule of Supplemental Cash Flow Information	Supplemental cash flow information For the six months ended June 30, 2024 2023 Supplemental cash flow information Cash paid for amounts included in operating lease liability $ 567,204 $ 701,661 Cash paid for amounts included in finance lease liability $ 83,647 $ 100,000 Supplemental lease disclosures of non-cash transactions: ROU assets obtained in exchange for operating lease liabilities $ — $ 348,825

Accrued Stock Payable (Tables)

Accrued Stock Payable (Tables)	6 Months Ended
	Jun. 30, 2024
Accrued Stock Payable [Abstract]
Schedule of Accrued Common Stock Payable	The following tables summarize the changes in accrued common stock payable: Number of Amount Shares Balance as of December 31, 2022 $ 60,900 100,000 Stock issued — — Balance as of December 31, 2023 $ 60,900 100,000 Stock issued — — Balance as of June 30, 2024 $ 60,900 100,000

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2024
Notes Payable [Abstract]
Schedule of Notes Payable	Our notes payable consisted of the following: June 30, 2024 December 31, 2023 Third-party Related-party Total Third-party Related-party Total 2022 12% Notes $ 13,167,796 332,204 13,500,000 $ 13,167,796 $ 332,204 $ 13,500,000 Trees Transaction Notes — — — — 326,811 326,811 Green Tree Acquisition Notes — 468,333 468,333 — 562,000 562,000 Green Man Acquisition Notes 1,270,000 — 1,270,000 1,555,000 — 1,555,000 Working Capital Notes 1,000,000 — 1,000,000 500,000 — 500,000 Unamortized debt discount (1,023,010 ) (19,923 ) (1,042,933 ) (1,312,427 ) (25,141 ) (1,337,568 ) Total debt 14,414,786 780,614 15,195,400 13,910,369 1,195,874 15,106,243 Less: Current portion (96,363 ) (61,400 ) (157,763 ) (605,000 ) (487,382 ) (1,092,382 ) Long-term portion $ 14,318,423 $ 719,214 $ 15,037,637 $ 13,305,369 $ 708,492 $ 14,013,861

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Stockholders’ Equity [Abstract]
Schedule of Employee Awards Activity	The following summarizes Employee Awards activity: Weighted- Weighted- Average Average Remaining Number of Exercise Price Contractual Shares per Share Term (in years) Outstanding as of December 31, 2023 4,796,825 $ 1.05 2.3 Granted — — — Forfeited or expired (235,000 ) 1.53 — Outstanding as of June 30, 2024 4,561,825 $ 1.00 1.94 Exercisable as of June 30, 2024 4,561,825 $ 1.00 1.94
Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan	A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below: Weighted- Average Number of Grant Shares Date Value Outstanding as of December 31, 2023 2,240,462 $ 0.04 Granted 429,630 0.07 Forfeited or expired — — Outstanding as of June 30, 2024 2,670,092 $ 0.05

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Information [Abstract]
Schedule of Internal Profit and Loss by Segment	Our financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP. 2024 Retail Cultivation Eliminations Total Revenues $ 3,689,122 344,149 (344,149 ) 3,689,122 Costs and expenses (2,981,932 ) (211,796 ) 344,149 (2,849,552 ) Segment operating income $ 707,190 $ 132,353 $ — 839,570 Corporate expenses (784,115 ) Net loss from continuing operations before income taxes $ 55,455 2023 Retail Cultivation Eliminations Total Revenues $ 5,079,564 $ 944,830 $ (926,400 ) $ 5,097,994 Costs and expenses (5,347,268 ) (1,046,274 ) 926,400 (5,467,142 ) Segment operating income $ (267,704 ) $ (101,444 ) $ — (369,148 ) Corporate expenses (1,667,007 ) Net loss from continuing operations before income taxes $ (2,036,155 ) 2024 Retail Cultivation Eliminations Total Revenues $ 7,375,003 592,791 (592,791 ) 7,375,003 Costs and expenses (6,098,192 ) (820,082 ) 592,791 (6,325,483 ) Segment operating income $ 1,276,811 $ (227,291 ) $ — 1,049,520 Corporate expenses (2,246,844 ) Net loss from continuing operations before income taxes $ (1,197,324 ) 2023 Retail Cultivation Eliminations Total Revenues $ 10,190,183 $ 1,628,847 $ (1,610,417 ) $ 10,208,613 Costs and expenses (9,882,836 ) (2,185,847 ) 1,610,417 (10,458,266 ) Segment operating income $ 307,347 $ (557,000 ) $ — (249,653 ) Corporate expenses (3,587,300 ) Net loss from continuing operations before income taxes $ (3,836,953 )
Schedule of Total Assets by Segment	June 30, December 31, Total assets 2024 2023 Retail $ 19,504,130 $ 20,491,961 Cultivation 1,987,481 1,736,685 Corporate 561,257 1,018,247 Total assets – segments 22,052,868 23,246,893 Intercompany eliminations — — Total assets – consolidated $ 22,052,868 $ 23,246,893

Nature of Operations, History_3

Nature of Operations, History, and Presentation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Nature of Operations, History, and Presentation [Line Items]
Net loss (in Dollars)	$ (1,134,632)	$ (2,036,155)	$ (2,524,394)	$ (3,922,689)
Cash from operations (in Dollars)	580,632		580,632
Accumulated deficit (in Dollars)	(103,026,434)		(103,026,434)		$ (100,484,340)
Cash and cash equivalents (in Dollars)	$ 383,029		$ 383,029		$ 969,676
Customer Concentration Risk [Member] | SevenFive’s revenue [Member] | Revenue net [Member]
Nature of Operations, History, and Presentation [Line Items]
Risk percentage	100%	81%	100%	77%
Customer Concentration Risk [Member] | Green Tree’s revenue [Member] | Revenue net [Member]
Nature of Operations, History, and Presentation [Line Items]
Risk percentage	100%	90%	100%	83%

Nature of Operations, History_4

Nature of Operations, History, and Presentation (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss Per Share:
Net Loss	$ (1,134,632)	$ (2,036,155)	$ (2,542,094)	$ (3,940,389)
Denominator:
Weighted-Average common shares outstanding	108,746,520	118,664,094	108,746,520	118,664,094
Basic net income (loss) per share	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)

Nature of Operations, History_5

Nature of Operations, History, and Presentation (Details) - Schedule of Potentially Dilutive Securities Excluded from the Basic and Diluted Net Income Per Share - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	78,830,287	60,885,654	81,675,301	53,094,515
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	33,750,000	24,107,143	33,750,000	24,107,143
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	40,518,462	31,804,686	43,363,476	24,013,547
Options to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	4,561,825	4,973,825	4,561,825	4,973,825

Inventories (Details) - Schedul

Inventories (Details) - Schedule of Inventories - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Inventories [Abstract]
Raw materials		$ 351,241
Work-in-progress and finished goods	1,020,306	509,677
Inventories	$ 1,020,306	$ 860,918

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Line Items]
Estimated incremental borrowing rate	20%		20%
Finance lease expense	$ 41,824	$ 41,823	$ 83,647	$ 83,647
Right-of-use asset	1,724,897		1,724,897		$ 1,979,833
Operating lease liability current	843,229		843,229		846,201
Operating lease liability non-current	996,525		996,525		$ 1,218,392
Total lease expense	$ 296,570	593,811	567,204	1,189,902
Total remaining lease payments			$ 567,204	701,661
Operating leases weighted average remaining term	4 years 9 months		4 years 9 months
Finance lease weighted average remaining term	8 years 6 months		8 years 6 months
Related Party Leases [Member]
Leases [Line Items]
Right-of-use asset	$ 94,816		$ 94,816
Operating lease liability current	110,000		110,000
Operating lease liability non-current	10,581		10,581
Total lease expense	$ 30,000	$ 127,790	60,000	$ 255,580
Lease Maturities [Member]
Leases [Line Items]
Total remaining lease payments			$ 772,051

Leases (Details) - Schedule of

Leases (Details) - Schedule of Operating Lease Expense - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Operating Lease Expense [Abstract]
Straight-line operating lease expense	$ 245,554	$ 338,463	$ 462,578	$ 731,728
Variable lease cost	51,016	255,348	104,626	458,174
Total operating lease expense	$ 296,570	$ 593,811	$ 567,204	$ 1,189,902

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Future Remaining Minimum Lease Payments on Our Operating Leases and Finance Lease - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease [Abstract]
Operating leases, 2024 (remaining six months)	$ 425,189
Finance lease, 2024 (remaining six months)	102,700
Operating leases, 2025	780,439
Finance lease, 2025	171,043
Operating leases, 2026	452,948
Finance lease, 2026	136,940
Operating leases, 2027	302,095
Finance lease, 2027	143,102
Operating leases, 2028	245,456
Finance lease, 2028	149,542
Operating leases, Thereafter	667,154
Finance lease, Thereafter	668,558
Operating leases, Total	2,873,281
Finance lease, Total	1,371,885
Operating leases, Less: Present value adjustment	(1,033,527)
Finance lease, Less: Present value adjustment	(700,417)
Operating leases, Lease liability	1,839,754
Finance lease, Lease liability	671,468
Operating leases, Less: Lease liability, current	(843,229)	$ (846,201)
Finance lease, Less: Lease liability, current	(84,746)	(205,400)
Operating leases, Lease liability, non-current	996,525	1,218,392
Finance lease, Lease liability, non-current	$ 586,722	$ 501,248

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplemental cash flow information
Cash paid for amounts included in operating lease liability	$ 567,204	$ 701,661
Cash paid for amounts included in finance lease liability	83,647	100,000
Supplemental lease disclosures of non-cash transactions:
ROU assets obtained in exchange for operating lease liabilities		$ 348,825

Accrued Stock Payable (Details)

Accrued Stock Payable (Details)	Feb. 18, 2020 USD ($) $ / shares shares
Accrued Stock Payable [Abstract]
Consulting service vested shares | shares	100,000
Stock price | $ / shares	$ 0.61
Consultant stock award, Amount | $	$ 60,900

Accrued Stock Payable (Detail_2

Accrued Stock Payable (Details) - Schedule of Accrued Common Stock Payable - Share-Based Payment Arrangement, Option [Member] - Common Stock [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accrued Common Stock Payable [Line Items]
Balance amount beginning	$ 60,900	$ 60,900
Balance number of shares beginning	100,000	100,000
Stock issued amount
Stock issued number of shares
Balance amount ending	$ 60,900	$ 60,900
Balance number of shares ending	100,000	100,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 15, 2024	Dec. 31, 2023	Jan. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022	Dec. 15, 2023
Notes Payable [Line Items]
Remaining principal balance							$ 264,639
Amortization of debt discount							294,635	$ 401,754
Additional amount	$ 250,000	$ 250,000			$ 250,000		$ 250,000
Percentage of working capital		12%					12%
Balance of working capital	500,000		$ 500,000
Received the additional optional amount	$ 250,000		250,000
Debt discount expense [Member]
Notes Payable [Line Items]
Interest rate	12%				12%		12%
Trees MLK [Member]
Notes Payable [Line Items]
Cash payment to seller				$ 384,873
Installments over a period				24 months
Debt balance						$ 224,509		224,509
Green Man Acquisition [Member]
Notes Payable [Line Items]
Cash payment to seller									$ 1,500,000
Installments over a period									18 months
Green Man Acquisition Notes [Member]
Notes Payable [Line Items]
Monthly due payments			$ 83,333
Debt discount	275,154				275,154		275,154
Amortization of debt discount					36,656	38,379	67,802	75,629
Senior Secured Convertible Notes [Member]
Notes Payable [Line Items]
Interest rate										12%
12% Notes – 2023 Modification [Memebr]
Notes Payable [Line Items]
Amortization of debt discount					117,648	$ 77,551	206,832	$ 154,250
Liquidation preference	250,000	$ 250,000			250,000		250,000
2024 Working Capital Note [Member]
Notes Payable [Line Items]
Liquidation preference	$ 500,000	$ 500,000			$ 500,000		$ 500,000

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of Notes Payable - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Notes Payable [Line Items]
Unamortized debt discount	$ (1,042,933)	$ (1,337,568)
Total debt	15,195,400	15,106,243
Less: Current portion	(157,763)	(1,092,382)
Long-term portion	15,037,637	14,013,861
Related Party [Member]
Schedule of Notes Payable [Line Items]
Unamortized debt discount	(19,923)	(25,141)
Total debt	780,614	1,195,874
Less: Current portion	(61,400)	(487,382)
Long-term portion	719,214	708,492
2022 12% Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	13,500,000	13,500,000
2022 12% Notes [Member] | Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	332,204	332,204
Trees Transaction Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount		326,811
Trees Transaction Notes [Member] | Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount		326,811
Green Tree Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	468,333	562,000
Green Tree Acquisition Notes [Member] | Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	468,333	562,000
Green Man Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,270,000	1,555,000
Green Man Acquisition Notes [Member] | Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Working Capital Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,000,000	500,000
Working Capital Notes [Member] | Related Party [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member]
Schedule of Notes Payable [Line Items]
Unamortized debt discount	(1,023,010)	(1,312,427)
Total debt	14,414,786	13,910,369
Less: Current portion	(96,363)	(605,000)
Long-term portion	14,318,423	13,305,369
Third Party [Member] | 2022 12% Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	13,167,796	13,167,796
Third Party [Member] | Trees Transaction Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member] | Green Tree Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount
Third Party [Member] | Green Man Acquisition Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	1,270,000	1,555,000
Third Party [Member] | Working Capital Notes [Member]
Schedule of Notes Payable [Line Items]
Debt carrying amount	$ 1,000,000	$ 500,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)		3 Months Ended		6 Months Ended
	Dec. 12, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Stockholders’ Equity (Deficit) [Line Items]
Preferred stocks convertible (in Shares)		300		300
Preferred stock, shares authorized (in Shares)		5,000,000		5,000,000		5,000,000
Accrued dividends		$ 123,900		$ 123,900		$ 106,200
Dividends				17,700	$ 17,700
Intrinsic value exercisable warrants				22,000
Unrecognized compensation expense
Compensation expense			$ 18,054	14,968	45,450
Payment amount					$ 256,582
Closing price of our common Stock (in Dollars per share)		$ 0.001		$ 0.001		$ 0.001
Equity consideration amount	$ 2,966,292
Contingent Earnout Liability						$ 367,056
Gain on change in fair value		469,907		367,056
Green Tree Entities [Member]
Stockholders’ Equity (Deficit) [Line Items]
Payment amount	$ 500,000
Stock consideration (in Shares)	17,977,528
Additional stock consideration (in Shares)	4,879,615
Contingent Earnout Liability		0		0
Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity (Deficit) [Line Items]
Compensation expense
Granted shares (in Shares)				429,630
Fair value		28,656		$ 28,656
Vested shares (in Shares)
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Minimum capital raise		$ 5,000,000		$ 5,000,000
Preferred stock has no par value (in Dollars per share)
Series Convertible Preferred Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Minimum capital raise		$ 5,000,000		$ 5,000,000
Preferred stock, shares authorized (in Shares)		5,000		5,000
Preferred stock, voting rights				None
Preferred stock, dividend				6%
Number of common stock issuable for each preferred share (in Shares)				300
License Transfer [Member]
Stockholders’ Equity (Deficit) [Line Items]
Closing price of our common Stock (in Dollars per share)	$ 0.165
Stock Incentive Plan [Member]
Stockholders’ Equity (Deficit) [Line Items]
Number of shares authorized for issuance (in Shares)		25,000,000		25,000,000
Number of shares, available to issue (in Shares)		17,500,000		17,500,000
Omnibus Incentive Plan 2020 [Member] | Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity (Deficit) [Line Items]
Granted shares (in Shares)				429,630
Expire years				7 years

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - Schedule of Employee Awards Activity - $ / shares		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Schedule of Summarizes Employee Awards Activity [Line Items]
Number of Shares, ending balance	4,796,825	4,561,825
Weighted Average Exercise Price per Share, ending balance	$ 1.05	$ 1
Weighted Average Remaining Contractual Term (in years), ending balance	2 years 3 months 18 days	1 year 11 months 8 days
Number of shares, Exercisable		4,561,825
Weighted Average Exercise Price per Share, Exercisable		$ 1
Weighted Average Remaining Contractual Term (in years), Exercisable		1 year 11 months 8 days
Number of shares, Granted
Weighted Average Exercise Price per Share, Granted
Weighted Average Remaining Contractual Term (in years), Granted
Number of shares, Forfeited or expired		(235,000)
Weighted Average Exercise Price per Share, Forfeited or expired		$ 1.53
Weighted Average Remaining Contractual Term (in years), Forfeited or expired

Stockholders_ Equity (Details_2

Stockholders’ Equity (Details) - Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan [Line Items]
Number of Shares, beginning balance | shares	2,240,462
Weighted Average Grant Date Value, beginning balance | $ / shares	$ 0.04
Number of Shares, Granted | shares	429,630
Weighted Average Grant Date Value, Granted | $ / shares	$ 0.07
Number of Shares, Forfeited or expired | shares
Weighted Average Grant Date Value, Forfeited or expired | $ / shares
Number of Shares, ending balance | shares	2,670,092
Weighted Average Grant Date Value, ending balance | $ / shares	$ 0.05

Related Party Transactions (Det

Related Party Transactions (Details)		1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 16, 2022 USD ($) shares	May 31, 2023 USD ($)	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)
Related Party Transactions [Line Items]
Payment for warrants			$ 50,000	$ 50,000	$ 100,000	$ 100,000
Related party lease expense					$ 567,204	701,661
Mr. Hershey [Member]
Related Party Transactions [Line Items]
Extend warrants to purchase shares (in Shares) | shares	7,280,007
Exercise price warrant date	May 29, 2027
Dalton Adventures, LLC [Member]
Related Party Transactions [Line Items]
Area of land (in Square Feet) | ft²			17,000		17,000
Costs and expenses for month					$ 29,691
Rent		$ 10,000			27,000
Property taxes					2,691
Related party lease expense			$ 30,000	$ 75,849	$ 60,000	$ 151,698
Consulting Agreement [Member] | Chief Financial Officer [Member]
Related Party Transactions [Line Items]
Officer compensation	$ 200,000

Segment Information (Details)

Segment Information (Details)	6 Months Ended
	Jun. 30, 2024
Segment Information [Abstract]
Number of operations segments	2

Segment Information (Details) -

Segment Information (Details) - Schedule of Internal Profit and Loss by Segment - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	$ 3,689,122	$ 5,097,994	$ 7,375,003	$ 10,208,613
Costs and expenses	(3,475,320)	(6,568,727)	(7,638,549)	(12,850,463)
Segment operating income	213,802	(1,470,733)	(263,546)	(2,641,850)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
Continuing Operations [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	3,689,122	5,097,994	7,375,003	10,208,613
Costs and expenses	(2,849,552)	(5,467,142)	(6,325,483)	(10,458,266)
Segment operating income	839,570	(369,148)	1,049,520	(249,653)
Corporate expenses	(784,115)	(1,667,007)	(2,246,844)	(3,587,300)
Net income (loss) from operations before income taxes	55,455	(2,036,155)	(1,197,324)	(3,836,953)
​Retail [Member] | Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	3,689,122	5,079,564	7,375,003	10,190,183
Costs and expenses	(2,981,932)	(5,347,268)	(6,098,192)	(9,882,836)
Segment operating income	707,190	(267,704)	1,276,811	307,347
Cultivation [Member] | Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	344,149	944,830	592,791	1,628,847
Costs and expenses	(211,796)	(1,046,274)	(820,082)	(2,185,847)
Segment operating income	132,353	(101,444)	(227,291)	(557,000)
Eliminations [Member] | Operating Segments [Member]
Schedule of Internal Profit and Loss by Segment [Line Items]
Revenues	(344,149)	(926,400)	(592,791)	(1,610,417)
Costs and expenses	344,149	926,400	592,791	1,610,417
Segment operating income

Segment Information (Details)_2

Segment Information (Details) - Schedule of Total Assets by Segment - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Total Assets by Segment [Line Items]
Intercompany eliminations
Total assets – consolidated	22,052,868	23,246,893
Retail [Member] | Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	19,504,130	20,491,961
Cultivation [Member] | Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	1,987,481	1,736,685
Corporate [Member] | Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	561,257	1,018,247
Total assets - segments [Member] | Operating Segments [Member]
Schedule of Total Assets by Segment [Line Items]
Total assets - segments	$ 22,052,868	$ 23,246,893