Cryomass (CRYM) 10-Q 9 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 09, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	Andina Gold Corp.
Entity Central Index Key	0001533030
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		93,970,152
Entity File Number	000-56155
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents (Note 2)	$ 614,205	$ 3,473,770
Accounts receivable, net (Note 2)	684,000
Prepaid expenses	171,963	100,555
Inventory, net (Note 2)		340,000
Assets held for sale, current	6,916,380	11,845,681
Total current assets	8,386,548	15,760,006
Total assets	8,386,548	15,760,006
Current liabilities:
Accounts payable and accrued expenses (Note 2)	1,598,203	754,850
Loans payable	600,000
Taxes payable	771
Liabilities held for sale, current	1,524,284	1,913,433
Total current liabilities	3,723,258	2,668,283
Notes payable	20,833
Deferred tax liability	7,676	4,691
Total liabilities	3,751,767	2,672,974
Commitments and contingencies (Note 16)
Shareholders’ equity:
Preferred stock, $0.001 par value, 100,000 shares authorized, no shares issued and outstanding respectively
Common stock, $0.001 par value, 500,000,000 shares authorized, 93,470,152 and 106,216,708 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	93,470	106,216
Additional paid-in capital	18,764,904	16,894,103
Accumulated deficit	(14,223,593)	(3,913,287)
Total shareholders’ equity	4,634,781	13,087,032
Total liabilities and shareholders’ equity	$ 8,386,548	$ 15,760,006

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	93,470,152	106,216,708
Common stock, shares outstanding	93,470,152	106,216,708

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Net sales			$ 781,455
Cost of goods sold, inclusive of provision for inventory loss of $0 and $400,787 for the three and nine months, respectively, ended September 30, 2020			744,279
Gross profit			37,176
Operating expenses:
Personnel costs	509,031	295,504	1,925,716	295,504
Sales and marketing		5,225	14,854	5,225
General and administrative	382,869	(73,331)	2,182,631	196,530
Legal and professional fees	289,484	708,364	1,216,799	708,363
Research and development		477,585		477,585
Total operating expenses	1,181,384	1,413,347	5,340,000	1,683,207
Loss from operations	(1,181,384)	(1,413,347)	(5,302,824)	(1,683,207)
Other income (expenses):
Interest expense	(85,040)		(85,040)
Loss on foreign exchange	(36,500)		(52,511)	(430)
Total other expenses	(121,540)		(137,551)	(430)
Net loss from continuing operations, before taxes	(1,302,924)	(1,413,347)	(5,440,375)	(1,683,637)
Income taxes	2,559	90,305	7,676	90,305
Net loss from continuing operations	(1,305,483)	(1,503,652)	(5,448,051)	(1,773,942)
Net gain / (loss) from discontinued operations, net of tax	(4,634,506)	204,135	(4,862,255)	181,856
Net loss	(5,939,989)	(1,299,517)	(10,310,306)	(1,592,086)
Comprehensive loss from discontinued operations				(5,370)
Comprehensive loss	$ (5,939,989)	$ (1,299,517)	$ (10,310,306)	$ (1,597,456)
Net loss per common share:
Loss from continuing operations - basic and diluted	$ (0.01)	$ (0.01)	$ (0.05)	$ (0.02)
Gain / (loss) from discontinued operations - basic and diluted	(0.05)	0	(0.05)	0
Loss per common share - basic and diluted	$ (0.06)	$ (0.01)	$ (0.1)	$ (0.02)
Weighted average common shares outstanding-basic and diluted	93,060,753	100,363,796	101,611,540	84,627,790

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Income Statement [Abstract]
Provision for inventory loss	$ 0	$ 400,787

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Common Stock to Be Issued	Accumulated Deficit	NCI	AOCL	Total
Balance at Dec. 31, 2018	$ 76,400	$ 1,425,885		$ (840,656)		$ (15,097)	$ 646,532
Balance, shares at Dec. 31, 2018	76,400,016
Net loss				(71,338)		454	(70,884)
Balance at Mar. 31, 2019	$ 76,400	1,425,885		(911,994)		(14,643)	575,648
Balance, shares at Mar. 31, 2019	76,400,016
Balance at Dec. 31, 2018	$ 76,400	1,425,885		(840,656)		(15,097)	646,532
Balance, shares at Dec. 31, 2018	76,400,016
Net loss							(1,592,086)
Balance at Sep. 30, 2019	$ 106,216	16,246,645		(2,453,209)	1,182,487		15,082,139
Balance, shares at Sep. 30, 2019	106,216,708
Balance at Mar. 31, 2019	$ 76,400	1,425,885		(911,994)		(14,643)	575,648
Balance, shares at Mar. 31, 2019	76,400,016
Common stock issued pursuant to private placement, net of issuance costs	$ 5,437	2,665,813					2,671,250
Common stock issued pursuant to private placement, net of issuance costs, shares	5,437,000
Common stock to be issued pursuant to private placement			438,400				438,400
Net loss				(221,231)		(5,824)	(227,055)
Balance at Jun. 30, 2019	$ 81,837	4,091,698	438,400	(1,133,225)		(20,467)	3,458,243
Balance, shares at Jun. 30, 2019	81,837,016
Common stock issued pursuant to private placement, net of issuance costs	$ 8,888	4,424,594	(438,400)				3,995,082
Common stock issued pursuant to private placement, net of issuance costs, shares	8,888,005
Common stock issued in connection with business combination	$ 13,553	6,763,064					6,776,617
Common stock issued in connection with business combination, shares	13,553,233
Common stock issued pursuant to advisory agreements	$ 790	394,210					395,000
Common stock issued pursuant to advisory agreements, shares	790,000
Common stock issued in connection with conversion of debt and accounts payable	$ 1,148	573,079					574,227
Common stock issued in connection with conversion of debt and accounts payable, shares	1,148,454
Consolidation of variable interest entity					1,182,487		1,182,487
Deconsolidation of former subsidiary				(20,467)			(20,467)
Net loss				(1,299,517)			(1,299,517)
Balance at Sep. 30, 2019	$ 106,216	16,246,645		(2,453,209)	1,182,487		15,082,139
Balance, shares at Sep. 30, 2019	106,216,708
Balance at Dec. 31, 2019	$ 106,216	16,894,103		(3,913,287)			13,087,032
Balance, shares at Dec. 31, 2019	106,216,708
Issuance of common stock pursuant to separation agreement	$ 1,176	763,049					764,225
Issuance of common stock pursuant to separation agreement, shares	1,175,549
Issuance of common stock pursuant to accelerated vesting of RSU’s	$ 600	389,460					390,060
Issuance of common stock pursuant to accelerated vesting of RSU’s, shares	600,000
Stock-based compensation		159,529					159,529
Net loss				(3,597,309)			(3,597,309)
Balance at Mar. 31, 2020	$ 107,992	18,206,141		(7,510,596)			10,803,537
Balance, shares at Mar. 31, 2020	107,992,257
Balance at Dec. 31, 2019	$ 106,216	16,894,103		(3,913,287)			13,087,032
Balance, shares at Dec. 31, 2019	106,216,708
Net loss							(10,310,306)
Balance at Sep. 30, 2020	$ 93,470	18,764,904		(14,223,593)			4,634,781
Balance, shares at Sep. 30, 2020	93,470,152
Balance at Mar. 31, 2020	$ 107,992	18,206,141		(7,510,596)			10,803,537
Balance, shares at Mar. 31, 2020	107,992,257
Share cancellations
Share cancellations, shares	(15,050,000)
Stock-based compensation		58,842					58,842
Net loss				(773,008)			(773,008)
Balance at Jun. 30, 2020	$ 107,992	18,264,983		(8,283,604)			10,089,371
Balance, shares at Jun. 30, 2020	92,942,257
Share cancellations	$ (15,350)	15,350
Share cancellations, shares	(300,000)
Share issuance	$ 70	14,930					15,000
Share issuance, shares	70,000
Stock-based compensation	$ 758	219,641					220,399
Stock-based compensation, shares	757,895
Beneficial Conversion Feature of Note Payable		250,000					250,000
Net loss				(5,939,989)			(5,939,989)
Balance at Sep. 30, 2020	$ 93,470	$ 18,764,904		$ (14,223,593)			$ 4,634,781
Balance, shares at Sep. 30, 2020	93,470,152

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,448,051)	$ (1,592,086)
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:
Amortization of debt discount	20,833
Fair value of common stock issued	15,000	395,000
Research and development expenses associated with asset acquisition		477,585
Provision for inventory loss	400,787
Stock-based compensation expense	1,593,055
Deferred income tax expense	2,985	90,305
Change in operating assets and liabilities:
Accounts receivable	(684,000)
Prepaid expenses	(71,408)	(143,651)
Inventory, net	(60,787)
Accounts payable and accrued expenses	843,353	115,549
Due to related party		(346)
Assets held for sale	7,134
Taxes payable	771
Net cash used in operating activities from continuing operations	(3,380,328)	(657,644)
Net cash provided by operating activities from discontinued operations	132,937	50,622
Net cash used in operating activities	(3,247,391)	(607,022)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for CMI business combination, net of cash acquired		(1,863,117)
Cash acquired as part of General Extract asset acquisition		4,506
Net cash used in investing activities from continuing operations		(1,858,611)
Net cash used in investing activities from discontinued operations	(462,174)	(39,597)
Net cash used in investing activities	(462,174)	(1,898,208)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock pursuant to private placement, net of issuance costs		7,104,732
Proceeds from loans payable	600,000
Proceeds from notes payable	250,000
Net cash provided by financing activities from continuing operations	850,000	7,104,732
Net cash used in financing activities from discontinued operations		(100,000)
Net cash provided by financing activities	850,000	7,004,732
Net increase / (decrease) in cash from continuing operations	(2,530,328)	4,588,477
Net decrease in cash from discontinued operations	(329,237)	(88,975)
Effect of exchange rate changes on cash		(3,914)
Cash at beginning of period	3,473,770	207,313
Cash at end of period	614,205	4,702,901
Supplemental disclosure of cash flow information:
Cash paid for interest	46,038	12,715
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued pursuant to separation agreement	764,225
Common stock issued pursuant to vesting of restricted stock units	390,060	503,475
Common stock issued in connection with conversion of accounts payable		70,752
Disposal of First Colombia Devco S.A.S.		20,467
Consolidation of variable interest entity		1,182,487
Equity issued pursuant to CMI Transaction		$ 6,776,617

Nature of the Business

Nature of the Business	9 Months Ended
	Sep. 30, 2020
Nature of Business and Basis of Presentation [Abstract]
Nature of the Business	1. Nature of the Business Andina Gold Corp (“Andina Gold” or the “Company”) began as Auto Tool Technologies Inc., which was incorporated under the laws of the State of Nevada on May 10, 2011. The Company’s name was changed to AFC Building Technologies Inc. effective January 10, 2014. Effective April 26, 2018, the Company changed its name to First Colombia Development Corp. Effective October 14, 2019, the Company changed its name to Redwood Green Corp. Effective September 1, 2020, the Company changed its name to Andina Gold Corp. On May 10, 2018, the Company acquired all the issued and outstanding share capital of First Colombia Devco S.A.S. (“Devco”) a Colombian company, and began to establish various business ventures in Colombia in the agriculture and real estate development, tourism, and infrastructure sectors before commencing to phase them out in April 2019. On July 1, 2019, the Company acquired 100% of the membership interests in General Extract, LLC (“General Extract”), a Colorado limited liability company. General Extract was founded in 2015 as an importer, distributor, broker and postprocessor of hemp and hemp derivatives. The Company acquired all of the issued and outstanding membership interests, including business plans and access to contacts. On July 15, 2019, the Company, through its wholly owned subsidiary Good Acquisition Co., entered into a Membership Interest Purchase Agreement to acquire cannabis brands and other assets of Critical Mass Industries LLC DBA Good Meds (“CMI” and/or “Good Meds”), a Colorado limited liability company (“CMI Transaction”). CMI is licensed by the Marijuana Enforcement Division of Colorado Department of Revenue to produce cannabis and cannabis products under its six licenses. These licenses allow for cultivation, manufacturing of infused products and retail distribution. At the time the Company entered into the Membership Interest Purchase Agreement, Colorado law prohibited public companies, including the Company, from owning cannabis licenses. Therefore, CMI spun off certain assets acquired by the Company. Under the terms of the Membership Interest Purchase Agreement, CMI retained the cannabis license, inventory and accounts receivable (the “Cannabis License Assets”) and will continue to operate the cannabis business related to those assets. In consideration for the transfer of the acquired assets, the Company delivered 13,553,233 shares of the Company common stock, in addition to $1,999,770 in cash to CMI. An additional 1,500,000 shares of Andina Gold common stock were held and retained by the Company until the Cannabis License Assets can be purchased (see Note 2 and Note 7). Good Meds, the operating unit of CMI, is based in Denver, CO, and operates in a 60,000-square-foot cultivation and processing facility. Good Meds also owns and operates two medical cannabis dispensaries located in Lakewood, CO and Englewood, CO. The business has been in operation since 2009. The Denver facility produces cannabis for sale as dry flower and biomass input for processing into Marijuana-Infused Products (“MIP”), such as live resin, wax and shatter. Andina Gold operates two medical marijuana dispensaries and related businesses in Colorado (see Note 2). Our mission is to deliver high-quality, safely manufactured, sustainable, innovative, and accessible cannabis products which support individual well-being. In August 2020, the Company merged with its wholly owned Nevada subsidiary, Andina Gold Corp., and changed its name to Andina Gold Corp. On October 21, 2020 FINRA issued an advisory accepting the company’s name change from Redwood Green Corp to Andina Gold Corp and ticker symbol change to AGOL effective as of October 22, 2020 at the opening of the U.S. OTC market. As of October 15, 2020 the Company has redirected its business strategy to seek financing for general operating expenses from the Company’s current shareholders in the form of share subscription and warrants as specifically authorized by the Board in writing on October 15, 2020. Further, the Company is actively pursuing divestiture of its Colorado-based subsidiaries and assets. In August 2020, the Company established a wholly owned Colombian subsidiary, Andina Gold Colombia SAS. Subject to further discussions, obtaining the necessary local regulatory approvals and regulatory developments, the Company shall identify and pursue gold exploration in Colombia. The Company will need substantial additional capital in order to execute this strategy and there can be no assurance that such quantities of capital can be sourced on reasonable terms, if at all. In addition, there can be no assurance that the Company will be successful in pursuing this strategy.

Variable Interest Entity

Variable Interest Entity	9 Months Ended
	Sep. 30, 2020
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]
Variable Interest Entity	2. Variable Interest Entity Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810 , Consolidation Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders. As of July 15, 2019, the Company consolidates CMI as a VIE pursuant to certain intellectual property, administrative and consulting agreements in which the Company is deemed the primary beneficiary of CMI. Accordingly, the results of CMI have been included in the accompanying condensed consolidated financial statements. Furthermore, the Company notes it does not own the Cannabis License Assets; however, pursuant to accounting principles generally accepted in the United States (“GAAP”), the Cannabis License Assets are consolidated in the accompanying consolidated financial statements along with certain liabilities and the associated revenues and expenses of CMI. See Note 8 for further information regarding CMI. Balance Sheet Description As of As of Current assets Cash and cash equivalents $ 399,011 $ 467,460 Accounts receivable, net 60,312 113,599 Inventory, net 597,935 768,633 Total current assets 1,057,258 1,349,692 Total assets $ 1,057,258 $ 1,349,692 Current liabilities Accounts payable and accrued expenses $ 171,991 $ 337,386 Total current liabilities 171,991 337,386 Total liabilities 171,991 337,386 Net assets $ 885,267 $ 1,012,306 Income Statement Description For the Three Months Ended For the Nine Months Ended Net sales $ 1,858,202 $ 5,187,069 Cost of goods sold, inclusive of depreciation 1,354,626 3,982,677 Gross profit $ 503,576 $ 1,204,392 Operating expenses Personnel costs 104,021 286,788 Sales and marketing 224,382 699,080 General and administrative 54,904 186,614 Legal and professional fees 56,436 77,667 Amortization expense 8,967 26,901 Total operating expenses 448,710 1,277,050 Gain / (loss) from operations $ 54,866 $ (72,658 ) Interest expense 25,858 126,083 Goodwill impairment 4,663,514 4,663,514 Total other expenses 4,689,372 4,789,597 Net income $ (4,634,506 ) $ (4,862,255 )

Revision of Prior Period Financ

Revision of Prior Period Financial Statements	9 Months Ended
	Sep. 30, 2020
Revision of Prior Period Financial Statements [Abstract]
Revision of Prior Period Financial Statements	3. Revision of Prior Period Financial Statements On the consolidated balance sheet for the year ended December 31, 2019 and the quarter ended September 30, 2019, the Cannabis License Assets of CMI, a VIE in which the Company is deemed the primary beneficiary (Note 2), was presented as non-controlling interest pursuant to and in conjunction with the CMI Transaction. The Company does not own the Cannabis License Assets; however, they are included in the accompanying consolidated financial statements for GAAP reporting purposes. The Company revised its consolidated financial statements in which this line item was adjusted to correct the classification by reflecting accounts receivable, net of $113,599, inventory, net of $768,633, and accounts payable and accrued expenses of $337,386 in addition to a decrease in goodwill of $1,192,234 and an increase in additional-paid-in capital of $647,458. The impact of these adjustments on the Company’s consolidated financial statements was as follows: December 31, Previously Reported Non-controlling Interest Adjustment Revised (1) Inventory, net (2) $ 340,000 $ 768,633 $ 1,108,633 Accounts receivable, net (2) $ - $ 113,599 $ 113,599 Total current assets $ 3,933,047 $ 882,232 $ 4,815,279 Goodwill $ 5,855,748 $ (1,192,234 ) $ 4,663,514 Total assets $ 16,070,008 $ (310,002 ) $ 15,760,006 Accounts payable and accrued expenses $ 754,850 $ 337,386 $ 1,092,236 Total current liabilities $ 1,558,821 $ 337,386 $ 1,896,207 Total liabilities $ 2,335,588 $ 337,386 $ 2,672,974 Additional paid-in capital $ 16,246,645 $ 647,458 $ 16,894,103 Non-controlling interests in consolidated variable interest entity $ 1,294,846 $ (1,294,846 ) $ - Total shareholders’ equity $ 13,734,420 $ (647,388 ) $ 13,087,032 Total liabilities and shareholders’ equity $ 16,070,008 $ (310,002 ) $ 15,760,006 (1) There was no impact to the Company’s consolidated statements of operations. (2) The Company does not own the VIE’s portion of this asset. Amounts relating to the VIE are accounts receivable, net of $113,599 and inventory, net of $768,633.

Going Concern Uncertainty, Fina

Going Concern Uncertainty, Financial Conditions and Management's Plans	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty, Financial Conditions and Management's Plans	4. Going Concern Uncertainty, Financial Conditions and Management's Plans The Company believes that there is substantial doubt about the Company's ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on the sale of assets as well as its ability to access capital markets when necessary to accomplish the Company's strategic objectives. The Company believes that the Company will continue to incur losses in the future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company will need additional equity, debt financing or assets sales until the Company can achieve profitability and positive cash flows from operating activities, if ever. There can be no assurance that the Company will be able to attract needed financing or be able to sell assets on reasonable terms, if at all. On March 11, 2020, the 2019 novel coronavirus ("COVID-19) was characterized as a "pandemic." The Company's operations were impacted during the quarter in the United States. The impact of COVID-19 developments and uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. The Company assessed certain accounting matters that require consideration of forecasted financial information, including, but not limited to, the carrying value of the Company's goodwill, intangible assets, and other long-lived assets, and valuation allowances in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of September 30, 2020 and through the date of this report. The Company's future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Condensed Consolidated Financial Statements in future reporting periods. Our unaudited financial statements for the nine months ended September 30, 2020 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. The continuation of our company as a going concern is dependent upon the continued financial support from its shareholders, the ability of our company to obtain necessary equity or debt financing to continue operations, the sale of assets, and ultimately the attainment of profitable operations. For the nine months ended September 30, 2020, our company used $3,247,391 of cash for operating activities, incurred a net loss of $10,310,306 and has an accumulated deficit of $14,223,593 since inception. These factors raise substantial doubt regarding our company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern. The (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of the company, including, without limitation, the following: reduced staffing due to employee suspected conditions and social distancing measures; constraints on productivity; management and staff non-essential business-related travel was constrained due to stay-at-home orders; most employees have shifted to remote work resulting in possible loss of productivity; consumers visiting dispensaries operated under license impacted by stay-at-home orders. Management continues to monitor the COVID-19 pandemic situation and federal, state and local recommendations and will provide updates as appropriate.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	5. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include certain footnotes and financial presentations normally required under GAAP for complete financial statements. The condensed consolidated financial statements include the accounts of the Andina Gold, General Extract and CMI, a VIE for which the Company is deemed to be the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, with exception to the revision as described in Note 3 and reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations and cash flows. The results for the three- and nine-month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2020. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2019, included in the Company’s Form 10-K filed on April 3, 2020 with the SEC. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the fair value and potential impairment of inventory, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Reclassifications Certain items in the interim condensed consolidated financial statements were reclassified from prior periods for presentation purposes. Variable Interest Entities The Company accounts for variable interest entities in accordance with FASB ASC Topic 810, Consolidation Accounts Receivable, net Accounts receivable, net is comprised of balances due from customers and are recorded at the invoiced amount. Past due balances are determined based on the contractual terms of the arrangements. Accounts receivable are accrued against when management determines, after considering economic and business conditions and all means of collection efforts have been exhausted and the potential for recovery is considered remote, that the collection of receivables is doubtful. Accounts receivable amounts, net of allowance for doubtful accounts, were $744,312 and $113,599 as of September 30, 2020 and December 31, 2019, respectively. This includes $60,312 and $113,599, respectively, related to the VIE, which is classified as held for sale. Uncollectible accounts previously recorded as receivables are recognized as bad debt expense, with a corresponding decrease to accounts receivable. Bad debt expense was $34,765 and $42,118 for the three and nine months ended September 30, 2020, respectively. This amount includes $(1,235) and $2,118, respectively, related to the VIE, which is classified as discontinued operations. Bad debt expense for the three and nine months ended September 30, 2019 was $(1,200). This related entirely to the VIE and was classified as discontinued operations. Inventory, net Inventory, net is comprised of work-in-process and finished goods consisting of cannabis and cannabidiol products. Cost includes expenditures directly related to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Inventory, net is stated at the lower of cost or net realizable value. The Company compares the cost of inventory with market value and writes down inventories to net realizable value, if lower. In evaluating whether inventories are stated at lower of cost or net realizable value, management considers such factors as inventories on hand, physical deterioration, obsolescence, changes in price levels, estimated time to sell such inventories and current market conditions. Due to changing market conditions, management conducted a thorough review of its inventory. As a result, a provision for inventory losses of $0 and $400,787 was charged against cost of goods sold during the three and nine months ended September 30, 2020, respectively, due to a write down of inventory to its net realizable value. This was based on the Company’s best estimates of product sales prices and customer demand patterns. It is at least reasonably possible that the estimates used by the Company to determine its provision for inventory losses will be materially different from the actual amounts or results. These differences could result in materially higher than expected inventory provisions, which could have a materially adverse effect on the Company’s results of operations and financial conditions in the near term. Revenue Recognition Under FASB Topic 606, Revenue from Contacts with Customers The Company’s revenue consists of sales of cannabis and ancillary products to both retail consumers and wholesale customers. Revenue for retail customers is recognized upon completion of the transaction in the point of sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue for wholesale customers is recognized upon acceptance of the physical goods and confirmation by acceptance of the inventory in the regulatory marijuana enforcement tracking reporting compliance (“METRC”) system. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss passes, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Retail customer loyalty liabilities are recognized in the period in which they are incurred and will often be retired without being utilized. Shipping and handling costs are expensed as incurred and are included in cost of sales, which were not material for the three and nine months ended September 30, 2020. The Company operates in a highly regulated environment in which state regulatory approval is required prior to the customer being able to purchase the product, either through the Colorado Marijuana Enforcement Division for wholesale clients or the Colorado Department of Public Health and Environment for medical patients. Stock-Based Compensation The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the condensed consolidated statements of operations. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes Comprehensive Loss ASC 220, Comprehensive Income Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values reported in the condensed consolidated balance sheets for cash, prepaid expenses, inventories, accounts payable, notes payable, and taxes payable approximate fair values because of the immediate or short-term maturities of these financial instruments. There were no other assets or liabilities that require fair value to be recalculated on a recurring basis. Net Loss per Share The Company follows ASC 260, Earnings Per Share Assets and Liabilities of Discontinued Operations Held for Sale Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets (and liabilities) are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. See Note 8.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2020
Revenue Recognition [Abstract]
Revenue Recognition	6. Revenue Recognition Disaggregated Revenue For the Three Months Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $1,259,120 and $1,023,480) $ 1,259,120 $ 1,023,480 Medical wholesale (amounts related to VIE discontinued operations of $455,521 and $200,250) 455,521 200,250 Recreational wholesale (amounts related to VIE discontinued operations of $143,561 and $381,746) 143,561 381,746 Other revenues (amounts related to VIE discontinued operations of $0 and $0) - - Total revenues $ 1,858,202 $ 1,605,476 For the Nine Months Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $3,531,304 and $1,023,480) $ 3,542,504 $ 1,023,480 Medical wholesale (amounts related to VIE discontinued operations of $1,054,748 and $200,250) 1,055,448 200,250 Recreational wholesale (amounts related to VIE discontinued operations of $598,276 and $381,746) 1,367,831 381,746 Other revenues (amounts related to VIE discontinued operations of $2,741 and $0) 2,741 - Total revenues $ 5,968,524 $ 1,605,476

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2020
Business Combinations [Abstract]
Business Combination	7. Business Combination Effective July 15, 2019, the Company acquired cannabis brands and other assets of CMI. In consideration of the sale and transfer of the acquired assets, the Company delivered 13,553,233 shares of Andina Gold common stock, in addition to $1,999,770 in cash to the members of CMI. The CMI Transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations Cash $ 1,999,770 Common stock 6,776,617 Total purchase price $ 8,776,387 Description Fair Value Weighted average useful life (in years) Assets acquired: Cash $ 136,654 Other current assets 74 Property and equipment, net 1,985,738 Intangible assets: Customer relationships 215,900 6 Trademark/trade name 1,340,000 Indefinite Developed manufacturing process 1,330,000 Indefinite Goodwill 4,663,514 Right of use asset 1,411,461 Deposits 12,348 Total assets acquired $ 11,095,689 Liabilities assumed: Notes payable $ 147,268 Notes payable, related parties 760,573 Right of use liability 1,411,461 Total liabilities assumed 2,319,302 Estimated fair value of net assets acquired $ 8,776,387 Unaudited Pro Forma Results CMI contributed a net loss of $4,634,506 and $4,862,255 for the three and nine months ended September 30, 2020, respectively, included in discontinued operations in the Company’s consolidated statements of operations. The following table below represents the revenue, net loss and loss per share effect of the acquired company, as reported in our pro forma basis as if the acquisition occurred on January 1, 2019. These pro forma results are not necessarily indicative of the results that actually would have occurred if the acquisition had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods. For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 Net Sales $ 1,858,202 $ 1,907,323 $ 5,968,524 $ 4,964,507 Net loss $ (5,939,989 ) $ (782,412 ) $ (10,310,306 ) $ (1,464,115 ) Net loss per common share $ (0.06 ) $ (0.01 ) $ (0.10 ) $ (0.02 )

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2020
Cash, Including Discontinued Operations [Abstract]
Discontinued Operations	8. Discontinued Operations In April 2019, the Company began to reposition itself into the cannabis industry. On July 1, 2019, the Company disposed of its Colombian subsidiary, Devco, in exchange for its acquisition of 100% of the membership units of General Extract. Devco’s net assets primarily consisted of approximately 13 hectares of undeveloped land. The operations of the Colombian business and land were accounted for as discontinued operations through the date of divestiture. The accompanying condensed consolidated balance sheets include the following carrying amounts of assets and liabilities related to these Devco discontinued operations: September 30, July 1, Assets Cash $ - $ 18,472 Inventory, net - - Prepaid expenses and advances - 29,980 Current assets held for sale - 48,452 Property and equipment, net - 456,762 Total assets held for sale - 505,214 Liabilities Accounts payable and accrued liabilities - 23,123 Total liabilities held for sale - 23,123 Net assets $ - $ 482,091 * - Date of Devco disposition The condensed consolidated statements of operations include the following operating results related to these Devco discontinued operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Selling, marketing and administrative $ - $ - $ - $ 19,716 Impairment loss - - - 903 Interest expense - - - 310 Net loss from discontinued operations, before taxes - - - (20,929 ) Income taxes - - - 1,350 Net loss from discontinued operations, net of tax $ - $ - $ - $ (22,279 ) Foreign currency translation adjustments - - - (5,370 ) Comprehensive loss from discontinued operations, net of tax $ - $ - $ - $ (27,649 ) For the nine months ended September 30, 2019, statements of cash flows include non-cash impairment charges of $903 and depreciation expense of $368 related to these Devco discontinued operations. In June 2020, the Company’s board of directors adopted a plan to exit the cultivation, manufacturing of infused products and retail distribution businesses through the sale of Good Meds. The Company determined that the intended sale represented a strategic shift that will have a major effect on the Company’s operations and financial results and therefore, for financial statement reporting purposes classified Good Meds and its consolidated VIE CMI as held for sale at September 30, 2020 and December 31, 2019. The accompanying condensed consolidated balance sheets include the following carrying amounts of assets and liabilities related to these CMI discontinued operations: September 30, December 31, Assets Accounts receivable, net $ 60,312 $ 113,599 Prepaid expenses 2,639 11,588 Inventory, net 597,935 768,633 Property and equipment, net 2,483,690 2,152,626 Goodwill - 4,663,514 Intangible assets, net 2,842,346 2,869,247 Security deposits 15,608 15,608 Right of use asset, net 913,850 1,243,732 Total current assets held for sale 6,916,380 11,838,547 Total assets held for sale $ 6,916,380 $ 11,838,547 Liabilities Accounts payable and accrued expenses 171,991 337,386 Taxes payable 22,233 24,865 Notes payable, related parties 431,090 307,450 Right of use liability 898,970 1,243,732 Total liabilities held for sale 1,524,284 1,913,433 Net assets $ 5,392,096 $ 9,925,114 The condensed consolidated statements of operations include the following operating results related to these CMI discontinued operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net sales $ 1,858,202 $ 1,605,476 $ 5,187,069 $ 1,605,476 Cost of goods sold, inclusive of depreciation 1,354,626 981,890 3,982,677 981,890 Gross profit 503,576 623,586 1,204,392 623,586 Operating expenses: Personnel costs 104,021 112,028 286,788 112,028 Sales and marketing 224,382 164,629 699,080 164,629 General and administrative 54,904 76,175 186,614 76,175 Legal and professional fees 56,436 43,311 77,667 43,311 Amortization expense 8,967 10,593 26,901 10,593 Total operating expenses 448,710 406,736 1,277,050 406,736 Gain / (loss) from operations 54,866 216,850 (72,658 ) 216,850 Other income (expenses): Interest expense (25,858 ) (12,715 ) (126,083 ) (12,715 ) Goodwill impairment (4,663,514 ) - (4,663,514 ) - Total other expenses (4,689,372 ) (12,715 ) (4,789,597 ) (12,715 ) Net loss from discontinued operations, before taxes (4,634,506 ) 204,135 (4,862,255 ) 204,135 Income taxes - - - - Net loss from discontinued operations $ (4,634,506 ) $ 204,135 $ (4,862,255 ) $ 204,135

Inventory, Net

Inventory, Net	9 Months Ended
	Sep. 30, 2020
Inventory Disclosure [Abstract]
Inventory, Net	9. Inventory, Net Inventory, net consisted of the following: September 30, December 31, Finished goods (amounts related to VIE discontinued operations of $252,553 and $416,871) $ 252,553 $ 920,671 Work-in-process inventory grow (amounts related to VIE discontinued operations of $345,382 and $351,762) 345,382 351,762 Provision for inventory losses - (163,800 ) $ 597,935 $ 1,108,633 The Company re-negotiated the selling price of the cannabidiol finished goods inventory from General Extract in 2019 and 2020. All remaining cannabidiol finished goods inventory was sold in 2020 Q2. Finished goods relating to cannabis and cannabidiol products had balances of $252,553 and $0 as of September 30, 2020 and 2019, respectively.

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	10. Property and Equipment, Net Property and equipment, net consisted of the following. All property and equipment is owned by CMI and classified as held for sale. September 30, December 31, Leasehold improvements $ 2,236,054 $ 2,223,609 Machinery and equipment 954,081 888,786 Furniture and fixtures 43,331 43,331 Construction in progress 643,049 258,615 3,876,515 3,414,341 Less: Accumulated depreciation (1,392,825 ) (1,261,715 ) $ 2,483,690 $ 2,152,626 Depreciation expense for the three and nine months ended September 30, 2020 was $0, and $131,110, respectively, and was $54,471 for the three and nine months ended September 30, 2019. Depreciation expense was recorded in cost of goods sold and general and administrative expense for the nine months ended September 30, 2020 and 2019, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	11. Goodwill and Intangible Assets The Company tests goodwill and definite-lived intangible assets for impairment annually as of October 1st, or more frequently whenever events or changes in circumstances indicate that the asset might be impaired. As the Company has marketed the CMI assets for sale, management determined it was more likely than not that the fair value was less than the carrying value. Therefore, the Company recorded an impairment loss of $4,663,514 in accordance with ASC 350-20-35 , Intangibles-Goodwill ASU 2017-04. The carrying value of goodwill was $0 and $4,663,514 as of September 30, 2020 and December 31, 2019, respectively. Goodwill is classified as held for sale as Of December 31, 2019. The following tables summarize information relating to the Company’s identifiable intangible assets, which are classified as held for sale, as of September 30, 2020 and December 31, 2019: September 30, Estimated Useful Life (Years) Gross Amount Accumulated Amortization Carrying Value Amortized: Customer relationships 6 years $ 215,900 $ (43,554 ) $ 172,346 215,900 (43,554 ) 172,346 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - 1,340,000 Developed manufacturing process Indefinite 1,330,000 - 1,330,000 $ 2,885,900 $ (43,554 ) $ 2,842,346 December 31, Estimated Useful Life (Years) Gross Amount Accumulated Amortization Carrying Value Amortized: Customer relationships 6 years $ 215,900 $ (16,653 ) $ 199,247 215,900 (16,653 ) 199,247 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - 1,340,000 Developed manufacturing process Indefinite 1,330,000 - 1,330,000 $ 2,885,900 $ (16,653 ) $ 2,869,247 Amortization expense, which is included in discontinued operations, was $8,967 and $26,901 for the three and nine months ended September 30, 2020, respectively, and was $9,309 for the three and nine months ended September 30, 2019.

Debt

Debt	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Debt	12. Debt On July 27, 2020, the Company entered into a subscription agreement consisting of 1) a convertible note and 2) warrants. The 1) convertible note has a face value of $250,000, matures August 1, 2022, and accrues interest at 8% per annum. The note is convertible into 2,500,000 shares of the Company’s common stock at a conversion price of $0.10 per share. The beneficial conversion feature is accounted for in accordance with ASC 470-20 Debt with Conversion and Other Options On August 26, 2020, the Company entered into a $600,000 loan agreement, which accrues interest at 84% per annum. The loan is repaid on a weekly basis up to the maturity date of April 7, 2021.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions In conjunction with the CMI Transaction, the Company assumed a note payable in which the note holder, John Knapp ("Knapp") is a significant shareholder in the Company. Additionally, Knapp is a former executive and board director of the Company. On August 6, 2020, the Company formalized the terms of this note payable. The note bears interest on an annual basis of 25% and is convertible into shares of common stock at a price of $0.25 per share. The note matures on January 31, 2021. As of September 30, 2020, the outstanding balance of the notes payable, related party was $431,090. Effective February 25, 2020, Knapp resigned as a director of Andina Gold, at which time 200,000 Restricted Stock Units were deemed to have vested and were converted into 200,000 common shares. Refer to Note 2 for additional details on the relationship of CMI as a VIE.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Shareholders' Equity	14. Shareholders’ Equity In February 2020, the Company issued 400,000 shares of common stock pursuant to accelerated vesting of RSU’s upon the resignation of a former executive. In February 2020, the Company issued 200,000 shares of common stock pursuant to accelerated vesting of RSU’s upon the resignation of a former board member. In March 2020, the Company issued 1,175,549 shares of common stock to a former executive per a separation agreement. In June 2020, four shareholders submitted 15,050,000 shares of common stock for cancellation pursuant to prior agreements among certain shareholders. Accordingly, the Company cancelled 15,050,000 shares of common stock. In July 2020, the Company issued 10,000 shares of common stock to a former employee per a separation agreement. In July 2020, one shareholder submitted 300,000 shares of common stock for cancellation pursuant to prior agreements. Accordingly, the Company cancelled 300,000 shares of common stock. In August 2020, the Company issued 60,000 shares of common stock in order to raise capital. In August 2020, the Company issued 757,895 shares of common stock to former board members per a separation agreement. Restricted Stock Unit Awards The Company adopted its 2019 Omnibus Stock Incentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees, directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any RSUs granted under the 2019 Plan will be at the discretion of the Compensation Committee of the Board of Directors. A summary of the Company’s RSU award activity for the nine months ended September 30, 2020 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 - $ - Granted 4,000,000 0.63 Vested (600,000 ) 0.65 Forfeited (200,000 ) 0.65 Outstanding at March 31, 2020 3,200,000 0.62 Granted 1,442,895 0.29 Vested (10,000 ) 0.28 Forfeited (2,000,000 ) 0.60 Outstanding at June 30, 2020 2,632,895 0.46 Granted 757,895 0.19 Vested (757,895 ) 0.19 Forfeited (582,895 ) 0.44 Outstanding at September 30, 2020 2,050,000 $ 0.46 The total fair value of RSUs vested during the three and nine months ending September 30, 2020 was $144,000 and $536,810, respectively, and was $0 during the three and nine months ending September 30, 2019. As of September 30, 2020, there was $656,581 of unrecognized stock-based compensation cost related to non-vested RSU’s, which is expected to be recognized over the remaining vesting period. Stock-based compensation expense relating to RSU’s was $220,399 and $828,830 for the three and nine months ending September 30, 2020, respectively, and was $0 for the three and nine months ended September 30, 2019. Stock-based compensation for the nine months ending September 30, 2020 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $323,117, $450,440, and $55,273, respectively. Expenses for stock-based compensation is included on the accompanying consolidated statements of operations in general and administrative expense.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	15. Income Taxes In accordance with ASC 740-270, the Company calculates the interim tax expense based on an annual effective tax rate (“AETR”). The AETR represents the Company’s estimated effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book loss, adjusted for discrete transactions occurring during the period. The annual effective tax rates for the nine months ended September 30, 2020 was (0.07%). The Company’s annual effective tax rate for the nine months ended September 30, 2020 is lower than the federal statutory tax rate of 21% primarily due to the disallowance of Company expenses due to Internal Revenue Code Section 280(E) coupled with the increase in future deductible tax differences not expected to be realized in future periods. For the period ending September 30, 2020, the Company has recorded a total income tax liability in the amount of $7,676. This number represents the actual pretax book income generated for the nine-month period ended September 30, 2020 multiplied by the AETR noted above. The total income tax liability recorded is in relation to the discontinued operations of the company and available for sale assets. For the three and nine months ended September 30, 2020, the Company has a net operating loss carry forward of approximately $1,046,749 and $583,001, respectively. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382. The Company applied a 100% valuation reserve against the deferred tax benefit as the realization of the benefit is not certain.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	16. Commitments & Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Lease Commitments The Company accounts for lease transactions in accordance with Topic 842, Leases There are no other leases that meet the reporting standards of ASU Topic 842 as the Company does not have any other leases with a term exceeding twelve months. Other lease payments not accounted for under ASU Topic 842 total $19,584 and $55,471 for the three and nine months ended September 30, 2020, respectively. An ROU asset of $1,411,461 was recognized upon the CMI Transaction. The present value of the liabilities decreased by $123,530 and $344,762 for the three and nine months ended September 30, 2020, respectively. This balance is included in the operating section of the statement of cash flows for the nine months ended September 30, 2020. Operating lease cost was approximately $159,525 and $467,607 for the three and nine months ended September 30, 2020, respectively. The Company does not have any leases that have not yet commenced which are significant. Legal Proceedings We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent Events 1. On October 15, 2020, the Company commenced an offering of up to $2,000,000 of the Company's securities in order to raise capital to fund ongoing operations. The offering consists of one share of common stock plus a warrant to purchase an additional share of common stock, together at a price of $0.15. Each warrant is exercisable at a price of $0.30 per share for a period terminating on November 1, 2022. As of November 9, 2020, the Company had received gross proceeds of $75,000.00. 2. On October 29, 2020, the Board of Directors of the Company granted two officers stock options to purchase shares of common stock of the Company at an exercise price of $0.16. The stock options expire on October 29, 2030 if not exercised prior to that date. Dr. Delon Human, Chairman of the Board, received 1,500,000 stock options vesting on the grant date and Philip Mullin, Chief Financial Officer, received 2,000,000 stock options vesting on the grant date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, they do not include certain footnotes and financial presentations normally required under GAAP for complete financial statements. The condensed consolidated financial statements include the accounts of the Andina Gold, General Extract and CMI, a VIE for which the Company is deemed to be the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment from its corporate headquarters in Colorado. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, with exception to the revision as described in Note 3 and reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations and cash flows. The results for the three- and nine-month periods ended September 30, 2020 are not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2020. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2019, included in the Company’s Form 10-K filed on April 3, 2020 with the SEC.
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the fair value and potential impairment of inventory, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Reclassifications	Reclassifications Certain items in the interim condensed consolidated financial statements were reclassified from prior periods for presentation purposes.
Variable Interest Entities	Variable Interest Entities The Company accounts for variable interest entities in accordance with FASB ASC Topic 810, Consolidation
Accounts Receivable, net	Accounts Receivable, net Accounts receivable, net is comprised of balances due from customers and are recorded at the invoiced amount. Past due balances are determined based on the contractual terms of the arrangements. Accounts receivable are accrued against when management determines, after considering economic and business conditions and all means of collection efforts have been exhausted and the potential for recovery is considered remote, that the collection of receivables is doubtful. Accounts receivable amounts, net of allowance for doubtful accounts, were $744,312 and $113,599 as of September 30, 2020 and December 31, 2019, respectively. This includes $60,312 and $113,599, respectively, related to the VIE, which is classified as held for sale. Uncollectible accounts previously recorded as receivables are recognized as bad debt expense, with a corresponding decrease to accounts receivable. Bad debt expense was $34,765 and $42,118 for the three and nine months ended September 30, 2020, respectively. This amount includes $(1,235) and $2,118, respectively, related to the VIE, which is classified as discontinued operations. Bad debt expense for the three and nine months ended September 30, 2019 was $(1,200). This related entirely to the VIE and was classified as discontinued operations.
Inventory, net	Inventory, net Inventory, net is comprised of work-in-process and finished goods consisting of cannabis and cannabidiol products. Cost includes expenditures directly related to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Inventory, net is stated at the lower of cost or net realizable value. The Company compares the cost of inventory with market value and writes down inventories to net realizable value, if lower. In evaluating whether inventories are stated at lower of cost or net realizable value, management considers such factors as inventories on hand, physical deterioration, obsolescence, changes in price levels, estimated time to sell such inventories and current market conditions. Due to changing market conditions, management conducted a thorough review of its inventory. As a result, a provision for inventory losses of $0 and $400,787 was charged against cost of goods sold during the three and nine months ended September 30, 2020, respectively, due to a write down of inventory to its net realizable value. This was based on the Company’s best estimates of product sales prices and customer demand patterns. It is at least reasonably possible that the estimates used by the Company to determine its provision for inventory losses will be materially different from the actual amounts or results. These differences could result in materially higher than expected inventory provisions, which could have a materially adverse effect on the Company’s results of operations and financial conditions in the near term.
Revenue Recognition	Revenue Recognition Under FASB Topic 606, Revenue from Contacts with Customers The Company’s revenue consists of sales of cannabis and ancillary products to both retail consumers and wholesale customers. Revenue for retail customers is recognized upon completion of the transaction in the point of sale system and satisfaction of the sale by providing the corresponding inventory at the retail location. Revenue for wholesale customers is recognized upon acceptance of the physical goods and confirmation by acceptance of the inventory in the regulatory marijuana enforcement tracking reporting compliance (“METRC”) system. Revenue is recognized upon transfer of control of promised products to customers, generally as risk of loss passes, in an amount that reflects the consideration the Company expects to receive in exchange for those products. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Retail customer loyalty liabilities are recognized in the period in which they are incurred and will often be retired without being utilized. Shipping and handling costs are expensed as incurred and are included in cost of sales, which were not material for the three and nine months ended September 30, 2020. The Company operates in a highly regulated environment in which state regulatory approval is required prior to the customer being able to purchase the product, either through the Colorado Marijuana Enforcement Division for wholesale clients or the Colorado Department of Public Health and Environment for medical patients.
Stock-Based Compensation	Stock-Based Compensation The fair value of restricted stock units (“RSUs”) granted are measured on the grant date using the closing price of the Company’s common shares on the grant date. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures over the course of a vesting period. All stock-based compensation costs are recorded in general and administrative expenses in the condensed consolidated statements of operations.
Income Taxes	Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes
Comprehensive Loss	Comprehensive Loss ASC 220, Comprehensive Income
Fair Value Measurements	Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values reported in the condensed consolidated balance sheets for cash, prepaid expenses, inventories, accounts payable, notes payable, and taxes payable approximate fair values because of the immediate or short-term maturities of these financial instruments. There were no other assets or liabilities that require fair value to be recalculated on a recurring basis.
Net Loss per Share	Net Loss per Share The Company follows ASC 260, Earnings Per Share
Assets and Liabilities of Discontinued Operations Held for Sale	Assets and Liabilities of Discontinued Operations Held for Sale Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets (and liabilities) are classified as held for sale in the balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation of assets ceases upon designation as held for sale. See Note 8.

Variable Interest Entity (Table

Variable Interest Entity (Tables)	9 Months Ended
	Sep. 30, 2020
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]
Schedule of Variable Interest Entity	Balance Sheet Description As of As of Current assets Cash and cash equivalents $ 399,011 $ 467,460 Accounts receivable, net 60,312 113,599 Inventory, net 597,935 768,633 Total current assets 1,057,258 1,349,692 Total assets $ 1,057,258 $ 1,349,692 Current liabilities Accounts payable and accrued expenses $ 171,991 $ 337,386 Total current liabilities 171,991 337,386 Total liabilities 171,991 337,386 Net assets $ 885,267 $ 1,012,306
Schedule of description of operating results of Variable Interest Entities	Income Statement Description For the Three Months Ended For the Nine Months Ended Net sales $ 1,858,202 $ 5,187,069 Cost of goods sold, inclusive of depreciation 1,354,626 3,982,677 Gross profit $ 503,576 $ 1,204,392 Operating expenses Personnel costs 104,021 286,788 Sales and marketing 224,382 699,080 General and administrative 54,904 186,614 Legal and professional fees 56,436 77,667 Amortization expense 8,967 26,901 Total operating expenses 448,710 1,277,050 Gain / (loss) from operations $ 54,866 $ (72,658 ) Interest expense 25,858 126,083 Goodwill impairment 4,663,514 4,663,514 Total other expenses 4,689,372 4,789,597 Net income $ (4,634,506 ) $ (4,862,255 )

Revision of Prior Period Fina_2

Revision of Prior Period Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2020
Revision of Prior Period Financial Statements [Abstract]
Schedule of impact of these adjustments on consolidated financial statements	December 31, Previously Reported Non-controlling Interest Adjustment Revised (1) Inventory, net (2) $ 340,000 $ 768,633 $ 1,108,633 Accounts receivable, net (2) $ - $ 113,599 $ 113,599 Total current assets $ 3,933,047 $ 882,232 $ 4,815,279 Goodwill $ 5,855,748 $ (1,192,234 ) $ 4,663,514 Total assets $ 16,070,008 $ (310,002 ) $ 15,760,006 Accounts payable and accrued expenses $ 754,850 $ 337,386 $ 1,092,236 Total current liabilities $ 1,558,821 $ 337,386 $ 1,896,207 Total liabilities $ 2,335,588 $ 337,386 $ 2,672,974 Additional paid-in capital $ 16,246,645 $ 647,458 $ 16,894,103 Non-controlling interests in consolidated variable interest entity $ 1,294,846 $ (1,294,846 ) $ - Total shareholders’ equity $ 13,734,420 $ (647,388 ) $ 13,087,032 Total liabilities and shareholders’ equity $ 16,070,008 $ (310,002 ) $ 15,760,006 (1) There was no impact to the Company’s consolidated statements of operations. (2) The Company does not own the VIE’s portion of this asset. Amounts relating to the VIE are accounts receivable, net of $113,599 and inventory, net of $768,633.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2020
Revenue Recognition [Abstract]
Schedule of disaggregated revenue	For the Three Months Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $1,259,120 and $1,023,480) $ 1,259,120 $ 1,023,480 Medical wholesale (amounts related to VIE discontinued operations of $455,521 and $200,250) 455,521 200,250 Recreational wholesale (amounts related to VIE discontinued operations of $143,561 and $381,746) 143,561 381,746 Other revenues (amounts related to VIE discontinued operations of $0 and $0) - - Total revenues $ 1,858,202 $ 1,605,476 For the Nine Months Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $3,531,304 and $1,023,480) $ 3,542,504 $ 1,023,480 Medical wholesale (amounts related to VIE discontinued operations of $1,054,748 and $200,250) 1,055,448 200,250 Recreational wholesale (amounts related to VIE discontinued operations of $598,276 and $381,746) 1,367,831 381,746 Other revenues (amounts related to VIE discontinued operations of $2,741 and $0) 2,741 - Total revenues $ 5,968,524 $ 1,605,476

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2020
Business Combinations [Abstract]
Schedule of business acquisitions	Cash $ 1,999,770 Common stock 6,776,617 Total purchase price $ 8,776,387 Description Fair Value Weighted average useful life (in years) Assets acquired: Cash $ 136,654 Other current assets 74 Property and equipment, net 1,985,738 Intangible assets: Customer relationships 215,900 6 Trademark/trade name 1,340,000 Indefinite Developed manufacturing process 1,330,000 Indefinite Goodwill 4,663,514 Right of use asset 1,411,461 Deposits 12,348 Total assets acquired $ 11,095,689 Liabilities assumed: Notes payable $ 147,268 Notes payable, related parties 760,573 Right of use liability 1,411,461 Total liabilities assumed 2,319,302 Estimated fair value of net assets acquired $ 8,776,387
Schedule of pro forma financial information	For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 Net Sales $ 1,858,202 $ 1,907,323 $ 5,968,524 $ 4,964,507 Net loss $ (5,939,989 ) $ (782,412 ) $ (10,310,306 ) $ (1,464,115 ) Net loss per common share $ (0.06 ) $ (0.01 ) $ (0.10 ) $ (0.02 )

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2020
Cash, Including Discontinued Operations [Abstract]
Schedule of discontinued operations carrying amounts of assets and liabilities	September 30, July 1, Assets Cash $ - $ 18,472 Inventory, net - - Prepaid expenses and advances - 29,980 Current assets held for sale - 48,452 Property and equipment, net - 456,762 Total assets held for sale - 505,214 Liabilities Accounts payable and accrued liabilities - 23,123 Total liabilities held for sale - 23,123 Net assets $ - $ 482,091 * - Date of Devco disposition September 30, December 31, Assets Accounts receivable, net $ 60,312 $ 113,599 Prepaid expenses 2,639 11,588 Inventory, net 597,935 768,633 Property and equipment, net 2,483,690 2,152,626 Goodwill - 4,663,514 Intangible assets, net 2,842,346 2,869,247 Security deposits 15,608 15,608 Right of use asset, net 913,850 1,243,732 Total current assets held for sale 6,916,380 11,838,547 Total assets held for sale $ 6,916,380 $ 11,838,547 Liabilities Accounts payable and accrued expenses 171,991 337,386 Taxes payable 22,233 24,865 Notes payable, related parties 431,090 307,450 Right of use liability 898,970 1,243,732 Total liabilities held for sale 1,524,284 1,913,433 Net assets $ 5,392,096 $ 9,925,114
Schedule of discontinued operations statements of operations	Three Months Ended Nine Months Ended 2020 2019 2020 2019 Selling, marketing and administrative $ - $ - $ - $ 19,716 Impairment loss - - - 903 Interest expense - - - 310 Net loss from discontinued operations, before taxes - - - (20,929 ) Income taxes - - - 1,350 Net loss from discontinued operations, net of tax $ - $ - $ - $ (22,279 ) Foreign currency translation adjustments - - - (5,370 ) Comprehensive loss from discontinued operations, net of tax $ - $ - $ - $ (27,649 ) Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net sales $ 1,858,202 $ 1,605,476 $ 5,187,069 $ 1,605,476 Cost of goods sold, inclusive of depreciation 1,354,626 981,890 3,982,677 981,890 Gross profit 503,576 623,586 1,204,392 623,586 Operating expenses: Personnel costs 104,021 112,028 286,788 112,028 Sales and marketing 224,382 164,629 699,080 164,629 General and administrative 54,904 76,175 186,614 76,175 Legal and professional fees 56,436 43,311 77,667 43,311 Amortization expense 8,967 10,593 26,901 10,593 Total operating expenses 448,710 406,736 1,277,050 406,736 Gain / (loss) from operations 54,866 216,850 (72,658 ) 216,850 Other income (expenses): Interest expense (25,858 ) (12,715 ) (126,083 ) (12,715 ) Goodwill impairment (4,663,514 ) - (4,663,514 ) - Total other expenses (4,689,372 ) (12,715 ) (4,789,597 ) (12,715 ) Net loss from discontinued operations, before taxes (4,634,506 ) 204,135 (4,862,255 ) 204,135 Income taxes - - - - Net loss from discontinued operations $ (4,634,506 ) $ 204,135 $ (4,862,255 ) $ 204,135

Inventory, Net (Tables)

Inventory, Net (Tables)	9 Months Ended
	Sep. 30, 2020
Inventory Disclosure [Abstract]
Schedule of inventory	September 30, December 31, Finished goods (amounts related to VIE discontinued operations of $252,553 and $416,871) $ 252,553 $ 920,671 Work-in-process inventory grow (amounts related to VIE discontinued operations of $345,382 and $351,762) 345,382 351,762 Provision for inventory losses - (163,800 ) $ 597,935 $ 1,108,633

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, net	September 30, December 31, Leasehold improvements $ 2,236,054 $ 2,223,609 Machinery and equipment 954,081 888,786 Furniture and fixtures 43,331 43,331 Construction in progress 643,049 258,615 3,876,515 3,414,341 Less: Accumulated depreciation (1,392,825 ) (1,261,715 ) $ 2,483,690 $ 2,152,626

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of identifiable intangible assets	September 30, Estimated Useful Life (Years) Gross Amount Accumulated Amortization Carrying Value Amortized: Customer relationships 6 years $ 215,900 $ (43,554 ) $ 172,346 215,900 (43,554 ) 172,346 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - 1,340,000 Developed manufacturing process Indefinite 1,330,000 - 1,330,000 $ 2,885,900 $ (43,554 ) $ 2,842,346 December 31, Estimated Useful Life (Years) Gross Amount Accumulated Amortization Carrying Value Amortized: Customer relationships 6 years $ 215,900 $ (16,653 ) $ 199,247 215,900 (16,653 ) 199,247 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - 1,340,000 Developed manufacturing process Indefinite 1,330,000 - 1,330,000 $ 2,885,900 $ (16,653 ) $ 2,869,247

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Schedule of the company's RSU award activity	Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 - $ - Granted 4,000,000 0.63 Vested (600,000 ) 0.65 Forfeited (200,000 ) 0.65 Outstanding at March 31, 2020 3,200,000 0.62 Granted 1,442,895 0.29 Vested (10,000 ) 0.28 Forfeited (2,000,000 ) 0.60 Outstanding at June 30, 2020 2,632,895 0.46 Granted 757,895 0.19 Vested (757,895 ) 0.19 Forfeited (582,895 ) 0.44 Outstanding at September 30, 2020 2,050,000 $ 0.46

Nature of the Business (Details

Nature of the Business (Details) - USD ($)	Jul. 15, 2019	Sep. 30, 2020	Jul. 02, 2019
Nature of the Business (Textual)
Denver, CO, operates square-foot, description		Good Meds, the operating unit of CMI, is based in Denver, CO, and operates in a 60,000-square-foot cultivation and processing facility.
Critical Mass Industries [Member]
Nature of the Business (Textual)
Shares issued	1,500,000
Cash paid	$ 1,999,770
General Extract, LLC [Member]
Nature of the Business (Textual)
Membership interests acquired			100.00%
First Colombia Devco S.A.S [Member] | Critical Mass Industries [Member]
Nature of the Business (Textual)
Shares issued	13,553,233

Variable Interest Entity (Detai

Variable Interest Entity (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 614,205	$ 3,473,770	$ 4,702,901	$ 207,313
Inventory, net		340,000
Total current assets	8,386,548	15,760,006
Current liabilities
Total current liabilities	3,723,258	2,668,283
VIE's [Member]
Current assets
Cash and cash equivalents	399,011	467,460
Accounts receivable, net	60,312	113,599
Inventory, net	597,935	768,633
Total current assets	1,057,258	1,349,692
Total assets	1,057,258	1,349,692
Current liabilities
Accounts payable and accrued expenses	171,991	337,386
Total current liabilities	171,991	337,386
Total liabilities	171,991	337,386
Net assets	$ 885,267	$ 1,012,306

Variable Interest Entity (Det_2

Variable Interest Entity (Details 1) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Variable Interest Entity [Line Items]
Net sales							$ 781,455
Cost of goods sold, inclusive of depreciation							744,279
Gross profit							37,176
Operating expenses
Personnel costs	509,031			295,504			1,925,716	295,504
Sales and marketing				5,225			14,854	5,225
Legal and professional fees	289,484			708,364			1,216,799	708,363
Total operating expenses	1,181,384			1,413,347			5,340,000	1,683,207
Gain / (loss) from operations	(1,181,384)			(1,413,347)			(5,302,824)	(1,683,207)
Total other expenses	(121,540)						(137,551)	(430)
Net income	(5,939,989)	$ (773,008)	$ (3,597,309)	$ (1,299,517)	$ (227,055)	$ (70,884)	(10,310,306)	$ (1,592,086)
VIE's [Member]
Variable Interest Entity [Line Items]
Net sales	1,858,202						5,187,069
Cost of goods sold, inclusive of depreciation	1,354,626						3,982,677
Gross profit	503,576						1,204,392
Operating expenses
Personnel costs	104,021						286,788
Sales and marketing	224,382						699,080
General and administrative	54,904						186,614
Legal and professional fees	56,436						77,667
Amortization expense	8,967						26,901
Total operating expenses	448,710						1,277,050
Gain / (loss) from operations	54,866						(72,658)
Interest expense	25,858						126,083
Goodwill impairment	4,663,514						4,663,514
Total other expenses	4,689,372						4,789,597
Net income	$ (4,634,506)						$ (4,862,255)

Revision of Prior Period Fina_3

Revision of Prior Period Financial Statements (Details) - USD ($)		Sep. 30, 2020	Dec. 31, 2019
Inventory, net			$ 340,000
Accounts receivable, net		684,000
Total current assets		8,386,548	15,760,006
Goodwill		0	4,663,514
Total assets		8,386,548	15,760,006
Accounts payable and accrued expenses		1,598,203	754,850
Total current liabilities		3,723,258	2,668,283
Total liabilities		3,751,767	2,672,974
Additional paid-in capital		18,764,904	16,894,103
Total shareholders’ equity		4,634,781	13,087,032
Total liabilities and shareholders’ equity		$ 8,386,548	15,760,006
Previously Reported [Member]
Inventory, net	[1]		340,000
Accounts receivable, net	[1]
Total current assets			3,933,047
Goodwill			5,855,748
Total assets			16,070,008
Accounts payable and accrued expenses			754,850
Total current liabilities			1,558,821
Total liabilities			2,335,588
Additional paid-in capital			16,246,645
Non-controlling interests in consolidated variable interest entity			1,294,846
Total shareholders’ equity			13,734,420
Total liabilities and shareholders’ equity			16,070,008
Non-controlling Interest Adjustment [Member]
Inventory, net	[1]		768,633
Accounts receivable, net	[1]		113,599
Total current assets			882,232
Goodwill			1,192,234
Total assets			(310,002)
Accounts payable and accrued expenses			337,386
Total current liabilities			337,386
Total liabilities			337,386
Additional paid-in capital			647,458
Non-controlling interests in consolidated variable interest entity			(1,294,846)
Total shareholders’ equity			(647,388)
Total liabilities and shareholders’ equity			(310,002)
Revised [Member]
Inventory, net	[1],[2]		1,108,633
Accounts receivable, net	[1],[2]		113,599
Total current assets	[2]		4,815,279
Goodwill	[2]		4,663,514
Total assets	[2]		15,760,006
Accounts payable and accrued expenses	[2]		1,092,236
Total current liabilities	[2]		1,896,207
Total liabilities	[2]		2,672,974
Additional paid-in capital	[2]		16,894,103
Non-controlling interests in consolidated variable interest entity	[2]
Total shareholders’ equity	[2]		13,087,032
Total liabilities and shareholders’ equity	[2]		$ 15,760,006
[1]	The Company does not own the VIE's portion of this asset. Amounts relating to the VIE are accounts receivable, net of $113,599 and inventory, net of $768,633.
[2]	There was no impact to the Company's consolidated statements of operations.

Revision of Prior Period Fina_4

Revision of Prior Period Financial Statements (Details Textual) - USD ($)		Sep. 30, 2020	Dec. 31, 2019
Revision of Prior Period Financial Statements (Textual)
Inventory, net			$ 340,000
Accounts receivable, net		684,000
Decrease in goodwill		0	4,663,514
Increase in additional-paid-in capital		18,764,904	16,894,103
VIE's [Member]
Revision of Prior Period Financial Statements (Textual)
Inventory, net		597,935	768,633
Accounts receivable, net		113,599
Accounts payable and accrued expenses		$ 171,991	337,386
Non-controlling Interest Adjustment [Member]
Revision of Prior Period Financial Statements (Textual)
Inventory, net	[1]		768,633
Accounts receivable, net	[1]		113,599
Decrease in goodwill			1,192,234
Increase in additional-paid-in capital			647,458
Accounts payable and accrued expenses			$ 337,386
[1]	The Company does not own the VIE's portion of this asset. Amounts relating to the VIE are accounts receivable, net of $113,599 and inventory, net of $768,633.

Going Concern Uncertainty, Fi_2

Going Concern Uncertainty, Financial Conditions and Management's Plans (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Going Concern Uncertainty, Financial Condition and Management's Plans (Textual)
Cash for operating activities							$ (3,247,391)	$ (607,022)
Accumulated deficit	$ (14,223,593)						(14,223,593)		$ (3,913,287)
Net loss	$ (5,939,989)	$ (773,008)	$ (3,597,309)	$ (1,299,517)	$ (227,055)	$ (70,884)	$ (10,310,306)	$ (1,592,086)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Summary of Significant Accounting Policies (Textual)
Accounts receivable, net	$ 684,000		$ 684,000
Provision for inventory losses	0		$ 400,787
Income taxes, description			In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.
Unvested RSU's considered potentially dilutive securities outstanding			2,050,000
Bad debt expense	34,765	$ (1,200)	$ 42,118	$ (1,200)
VIE's, Primary Beneficiary [Member]
Summary of Significant Accounting Policies (Textual)
Accounts receivable, net	744,312		744,312		113,599
Bad debt expense	(1,235)		2,118
Includes related sale	$ 60,312		$ 60,312		$ 113,599

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Total revenues			$ 781,455
Medical retail [Member]
Total revenues	1,259,120	1,023,480	3,542,504	1,023,480
Medical wholesale [Member]
Total revenues	455,521	200,250	1,055,448	200,250
Recreational wholesale [Member]
Total revenues	143,561	381,746	1,367,831	381,746
Other revenues [Member]
Total revenues			$ 2,741

Revenue Recognition (Details Te

Revenue Recognition (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Other Revenues [Member]
Revenue Recognition (Textual)
Amounts related to VIE	$ 0	$ 0	$ 2,741	$ 0
Recreational Wholesale [Member]
Revenue Recognition (Textual)
Amounts related to VIE	143,561	381,746	598,276	381,746
Medical Wholesale [Member]
Revenue Recognition (Textual)
Amounts related to VIE	455,521	200,250	1,054,748	200,250
Medical Retail [Member]
Revenue Recognition (Textual)
Amounts related to VIE	$ 1,259,120	$ 1,023,480	$ 3,531,304	$ 1,023,480

Business Combination (Details)

Business Combination (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Common stock		$ 6,776,617
CMI Transaction [Member]
Cash	1,999,770
Common stock	6,776,617
Total purchase price	$ 8,776,387

Business Combination (Details 1

Business Combination (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Intangible assets:
Goodwill	$ 0	$ 4,663,514
Trademark/trade name [Member]
Liabilities assumed:
Weighted average useful life	Indefinite
Developed manufacturing process [Member]
Liabilities assumed:
Weighted average useful life	Indefinite
Customer relationships [Member]
Liabilities assumed:
Weighted average useful life (in years)	6 years	6 years
CMI Transaction [Member]
Assets acquired:
Cash	$ 136,654
Other current assets	74
Property and equipment, net	1,985,738
Intangible assets:
Customer relationships	215,900
Trademark/trade name	1,340,000
Developed manufacturing process	1,330,000
Goodwill	4,663,514
Right of use asset	1,411,461
Deposits	12,348
Total assets acquired	11,095,689
Liabilities assumed:
Notes payable	147,268
Notes payable, related parties	760,573
Right of use liability	1,411,461
Total liabilities assumed	2,319,302
Estimated fair value of net assets acquired	$ 8,776,387

Business Combination (Details 2

Business Combination (Details 2) - CMI Transaction [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Net Sales	$ 1,858,202	$ 1,907,323	$ 5,968,524	$ 4,964,507
Net loss	$ (5,939,989)	$ (782,412)	$ (10,310,306)	$ (1,464,115)
Net loss per common share	$ (0.06)	$ (0.01)	$ (0.10)	$ (0.02)

Business Combination (Details T

Business Combination (Details Textual) - USD ($)	Jul. 15, 2019	Sep. 30, 2020	Sep. 30, 2020
CMI Transaction [Member]
Business Combination (Textual)
Number of common stock issued	13,553,233
Cash			$ 1,999,770
Net income		$ 4,634,506	$ 4,862,255
Critical Mass Industries [Member]
Business Combination (Textual)
Number of common stock issued	1,500,000
Cash	$ 1,999,770

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Jul. 02, 2019	[1]
CMI Transaction [Member]
Assets
Accounts receivable, net	$ 60,312	$ 113,599
Prepaid expenses and advances	2,639	11,588
Inventory, net	597,935	768,633
Property and equipment, net	2,483,690	2,152,626
Goodwill		4,663,514
Intangible assets, net	2,842,346	2,869,247
Security deposits	15,608	15,608
Right of use asset, net	913,850	1,243,732
Current assets held for sale	6,916,380	11,838,547
Total assets held for sale	6,916,380	11,838,547
Liabilities
Accounts payable and accrued liabilities	171,991	337,386
Taxes payable	22,233	24,865
Notes payable, related parties	431,090	307,450
Right of use liability	898,970	1,243,732
Total liabilities held for sale	1,524,284	1,913,433
Net assets	5,392,096	$ 9,925,114
First Colombia Devco S.A.S [Member]
Assets
Cash			$ 18,472
Prepaid expenses and advances			29,980
Inventory, net
Property and equipment, net			48,452
Total assets held for sale			505,214
Liabilities
Accounts payable and accrued liabilities			23,123
Total liabilities held for sale			23,123
Net assets			$ 482,091
[1]	Date of Devco disposition

Discontinued Operations (Deta_2

Discontinued Operations (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
CMI Transaction [Member]
Net sales	$ 1,858,202	$ 1,605,476	$ 5,187,069	$ 1,605,476
Cost of goods sold, inclusive of depreciation	1,354,626	981,890	3,982,677	981,890
Gross profit	503,576	623,586	1,204,392	623,586
Operating expenses:
Personnel costs	104,021	112,028	286,788	112,028
Selling, marketing and administrative	224,382	164,629	699,080	164,629
General and administrative	54,904	76,175	186,614	76,175
Legal and professional fees	56,436	43,311	77,667	43,311
Amortization expense	8,967	10,593	26,901	10,593
Total operating expenses	448,710	406,736	1,277,050	406,736
Gain / (loss) from operations	54,866	216,850	(72,658)	216,850
Other income (expenses):
Interest expense	(25,858)	(12,715)	(126,083)	(12,715)
Goodwill impairment	(4,663,514)		(4,663,514)
Total other expenses	(4,689,372)	(12,715)	(4,789,597)	(12,715)
Net loss from discontinued operations, before taxes	(4,634,506)	204,135	(4,862,255)	204,135
Income taxes
Net loss from discontinued operations	(4,634,506)	204,135	(4,862,255)	204,135
First Colombia Devco S.A.S [Member]
Operating expenses:
Selling, marketing and administrative				19,716
Impairment loss				903
Other income (expenses):
Interest expense				310
Net loss from discontinued operations, before taxes				(20,929)
Income taxes				1,350
Net loss from discontinued operations				(22,279)
Foreign currency translation adjustments				(5,370)
Comprehensive loss from discontinued operations, net of tax				$ (27,649)

Discontinued Operations (Deta_3

Discontinued Operations (Details Textual)	9 Months Ended
	Sep. 30, 2019USD ($)	Jul. 02, 2019ha
General Extract [Member]
Discontinued Operations (Textual)
Membership interests acquired		100.00%
First Colombia Devco S.A.S [Member]
Discontinued Operations (Textual)
Area of Land | ha		13
Discontinued operations non-cash impairment charges	$ 903
Discontinued operations depreciation expense	$ 368

Inventory, Net (Details)

Inventory, Net (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Finished goods	$ 252,553	$ 920,671
Work-in-process inventory grow	345,382	351,762
Provision for inventory losses		(163,800)
Total inventory	$ 597,935	$ 1,108,633

Inventory, Net (Details Textual

Inventory, Net (Details Textual) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Inventory, Net (Textual)
Finished goods amounts	$ 252,553	$ 920,671
Work-in-process inventory grow amounts	345,382	351,762
VIE's [Member]
Inventory, Net (Textual)
Finished goods amounts	252,553	416,871
Work-in-process inventory grow amounts	345,382	$ 351,762
Cannabis [Member]
Inventory, Net (Textual)
Finished goods amounts	$ 252,553
Cannabidiol [Member]
Inventory, Net (Textual)
Finished goods amounts			$ 0

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,876,515	$ 3,414,341
Less: Accumulated depreciation	(1,392,825)	(1,261,715)
Property and equipment, net	2,483,690	2,152,626
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	43,331	43,331
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,236,054	2,223,609
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	954,081	888,786
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 643,049	$ 258,615

Property and Equipment, Net (_2

Property and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property and Equipment, Net (Textual)
Depreciation expense	$ 0	$ 54,471	$ 131,110	$ 54,471

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Indefinite-lived Intangible Assets [Line Items]
Amortized intangible assets, Gross Amount	$ 215,900	$ 215,900
Amortized intangible assets, Accumulated Amortization	(43,554)	(16,653)
Amortized intangible assets, Carrying Value	172,346	199,247
Indefinite-lived Intangible assets, Gross Amount	2,885,900	2,885,900
Indefinite-lived Intangible assets, Accumulated Amortization	(43,554)	(16,653)
Indefinite-lived intangible assets, Carrying Value	2,842,346	2,869,247
Trademark/trade name [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible assets, Gross Amount	1,340,000	1,340,000
Indefinite-lived Intangible assets, Accumulated Amortization
Indefinite-lived intangible assets, Carrying Value	$ 1,340,000	$ 1,340,000
Indefinite-lived intangible assets, Estimated Useful Life (Years)	Indefinite	Indefinite
Developed manufacturing process [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible assets, Gross Amount	$ 1,330,000	$ 1,330,000
Indefinite-lived Intangible assets, Accumulated Amortization
Indefinite-lived intangible assets, Carrying Value	$ 1,330,000	$ 1,330,000
Indefinite-lived intangible assets, Estimated Useful Life (Years)	Indefinite	Indefinite
Customer relationships [Member]
Indefinite-lived Intangible Assets [Line Items]
Amortized intangible assets, Gross Amount	$ 215,900	$ 215,900
Amortized intangible assets, Accumulated Amortization	(43,554)	(16,653)
Amortized intangible assets, Carrying Value	$ 172,346	$ 199,247
Amortized intangible assets, Estimated Useful Life (Years)	6 years	6 years

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Goodwill and Intangible Assets (Textual)
Amortization expense including discontinued operations	$ 8,967	$ 9,309	$ 26,901	$ 9,309
Goodwill	0		0		$ 4,663,514
CMI Transaction [Member]
Goodwill and Intangible Assets (Textual)
Goodwill	$ 4,663,514		$ 4,663,514

Debt (Details)

Debt (Details) - USD ($)	1 Months Ended		9 Months Ended
	Aug. 26, 2020	Jul. 27, 2020	Sep. 30, 2020
Debt (Textual)
Subscription agreement, description		The Company entered into a subscription agreement consisting of 1) a convertible note and 2) warrants. The 1) convertible note has a face value of $250,000, matures August 1, 2022, and accrues interest at 8% per annum.
Convertible note			2,500,000
Common stock conversion price			$ 0.10
Net carrying amount			$ 20,833
Unamortized debt discount			$ 229,167
Purchase exercisable			2,500,000
Common stock per share			$ 0.25
Accrues interest	84.00%
Amount of loan agreement	$ 600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Related Party Transactions (Textual)
Amount due to related party	$ 431,090
Maturity date	Jan. 31, 2021
Original cost	$ 460,800	$ 460,800
Converted into common shares	200,000
Note Interest	25.00%
Common stock per share	$ 0.25
Restricted Stock Units (RSUs) [Member]
Related Party Transactions (Textual)
Vested shares	200,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020
Outstanding beginning balance	2,632,895	3,200,000
Granted	757,895	1,442,895	4,000,000
Vested	(757,895)	(10,000)	(600,000)
Forfeited	(582,895)	(2,000,000)	(200,000)
Outstanding ending balance	2,050,000	2,632,895	3,200,000
Weighted average grant date fair value, beginning balance	$ 0.46	$ 0.62
Weighted average grant date fair value, Granted	0.19	0.29	0.63
Weighted average grant date fair value, vested	0.19	0.28	0.65
Weighted average grant date fair value, Forfeited	0.44	0.60	0.65
Weighted average grant date fair value, ending balance	$ 0.46	$ 0.46	$ 0.62

Shareholders' Equity (Details T

Shareholders' Equity (Details Textual) - USD ($)	1 Months Ended						3 Months Ended		9 Months Ended
	Aug. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Feb. 29, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Shareholders' Equity (Textual)
Fair value of RSU’s vested							$ 144,000	$ 0	$ 536,810	$ 0
Unrecognized stock based compensation costs							656,581		656,581
Stock-based compensation expense							$ 220,399	$ 0	828,830	$ 0
Executive [Member]
Shareholders' Equity (Textual)
Issuance of common stock shares						400,000
Board [Member]
Shareholders' Equity (Textual)
Issuance of common stock shares		757,895				200,000
Directors [Member]
Shareholders' Equity (Textual)
Stock-based compensation consisted of equity awards granted and vested									450,440
Employees [Member]
Shareholders' Equity (Textual)
Stock-based compensation consisted of equity awards granted and vested									323,117
Issuance of common stock shares			10,000		1,175,549
Consultants [Member]
Shareholders' Equity (Textual)
Stock-based compensation consisted of equity awards granted and vested									$ 55,273
Shareholders [Member]
Shareholders' Equity (Textual)
Issuance of common stock shares	60,000		300,000	15,050,000
Shares of common stock cancelled			300,000	15,050,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Income Taxes (Textual)
Annual effective tax rates	0.07%
Federal statutory tax rate	21.00%
Income tax liability	$ 7,676
Net operating loss carry forward	$ 1,046,749	$ 583,001
Valuation reserve, percentage	100.00%

Commitments & Contingencies (De

Commitments & Contingencies (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2020USD ($)	Sep. 30, 2020USD ($)
Commitments & Contingencies (Textual)
Other lease payments	$ 19,584	$ 55,471
Operating lease cost	159,525	467,607
Present value of the liabilities decreased by acquisition of CMI	123,530	344,762
CMI Transaction [Member]
Commitments & Contingencies (Textual)
Right of use asset, net	$ 1,411,461	$ 1,411,461

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Oct. 15, 2020	Oct. 29, 2020
Subsequent Evens (Textual)
Gross proceeds	$ 75,000
Warrant exercisable price per share	$ 0.30
Convertible note maturity date	Nov. 1, 2022
Commenced offering	$ 2,000,000
Stock options, description		On October 29, 2020, the Board of Directors of the Company granted two officers stock options to purchase shares of common stock of the Company at an exercise price of $0.16. The stock options expire on October 29, 2030 if not exercised prior to that date.
Additional Share Price	$ 0.15
Board [Member]
Subsequent Evens (Textual)
Stock options		1,500,000
Chief Financial [Member]
Subsequent Evens (Textual)
Stock options		2,000,000