Trees (CANN) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 09, 2022
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	000-54457
Entity Registrant Name	TREES CORPORATION
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	90-1072649
Entity Address, Address Line One	1901 S Navajo Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80223
City Area Code	303
Local Phone Number	759-1300
Title of 12(b) Security	N/A
Security Exchange Name	NONE
No Trading Symbol Flag	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,192,184
Entity Central Index Key	0001477009
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 1,072,896	$ 2,054,050
Accounts receivable, net of allowance of $34,000 and $61,000, respectively	21,061	80,188
Current portion of notes receivable, net of allowance of nil and $43,108, respectively		73,000
Inventories, net	1,330,784	1,123,083
Prepaid expenses and other current assets	174,169	149,075
Total current assets	2,598,910	3,479,396
Right-of-use operating lease asset	3,005,480	3,065,152
Property and equipment, net	626,399	680,327
Intangible assets, net	2,147,246	5,999,813
Goodwill	14,612,038	8,799,657
Total assets	22,990,073	22,024,345
Current liabilities
Accounts payable	1,394,784	1,170,708
Interest payable	795,811	621,085
Operating lease liability, current	677,697	721,809
Accrued stock payable	60,900	444,894
Warrant derivative liability	29,723	28,317
Notes payable - current	1,307,558	1,094,398
Total current liabilities	4,266,473	4,081,211
Operating lease liability, non-current	2,357,878	2,427,762
Notes payable - long-term (net of discount)	5,661,392	5,619,570
Related party long-term notes payable (net of discount)	296,190	288,229
Total liabilities	12,581,933	12,416,772
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, no par value; 5,000,000 shares authorized; 1,180 issued and outstanding, respectively	1,073,446	1,073,446
Common stock, $0.001 par value; 200,000,000 shares authorized; 96,192,184 shares and 89,551,993 shares issued and outstanding, respectively	96,191	89,550
Additional paid-in capital	94,103,322	92,265,392
Accumulated deficit	(84,864,819)	(83,820,815)
Total stockholders' equity	10,408,140	9,607,573
Total liabilities and stockholders' equity	$ 22,990,073	$ 22,024,345

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Accounts receivable, net of allowance	$ 34,000	$ 61,000
Notes receivable, net of allowance	$ 0	$ 43,108
Preferred stock, par value (in dollars per share)	$ 0	$ 0
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)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	96,192,184	89,551,993
Common stock, shares outstanding	96,192,184	89,551,993

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Total revenue	$ 3,235,727	$ 698,608	$ 6,809,035	$ 1,362,413
Costs and expenses
Cost of sales	1,745,575	511,426	3,820,463	1,066,631
Selling, general and administrative	1,212,796	582,059	2,538,914	1,180,750
Stock-based compensation	42,386	(41,648)	118,501	62,284
Professional fees	237,461	353,833	518,845	616,148
Depreciation and amortization	(139,991)
Depreciation and amortization		72,788	91,855	190,469
Total costs and expenses	3,098,227	1,478,458	7,088,578	3,116,282
Operating income (loss)	137,500	(779,850)	(279,543)	(1,753,869)
Other expenses (income)
Amortization of debt discount and equity issuance costs	216,661	185,460	430,942	253,790
Interest expense	176,045	190,627	350,396	293,683
(Gain) loss on derivative liability	(59,258)	(102,761)	1,406	1,095,983
(Gain) loss on sale of assets	(13,000)		(13,000)	1,467
Total other expenses, net	320,448	273,326	769,744	1,644,923
Net loss from continuing operations before income taxes	(182,948)	(1,053,176)	(1,049,287)	(3,398,792)
Loss from continuing operations	(182,948)	(1,053,176)	(1,049,287)	(3,398,792)
Income (loss) from discontinued operations, net of tax		(323,077)	5,283	(336,529)
Net loss	$ (182,948)	$ (1,376,253)	$ (1,044,004)	$ (3,735,321)
Per share data - basic and diluted
Net loss from continuing operations basic per share	$ 0	$ (0.02)	$ (0.01)	$ (0.05)
Net loss from continuing operations diluted per share	0	(0.02)	(0.01)	(0.05)
Net loss from discontinued operations basic per share	0	0	0	(0.01)
Net loss from discontinued operations diluted per share	0	0	0	(0.01)
Net loss attributable to common stockholders basic per share	0	(0.02)	(0.01)	(0.06)
Net loss attributable to common stockholders diluted per share	$ 0	$ (0.02)	$ (0.01)	$ (0.06)
Weighted average number of common shares outstanding, basic	96,192,184	62,183,748	95,972,067	61,972,553
Weighted average number of common shares outstanding, diluted	96,192,184	62,183,748	95,972,067	61,972,553
Retail sales
Total revenue	$ 3,158,335		$ 6,455,881
Cultivation sales
Total revenue	$ 77,392	$ 698,608	$ 353,154	$ 1,347,941
Interest
Total revenue				$ 14,472

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (1,044,004)	$ (3,735,321)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and equity issuance costs	430,942	253,790
Depreciation and amortization	91,855	198,988
Non-cash lease expense	447,766	206,900
Bad debt expense	1,156	(21,163)
(Gain) loss on disposal of property and equipment	(13,000)	2,967
Loss on warrant derivative liability	1,406	1,095,983
Stock-based compensation	118,501	62,284
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	55,972	(175,676)
Prepaid expenses and other assets	(25,094)	529,224
Inventories	(207,701)	(219,184)
Accounts payable and accrued liabilities	398,802	(712,362)
Operating lease liabilities	(502,090)	(185,401)
Net cash used in operating activities:	(245,489)	(2,698,971)
Cash flows from investing activities
Purchase of property and equipment	(14,210)	(327,805)
Proceeds for sale of equipment	13,000
Proceeds on notes receivable	75,000	433,393
Acquisition of TREES MLK	(256,582)
Proceeds from sale of investment		208,761
Net cash provided by (used in) investing activities	(182,792)	314,349
Cash flows from financing activities
Proceeds from exercise of stock options		181,709
Proceeds from notes payable		3,960,000
Payments on notes payable	(552,873)	(200,000)
Net cash provided by (used in) financing activities	(552,873)	3,941,709
Net increase (decrease) in cash and cash equivalents	(981,154)	1,557,087
Cash and cash equivalents, beginning of period	2,054,050	755,769
Cash and cash equivalents, end of period	1,072,896	2,312,856
Supplemental schedule of cash flow information
Cash paid for interest	175,670	14,266
Non-cash investing & financing activities
Operating lease right-of-use asset/Operating lease liability	172,053
Issuance of accrued stock	$ 383,994
Cashless warrant exercise		1,557,078
Beneficial conversion feature		1,110,039
Issuance of common stock to a consultant		100,000
10% Warrants
Non-cash investing & financing activities
10% Warrants recorded as a loss on extinguishment of debt and additional paid-in capital		$ 1,239,300

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Jun. 30, 2022	Jun. 30, 2021	Apr. 20, 2021	Feb. 08, 2021	Dec. 31, 2020
10% Warrants
Interest rate (as a percent)	10%	10%	10%	10%	10%

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock	Common Stock Trees Waterfront LLC	Common Stock Trees MLK LLC	Common Stock	Additional Paid-in Capital Trees Waterfront LLC	Additional Paid-in Capital Trees MLK LLC	Additional Paid-in Capital 10% Warrants	Additional Paid-in Capital	Accumulated Deficit	Trees Waterfront LLC	Trees MLK LLC	10% Warrants	Total
Balance at the beginning of the year at Dec. 31, 2020				$ 60,813				$ 75,891,414	$ (74,951,436)				$ 1,000,791
Balance at the beginning of the year (in Shares) at Dec. 31, 2020				60,813,673
Common stock issued to a consultant				$ 112				99,888					100,000
Common stock issued to a consultant (in Shares)				112,359
Common stock issued upon exercise of stock options				$ 334				181,375					181,709
Common stock issued upon exercise of stock options (in shares)				333,620
Beneficial conversion feature								1,110,039					1,110,039
Warrants issued							$ 1,239,300					$ 1,239,300
Cashless exercise of warrants				$ 1,005				1,556,073					1,557,078
Cashless exercise of warrants (in shares)				1,006,623
Stock-based compensation								62,284					62,284
Net loss									(3,735,321)				(3,735,321)
Balance at the end of the year at Jun. 30, 2021				$ 62,264				80,140,373	(78,686,757)				1,515,880
Balance at the end of the year(in Shares) at Jun. 30, 2021				62,266,275
Balance at the beginning of the year at Mar. 31, 2021				$ 62,144				78,632,934	(77,310,504)				1,384,574
Balance at the beginning of the year (in Shares) at Mar. 31, 2021				62,146,515
Common stock issued upon exercise of stock options				$ 120				46,587					46,707
Common stock issued upon exercise of stock options (in shares)				119,760
Beneficial conversion feature								692,500					692,500
Warrants issued								810,000					810,000
Stock-based compensation								(41,648)					(41,648)
Net loss									(1,376,253)				(1,376,253)
Balance at the end of the year at Jun. 30, 2021				$ 62,264				80,140,373	(78,686,757)				1,515,880
Balance at the end of the year(in Shares) at Jun. 30, 2021				62,266,275
Balance at the beginning of the year at Dec. 31, 2021	$ 1,073,446			$ 89,550				92,265,392	(83,820,815)				9,607,573
Balance at the beginning of the year (in Shares) at Dec. 31, 2021	1,180			89,551,993
Common stock issued for acquisition		$ 1,670	$ 4,971		$ 382,324	$ 1,337,105				$ 383,994	$ 1,342,076
Common stock issued for acquisition (in shares)		1,669,537	4,970,654
Stock-based compensation								118,501					118,501
Net loss									(1,044,004)				(1,044,004)
Balance at the end of the year at Jun. 30, 2022	$ 1,073,446			$ 96,191				94,103,322	(84,864,819)				10,408,140
Balance at the end of the year(in Shares) at Jun. 30, 2022	1,180			96,192,184
Balance at the beginning of the year at Mar. 31, 2022	$ 1,073,446			$ 96,191				94,060,936	(84,681,871)				10,548,702
Balance at the beginning of the year (in Shares) at Mar. 31, 2022	1,180			96,192,184
Stock-based compensation								42,386					42,386
Net loss									(182,948)				(182,948)
Balance at the end of the year at Jun. 30, 2022	$ 1,073,446			$ 96,191				$ 94,103,322	$ (84,864,819)				$ 10,408,140
Balance at the end of the year(in Shares) at Jun. 30, 2022	1,180			96,192,184

CONDENSED CONSOLIDATED STATEM_5

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	Jun. 30, 2022	Jun. 30, 2021	Apr. 20, 2021	Feb. 08, 2021	Dec. 31, 2020
10% Warrants
Interest rate (as a percent)	10%	10%	10%	10%	10%

NATURE OF OPERATIONS, HISTORY A

NATURE OF OPERATIONS, HISTORY AND PRESENTATION	6 Months Ended
	Jun. 30, 2022
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
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,”) (formerly, General Cannabis Corp), was incorporated on June 3, 2013, and provides services and products to the regulated cannabis industry. On June 8, 2022, our shareholders, upon recommendation of the Board, approved an amendment to our Amended and Restated Articles of Incorporation at our 2022 Annual Meeting of Stockholders. The amendment to our Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Colorado on June 8, 2022 and formally changed the name of the Company to TREES Corporation. We currently trade on the OTCQB® Market under the trading symbol CANN. The trading symbol did not change with the name change. As of June 30, 2022, our operations are segregated into the following segments: Retail (“Retail Segment”) Through our acquisition of TDM, LLC (“TREES Englewood”) in September 2021, our acquisition of Trees Portland, LLC, Trees Waterfront, LLC in December 2021 and our acquisition of Trees MLK, LLC in January 2022, we operate a retail dispensary store in Englewood, Colorado and three retail stores in Portland, Oregon. Cultivation (“Cultivation Segment”) Through our acquisition of SevenFive Farm ("SevenFive") in May 2020, we operate a 17,000 square foot licensed light deprivation greenhouse cultivation facility. During the three months ended June 30, 2022 and 2021, 78% and 11% of SevenFive’s revenue was with one customer, respectively. During the six months ended June 30, 2022 and 2021, customer, respectively. The customer is a related party dispensary and the revenues associated with this customer is eliminated in consolidation. Discontinued Operations - Operations Consulting and Products (“Operations Segment”) Through Next Big Crop (“NBC”), we delivered comprehensive consulting services to the cannabis industry that included obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations. ​ NBC oversaw our wholesale equipment and supply business, operating under the name “GC Supply,” which provided turnkey sourcing and stocking services to cultivation, retail, and infused products manufacturing facilities. Our products included building materials, equipment, consumables, and compliance packaging. NBC also provided operational support for our internal cultivation. On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all the assets of NBC for a total of $150,000 and 10% of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Pursuant to amendment, the buyer paid the additional Basis of Presentation The accompanying 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, 2021, 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 consolidated financial statements and notes thereto of the Company for the year ended December 31, 2021, which were included in the annual report on Form 10-K filed by the Company on March 25, 2022. In the opinion of management, these 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 three and six months ended June 30, 2022, are not necessarily indicative of the operating results for the year ending December 31, 2022, 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 year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of our 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. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company's business and markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations, and financial condition, including revenues, expenses, reserves and allowances, fair value measurements and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. Discontinued Operations On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all of the assets of NBC for a total of $150,000 and 10% of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Pursuant to amendment, the buyer paid the additional profit share described above was eliminated. On January 1, 2021, we discontinued our investments segment. As this is not a materially significant segment, we have not shown the effects of the discontinued segment in the financial statements. The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. Going Concern We incurred net losses of $182,948 and $1,044,004 during the three and six months ended June 30, 2022, respectively, and $1,376,253 and $3,735,321 for the three and six months ended June 30, 2021, respectively, and had an accumulated deficit of $84,864,819 as of June 30, 2022. We had cash and cash equivalents of $1,072,896 and $2,054,050 as of June 30, 2022, and December 31, 2021, respectively. The accompanying 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. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of convertible debt. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to raise additional capital to support our planned investing activities. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans. Summary of Significant Accounting Policies See our Annual Report on Form 10-K for the year ended December 31, 2021, for discussion of the Company's significant accounting policies. Recently Issued Accounting Standards FASB ASU 2020-06 – “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”- In June 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Accounting Standards Updates (“ASU”) also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. We adopted this ASU in the first quarter of 2022. This ASU did not have a material effect on our condensed consolidated financial statements. FASB ASU 2019-12 – “Income Taxes (Topic 740)”

BUSINESS ACQUISITION

BUSINESS ACQUISITION	6 Months Ended
	Jun. 30, 2022
BUSINESS ACQUISITION
BUSINESS ACQUISITION	NOTE 2. BUSINESS ACQUISITION On September 2, 2021, we completed the acquisition of substantially all of the assets of TREES Englewood, representing a portion of the overall Trees transaction (“Trees Transaction”) previously disclosed pursuant to that certain First Amended and Restated Agreement and Plan of Reorganization and Liquidation dated May 28, 2021, by and among the Company, seller and certain other sellers party thereto, that consists of the assets relating to the Trees dispensary located in Englewood, Colorado (“Englewood Closing”). We paid $1,155,256 in cash in connection with the Englewood Closing and stock consideration of 22,380,310 shares of our Common Stock. The closing price of our common stock on September 2, 2021, the date of license transfer, was $0.47 per share, as such, fair value of consideration is $10,518,746 . Further, cash equal to $1,732,884 will be paid to the seller in equal monthly installments over a period of 24 months from the Englewood Closing. As of June 30, 2022, we have completed the preliminary allocation of the purchase price. Based on the preliminary purchase price, there was an adjustment from the tradename to goodwill in the amount of $3,601,000 . As of June 30, 2022, the purchase price allocation is being reviewed and is not yet completed. Management anticipates completing the final review of the purchase price allocation as soon as possible. As of June 30, 2022, the condensed consolidated balance sheet includes an allocation of cash, fixed assets, inventory, intangible assets and goodwill. ​ The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 32,941 Fixed assets ​ 59,335 Inventory ​ ​ 586,495 Tradename ​ ​ 1,399,000 Goodwill ​ 11,216,913 ​ ​ $ 13,294,684 ​ The accompanying condensed consolidated financial statements include the results of Trees Englewood from the date of acquisition for financial reporting purposes, September 2, 2021. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ ​ 2021 ​ 2021 ​ Total revenues ​ $ 2,944,108 ​ $ 6,079,238 ​ Net income (loss) attributable to common stockholders ​ $ 228,132 ​ $ 638,723 ​ Net income (loss) per common share ​ $ 0.00 ​ $ 0.01 ​ Weighted average number of basic and diluted common shares outstanding ​ ​ 84,564,058 ​ ​ 84,352,863 ​ ​ The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. On December 30, 2021, we completed the acquisition of substantially all the assets of Trees Portland, LLC and Trees Waterfront, LLC, representing a portion of the overall Trees Transaction, which consists of the assets relating to certain Trees dispensaries located in Portland, Oregon ("Oregon Closing”). We paid cash in the amount of $331,581 in connection with the Oregon Closing and stock consideration of 6,423,575 shares of our Common Stock. The closing price of our common stock on December 30, 2021, the date of license transfer, was $0.23 per share, as such, fair value of consideration is $1,477,422 . Further, cash equal to $497,371 will be paid to the sellers in equal monthly installments over a period of 24 months from the Oregon Closing. As of June 30, 2022, we have completed the preliminary allocation of the purchase price. Based on the preliminary purchase price, there was an adjustment from the tradename to goodwill in the amount of $341,000 . As of June 30, 2022, the purchase price allocation is being reviewed and is not yet completed. Management anticipates completing the final review of the purchase price allocation as soon as possible. As of June 30, 2022, the condensed consolidated balance sheet includes an allocation of cash, fixed assets, inventory, intangible assets and goodwill. ​ The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 14,568 Fixed assets ​ 56,015 Inventory ​ ​ 202,046 Tradename ​ ​ 509,000 Goodwill ​ 1,524,744 ​ ​ $ 2,306,373 ​ The accompanying consolidated financial statements include the results of Trees Oregon from the date of acquisition for financial reporting purposes, December 30, 2021. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2020, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, June 30, ​ ​ 2021 ​ 2021 ​ Total revenues ​ $ 1,274,029 ​ $ 2,529,124 ​ Net income (loss) attributable to common stockholders ​ $ 15,547 ​ $ 66,169 ​ Net income (loss) per common share ​ $ 0.00 ​ $ 0.00 ​ Weighted average number of basic and diluted common shares outstanding ​ ​ 68,607,323 ​ ​ 68,396,128 ​ ​ The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2020, or to project potential operating results as of any future date or for any future periods. ​ On January 5, 2022, we completed the acquisition of substantially all of the assets of Trees MLK Inc. (“MLK”), representing the remaining Oregon dispensary in connection with the overall Trees transaction. We paid cash in the amount of shares of our Common Stock. The closing price of our common stock on January 5, 2022, the date of license transfer, was . Further, cash equal to from the MLK closing. When we closed on MLK it was a non-operating dispensary. We opened the dispensary in the second quarter of 2022. As of June 30, 2022, we have completed the preliminary allocation of the purchase price. Based on the preliminary purchase price, there was an adjustment from the tradename to goodwill in the amount of $912,000 . As of June 30, 2022, the purchase price allocation is being reviewed and is not yet completed. Management anticipates completing the final review of the purchase price allocation as soon as possible. As of June 30, 2022, the condensed consolidated balance sheet includes an allocation of fixed assets, intangible assets and goodwill. ​ The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired: ​ ​ ​ ​ ​ Fixed assets $ 25,150 Tradename ​ ​ 88,000 Goodwill ​ 1,870,381 ​ ​ $ 1,983,531 ​ The accompanying consolidated financial statements include the results of Trees MLK from the date of acquisition for financial reporting purposes, January 5, 2022. The pro-forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2021, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 Total revenues ​ $ 22,419 ​ $ — ​ $ 22,419 ​ $ — Net income (loss) attributable to common stockholders ​ $ 1,999 ​ $ (46,336) ​ $ (43,588) ​ $ (77,668) Net income (loss) per common share ​ $ 0.00 ​ $ (0.00) ​ $ (0.00) ​ $ (0.00) Weighted average number of basic and diluted common shares outstanding ​ ​ 96,192,184 ​ ​ 67,154,402 ​ ​ 96,136,840 ​ ​ 66,943,207 ​ The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2021, or to project potential operating results as of any future date or for any future periods.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	6 Months Ended
	Jun. 30, 2022
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS	​ NOTE 3. DISCONTINUED OPERATIONS On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all of the assets of NBC for a total of $150,000 and 10% of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Pursuant to amendment, the buyer paid the additional Assets and liabilities of discontinued operations for the Operations Segment included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2022 2021 Accounts receivable, net ​ $ — ​ $ — Prepaid expenses and other current assets ​ — ​ — Current assets discontinued operations ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ — ​ ​ — Noncurrent assets discontinued operations ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ — ​ ​ — Customer deposits ​ ​ — ​ ​ — Current liabilities discontinued operations ​ $ — ​ $ — ​ A summary of the discontinued operations for the Operations Segment is presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ 2022 2021 ​ 2022 ​ 2021 Product revenues ​ $ — ​ $ 53,865 $ 3,438 $ 614,301 Service revenues ​ ​ — ​ ​ 96,129 ​ ​ — ​ ​ 519,878 Total revenues ​ ​ — ​ ​ 149,994 ​ ​ 3,438 ​ ​ 1,134,179 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ — ​ 286,663 ​ ​ — ​ ​ 1,127,555 Selling, general and administrative ​ — ​ 177,947 ​ ​ (1,845) ​ ​ 329,833 Professional fees ​ — ​ 4,202 ​ ​ — ​ ​ 4,801 Depreciation and amortization ​ ​ — ​ ​ 4,259 ​ ​ — ​ ​ 8,519 Total costs and expenses ​ — ​ 473,071 ​ ​ (1,845) ​ ​ 1,470,708 Income (loss) from discontinued operations ​ $ — ​ $ (323,077) ​ $ 5,283 ​ $ (336,529) ​ The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The following table provides selected information on cash flows related to discontinued operations for the Operations Segment for the six months ended June 30, 2022 and 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ ​ June 30, ​ ​ 2022 2021 ​ Accounts receivables ​ $ — ​ $ (75,268) ​ Prepaid expenses and other current assets ​ ​ — ​ ​ 502,278 ​ Depreciation and amortization ​ ​ — ​ ​ 8,519 ​ Capital expenditures ​ ​ — ​ ​ — ​ Accounts payable and accrued expenses ​ ​ — ​ ​ (135,305) ​ Customer deposits ​ ​ — ​ ​ (466,785) ​ ​

INVENTORIES, NET

INVENTORIES, NET	6 Months Ended
	Jun. 30, 2022
INVENTORIES, NET
INVENTORIES, NET	NOTE 4. INVENTORIES, NET Our inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2022 2021 Raw materials ​ $ 14,027 ​ $ 13,343 Work-in-progress and finished goods ​ ​ 1,316,757 ​ ​ 1,109,740 Less: Inventory reserves ​ ​ — ​ ​ — Inventories, net ​ $ 1,330,784 ​ $ 1,123,083 ​

LEASES

LEASES	6 Months Ended
	Jun. 30, 2022
LEASES
LEASES	NOTE 5. LEASES On September 2, 2021, we entered into a commercial real estate lease with a related party (see Note 11) for retail space for our dispensary in Englewood, CO, with an initial term of 5 years and, at our option, two additional terms of 3 years each. Rent is $10,000 per month with 3% annual escalations during the initial term and 4% annual escalations during the option term. We also pay our portion of real estate taxes. In June 2022, we amended the lease to amend the option to renew for 3 years . No other changes to the lease were made. We accounted for the amendment as a lease modification and remeasured the lease with an incremental borrowing rate of to the right-of-use operating lease asset and lease liability from the initial lease valued on September 2, 2021. We determined the present value of the future lease payments using a discount rate of lease liability Through the acquisition of Trees Englewood, we entered into a commercial real estate lease for office space in Denver, CO. This office space is our corporate office. The lease expires in November 2022. Rent is lease liability Through the acquisition of Trees Portland, we entered into a commercial real estate lease in Portland, OR. The lease expires in April 2027. Rent is $5,124 per month with a 5% annual escalation beginning in May 2022. The rent includes payment of property taxes. We determined the present value of the future lease payments using a discount of 20% over a 5.5-year term, resulting in a right-of-use asset and lease liability of $229,501. As of June 30, 2022 ​ Through the acquisition of Trees Waterfront, we entered into a commercial real estate lease in Portland, OR. The lease has an initial term of 5 years and, at our option an additional term of 5 years . The lease expires in March 2031. Rent is June 30, 2022 ​ Through the acquisition of Trees MLK, we entered into a commercial real estate lease in Portland, OR. The lease has an initial term of each. The lease expires in July 2029. Rent is annual escalation. The rent includes payment of property taxes. We determined the present value of the future lease payments using a discount rate of . As of March 31, 2022 In April 2022, we entered into an Amendment to Lease with Dalton Farms, LLC, the landlord of our grow facility. Pursuant to the Lease Amendment, commencing April 1, 2022, base rent decreases to remainder of 2022. Increases in base rent become effective January 1, 2023 and are as otherwise provided for in the original lease. We accounted for the amendment as a lease modification and remeasured the lease with an incremental borrowing rate of from the first amended lease valued in December 2021. We determined the present value of the future lease payments using a discount rate of lease liability Future remaining minimum lease payments were as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2022 (remaining six months) ​ $ 352,986 2023 ​ 656,415 2024 ​ 685,056 2025 ​ 702,501 2026 ​ 720,840 Thereafter ​ 4,632,893 Total ​ 7,750,691 Less: Present value adjustment ​ (4,715,116) Operating lease liability ​ $ 3,035,575 ​

ACCRUED STOCK PAYABLE

ACCRUED STOCK PAYABLE	6 Months Ended
	Jun. 30, 2022
ACCRUED STOCK PAYABLE
ACCRUED STOCK PAYABLE	NOTE 6. The following tables summarize the changes in accrued common stock payable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Amount Shares Balance as of December 31, 2020 ​ $ 94,861 ​ ​ 359,415 Trees Waterfront acquisition stock accrual ​ ​ 383,994 ​ ​ 1,669,537 Stock issued ​ ​ (33,961) ​ ​ (259,415) Balance as of December 31, 2021 ​ $ 444,894 ​ ​ 1,769,537 Stock issued ​ ​ (383,994) ​ ​ (1,669,537) Balance as of June 30, 2022 ​ $ 60,900 ​ ​ 100,000 ​ In December 2021, we completed the acquisition of Trees Waterfront. As part of the transaction, we granted shares of our common stock. The stock was issued on January 6, 2022.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2022
NOTES PAYABLE
NOTES PAYABLE	NOTE 7. NOTES PAYABLE Our notes payable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 2020 10% Notes ​ $ 6,580,000 ​ $ 6,580,000 Related party note payable ​ ​ 320,000 ​ ​ 320,000 Trees Acquisition Notes ​ ​ 1,845,644 ​ ​ 2,013,644 Unamortized debt discount ​ ​ (1,480,504) ​ ​ (1,911,447) ​ ​ ​ 7,265,140 ​ ​ 7,002,197 Less: Current portion ​ ​ (1,307,558) ​ ​ (1,094,398) Long-term portion ​ $ 5,957,582 ​ $ 5,907,799 ​ 10% Notes In December 2020, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement’) with certain accredited investors (the “10% Investors”), pursuant to which we issued and sold senior convertible promissory notes (the “10% Notes”) with an aggregate principal amount of $2,940,000 in exchange for payment to us by certain 10% Investors of an aggregate amount of $1,940,000 in cash, as well as cancellation of outstanding indebtedness of previously issued 15% notes in the aggregate amount of $1,000,000 . In connection with the issuance of the per share. In the aggregate, this equals shares of our common stock. The and will mature on December 23, 2023. The per share. The The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $254,400. The relative fair value of the cancellation of the outstanding indebtedness was recorded as an extinguishment of debt and additional paid-in capital of $131,000. We recorded amortization of debt discount expense from the 10% Notes of $21,630 for the three months ended June 30, 2022 and 2021 and $43,023 during the six months ended June 30, 2022 and 2021. We determined there was Notes issued in December 2020. The For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of December 23, 2020, were: ​ ​ ​ ​ ​ Current stock price $ 0.53 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.38 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115% ​ On February 8, 2021, we entered into a Securities Purchase Agreement with an accredited 10% Investor, pursuant to which we issued and sold 10% Notes with an aggregate principal amount of $1,660,000 to such 10% Investor. The 10% Notes are part of an over-allotment option exercised by us in connection with the convertible note offering consummated on December 23, 2020, as discussed above. In connection with the issuance of the 10% Notes, the holder received warrants to purchase shares of our common stock equal to 20% coverage of the aggregate principal amount at $0.56 per share. In the aggregate, this equals 592,858 shares of our common stock with a par value $0.001 per share. The at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share. The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $429,300 . We determined that this as additional paid in capital and a debt discount and included in our consolidated statement of operations. We recorded amortization of debt discount expense from the during the six months ended June 30, 2022 and 2021, respectively. The For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of February 8, 2021, were: ​ ​ ​ ​ ​ Current stock price $ 1.12 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.48 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 118% ​ On April 20, 2021, we entered into a Securities Purchase Agreement with accredited 10% Investors, pursuant to which we issued and sold 10% Notes with an aggregate principal amount of $2,300,000 to such 10% Investors. The consummated on December 23, 2020, and February 8, 2021. In connection with the issuance of the of the aggregate principal amount invested. The and will mature on April 20, 2024. The per share. The The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $810,000 . We determined that these as additional paid in capital and a debt discount and included in our consolidated statement of operations. We recorded amortization of debt discount expense from the for the six months ended June 30, 2022 and 2021, respectively. The For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of April 20, 2021, were: ​ ​ ​ ​ ​ Current stock price $ 0.83 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.81% Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115% ​

WARRANT DERIVATIVE LIABILITY

WARRANT DERIVATIVE LIABILITY	6 Months Ended
	Jun. 30, 2022
WARRANT DERIVATIVE LIABILITY.
WARRANT DERIVATIVE LIABILITY	NOTE 8. WARRANT DERIVATIVE LIABILITY On May 31, 2019, we received gross proceeds of $3 million by issuing three million shares of our common stock and three million warrants (“2019 Warrants”) to purchase shares of our common stock (“2019 Units”) in a registered direct offering for $1.00 per 2019 Unit (collectively defined as the “2019 Capital Raise”). The 2019 Warrants, issued with the 2019 Capital Raise, are accounted for as a derivative liability. The 2019 Warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash based on the Black-Scholes value, upon certain fundamental transactions, as defined in the 2019 Warrant agreement, which are considered outside of the control of management, such as a change of control. The original exercise price of the 2019 Warrants was $1.30 per share. The 2019 Warrants contain certain anti-dilution adjustment provisions with respect to subsequent issuances of securities by the Company at a price below the exercise price of such warrants. As a result of such subsequent issuances of securities by the Company during the fourth quarter 2019, the exercise price of the 2019 Warrants decreased to $0.45 per share and the number of shares subject to the 2019 Warrants increased to 8,666,666 shares of common stock as of December 31, 2019. In May 2020, we issued securities at a price lower than the $0.45 per share above. As a result, the exercise price of the 2019 Warrants decreased to $0.3983 per share and the number of shares subject to the 2019 Warrants increased to 9,591,614 shares of common stock. During the first quarter of 2021 the warrant holders exercised 1,323,000 warrants into 747,208 shares of our common stock through cashless exercise. We booked an adjustment to the derivative liability of as a result. As of June 30, 2022, there were The following are the key assumptions that were used to determine the fair value of the 2019 Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ June 30, ​ ​ 2021 ​ 2022 ​ Number of shares underlying the warrants ​ 322,807 ​ ​ 322,807 ​ ​ Fair market value of stock ​ $ 0.22 ​ $ 0.23 ​ ​ Exercise price ​ $ 0.40 ​ $ 0.40 ​ ​ Volatility ​ ​ 94 % ​ 105 % ​ Risk-free interest rate ​ ​ 1.26 % ​ 3.01 % ​ Warrant life (years) ​ ​ 2.41 ​ 1.92 ​ ​ ​ The following table sets forth a summary of the changes in the fair value of the warrant derivative liability, our Level 3 financial liabilities that are measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ ​ 2022 2021 2022 2021 ​ Beginning balance ​ $ 88,981 ​ $ 236,995 ​ $ 28,317 ​ $ 561,368 ​ Warrant exercise ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,523,117) ​ Change in fair value of warrants derivative liability ​ ​ (59,258) ​ ​ (102,761) ​ ​ 1,406 ​ ​ 1,095,983 ​ Ending balance ​ $ 29,723 ​ $ 134,234 ​ $ 29,723 ​ $ 134,234 ​ ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 9. COMMITMENTS AND CONTINGENCIES In July 2021, we were served with a Complaint in the District Court, County of Denver, Colorado, by plaintiff 2353 SB, LLC (“Plaintiff”). We entered into a lease with Plaintiff for the premises at 2353 South Broadway, Denver, CO with a term of three We have taken the position that our failure to take possession and make any further payments under the lease is directly related to the COVID-19 pandemic. We intend to vigorously defend this action and believe that the above-referenced force majeure clause presents a complete defense to Plaintiff’s claims. Both parties have filed motions for summary judgment, and the parties are currently awaiting the decision of the court in respect thereof. In June 2020, Michael Feinsod resigned as our Executive Chairman, claiming that his resignation was for "Good Reason" under the terms of his employment agreement. If it is ultimately determined that his resignation was, in fact, for "Good Reason", rather than a voluntary act absent "Good Reason", it could enable certain potential claims for benefits under his employment agreement, including potential claims for severance, for the vesting of his unvested options and/or for the extension of the term within which he can exercise his options in the future. We do not believe that Mr. Feinsod's resignation was for "Good Reason." Accordingly, we believe that Mr. Feinsod's resignation was voluntary, and that any such potential claims, if asserted, would be without substantial merit. Although the outcome of legal proceedings is subject to uncertainty, the Company will vigorously defend any future claims made by Mr. Feinsod alleging a "Good Reason" resignation. From time to time, we are a party to various litigation matters incidental to the conduct of its business. We are not presently a party to any legal proceedings that would have a material adverse effect on our business, operating results, financial condition, or cash flows.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 10. STOCKHOLDERS’ EQUITY 2021 Preferred stock offering On September 10, 2021, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with various accredited investors (the “2021 Investors), pursuant to which we issued and sold Units consisting of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants (the “Preferred Warrants”) to purchase shares of our common stock with a par value of $0.001 per share. The total number of Units sold was . Each Unit consists of Preferred Warrants. The purchase price of each Unit was . Each share of Series A Preferred is convertible into . The Certificate of Designation of the Series A Preferred Stock (“Certificate of Designation”) was filed with the Secretary of the State of Colorado on September 14, 2021. The Certificate of Designations established the new preferred series entitled “Series A Convertible Preferred Stock” with ● 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 1,000 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 The Preferred Warrants have a five-year term and an exercise price per Preferred Warrant share of $1.05 . The warrants contain an anti-dilution provision pursuant to which upon we do a future capital raise at less than The proceeds received in the sale of the Series A Preferred totaled $1,180,000, for the issuance of 1,180 Series A Preferred, plus 354,000 warrants. The warrants were valued using a Black Scholes model, at Stock-based compensation We use the fair value method to account for stock-based compensation. We recorded for the six months ended June 30, 2022 and 2021, respectively. This includes expense related to options issued in prior years for which the requisite service period for those options includes the current period as well as options issued in the current period. Forfeited options result in a reversal in the period forfeited. The fair value of these instruments was calculated using the Black-Scholes option pricing method. On September 3, 2021, we modified two employees stock options in conjunction with revised employment agreements. As a result of the modification, we recognized an additional During the six months ended June 30, 2022, we granted options to purchase 250,000 common shares to directors. The options expire . Fair value of the awards at the date of grants totaled The following summarizes Employee Awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2021 ​ 4,903,545 ​ $ 1.11 ​ 5.3 ​ $ 22,000 Granted ​ 250,000 ​ ​ 0.34 ​ ​ ​ Exercised — ​ — ​ Forfeited or expired (216,720) ​ 0.87 ​ Outstanding as of June 30, 2022 4,936,825 $ 1.08 4.9 ​ $ 23,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable as of June 30, 2022 4,314,445 ​ $ 1.19 5.1 ​ $ 4,000 ​ As of June 30, 2022, there was approximately $55,997 of total unrecognized compensation expense related to unvested employee awards, which is expected to be recognized over a weighted-average period of two months. On April 1, 2022 we entered into a Restricted Stock Unit Agreement with four participants. The Restricted Stock Unit’s (“RSU”) were granted pursuant to our 2020 Omnibus Incentive Plan. RSU’s. The equal tranches of RSU’s. Each tranche RSU will vest immediately if and upon the market price reaching a certain minimum market price of our common stock as reported on the OTCQB market. Each tranche will vest as the market price reaches . Upon the RSU’s vesting, the participant will be promptly issued shares of our common stock. If there is a change in control, all unvested RSU’s granted under this agreement will become fully vested and the vested RSU’s will be paid out or settled. The fair value of these instruments is and was calculated using the Monte Carlo model. The fair value of the RSU’s is recognized over the requisite service period. As these RSU’s do not have a service period, we used the requisite service period derived from the valuation of . The expense recognized in relation to the RSU’s for the three and six months ended June 30, 2022 was . As of June 30, 2022, of the RSU’s have vested.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 11. RELATED PARTY TRANSACTIONS On June 3, 2020, we entered into a consulting agreement with Adam Hershey, Interim Chief Executive Officer, board member and investor, pursuant to which he would act as a strategic consultant for the Company, including providing assistance with the sourcing and evaluation of merger and acquisition deals, strategic capital, and strategic partnerships or joint ventures. Mr. Hershey is paid an initial monthly rate of $8,333 for the services, subject to certain adjustments. We paid We currently have a lease agreement with Dalton Adventures, LLC in which we rent 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 owner of Dalton Adventures, LLC is a principal shareholder and board member of the Company. We have paid approximately We had a lease agreement with Bellewood Holdings, LLC in which we rented retail space for the Trees Englewood retail store in Englewood, Colorado for $11,287 per month, of which $10,000 is base rent and $1,287 is property taxes. The owner of Bellewood Holdings, LLC is a principal shareholder and board member of the Company. In June 2022, the building was sold to an unrelated party. We paid approximately On December 23, 2020, four of our current board members purchased senior convertible promissory notes from the Company for an aggregate amount of $320,000. These notes are included in the 10% Notes discussed in Note 7. Accrued interest earned and owed to the board members was

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2022
SEGMENT INFORMATION
SEGMENT INFORMATION	NOTE 12. 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, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 Retail Cultivation Eliminations ​ Total Revenues ​ $ 3,158,335 ​ $ 349,338 ​ $ (271,946) ​ $ 3,235,727 Costs and expenses ​ ​ (2,162,644) ​ ​ (414,732) ​ ​ 271,946 ​ ​ (2,305,430) Segment operating income ​ $ 995,691 ​ $ (65,394) ​ $ — ​ ​ 930,297 Corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,113,245) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (182,948) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Cultivation ​ Eliminations Total Revenues ​ $ 698,608 ​ $ — ​ $ 698,608 Costs and expenses ​ ​ (677,715) ​ ​ 6,094 ​ ​ (671,621) Segment operating income ​ $ 20,893 ​ $ 6,094 ​ ​ 26,987 Corporate expenses ​ ​ ​ ​ ​ ​ (1,080,163) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ $ (1,053,176) ​ Six months ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 Retail Cultivation Eliminations Total Total revenues ​ $ 6,455,879 ​ $ 867,618 ​ $ (514,462) ​ $ 6,809,035 Costs and expenses ​ (4,755,913) ​ (1,122,281) ​ 514,462 ​ (5,363,732) Operating (loss) income ​ $ 1,699,966 ​ $ (254,663) ​ $ — ​ ​ 1,445,303 Corporate expenses ​ ​ ​ ​ ​ (2,494,590) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (1,049,287) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Cultivation Eliminations Total Total revenues ​ $ 1,347,941 ​ — ​ $ 1,347,941 Costs and expenses ​ (1,475,423) ​ 16,870 ​ (1,458,553) Operating income ​ $ (127,482) ​ $ 16,870 ​ ​ (110,612) Corporate expenses ​ ​ ​ ​ (3,288,180) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ $ (3,398,792) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Total assets 2022 2021 Retail ​ $ 19,109,330 ​ $ 16,831,580 Cultivation ​ ​ 3,700,433 ​ ​ 3,634,406 Corporate ​ 216,013 ​ 1,709,496 Total assets - segments ​ ​ 23,025,776 ​ ​ 22,175,482 Intercompany eliminations ​ ​ (35,703) ​ ​ (151,137) Total assets - consolidated ​ $ 22,990,073 ​ $ 22,024,345 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 13. SUBSEQUENT EVENTS We performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements.

NATURE OF OPERATIONS, HISTORY_2

NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2022
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
Nature of Operations	Nature of Operations TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) (formerly, General Cannabis Corp), was incorporated on June 3, 2013, and provides services and products to the regulated cannabis industry. On June 8, 2022, our shareholders, upon recommendation of the Board, approved an amendment to our Amended and Restated Articles of Incorporation at our 2022 Annual Meeting of Stockholders. The amendment to our Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Colorado on June 8, 2022 and formally changed the name of the Company to TREES Corporation. We currently trade on the OTCQB® Market under the trading symbol CANN. The trading symbol did not change with the name change. As of June 30, 2022, our operations are segregated into the following segments: Retail (“Retail Segment”) Through our acquisition of TDM, LLC (“TREES Englewood”) in September 2021, our acquisition of Trees Portland, LLC, Trees Waterfront, LLC in December 2021 and our acquisition of Trees MLK, LLC in January 2022, we operate a retail dispensary store in Englewood, Colorado and three retail stores in Portland, Oregon. Cultivation (“Cultivation Segment”) Through our acquisition of SevenFive Farm ("SevenFive") in May 2020, we operate a 17,000 square foot licensed light deprivation greenhouse cultivation facility. During the three months ended June 30, 2022 and 2021, 78% and 11% of SevenFive’s revenue was with one customer, respectively. During the six months ended June 30, 2022 and 2021, customer, respectively. The customer is a related party dispensary and the revenues associated with this customer is eliminated in consolidation. Discontinued Operations - Operations Consulting and Products (“Operations Segment”) Through Next Big Crop (“NBC”), we delivered comprehensive consulting services to the cannabis industry that included obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations. ​ NBC oversaw our wholesale equipment and supply business, operating under the name “GC Supply,” which provided turnkey sourcing and stocking services to cultivation, retail, and infused products manufacturing facilities. Our products included building materials, equipment, consumables, and compliance packaging. NBC also provided operational support for our internal cultivation. On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all the assets of NBC for a total of $150,000 and 10% of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Pursuant to amendment, the buyer paid the additional
Basis of Presentation	Basis of Presentation The accompanying 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, 2021, 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 consolidated financial statements and notes thereto of the Company for the year ended December 31, 2021, which were included in the annual report on Form 10-K filed by the Company on March 25, 2022. In the opinion of management, these 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 three and six months ended June 30, 2022, are not necessarily indicative of the operating results for the year ending December 31, 2022, 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 year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Use of Estimates	Use of Estimates The preparation of our 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. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company's business and markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations, and financial condition, including revenues, expenses, reserves and allowances, fair value measurements and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.
Discontinued Operations	Discontinued Operations On July 16, 2021, we entered into an Asset Purchase Agreement with an individual to sell substantially all of the assets of NBC for a total of $150,000 and 10% of profits generated by the buyer in the states of Michigan, Mississippi, and Massachusetts for a period of twelve months from the closing. On August 2, 2021, the sale of NBC was completed. Pursuant to amendment, the buyer paid the additional profit share described above was eliminated. On January 1, 2021, we discontinued our investments segment. As this is not a materially significant segment, we have not shown the effects of the discontinued segment in the financial statements. The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows.
Going Concern	Going Concern We incurred net losses of $182,948 and $1,044,004 during the three and six months ended June 30, 2022, respectively, and $1,376,253 and $3,735,321 for the three and six months ended June 30, 2021, respectively, and had an accumulated deficit of $84,864,819 as of June 30, 2022. We had cash and cash equivalents of $1,072,896 and $2,054,050 as of June 30, 2022, and December 31, 2021, respectively. The accompanying 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. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of convertible debt. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to raise additional capital to support our planned investing activities. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans.
Recently Issued Accounting Standards	Recently Issued Accounting Standards FASB ASU 2020-06 – “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”- In June 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Accounting Standards Updates (“ASU”) also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. We adopted this ASU in the first quarter of 2022. This ASU did not have a material effect on our condensed consolidated financial statements. FASB ASU 2019-12 – “Income Taxes (Topic 740)”

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	6 Months Ended
	Jun. 30, 2022
TREES Englewood
Schedule of purchase price allocation	​ ​ ​ ​ ​ Cash ​ $ 32,941 Fixed assets ​ 59,335 Inventory ​ ​ 586,495 Tradename ​ ​ 1,399,000 Goodwill ​ 11,216,913 ​ ​ $ 13,294,684
Trees Oregon
Schedule of purchase price allocation	​ ​ ​ ​ ​ Cash ​ $ 14,568 Fixed assets ​ 56,015 Inventory ​ ​ 202,046 Tradename ​ ​ 509,000 Goodwill ​ 1,524,744 ​ ​ $ 2,306,373
Trees MLK, Inc.
Schedule of purchase price allocation	​ ​ ​ ​ ​ Fixed assets $ 25,150 Tradename ​ ​ 88,000 Goodwill ​ 1,870,381 ​ ​ $ 1,983,531
TREES Englewood
Schedule of pro forma results of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ ​ 2021 ​ 2021 ​ Total revenues ​ $ 2,944,108 ​ $ 6,079,238 ​ Net income (loss) attributable to common stockholders ​ $ 228,132 ​ $ 638,723 ​ Net income (loss) per common share ​ $ 0.00 ​ $ 0.01 ​ Weighted average number of basic and diluted common shares outstanding ​ ​ 84,564,058 ​ ​ 84,352,863 ​
Trees Oregon
Schedule of pro forma results of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, June 30, ​ ​ 2021 ​ 2021 ​ Total revenues ​ $ 1,274,029 ​ $ 2,529,124 ​ Net income (loss) attributable to common stockholders ​ $ 15,547 ​ $ 66,169 ​ Net income (loss) per common share ​ $ 0.00 ​ $ 0.00 ​ Weighted average number of basic and diluted common shares outstanding ​ ​ 68,607,323 ​ ​ 68,396,128 ​
Trees MLK, Inc.
Schedule of pro forma results of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 Total revenues ​ $ 22,419 ​ $ — ​ $ 22,419 ​ $ — Net income (loss) attributable to common stockholders ​ $ 1,999 ​ $ (46,336) ​ $ (43,588) ​ $ (77,668) Net income (loss) per common share ​ $ 0.00 ​ $ (0.00) ​ $ (0.00) ​ $ (0.00) Weighted average number of basic and diluted common shares outstanding ​ ​ 96,192,184 ​ ​ 67,154,402 ​ ​ 96,136,840 ​ ​ 66,943,207

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	6 Months Ended
	Jun. 30, 2022
DISCONTINUED OPERATIONS
Schedule of asset and liabilities from discontinued operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ December 31, ​ 2022 2021 Accounts receivable, net ​ $ — ​ $ — Prepaid expenses and other current assets ​ — ​ — Current assets discontinued operations ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ — ​ ​ — Noncurrent assets discontinued operations ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ — ​ ​ — Customer deposits ​ ​ — ​ ​ — Current liabilities discontinued operations ​ $ — ​ $ —
Schedule of net income (loss) from discontinued operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ 2022 2021 ​ 2022 ​ 2021 Product revenues ​ $ — ​ $ 53,865 $ 3,438 $ 614,301 Service revenues ​ ​ — ​ ​ 96,129 ​ ​ — ​ ​ 519,878 Total revenues ​ ​ — ​ ​ 149,994 ​ ​ 3,438 ​ ​ 1,134,179 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ — ​ 286,663 ​ ​ — ​ ​ 1,127,555 Selling, general and administrative ​ — ​ 177,947 ​ ​ (1,845) ​ ​ 329,833 Professional fees ​ — ​ 4,202 ​ ​ — ​ ​ 4,801 Depreciation and amortization ​ ​ — ​ ​ 4,259 ​ ​ — ​ ​ 8,519 Total costs and expenses ​ — ​ 473,071 ​ ​ (1,845) ​ ​ 1,470,708 Income (loss) from discontinued operations ​ $ — ​ $ (323,077) ​ $ 5,283 ​ $ (336,529)
Schedule of selected information on cash flows related to discontinued operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ ​ June 30, ​ ​ 2022 2021 ​ Accounts receivables ​ $ — ​ $ (75,268) ​ Prepaid expenses and other current assets ​ ​ — ​ ​ 502,278 ​ Depreciation and amortization ​ ​ — ​ ​ 8,519 ​ Capital expenditures ​ ​ — ​ ​ — ​ Accounts payable and accrued expenses ​ ​ — ​ ​ (135,305) ​ Customer deposits ​ ​ — ​ ​ (466,785) ​

INVENTORIES, NET (Tables)

INVENTORIES, NET (Tables)	6 Months Ended
	Jun. 30, 2022
INVENTORIES, NET
Schedule of inventories	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2022 2021 Raw materials ​ $ 14,027 ​ $ 13,343 Work-in-progress and finished goods ​ ​ 1,316,757 ​ ​ 1,109,740 Less: Inventory reserves ​ ​ — ​ ​ — Inventories, net ​ $ 1,330,784 ​ $ 1,123,083

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2022
LEASES
Schedule of future remaining minimum lease payments	​ ​ ​ ​ ​ Year ending December 31, Amount 2022 (remaining six months) ​ $ 352,986 2023 ​ 656,415 2024 ​ 685,056 2025 ​ 702,501 2026 ​ 720,840 Thereafter ​ 4,632,893 Total ​ 7,750,691 Less: Present value adjustment ​ (4,715,116) Operating lease liability ​ $ 3,035,575

ACCRUED STOCK PAYABLE (Tables)

ACCRUED STOCK PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2022
ACCRUED STOCK PAYABLE
Schedule of accrued common stock payable	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Amount Shares Balance as of December 31, 2020 ​ $ 94,861 ​ ​ 359,415 Trees Waterfront acquisition stock accrual ​ ​ 383,994 ​ ​ 1,669,537 Stock issued ​ ​ (33,961) ​ ​ (259,415) Balance as of December 31, 2021 ​ $ 444,894 ​ ​ 1,769,537 Stock issued ​ ​ (383,994) ​ ​ (1,669,537) Balance as of June 30, 2022 ​ $ 60,900 ​ ​ 100,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Schedule of notes payable	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 2020 10% Notes ​ $ 6,580,000 ​ $ 6,580,000 Related party note payable ​ ​ 320,000 ​ ​ 320,000 Trees Acquisition Notes ​ ​ 1,845,644 ​ ​ 2,013,644 Unamortized debt discount ​ ​ (1,480,504) ​ ​ (1,911,447) ​ ​ ​ 7,265,140 ​ ​ 7,002,197 Less: Current portion ​ ​ (1,307,558) ​ ​ (1,094,398) Long-term portion ​ $ 5,957,582 ​ $ 5,907,799
10% Warrants
Class of Warrant or Right [Line Items]
Summary of underlying assumptions used in the binomial lattice model to determine the fair value of Warrants	For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of December 23, 2020, were: ​ ​ ​ ​ ​ Current stock price $ 0.53 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.38 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115% For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of February 8, 2021, were: ​ ​ ​ ​ ​ Current stock price $ 1.12 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.48 % Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 118% For purposes of determining the debt discount, the underlying assumptions used in the binomial lattice model to determine the fair value of the 10% Warrants as of April 20, 2021, were: ​ ​ ​ ​ ​ Current stock price $ 0.83 Exercise price ​ $ 0.56 Risk-free interest rate ​ ​ 0.81% Expected dividend yield ​ ​ — Expected term (in years) ​ ​ 5.0 Expected volatility ​ ​ 115%

WARRANT DERIVATIVE LIABILITY (T

WARRANT DERIVATIVE LIABILITY (Tables)	6 Months Ended
	Jun. 30, 2022
WARRANT DERIVATIVE LIABILITY.
Summary of key assumptions used to determine fair value of warrants	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ June 30, ​ ​ 2021 ​ 2022 ​ Number of shares underlying the warrants ​ 322,807 ​ ​ 322,807 ​ ​ Fair market value of stock ​ $ 0.22 ​ $ 0.23 ​ ​ Exercise price ​ $ 0.40 ​ $ 0.40 ​ ​ Volatility ​ ​ 94 % ​ 105 % ​ Risk-free interest rate ​ ​ 1.26 % ​ 3.01 % ​ Warrant life (years) ​ ​ 2.41 ​ 1.92 ​ ​
Summary of the changes in the fair value of the warrant derivative liability	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ ​ 2022 2021 2022 2021 ​ Beginning balance ​ $ 88,981 ​ $ 236,995 ​ $ 28,317 ​ $ 561,368 ​ Warrant exercise ​ ​ — ​ ​ — ​ ​ — ​ ​ (1,523,117) ​ Change in fair value of warrants derivative liability ​ ​ (59,258) ​ ​ (102,761) ​ ​ 1,406 ​ ​ 1,095,983 ​ Ending balance ​ $ 29,723 ​ $ 134,234 ​ $ 29,723 ​ $ 134,234 ​

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS' EQUITY
Summary of Employee Awards activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2021 ​ 4,903,545 ​ $ 1.11 ​ 5.3 ​ $ 22,000 Granted ​ 250,000 ​ ​ 0.34 ​ ​ ​ Exercised — ​ — ​ Forfeited or expired (216,720) ​ 0.87 ​ Outstanding as of June 30, 2022 4,936,825 $ 1.08 4.9 ​ $ 23,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable as of June 30, 2022 4,314,445 ​ $ 1.19 5.1 ​ $ 4,000

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2022
SEGMENT INFORMATION
Schedule of segment reporting information, by segment	Three months ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 Retail Cultivation Eliminations ​ Total Revenues ​ $ 3,158,335 ​ $ 349,338 ​ $ (271,946) ​ $ 3,235,727 Costs and expenses ​ ​ (2,162,644) ​ ​ (414,732) ​ ​ 271,946 ​ ​ (2,305,430) Segment operating income ​ $ 995,691 ​ $ (65,394) ​ $ — ​ ​ 930,297 Corporate expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,113,245) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (182,948) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Cultivation ​ Eliminations Total Revenues ​ $ 698,608 ​ $ — ​ $ 698,608 Costs and expenses ​ ​ (677,715) ​ ​ 6,094 ​ ​ (671,621) Segment operating income ​ $ 20,893 ​ $ 6,094 ​ ​ 26,987 Corporate expenses ​ ​ ​ ​ ​ ​ (1,080,163) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ $ (1,053,176) ​ Six months ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 Retail Cultivation Eliminations Total Total revenues ​ $ 6,455,879 ​ $ 867,618 ​ $ (514,462) ​ $ 6,809,035 Costs and expenses ​ (4,755,913) ​ (1,122,281) ​ 514,462 ​ (5,363,732) Operating (loss) income ​ $ 1,699,966 ​ $ (254,663) ​ $ — ​ ​ 1,445,303 Corporate expenses ​ ​ ​ ​ ​ (2,494,590) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ (1,049,287) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Cultivation Eliminations Total Total revenues ​ $ 1,347,941 ​ — ​ $ 1,347,941 Costs and expenses ​ (1,475,423) ​ 16,870 ​ (1,458,553) Operating income ​ $ (127,482) ​ $ 16,870 ​ ​ (110,612) Corporate expenses ​ ​ ​ ​ (3,288,180) Net loss from continuing operations before income taxes ​ ​ ​ ​ ​ ​ ​ $ (3,398,792)
Reconciliation of assets from segment to consolidated	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Total assets 2022 2021 Retail ​ $ 19,109,330 ​ $ 16,831,580 Cultivation ​ ​ 3,700,433 ​ ​ 3,634,406 Corporate ​ 216,013 ​ 1,709,496 Total assets - segments ​ ​ 23,025,776 ​ ​ 22,175,482 Intercompany eliminations ​ ​ (35,703) ​ ​ (151,137) Total assets - consolidated ​ $ 22,990,073 ​ $ 22,024,345

NATURE OF OPERATIONS, HISTORY_3

NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details)			3 Months Ended		6 Months Ended
	Aug. 02, 2021 USD ($)	Jul. 16, 2021 USD ($)	Jun. 30, 2022 USD ($) customer store	Jun. 30, 2021 USD ($) customer	Jun. 30, 2022 USD ($) customer store	Jun. 30, 2021 USD ($) customer	Dec. 31, 2021 USD ($)	May 31, 2020 ft²
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
Number of retail stores operated | store			3		3
Cash and cash equivalents			$ 1,072,896		$ 1,072,896		$ 2,054,050
Net loss			(182,948)	$ (1,376,253)	(1,044,004)	$ (3,735,321)
Accumulated deficit			$ (84,864,819)		$ (84,864,819)		$ (83,820,815)
Next Big Crop [Member] | Discontinued Operations, Held-for-sale
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
Total of consideration		$ 150,000
Percentage of profits generated		10%
Period for percentage of profit		twelve months
Additional consideration	$ 75,000
Percentage of profit eliminated	10%
SevenFive Farm | Cultivation segment [Member]
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
Leased space (in sq ft) | ft²								17,000
SevenFive Farm | Cultivation segment [Member] | Revenue Benchmark | Customer Concentration Risk
NATURE OF OPERATIONS, HISTORY AND PRESENTATION
Concentration risk, percentage			78%	11%	59%	11%
Number of customers | customer			1	1	1	1

BUSINESS ACQUISITION - Summary

BUSINESS ACQUISITION - Summary (Details) - USD ($)				6 Months Ended
	Jan. 05, 2022	Dec. 30, 2021	Sep. 02, 2021	Jun. 30, 2022
BUSINESS ACQUISITION
Cash paid for acquisition				$ 256,582
TREES Englewood
BUSINESS ACQUISITION
Stock issued in exchange for purchase of assets (in shares)			22,380,310
Cash paid for acquisition			$ 1,155,256
Consideration payable in equal monthly installments			$ 1,732,884
Term of consideration payable in equal monthly installments			24 months
Adjustment from the tradename to goodwill				3,601,000
Share price on acquisition date (in dollars per share)			$ 0.47
Fair value of consideration transferred			$ 10,518,746
Trees Oregon
BUSINESS ACQUISITION
Stock issued in exchange for purchase of assets (in shares)		6,423,575
Cash paid for acquisition		$ 331,581
Consideration payable in equal monthly installments		$ 497,371
Term of consideration payable in equal monthly installments		24 months
Adjustment from the tradename to goodwill				341,000
Share price on acquisition date (in dollars per share)		$ 0.23
Fair value of consideration transferred		$ 1,477,422
Trees MLK, Inc.
BUSINESS ACQUISITION
Stock issued in exchange for purchase of assets (in shares)	4,970,654
Cash paid for acquisition	$ 256,582
Consideration payable in equal monthly installments	$ 384,873
Term of consideration payable in equal monthly installments	24 months
Adjustment from the tradename to goodwill				$ 912,000
Share price on acquisition date (in dollars per share)	$ 0.27
Fair value of consideration transferred	$ 1,342,076

BUSINESS ACQUISITION - Purchase

BUSINESS ACQUISITION - Purchase Price Allocation (Details) - USD ($)	Jun. 30, 2022	Jan. 05, 2022	Dec. 31, 2021	Dec. 30, 2021	Sep. 02, 2021
Preliminary purchase price allocation
Goodwill	$ 14,612,038		$ 8,799,657
TREES Englewood
Preliminary purchase price allocation
Cash					$ 32,941
Inventories					586,495
Fixed assets					59,335
Tradename					1,399,000
Goodwill					11,216,913
Preliminary purchase price					$ 13,294,684
Trees Oregon
Preliminary purchase price allocation
Cash				$ 14,568
Inventories				202,046
Fixed assets				56,015
Tradename				509,000
Goodwill				1,524,744
Preliminary purchase price				$ 2,306,373
Trees MLK, Inc.
Preliminary purchase price allocation
Fixed assets		$ 25,150
Tradename		88,000
Goodwill		1,870,381
Preliminary purchase price		$ 1,983,531

BUSINESS ACQUISITION - Pro Form

BUSINESS ACQUISITION - Pro Forma (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
TREES Englewood
Pro forma effects of the acquisition on the results of operations
Total revenues		$ 2,944,108		$ 6,079,238
Net income (loss) attributable to common stockholders		$ 228,132		$ 638,723
Net income (loss) per common share		$ 0		$ 0.01
Weighted average number of basic and diluted common shares outstanding		84,564,058		84,352,863
Trees Oregon
Pro forma effects of the acquisition on the results of operations
Total revenues		$ 1,274,029		$ 2,529,124
Net income (loss) attributable to common stockholders		$ 15,547		$ 66,169
Net income (loss) per common share		$ 0		$ 0
Weighted average number of basic and diluted common shares outstanding		68,607,323		68,396,128
Trees MLK, Inc.
Pro forma effects of the acquisition on the results of operations
Total revenues	$ 22,419		$ 22,419
Net income (loss) attributable to common stockholders	$ 1,999	$ (46,336)	$ (43,588)	$ (77,668)
Net income (loss) per common share	$ 0	$ 0	$ 0	$ 0
Weighted average number of basic and diluted common shares outstanding	96,192,184	67,154,402	96,136,840	66,943,207

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details) - Discontinued Operations, Held-for-sale - Next Big Crop [Member] - USD ($)	Aug. 02, 2021	Jul. 16, 2021
DISCONTINUED OPERATIONS
Total of consideration		$ 150,000
Percentage of profits generated		10%
Period for percentage of profit		twelve months
Additional consideration	$ 75,000
Percentage of profit eliminated	10%

DISCONTINUED OPERATIONS - Summa

DISCONTINUED OPERATIONS - Summary of the Discontinued Operations (Details) - Operations Segment - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
DISCONTINUED OPERATIONS
Total revenues	$ 149,994	$ 3,438	$ 1,134,179
Cost of sales	286,663		1,127,555
Selling, general and administrative	177,947	(1,845)	329,833
Professional fees	4,202		4,801
Depreciation and amortization	4,259		8,519
Total costs and expenses	473,071	(1,845)	1,470,708
Income (loss) from discontinued operations	(323,077)	5,283	(336,529)
Service revenues
DISCONTINUED OPERATIONS
Total revenues	96,129		519,878
Product revenues
DISCONTINUED OPERATIONS
Total revenues	$ 53,865	$ 3,438	$ 614,301

DISCONTINUED OPERATIONS - Cash

DISCONTINUED OPERATIONS - Cash Flows Related to Discontinued Operations (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
DISCONTINUED OPERATIONS
Accounts receivable	$ 55,972	$ (175,676)
Prepaid expenses and other assets	(25,094)	529,224
Accounts payable and accrued expenses	$ 398,802	(712,362)
Operations Segment
DISCONTINUED OPERATIONS
Accounts receivable		(75,268)
Prepaid expenses and other assets		502,278
Depreciation and amortization		8,519
Accounts payable and accrued expenses		(135,305)
Customer deposits		$ (466,785)

INVENTORIES, NET (Details)

INVENTORIES, NET (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
INVENTORIES, NET
Raw materials	$ 14,027	$ 13,343
Work-in-progress and finished goods	1,316,757	1,109,740
Inventories, net	$ 1,330,784	$ 1,123,083

LEASES (Details)

LEASES (Details)				1 Months Ended		6 Months Ended		12 Months Ended
	Jan. 05, 2022 USD ($) item	Dec. 30, 2021 USD ($)	Sep. 02, 2021 USD ($) item	Apr. 30, 2022 USD ($)	Nov. 30, 2021	Jun. 30, 2022 USD ($) item	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Apr. 01, 2022 USD ($)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Increase Decrease In Operating Lease Liabilities						$ (502,090)	$ (185,401)
Right-of-use asset						3,005,480		$ 3,065,152
Lease liability						$ 3,035,575
Retail space (Englewood, CO)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Initial term of lease (in years)			5 years
Number of options to renew lease | item			2			1
Lease renewal term (in years)			3 years			5 years
Monthly lease payments			$ 10,000
Escalation percentage			3%
Percentage of annual escalation			4%
Incremental borrowing rate			20%
Decrease in right-of-use asset			$ (25,805)
Discount rate			20%
Borrowing term			9 years 3 months
Right-of-use asset			$ 576,335			$ 564,568
Lease liability			576,335			566,335
Office space (Denver, CO)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Monthly lease payments			$ 7,150
Escalation percentage					3%
Discount rate			20%
Borrowing term			15 months
Right-of-use asset			$ 98,211			34,903
Lease liability			$ 98,211			35,046
Lease Portland (Portland, OR)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Monthly lease payments		$ 5,124
Percentage of annual escalation		5%
Discount rate		20%
Borrowing term		5 years 6 months
Right-of-use asset		$ 229,501				212,596
Lease liability		$ 229,501				216,706
Lease Waterfront (Portland, OR)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Initial term of lease (in years)		5 years
Lease renewal term (in years)		5 years
Monthly lease payments		$ 6,683
Percentage of annual escalation		3%
Discount rate		20%
Borrowing term		10 years
Right-of-use asset		$ 381,272				365,959
Lease liability		$ 381,272				371,705
Lease Trees MLK (Portland, OR)
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Initial term of lease (in years)	3 years
Number of options to renew lease | item	2
Lease renewal term (in years)	3 years
Monthly lease payments	$ 3,150
Percentage of annual escalation	5%
Discount rate	20%
Borrowing term	10 years
Right-of-use asset	$ 172,053					163,310
Lease liability	$ 172,053					167,170
Dalton Farms LLC
OPERATING LEASE RIGHT-OF-USE ASSET / OPERATING LEASE LIABILITY
Incremental borrowing rate								20%
Decrease in right-of-use asset								$ (173,716)
Discount rate				20%
Borrowing term				13 years
Right-of-use asset				$ 1,703,707		1,664,144
Lease liability						$ 1,678,613			$ 1,703,707

LEASES - Future Remaining Minim

LEASES - Future Remaining Minimum Lease Payments (Details)	Jun. 30, 2022 USD ($)
Future remaining minimum lease payments
2022 (remaining six months)	$ 352,986
2023	656,415
2024	685,056
2025	702,501
2026	720,840
Thereafter	4,632,893
Total	7,750,691
Less: Present value adjustment	(4,715,116)
Operating lease liability	$ 3,035,575

ACCRUED STOCK PAYABLE (Details)

ACCRUED STOCK PAYABLE (Details) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Trees Waterfront LLC
ACCRUED STOCK PAYABLE
Number of shares granted	1,669,537
Common Stock awards | Common Stock
ACCRUED STOCK PAYABLE
Balance at beginning of the period, Amount		$ 444,894	$ 94,861
Balance at beginning of the period, Shares		1,769,537	359,415
Trees Waterfront acquisition stock accrual, Amount			$ 383,994
Trees Waterfront acquisition stock accrual, Shares			1,669,537
Stock issued, Amount		$ (383,994)	$ (33,961)
Stock issued, Shares		(1,669,537)	(259,415)
Balance at end of the period, Amount	$ 444,894	$ 60,900	$ 444,894
Balance at end of the period, Shares	1,769,537	100,000	1,769,537

NOTES PAYABLE - Schedule of Not

NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Feb. 08, 2021	Dec. 31, 2020	Dec. 23, 2020
NOTES PAYABLE
Unamortized debt discount	$ (1,480,504)	$ (1,911,447)
Total	7,265,140	7,002,197
Less: Current portion	(1,307,558)	(1,094,398)
Long-term portion	5,957,582	5,907,799
10% Notes
NOTES PAYABLE
Debt carrying amount	$ 6,580,000	$ 6,580,000
Interest rate (as a percent)	10%	10%	10%	10%	10%
Related party note payable
NOTES PAYABLE
Debt carrying amount	$ 320,000	$ 320,000			$ 320,000
Trees Acquisition Notes
NOTES PAYABLE
Debt carrying amount	$ 1,845,644	$ 2,013,644

NOTES PAYABLE - 2020 10 Notes (

NOTES PAYABLE - 2020 10 Notes (Details)			1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 20, 2021 USD ($) item $ / shares	Feb. 08, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Sep. 10, 2021 $ / shares	Dec. 23, 2020
Debt Instrument [Line Items]
Additional paid-in capital				$ 94,103,322		$ 94,103,322		$ 92,265,392
Beneficial conversion feature							$ 1,110,039
Common stock, par value (in dollars per share) | $ / shares				$ 0.001		$ 0.001		$ 0.001	$ 0.001
10% Warrants
Debt Instrument [Line Items]
Interest rate (as a percent)	10%	10%	10%	10%	10%	10%	10%
Percentage of aggregate principal amount coverage		20%	20%
Exercise price of warrants | $ / shares	$ 0.56	$ 0.56	$ 0.56
Additional paid-in capital	$ 810,000
10% Notes
Debt Instrument [Line Items]
Interest rate (as a percent)		10%	10%	10%		10%		10%		10%
Aggregate principal amount			$ 2,940,000
Stock issued | shares			1,050,011
Amortization of debt discount				$ 21,630	$ 21,630	$ 43,023	$ 43,023
Beneficial conversion feature			$ 0
10% Notes 2021
Debt Instrument [Line Items]
Interest rate (as a percent)		10%
Aggregate principal amount		$ 1,660,000
Stock issued | shares		592,858
Conversion price (in dollars per share) | $ / shares		$ 0.66
Debt conversion commitment price (in dollars per share) | $ / shares		0.90
Amortization of debt discount				70,377	70,377	139,980	109,818
Common stock, par value (in dollars per share) | $ / shares		$ 0.001
10% Notes April 2021
Debt Instrument [Line Items]
Interest rate (as a percent)	10%
Aggregate principal amount	$ 2,300,000
Percentage of aggregate principal amount coverage	20%
Exercise price of warrants | $ / shares	$ 0.56
Conversion price (in dollars per share) | $ / shares	0.49
Debt conversion commitment price (in dollars per share) | $ / shares	$ 0.83
Amortization of debt discount				$ 124,654	$ 100,949	$ 247,939	$ 100,949
Convertible note offering amount	$ 4,600,000
Number of lead investor | item	1
Aggregate principal amount invested	35.50%
10% Investors
Debt Instrument [Line Items]
Interest rate (as a percent)	10%	10%	10%
Proceeds from debt			$ 1,940,000
Conversion price trigger (as a percent)	80%	80%	80%
10% Investors | Minimum
Debt Instrument [Line Items]
Conversion price (in dollars per share) | $ / shares	$ 0.65	$ 0.65	$ 0.65
10% Investors | Maximum
Debt Instrument [Line Items]
Percentage of aggregate principal amount coverage	50%	50%	50%
Conversion price (in dollars per share) | $ / shares	$ 1	$ 1	$ 1
15% Notes
Debt Instrument [Line Items]
Interest rate (as a percent)			15%
Aggregate indebtedness amount			$ 1,000,000
Debt discount | 10% Warrants
Debt Instrument [Line Items]
Additional paid-in capital		$ 429,300	254,400
Debt discount | 10% Notes 2021
Debt Instrument [Line Items]
Additional paid-in capital		$ 417,539
Debt discount | 10% Notes April 2021
Debt Instrument [Line Items]
Additional paid-in capital	$ 692,500
Extinguishment of debt | 10% Warrants
Debt Instrument [Line Items]
Additional paid-in capital			$ 131,000

NOTES PAYABLE - Assumptions Use

NOTES PAYABLE - Assumptions Used to Calculate Fair Value of Warrants (Details) - 10% Warrants	Apr. 20, 2021 Y USD ($) $ / shares	Feb. 08, 2021 $ / shares Y	Dec. 23, 2020 $ / shares
Current stock price
NOTES PAYABLE
Measurement input used to calculate fair value of warrants	0.83	1.12	0.53
Exercise price
NOTES PAYABLE
Measurement input used to calculate fair value of warrants	0.56	0.56	0.56
Risk-free interest rate
NOTES PAYABLE
Measurement input used to calculate fair value of warrants	0.81	0.48	0.38
Expected term (in years)
NOTES PAYABLE
Measurement input used to calculate fair value of warrants	5	5	5
Expected volatility
NOTES PAYABLE
Measurement input used to calculate fair value of warrants	115	118	115

WARRANT DERIVATIVE LIABILITY -

WARRANT DERIVATIVE LIABILITY - Summary (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	May 31, 2019	May 31, 2020	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2020	Jun. 30, 2022	Dec. 31, 2021
WARRANT DERIVATIVE LIABILITY
Common stock, shares issued						96,192,184	89,551,993
2019 Warrants [Member}
WARRANT DERIVATIVE LIABILITY
Proceeds from issuance of common stock and warrants	$ 3,000,000
Shares issued in cashless exercise of warrants			747,208
Common stock, shares issued	3,000,000
Number of warrants issued	3,000,000
Share price	$ 1
Exercise price of warrants	$ 1.30
Warrant exercise price, decrease (in dollars per share)		$ 0.45		$ 0.45	$ 0.3983
Common stock, other shares, outstanding				8,666,666	9,591,614	322,807
Warrants exercised			1,323,000
Adjustment to derivative liability			$ 1,523,117

WARRANT DERIVATIVE LIABILITY _2

WARRANT DERIVATIVE LIABILITY - Assumptions Used to Calculate Fair Value of 2019 Warrants (Details) - 2019 Warrants [Member}	Jun. 30, 2022 $ / shares	Jun. 30, 2022	Jun. 30, 2022 item	Dec. 31, 2021	Dec. 31, 2021 item
Number of shares underlying the warrants
WARRANT DERIVATIVE LIABILITY
Measurement input used to calculate fair value of warrants		0.23	322,807	0.22	322,807
Current stock price
WARRANT DERIVATIVE LIABILITY
Measurement input used to calculate fair value of warrants	0.40				0.40
Exercise price
WARRANT DERIVATIVE LIABILITY
Measurement input used to calculate fair value of warrants		105		94
Expected volatility
WARRANT DERIVATIVE LIABILITY
Measurement input used to calculate fair value of warrants		3.01		1.26
Risk-free interest rate
WARRANT DERIVATIVE LIABILITY
Measurement input used to calculate fair value of warrants		1.92		2.41

WARRANT DERIVATIVE LIABILITY _3

WARRANT DERIVATIVE LIABILITY - Schedule of Level 3 Financial Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Changes in the fair value of the warrant derivative liability
Beginning balance	$ 88,981	$ 236,995	$ 28,317	$ 561,368
Warrant exercise				(1,523,117)
Change in fair value of warrants derivative liability	(59,258)	(102,761)	1,406	1,095,983
Ending balance	$ 29,723	$ 134,234	$ 29,723	$ 134,234

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - 2353 SB, LLC - USD ($)		12 Months Ended
	Nov. 01, 2020	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
Lease agreement terms	3 years
Monthly lease payments	$ 12,866.66
Initial payment (including security deposit)		$ 39,633.32

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($)	Sep. 14, 2021	Sep. 10, 2021	Jun. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001	$ 0.001
Preferred stock, par value (in dollars per share)			$ 0	$ 0
Preferred stock, shares authorized			5,000,000	5,000,000
Series A Preferred
STOCKHOLDERS' EQUITY
Value of shares issued during the period		$ 1,180,000
Number of common shares issued		1,180
Purchase price per unit		$ 1,000
Number of units issued		1,180
Aggregate amount sold		$ 1,180,000
Number of common stock issuable for each preferred share	1,000	1,000
Number of preferred shares per unit		1
Minimum capital raise	$ 5,000,000	$ 5,000,000
Preferred stock, par value (in dollars per share)	$ 0
Preferred stock, shares authorized	5,000
Preferred stock, voting rights	None
Preferred stock, dividend (percentage)	6%
Preferred Warrants
STOCKHOLDERS' EQUITY
Exercise price of warrants	$ 1.05
Term of warrants	5 years
Number of warrants per unit		354,000
Threshold per share price during future capital raise	$ 1
Preferred Warrants | Series A Preferred
STOCKHOLDERS' EQUITY
Number of warrants per unit		354,000
Warrants fair value		$ 117,131
Amount of warrants allocated to preferred stock		$ 1,073,446

STOCKHOLDERS' EQUITY - Share-Ba

STOCKHOLDERS' EQUITY - Share-Based Compensation (Details)			3 Months Ended			6 Months Ended		12 Months Ended
	Apr. 01, 2022 USD ($) item tranche $ / shares shares	Sep. 03, 2021 employee	Jun. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares
Share-based compensation
Stock-based compensation (income)/expense | $			$ 28,886		$ (41,648)	$ 105,001	$ 62,284
Granted						250,000
Stock-based compensation options, expiration period						5 years
Vesting period						1 year
Fair value of awards, grant date | $						$ 56,348
Unrecognized compensation expense related to unvested Employee Awards | $			$ 55,997			$ 55,997
Number of stock options modified | employee		2
Recognition period related to unvested Employee Awards						2 months
Number of Shares
Outstanding, beginning of period						4,903,545
Granted						250,000
Forfeited or expired						(216,720)
Outstanding, end of period			4,936,825			4,936,825		4,903,545
Exercisable, end of period			4,314,445			4,314,445
Weighted-average Exercise Price per Share
Outstanding, beginning of period | $ / shares						$ 1.11
Granted | $ / shares						0.34
Forfeited or expired | $ / shares						0.87
Outstanding, end of period | $ / shares			$ 1.08			1.08		$ 1.11
Exercisable, end of period | $ / shares			$ 1.19			$ 1.19
Weighted-average Remaining Contractual Term (in years)
Outstanding contractual term (in years)						4 years 10 months 24 days		5 years 3 months 18 days
Exercisable, end of period						5 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding, end of period | $			$ 23,000			$ 23,000		$ 22,000
Exercisable, end of period | $			4,000			4,000
2020 Plan
Share-based compensation
Fair value instruments | $	$ 535,976
Requisite service period derived from the valuation period	10 years
Expense recognized | $			$ 13,500			$ 13,500
Employee Awards [Member]
Share-based compensation
Stock-based compensation expense | $				$ 21,525
Restricted Stock Units (RSUs) | 2020 Plan
Share-based compensation
Number of participants in restricted stock unit agreement | item	4
Number of executives to whom restricted stock units granted | item	4
Number of tranches | tranche	3
Vested						0
Restricted Stock Units (RSUs) | 2020 Plan | Tranche 1
Share-based compensation
Shares granted	100,000
Share Price | $ / shares	$ 1
Restricted Stock Units (RSUs) | 2020 Plan | Tranche 2
Share-based compensation
Shares granted	100,000
Share Price | $ / shares	$ 2
Restricted Stock Units (RSUs) | 2020 Plan | Tranche 3
Share-based compensation
Shares granted	100,000
Share Price | $ / shares	$ 3
Restricted Stock Units (RSUs) | 2020 Plan | Executive Officer
Share-based compensation
Shares granted	1,200,000
Restricted Stock Units (RSUs) | 2020 Plan | Executive One
Share-based compensation
Shares granted	300,000
Restricted Stock Units (RSUs) | 2020 Plan | Executive Two
Share-based compensation
Shares granted	300,000
Restricted Stock Units (RSUs) | 2020 Plan | Executive Three
Share-based compensation
Shares granted	300,000
Restricted Stock Units (RSUs) | 2020 Plan | Executive Four
Share-based compensation
Shares granted	300,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)				3 Months Ended		6 Months Ended
	Apr. 01, 2022 USD ($)	Dec. 23, 2020 USD ($) item	Jun. 03, 2020 USD ($)	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Feb. 08, 2021	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
Number of board members | item		4
Accrued interest earned and owed				$ 37,344		$ 37,344
Related party note payable
RELATED PARTY TRANSACTIONS
Aggregate amount		$ 320,000		320,000		320,000		$ 320,000
10% Notes
RELATED PARTY TRANSACTIONS
Aggregate amount				$ 6,580,000		$ 6,580,000		$ 6,580,000
Interest rate (as a percent)		10%		10%		10%		10%	10%	10%
Consulting agreement | Board of Directors Chairman
RELATED PARTY TRANSACTIONS
Initial monthly consulting fees paid			$ 8,333
Aggregate amount of consulting fees paid				$ 24,999	$ 24,999	$ 49,998	$ 49,998
Lease agreement | Dalton Adventures, LLC
RELATED PARTY TRANSACTIONS
Leased space (in sq ft) | ft²				17,000		17,000
Monthly rent expenses						$ 29,691
Monthly rent attributable to base rent	$ 27,000					27,000
Monthly rent attributable to property taxes						2,691
Aggregate rent expense				$ 89,073	115,000	192,627	230,000
Lease agreement | Bellewood Holdings, LLC
RELATED PARTY TRANSACTIONS
Monthly rent expenses						11,287
Monthly rent attributable to base rent						10,000
Monthly rent attributable to property taxes						1,287
Aggregate rent expense				$ 22,574		$ 52,287	$ 0

SEGMENT INFORMATION - Net Loss

SEGMENT INFORMATION - Net Loss by Segment (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)
Segment Reporting Information
Number of operating segments | segment			2
Total revenue	$ 3,235,727	$ 698,608	$ 6,809,035	$ 1,362,413
Continuing Operations
Segment Reporting Information
Total revenue	3,235,727	698,608	6,809,035	1,347,941
Costs and expenses	(2,305,430)	(671,621)	(5,363,732)	(1,458,553)
Segment operating income (loss)	930,297	26,987	1,445,303	(110,612)
Corporate expenses	(1,113,245)	(1,080,163)	(2,494,590)	(3,288,180)
Net loss from continuing operations before income taxes	(182,948)	(1,053,176)	(1,049,287)	(3,398,792)
Operating segments | Retail
Segment Reporting Information
Total revenue	3,158,335		6,455,879
Costs and expenses	(2,162,644)		(4,755,913)
Segment operating income (loss)	995,691		1,699,966
Operating segments | Cultivation
Segment Reporting Information
Total revenue	349,338	698,608	867,618	1,347,941
Costs and expenses	(414,732)	(677,715)	(1,122,281)	(1,475,423)
Segment operating income (loss)	(65,394)	20,893	(254,663)	(127,482)
Eliminations
Segment Reporting Information
Total revenue	(271,946)		(514,462)
Costs and expenses	$ 271,946	6,094	$ 514,462	16,870
Segment operating income (loss)		$ 6,094		$ 16,870

SEGMENT INFORMATION - Total Ass

SEGMENT INFORMATION - Total Assets by Segment (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
SEGMENT INFORMATION
Total assets	$ 22,990,073	$ 22,024,345
Operating segments
SEGMENT INFORMATION
Total assets	23,025,776	22,175,482
Operating segments | Retail
SEGMENT INFORMATION
Total assets	19,109,330	16,831,580
Operating segments | Cultivation
SEGMENT INFORMATION
Total assets	3,700,433	3,634,406
Operating segments | Corporate
SEGMENT INFORMATION
Total assets	216,013	1,709,496
Eliminations
SEGMENT INFORMATION
Total assets	$ (35,703)	$ (151,137)