Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Cryomass Technologies, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001533030 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 237,552 | $ 329,839 | $ 3,473,770 |
Accounts receivable, net | 540,000 | 540,000 | |
Prepaid expenses | 117,604 | 60,475 | 100,555 |
Related party note receivable | 281,771 | ||
Inventory, net (Notes 5 & 9) | 340,000 | ||
Assets held for sale, current | 7,313,798 | 6,867,840 | 11,845,681 |
Total current assets | 8,490,725 | 7,798,154 | 15,760,006 |
Property and equipment, net | 135,000 | ||
Intangible assets, net | 4,060,431 | ||
Goodwill | 1,190,000 | ||
Total assets | 13,876,156 | 7,798,154 | 15,760,006 |
Current liabilities: | |||
Accounts payable and accrued expenses | 3,124,652 | 2,248,235 | 754,850 |
Loans payable | 286,441 | 412,560 | |
Taxes payable | 771 | 771 | |
Note payable, related party | 1,457,669 | ||
Liabilities held for sale, current | 677,084 | 1,464,285 | 1,913,433 |
Total current liabilities | 5,546,617 | 4,125,851 | 2,668,283 |
Notes payable (Note 3) | 4,132,483 | 52,083 | |
Deferred tax liability | 14,926 | 14,926 | 4,691 |
Total liabilities | 9,694,026 | 4,192,860 | 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, par value | 120,058 | 97,006 | 106,216 |
Additional paid-in capital (Note 3) | 25,981,647 | 19,138,947 | 16,894,103 |
Common stock to be issued | 98,535 | ||
Accumulated deficit | (21,919,575) | (15,729,194) | (3,913,287) |
Total shareholders’ equity | 4,182,130 | 3,605,294 | 13,087,032 |
Total liabilities and shareholders’ equity | $ 13,876,156 | $ 7,798,154 | $ 15,760,006 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 120,058,181 | 97,005,817 | 106,216,708 |
Common stock, shares outstanding | 120,058,181 | 97,005,817 | 106,216,708 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Net sales | $ 781,455 | $ 781,455 | $ 18,248 | |||
Cost of goods sold, inclusive of provision for inventory loss | 744,279 | 744,279 | 198,822 | |||
Gross profit | 37,176 | 37,176 | (180,574) | |||
Operating expenses: | ||||||
Personnel costs | 1,204,621 | 509,031 | 2,004,417 | 1,925,716 | 2,473,730 | 812,916 |
Sales and marketing | 44,049 | 44,063 | 14,854 | 14,854 | 123,853 | |
General and administrative | 445,748 | 382,869 | 2,821,541 | 2,182,631 | 2,338,599 | 894,422 |
Amortization expense | 21,832 | 21,832 | ||||
Legal and professional fees | 340,226 | 289,484 | 797,772 | 1,216,799 | 1,744,834 | 843,580 |
Research and development | 477,585 | |||||
Total operating expenses | 2,056,476 | 1,181,384 | 5,689,625 | 5,340,000 | 6,572,017 | 3,152,356 |
Loss from operations | (2,056,476) | (1,181,384) | (5,689,625) | (5,302,824) | (6,534,841) | (3,332,930) |
Other income (expenses): | ||||||
Interest expense (Note 3) | (590,061) | (85,040) | (1,152,858) | (85,040) | (236,912) | 310 |
Gain / (loss) on foreign exchange | 23,170 | (36,500) | 46,708 | (52,511) | (88,690) | (429) |
Total other expenses | (567,431) | (121,540) | (1,106,150) | (137,551) | (325,602) | (119) |
Net loss from continuing operations, before taxes | (2,623,907) | (1,302,924) | (6,795,775) | (5,440,375) | (6,860,443) | (3,333,049) |
Income taxes | 2,559 | 7,676 | 10,235 | 4,691 | ||
Net loss from continuing operations | (2,623,907) | (1,305,483) | (6,795,775) | (5,448,051) | (6,870,678) | (3,337,740) |
Net gain / (loss) from discontinued operations, net of tax | 250,092 | (4,634,506) | 605,394 | (4,862,255) | (4,945,229) | 280,206 |
Net loss | (2,373,815) | (5,939,989) | (6,190,381) | (10,310,306) | (11,815,907) | (3,057,534) |
Comprehensive loss from discontinued operations | (5,370) | |||||
Comprehensive loss | $ (2,373,815) | $ (5,939,989) | $ (6,190,381) | $ (10,310,306) | $ (11,815,907) | $ (3,062,904) |
Net loss per common share: | ||||||
Loss from continuing operations - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.01) | $ (0.06) | $ (0.05) | $ (0.07) | $ (0.04) |
Gain / (loss) from discontinued operations - basic and diluted (in Dollars per share) | 0 | (0.05) | 0.01 | (0.05) | (0.05) | 0 |
Loss per common share - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.06) | $ (0.05) | $ (0.1) | $ (0.12) | $ (0.03) |
Weighted average common shares outstanding—basic and diluted (in Shares) | 118,939,488 | 93,060,753 | 107,846,167 | 101,611,540 | 99,863,059 | 89,808,227 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Provision for inventory loss | $ 0 | $ 0 | $ 400,787 | $ 400,787 | $ 400,787 | $ 163,800 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Common Stock to Be Issued | Accumulated Deficit | AOCL | Total |
Balance at Dec. 31, 2018 | $ 76,400 | $ 1,425,885 | $ (840,656) | $ (15,097) | $ 646,532 | |
Balance (in Shares) at Dec. 31, 2018 | 76,400,016 | |||||
Common stock issued pursuant to private placement, net of issuance costs | $ 14,325 | 7,090,407 | 7,104,732 | |||
Common stock issued pursuant to private placement, net of issuance costs (in Shares) | 14,325,005 | |||||
Common stock issued in connection with business combination | $ 13,553 | 6,763,064 | 6,776,617 | |||
Common stock issued in connection with business combination (in Shares) | 13,553,233 | |||||
Common stock issued pursuant to advisory agreements | $ 790 | 394,210 | 395,000 | |||
Common stock issued pursuant to advisory agreements (in 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 (in Shares) | 1,148,454 | |||||
Consolidation of variable interest entity | 647,458 | 647,458 | ||||
Deconsolidation of former subsidiary | (15,097) | 15,097 | ||||
Net loss | (3,057,534) | (3,057,534) | ||||
Balance at Dec. 31, 2019 | $ 106,216 | 16,894,103 | (3,913,287) | 13,087,032 | ||
Balance (in 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 (in 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 (in 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 (in 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 (in 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 (in Shares) at Sep. 30, 2020 | 93,470,152 | |||||
Balance at Dec. 31, 2019 | $ 106,216 | 16,894,103 | (3,913,287) | 13,087,032 | ||
Balance (in Shares) at Dec. 31, 2019 | 106,216,708 | |||||
Issuance of common stock pursuant to separation agreement | $ 1,176 | 148,824 | 150,000 | |||
Issuance of common stock pursuant to separation agreement (in Shares) | 1,175,549 | |||||
Issuance of common stock pursuant to accelerated vesting of RSU’s | $ 600 | 162,440 | 163,040 | |||
Issuance of common stock pursuant to accelerated vesting of RSU’s (in Shares) | 600,000 | |||||
Stock-based compensation | $ 758 | 570,954 | 571,712 | |||
Stock-based compensation (in Shares) | 757,895 | |||||
Stock options issued and outstanding | 555,532 | 555,532 | ||||
Share cancellations | $ (15,350) | 15,350 | ||||
Share cancellations (in Shares) | (15,350,000) | |||||
Share issuance | $ 3,606 | 541,744 | 545,350 | |||
Share issuance (in Shares) | 3,605,665 | |||||
Common stock to be issued | 98,535 | 98,535 | ||||
Beneficial Conversion Feature of Note Payable (Note 3) | 250,000 | 250,000 | ||||
Net loss | (11,815,907) | (11,815,907) | ||||
Balance at Dec. 31, 2020 | $ 97,006 | 19,138,947 | 98,535 | (15,729,194) | 3,605,294 | |
Balance (in Shares) at Dec. 31, 2020 | 97,005,817 | |||||
Balance at Mar. 31, 2020 | $ 107,992 | 18,206,141 | (7,510,596) | 10,803,537 | ||
Balance (in Shares) at Mar. 31, 2020 | 107,992,257 | |||||
Stock-based compensation | 58,842 | 58,842 | ||||
Share cancellations | ||||||
Share cancellations (in Shares) | (15,050,000) | |||||
Net loss | (773,008) | (773,008) | ||||
Balance at Jun. 30, 2020 | $ 107,992 | 18,264,983 | (8,283,604) | 10,089,371 | ||
Balance (in Shares) at Jun. 30, 2020 | 92,942,257 | |||||
Stock-based compensation | $ 758 | 219,641 | 220,399 | |||
Stock-based compensation (in Shares) | 757,895 | |||||
Share cancellations | $ (15,350) | 15,350 | ||||
Share cancellations (in Shares) | (300,000) | |||||
Share issuance | $ 70 | 14,930 | 15,000 | |||
Share issuance (in Shares) | 70,000 | |||||
Beneficial Conversion Feature of Note Payable (Note 3) | 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 (in Shares) at Sep. 30, 2020 | 93,470,152 | |||||
Balance at Dec. 31, 2020 | $ 97,006 | 19,138,947 | 98,535 | (15,729,194) | 3,605,294 | |
Balance (in Shares) at Dec. 31, 2020 | 97,005,817 | |||||
Stock-based compensation | 250,817 | 250,817 | ||||
Share issuance | $ 1,492 | 207,043 | (98,535) | 110,000 | ||
Share issuance (in Shares) | 1,491,819 | |||||
Net loss | (1,046,927) | (1,046,927) | ||||
Balance at Mar. 31, 2021 | $ 98,498 | 19,596,807 | (16,776,121) | 2,919,184 | ||
Balance (in Shares) at Mar. 31, 2021 | 98,497,636 | |||||
Balance at Dec. 31, 2020 | $ 97,006 | 19,138,947 | 98,535 | (15,729,194) | 3,605,294 | |
Balance (in Shares) at Dec. 31, 2020 | 97,005,817 | |||||
Net loss | (6,190,381) | |||||
Balance at Sep. 30, 2021 | $ 120,058 | 25,981,647 | (21,919,575) | 4,182,130 | ||
Balance (in Shares) at Sep. 30, 2021 | 120,058,181 | |||||
Balance at Mar. 31, 2021 | $ 98,498 | 19,596,807 | (16,776,121) | 2,919,184 | ||
Balance (in Shares) at Mar. 31, 2021 | 98,497,636 | |||||
Stock-based compensation | 190,026 | 190,026 | ||||
Stock options issued and outstanding | 710,202 | 710,202 | ||||
Share issuance | $ 202 | 202 | ||||
Share issuance (in Shares) | 201,586 | |||||
Share issuance related to Cryocann asset purchase | $ 10,000 | 1,794,500 | 1,804,500 | |||
Share issuance related to Cryocann asset purchase (in Shares) | 10,000,000 | |||||
Share issuance pursuant to employment agreements | $ 6,701 | 894,000 | 900,701 | |||
Share issuance pursuant to employment agreements (in Shares) | 6,701,586 | |||||
Share issuance in exchange for extinguishment of debt | $ 2,500 | 505,902 | 508,402 | |||
Share issuance in exchange for extinguishment of debt (in Shares) | 2,500,000 | |||||
Share issuance in exchange for services | $ 633 | 56,867 | 57,500 | |||
Share issuance in exchange for services (in Shares) | 633,125 | |||||
Warrants issued in conjunction with Convertible Notes Payable (Note 3) | 888,371 | 888,371 | ||||
Beneficial Conversion Feature of Note Payable (Note 3) | 391,958 | 391,958 | ||||
Net loss | (2,769,639) | (2,769,639) | ||||
Balance at Jun. 30, 2021 | $ 118,534 | 25,028,633 | (19,545,760) | 5,601,407 | ||
Balance (in Shares) at Jun. 30, 2021 | 118,533,933 | |||||
Stock-based compensation | 68,628 | 68,628 | ||||
Stock options issued and outstanding | 258,003 | 258,003 | ||||
Share issuance | $ 798 | 199,000 | 199,798 | |||
Share issuance (in Shares) | 798,414 | |||||
Share issuance in exchange for services | $ 634 | 239,853 | 240,487 | |||
Share issuance in exchange for services (in Shares) | 633,707 | |||||
Share issuance for interest payment on note payable | $ 92 | 23,317 | 23,409 | |||
Share issuance for interest payment on note payable (in Shares) | 92,127 | |||||
Warrants issued in conjunction with Convertible Notes Payable (Note 3) | 40,408 | 40,408 | ||||
Beneficial Conversion Feature of Note Payable (Note 3) | 123,805 | 123,805 | ||||
Net loss | (2,373,815) | (2,373,815) | ||||
Balance at Sep. 30, 2021 | $ 120,058 | $ 25,981,647 | $ (21,919,575) | $ 4,182,130 | ||
Balance (in Shares) at Sep. 30, 2021 | 120,058,181 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (6,795,775) | $ (5,448,051) | $ (6,870,678) | $ (3,337,740) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | ||||
Depreciation and amortization expense | 21,832 | |||
Amortization of debt discount (Note 3) | 539,692 | 20,833 | 52,083 | |
Fair value of common stock issued pursuant to service and advisory agreements | 291,096 | 15,000 | 7,500 | 395,000 |
Research and development expenses associated with asset acquisition | 477,585 | |||
Provision for inventory loss | 400,787 | 400,787 | 163,800 | |
Stock-based compensation expense | 2,400,976 | 1,593,055 | 1,440,284 | |
Deferred income tax expense | 2,985 | 10,235 | 4,691 | |
Change in operating assets and liabilities: | ||||
Assets held for sale | 7,134 | |||
Accounts receivable | (684,000) | (540,000) | ||
Prepaid expenses | (57,129) | (71,408) | 40,080 | (100,481) |
Inventory, net | (60,787) | (60,787) | (503,800) | |
Accounts payable and accrued expenses | 876,417 | 843,353 | 1,493,385 | 687,429 |
Due to related party | (7,846) | |||
Taxes payable | 771 | 771 | ||
Net cash used in operating activities from continuing operations | (2,722,891) | (3,380,328) | (4,026,340) | (2,221,362) |
Net cash provided by / (used in) operating activities from disc ops | (347,204) | 132,937 | 276,719 | 426,044 |
Net cash used in operating activities | (3,070,095) | (3,247,391) | (3,749,621) | (1,795,318) |
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 | |||
Cash payment for Cryocann asset purchase | (1,000,000) | |||
Issuance of other payable related to Cryocann asset purchase | (1,247,684) | |||
Purchase of property and equipment | (135,000) | |||
Net cash used in investing activities from continuing operations | (2,382,684) | (1,858,611) | ||
Net cash used in investing activities from discontinued operations | (280,561) | (462,174) | (693,255) | (41,081) |
Net cash used in investing activities | (2,663,245) | (462,174) | (693,255) | (1,899,692) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from note payable, related parties | 237,590 | |||
Proceeds from issuance of common stock | 320,000 | 537,850 | ||
Repayment of loans payable, current | (40,668) | |||
Proceeds from loans payable | 600,000 | |||
Proceeds from common stock subscribed and to be issued | 98,535 | |||
Proceeds from loans payable, net of repayment | 412,560 | |||
Proceeds from notes payable | 4,900,000 | 250,000 | 250,000 | |
Related party note disbursement | (281,771) | |||
Proceeds from sale of common stock pursuant to private placement, net of issuance costs | 7,104,732 | |||
Net cash provided by financing activities from continuing operations | 5,135,151 | 850,000 | 1,298,945 | 7,104,732 |
Net cash provided by financing activities from discontinued operations | 505,902 | (100,000) | ||
Net cash provided by financing activities | 5,641,053 | 850,000 | 1,298,945 | 7,004,732 |
Net increase / (decrease) in cash from continuing operations | 29,576 | (2,530,328) | (2,727,395) | 3,024,759 |
Net increase / (decrease) in cash from discontinued operations | (121,863) | (329,237) | (416,536) | 284,963 |
Effect of exchange rate changes on cash | (3,914) | |||
Cash at beginning of period | 329,839 | 3,473,770 | 3,473,770 | 167,962 |
Cash at end of period | 237,552 | 614,205 | 329,839 | 3,473,770 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 283,330 | 46,038 | 162,810 | 13,651 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Common stock issued pursuant to separation agreement | 764,225 | 150,000 | ||
Common stock issued pursuant to vesting of restricted stock units | $ 2,851,103 | $ 390,060 | 163,040 | |
Common stock issued in connection with conversion of debt | 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 | 1,192,234 | |||
Equity issued pursuant to CMI Transaction | $ 6,776,617 |
Nature of the Business
Nature of the Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
NATURE OF THE BUSINESS | 1. Nature of the Business Cryomass Technologies Inc (“Cryomass Technologies” 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 July 15, 2021, the Company entered into a plan of merger with a wholly-owned subsidiary, the effect of which was to change its name to Cryomass Technologies Inc Our ticker symbol changed from AGOL to CRYM. 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. Effective August 27, 2021, General Extract became Cryomass LLC. 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. 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. (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. 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 budder. Good Meds also operates two medical marijuana dispensaries and related businesses in Colorado (see Note 2). The business has been in operation since 2009. Its mission is to deliver high-quality, safely manufactured, sustainable, innovative, and accessible cannabis products which support individual well-being. The Company is actively pursuing divestiture of its Colorado-based subsidiaries and assets. In August 2020, the Company merged with its wholly owned Nevada subsidiary, Andina Gold Corp., and changed its name into 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. In August 2020, the Company established a wholly owned Colombian subsidiary, Andina Gold Colombia SAS for the purpose of pursuing opportunities in the gold exploration business in Colombia. In December 2020, due to the death of the top geologist exploring opportunities on behalf of the Company, and the effects of the ongoing Coronavirus pandemic, the Company determined that pursuit of gold exploration in Colombia was no longer a practical alternative. On June 22, 2021, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann, (the “Cryocann Acquisition”). The Acquisition was consummated on June 23, 2021. The aggregate purchase price for substantially all the assets of Cryocann was $3,500,000 million in cash and 10,000,000 shares of Company common stock (the “Purchase Price”), of which $1,000,000 in cash and 10,000,000 shares of Company common stock were paid at closing and a promissory note was issued for $1,252,316 payable by Company to Cryocann on October 15, 2021, which represents the remaining Purchase Price of $2,500,000 minus the amount owed by Cryocann under a Loan Agreement dated April 23, 2021 by and between Cryocann and Company. As part of the Cryocann Acquisition, we retained both Cryocann employees, who have expert knowledge of the industry, related participants, customers and the acquired patented technology. Under these employment agreements, each employee may receive compensation if specific performance targets are met in association with our future operating performance once the Cryocann technology enters the market. Cryocann is a designer and seller of equipment developed on the basis of patented technology for cannabis varieties harvesting, refinement, and extraction. The technology reduces processing costs, increases the quality of the extracted compounds and has potential for other agricultural applications including hemp and hops. The Company is exploring the application of the underlying technology to a broad range of industries that handle high-value materials and that could benefit from our precision capture methods. We anticipate that cannabis and hemp will be the first in a series of such industries. Further, we expect to begin field-testing in the fourth quarter of this year and to start commercialization early in 2022. | 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 budder. 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 into 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, assets or receivables. 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. The Company has since determined that pursuit of gold exploration in Colombia is not longer a practical alternative and is considering other strategies to increase shareholder value. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [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 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 As of As of Current assets Cash and cash equivalents $ 117,113 $ 196,445 Accounts receivable, net 38,188 66,043 Inventory, net 1,311,197 791,868 Total current assets 1,466,498 1,054,356 Total assets $ 1,466,498 $ 1,054,356 Current liabilities Accounts payable and accrued expenses $ 252,882 $ 211,463 Total current liabilities 252,882 211,463 Total liabilities 252,882 211,463 Net assets $ 1,213,616 $ 842,893 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Income Statement Net sales $ 1,399,505 $ 1,858,202 $ 4,713,077 $ 5,187,069 Cost of goods sold, inclusive of depreciation 857,281 1,354,626 2,982,974 3,982,677 Gross profit 542,224 503,576 1,730,103 1,204,392 Operating expenses: Personnel costs 71,085 104,021 335,182 286,788 Sales and marketing 186,190 224,382 621,765 699,080 General and administrative 29,307 54,904 82,144 186,614 Legal and professional fees 5,550 56,436 35,815 77,667 Amortization expense - 8,967 - 26,901 Total operating expenses 292,132 448,710 1,074,906 1,277,050 Gain / (loss) from operations 250,092 54,866 655,197 (72,658 ) Other income (expenses): Interest expense - (25,858 ) (49,803 ) (126,083 ) Goodwill impairment - (4,663,514 ) - (4,663,514 ) Total operating expenses 292,132 (4,689,372 ) (49,803 ) (4,789,597 ) Net income from discontinued operations $ 250,092 $ (4,634,506 ) $ 605,394 $ (4,862,255 ) | 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 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. Cannabis License Assets & Liabilities As of Description 2020 2019 Current assets Cash and cash equivalents $ 196,445 $ 467,460 Accounts receivable, net 66,043 113,599 Inventory, net 791,868 768,633 Total current assets 1,054,356 1,349,692 Total assets $ 1,054,356 $ 1,349,692 Current liabilities Accounts payable and accrued expenses $ 211,463 $ 337,386 Total current liabilities 211,463 337,386 Total liabilities 211,463 337,386 Net assets $ 842,893 $ 1,012,306 CMI Statement of Operations For the Years Ended Description 2020 2019 Net sales $ 6,860,282 $ 3,460,566 Cost of goods sold, inclusive of depreciation 4,901,237 2,237,004 Gross profit $ 1,959,045 $ 1,223,562 Operating expenses Personnel costs 402,389 266,165 Sales and marketing 908,502 414,210 General and administrative 231,376 132,894 Legal and professional fees 156,782 81,234 Amortization expense 26,901 16,653 Total operating expenses 1,725,950 911,156 Gain from operations $ 233,095 $ 312,406 Other income / (expense) Interest expense (153,592 ) (13,013 ) Goodwill impairment (4,663,514 ) - Intangibles impairment (361,218 ) Other income - 3,092 Total other income / (expense) (5,178,324 ) (9,921 ) Net income / (loss) $ (4,945,229 ) $ 302,485 The impact of these adjustments on the Company’s consolidated financial statements was as follows: December 31, 2019 Previously 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. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 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, 2019 Previously 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 | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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 it has sufficient cash available (most of which was received subsequent to the end of the quarter) to fund its anticipated level of operations for at least the next twelve months. During the quarter and subsequent to quarter end, the Company raised a total of $9,954,000 in private placements, and reduced debt by $4,900,000 in debt -to-equity conversions. Approximately $3,000,000 is required by management to operate the parent company for the next twelve months and the capital expenditures and startup costs associated with Cryomass LLC are anticipated to be approximately $3,000,000. Therefore, management believes that it has sufficient cash available to support this level of operations for the foreseeable future. Our unaudited financial statements for the three and nine months ended September 30, 2021 have been prepared on a going concern basis. 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, 2021, our company used $3,070,095 of cash for operating activities, incurred a net loss of $5,645,288 and has an accumulated deficit of $21,374,482 since inception. While management believes the Company has sufficient cash available to support an anticipated level of operations for at least the next twelve months, there can be no assurance that it will continue to be able to obtain necessary equity or debt funding, or funding through the sale of assets, or attainment of sufficient levels of profitability to sustain operations beyond that time. On March 11, 2020, the 2019 novel coronavirus (“COVID-19) was characterized as a “pandemic.” The Company’s operations were impacted 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, 2021 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 Consolidated Financial Statements in future reporting periods. 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 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. | 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 for the immediate 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 December 31, 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 Consolidated Financial Statements in future reporting periods. Our financial statements for the year ended December 31, 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 year ended December 31, 2020, our company used $3,749,621 of cash for operating activities, incurred a net loss of $11,815,907 and has an accumulated deficit of $15,729,194 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 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 | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 5. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited interim 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 consolidated financial statements include the accounts of Cryomass Technologies Inc, Cryomass Inc. 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 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, 2021 and 2020 are not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2021. These unaudited interim 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, 2020, included in the Company’s Form 10-K filed on March 30, 2021 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 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 Purchase Accounting for Acquisitions We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. If the contingent consideration paid for any of our acquisitions differs from the amount initially recorded, we would record either income or expense associated with the change in liability. 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 $578,188 and $606,043 as of September 2021 and December 31, 2020, respectively. This includes $38,188 and $66,043, 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 $2,415 and $954 for the three and nine months ended September 30, 2021, respectively. This amount includes $2,415 and $954, respectively, related to the VIE, which is classified as discontinued operations. 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. 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 loss of $0 and $400,787 was charged against cost of goods sold during the nine months ended September 30, 2021 and 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, 2021 and 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. Cost of Goods Sold, Net of Depreciation and Amortization Cost of goods sold primarily consisted of allocated salaries and wages of employees directly related with the production process, allocated depreciation and amortization directly related to the production process, cultivation supplies, rent and utilities. Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of CMI. Personnel costs consist primarily of consulting expense and administrative salaries and wages. Sales and marketing expenses consist primarily of advertising and marketing, and salaries related to sales and marketing employees. General and administrative expenses are comprised of travel expenses, accounting expenses, and board fees. Professional services are principally comprised of outside legal and professional fees. Other Expense, net Other expense, net consisted of interest expense and gain on foreign exchange. 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 consolidated statements of operations. Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of trademarks, trade names and developed manufacturing processes. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite In process research and development Indefinite Patent 10 years Intangible assets associated with in process research and development are indefinite lived until the research and development is finalized, at which point we will assess an estimated useful life. Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other - Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. As of December 31, 2020, management concluded that the goodwill resulting from the CMI transaction (Note 7) was impaired. See Note 11. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill As of December 31, 2020, management concluded that indefinite-lived intangible assets were impaired. See Note 11. Intangible Assets Subject to Amortization Intangible assets subject to amortization are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment As of December 31, 2020, management concluded that intangible assets subject to amortization were impaired. See Note 11. Contingencies An initial right-of-use (“ROU”) asset and corresponding liability of $1,411,461 was recognized upon the CMI Transaction. The Company adopted ASU Topic 842 January 1, 2019, but had no reportable operating leases at that point in time. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes 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 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. The fair value of beneficial conversion features associated with convertible notes and the fair value of warrants are calculated utilizing level 2 inputs. When multiple instruments are issued in a single transaction, the total proceeds from the transaction should be allocated among the individual freestanding instruments identified. The allocation occurs after identifying (1) all the freestanding instruments and (2) the subsequent measurement basis for those instruments. The subsequent measurement basis helps inform how the proceeds should be allocated. After the proceeds are allocated to the freestanding instruments, those instruments should be further evaluated for embedded features that may need to be bifurcated or separated. If debt or stock is issued with detachable warrants, the guidance in ASC 470-20-25-2 (applied by analogy to stock) requires that the proceeds be allocated to the two instruments based on their relative fair values. This method is generally appropriate if debt or stock is issued with any other freestanding instrument that is classified in equity (such as a detachable forward contract) or as a liability but not subject to subsequent fair value accounting. Given that the Notes and Warrants that were issued in the singular transaction are both not subject to subsequent fair value accounting treatment, Management determined the relative fair value method shall be used for allocating the proceeds of the transaction. Under the relative fair value method, the instrument being analyzed is allocated a portion of the proceeds based on its fair value to the sum of the fair value of all the instruments covered int the allocation. Management additionally evaluated the facts and circumstances to determine whether the principal balance of the Notes ($4.9 million and $250K) approximated their fair value. The Notes were issued entirely to unrelated third parties which were deemed to be arm’s length transactions. In addition, the comparable interest rates for loans of similar companies as of the date of the Note issuances range from 10-15% given the liquidity concerns of the Company. The term of the Notes issued range from 8-15 months, which would support the conclusion that the principal balance approximates their fair value given the short-term maturities of each Note. Finally, the Warrants issued in connection with the Notes were included akin to a “sweetener” in the offering as opposed to compensation for adjusting the interest rate or other key terms within the Convertible Term Loan Agreements. As such, the Company concluded that the principal balance of the Notes approximated their fair value. The Warrants were initially measured at fair value and subsequent fair value measurement is not required as long as the instrument continues to be classified in equity. The proceeds from the transaction will be allocated between the Notes and Warrants based on the relative fair value method. 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). | 5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The 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. 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 consolidated financial statements were reclassified from prior periods for presentation purposes. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Accounting for Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. 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 $606,043 and $113,599 as of December 31, 2020 and 2019, respectively. This includes $66,043 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 $188,548 and $15,615 for the years ended December 31, 2020 and 2019, respectively. This amount includes $4,548 and $15,615, respectively, related to the VIE, which is 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 $400,787 and $163,800 was charged against cost of goods sold during the years ended December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019. 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. Expenses Cost of Goods Sold, Net of Depreciation and Amortization Cost of goods sold primarily consisted of allocated salaries and wages of employees directly related with the production process, allocated depreciation and amortization directly related to the production process, cultivation supplies, rent and utilities. Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of CMI. Personnel costs consist primarily of consulting expense and administrative salaries and wages. Sales and marketing expenses consist primarily of advertising and marketing, and salaries related to sales and marketing employees. General and administrative expenses are comprised of travel expenses, accounting expenses, and board fees. Professional services are principally comprised of outside legal and professional fees. Other Expense, net Other expense, net consisted of interest expense, loss on impairment of goodwill, other income and (loss) gain on foreign exchange. Stock-Based Compensation We account for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of trademarks, trade names and developed manufacturing processes. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other - Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. As of December 31, 2020, management concluded that the goodwill resulting from the CMI transaction (Note 7) was impaired. See Note 11. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill As of December 31, 2020, management concluded that indefinite-lived intangible assets were impaired. See Note 11. Intangible Assets Subject to Amortization Intangible assets subject to amortization are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment As of December 31, 2020, management concluded that intangible assets subject to amortization were impaired. See Note 11. Contingencies An initial right-of-use (“ROU”) asset and corresponding liability of $1,411,461 was recognized upon the CMI Transaction. The Company adopted ASU Topic 842 January 1, 2019, but had no reportable operating leases at that point in time. 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 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (ASC 350), In February 2016, the FASB issued ASU No. 2016-02, Leases |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | 6. Revenue Recognition Disaggregated Revenue For the 2021 2020 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $943,012 and $1,259,120) $ 943,012 $ 1,259,120 Medical wholesale (amounts related to VIE discontinued operations of $456,540 and $455,521) 456,540 455,521 Recreational wholesale (amounts related to VIE discontinued operations of $(47) and $143,561) (47 ) 143,561 Other revenues (amounts related to VIE discontinued operations of $0 and $0) - - Total revenues $ 1,399,505 $ 1,858,202 For the 2021 2020 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $3,196,912 and $3,531,304) $ 3,196,912 $ 3,542,504 Medical wholesale (amounts related to VIE discontinued operations of $1,525,132 and $1,054,748) 1,525,132 1,055,448 Recreational wholesale (amounts related to VIE discontinued operations of $8,963 and $598,276) 8,963 1,367,831 Other revenues (amounts related to VIE discontinued operations of $(17,930) and $2,741) (17,930 ) 2,741 Total revenues $ 4,713,077 $ 5,968,524 | 6. REVENUE RECOGNITION Disaggregated Revenue For the Years Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $4,698,428 and $2,324,024, respectively) $ 4,709,628 $ 2,337,024 Medical wholesale (amounts related to VIE discontinued operations of $1,319,944 and $374,458, respectively) 1,320,644 379,706 Recreational wholesale (amounts related to VIE discontinued operations of $837,414 and $753,405, respectively) 1,606,969 753,405 Other revenues (amounts related to VIE discontinued operations of $4,496 and $8,679, respectively) 4,496 8,679 Total revenues $ 7,641,737 $ 3,478,814 |
Business Combination
Business Combination | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATION | 7. Business Combination Effective July 15, 2019, the Company acquired cannabis-related 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 Cryomass Technologies common stock, in addition to $1,999,770 in cash to the members of CMI, and to CMI, respectively. 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 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 Effective June 23, 2021, the Company acquired substantially all the assets of Cryocann for $3,500,000 million in cash and 10,000,000 shares of Company common stock, of which $1,000,000 in cash and 10,000,000 shares of Company common stock were paid at closing and a promissory note was issued for $1,252,316 payable by Company to Cryocann on October 15, 2021, which represents the remaining Purchase Price of $2,500,000 minus the amount owed by Cryocann under a Loan Agreement dated April 23, 2021 by and between Cryocann and the Company. The Company concluded that the Cryocann Acquisition qualified as a business combination under ASC 805. The Company’s allocation of the purchase price was calculated as follows: Cash $ 2,247,684 Common stock 1,804,500 Promissory Note 1,220,079 Total purchase price $ 5,272,263 Description Fair Value Weighted average Assets acquired: Intangible assets: In process research and development 3,209,000 Indefinite Patent 873,263 10 Goodwill 1,190,000 Total assets acquired $ 5,272,263 The estimates of the fair value of the assets acquired assumed at the date of the Cryocann Acquisition are subject to adjustment during the measurement period (up to one year from each acquisition date). The primary areas of the accounting for the Cryocann Acquisition that are not yet finalized relate to the fair value of intangible assets acquired, residual goodwill and any related tax impact. The fair value of these net assets acquired is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While the Company believes that such preliminary estimates provide a reasonable basis for estimating the fair value of assets acquired, it evaluates any necessary information prior to finalization of the fair value. During the measurement period, the Company will adjust assets if new information is obtained about facts and circumstances that existed as of the date of the Cryocann Acquisition that, if known, would have resulted in the revised estimated values of those assets as of that date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets or goodwill or require acceleration of the amortization expense of intangible assets in subsequent periods. | 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 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 $4,945,229 for the year ended December 31, 2020 and contributed net income of $302,485 for the year ended December 31, 2019. CMI is 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 Years Ended 2020 2019 Net Sales $ 7,641,737 $ 6,798,227 Net loss $ (11,815,907 ) $ (2,459,275 ) Net loss per common share $ (0.12 ) $ (0.02 ) |
Discontinued Operations
Discontinued Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS | 8. Discontinued Operations In June 2020, the Company’s board of directors adopted a plan to end its involvement through the various 2019 CMI contracts with 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, 2021 and December 31, 2020. The accompanying 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 $ 38,188 $ 66,043 Prepaid expenses 11,696 7,601 Inventory, net 1,311,197 791,868 Property and equipment, net 2,995,332 2,714,771 Intangible assets, net 2,481,128 2,481,128 Security deposits 11,522 11,522 Right of use asset, net 464,735 794,907 Total current assets held for sale 7,313,798 6,867,840 Total assets held for sale $ 7,313,798 $ 6,867,840 Liabilities Accounts payable and accrued expenses 252,882 211,463 Taxes payable 16,331 22,645 Notes payable, related parties - 458,599 Right of use liability 407,871 771,578 Total liabilities held for sale 677,084 1,464,285 Net assets $ 6,636,714 $ 5,403,555 The consolidated statements of operations include the following operating results related to these CMI discontinued operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net sales $ 1,399,505 $ 1,858,202 $ 4,713,077 $ 5,187,069 Cost of goods sold, inclusive of depreciation 857,281 1,354,626 2,982,974 3,982,677 Gross profit 542,224 503,576 1,730,103 1,204,392 Operating expenses: Personnel costs 71,085 104,021 335,182 286,788 Sales and marketing 186,190 224,382 621,765 699,080 General and administrative 29,307 54,904 82,144 186,614 Legal and professional fees 5,550 56,436 35,815 77,667 Amortization expense - 8,967 - 26,901 Total operating expenses 292,132 448,710 1,074,906 1,277,050 Gain / (loss) from operations 250,092 54,866 655,197 (72,658 ) Other income (expenses): Interest expense - (25,858 ) (49,803 ) (126,083 ) Goodwill impairment - (4,663,514 ) - (4,663,514 ) Total other expenses - (4,689,372 ) (49,803 ) (4,789,597 ) Net gain / (loss) from discontinued operations, before taxes 250,092 (4,634,506 ) 605,394 (4,862,255 ) Income taxes - - - - Net loss from discontinued operations $ 250,092 $ (4,634,506 ) $ 605,394 $ (4,862,255 ) | 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 consolidated balance sheets include the following carrying amounts of assets and liabilities related to these Devco discontinued operations: As of As of As of Assets Cash $ - $ - $ 18,472 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 consolidated statements of operations include the following operating results related to these Devco discontinued operations: Year Ended 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 year ended December 31, 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 December 31, 2020 and December 31, 2019. The accompanying consolidated balance sheets include the following carrying amounts of assets and liabilities related to these CMI discontinued operations: December 31, December 31, Assets Accounts receivable, net $ 66,043 $ 113,599 Prepaid expenses 7,601 11,588 Inventory, net 791,868 768,633 Property and equipment, net 2,714,771 2,152,626 Goodwill - 4,663,514 Intangible assets, net 2,481,128 2,869,247 Security deposits 11,522 15,608 Right of use asset, net 794,907 1,243,732 Total current assets held for sale 6,867,840 11,838,547 Total assets held for sale $ 6,867,840 $ 11,838,547 Liabilities Accounts payable and accrued expenses 211,463 337,386 Taxes payable 22,645 24,865 Notes payable, related parties 458,599 307,450 Right of use liability 771,578 1,243,732 Total liabilities held for sale 1,464,285 1,913,433 Net assets $ 5,403,555 $ 9,925,114 The consolidated statements of operations include the following operating results related to these CMI discontinued operations: Year Ended 2020 2019 Net sales $ 6,860,282 $ 3,460,566 Cost of goods sold, inclusive of depreciation 4,901,237 2,237,004 Gross profit 1,959,045 1,223,562 Operating expenses: Personnel costs 402,389 266,165 Sales and marketing 908,502 414,210 General and administrative 231,376 132,894 Legal and professional fees 156,782 81,234 Amortization expense 26,901 16,653 Total operating expenses 1,725,950 911,156 Gain from operations 233,095 312,406 Other income (expenses): Interest expense (153,592 ) (13,013 ) Goodwill impairment (4,663,514 ) - Intangibles impairment (361,218 ) - Other income - 3,092 Total other income (expenses) (5,178,324 ) (9,921 ) Net gain / (loss) from discontinued operations, before taxes (4,945,229 ) 302,485 Income taxes - - Net gain / (loss) from discontinued operations $ (4,945,229 ) $ 302,485 |
Inventory, Net
Inventory, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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 $1,003,985 and $431,466) $ 1,003,985 $ 431,466 Work-in-process inventory grow (amounts related to VIE discontinued operations of $307,212 and $360,402) 307,212 360,402 $ 1,311,197 $ 791,868 The Company re-negotiated the selling price of the cannabidiol finished goods inventory from Cryomass LLC in 2019 and 2020. All remaining cannabidiol finished goods inventory was sold in 2020 Q2. | 9. INVENTORY, NET Inventory, net consisted of the following: December 31, December 31, Finished goods (amounts related to VIE discontinued operations of $431,466 and $416,871, respectively) $ 431,466 $ 920,671 Work-in-process inventory grow (amounts related to VIE discontinued operations of $360,402 and $351,762, respectively) 360,402 351,762 Provision for inventory losses (amounts related to VIE discontinued operations of $0 and $0, respectively) - (163,800 ) $ 791,868 $ 1,108,633 The Company re-negotiated the purchase price of General Extract’s cannabidiol finished goods inventory, resulting in a $240,000 reduction in cost as of December 31, 2019 and resulting in an additional $220,800 reduction in cost as of December 31, 2020. All remaining cannabidiol finished goods inventory was sold in 2020 Q2. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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 classified as held for sale, except for $135,000 of machinery and equipment held by Cryomass Inc. September 30, December 31, Leasehold improvements $ 2,770,385 $ 2,770,385 Machinery and equipment 1,207,443 1,065,885 Furniture and fixtures 43,331 43,331 Construction in progress 501,998 227,995 4,523,157 4,107,596 Less: Accumulated depreciation (1,392,825 ) (1,392,825 ) $ 3,130,332 $ 2,714,771 Depreciation expense for the three and nine months ended September 30, 2021 was $0 and $0, respectively. Depreciation expense for the three and nine months ended September 30, 2020 was $0, and $131,110, respectively. Depreciation expense was recorded in cost of goods sold and general and administrative expense. | 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. December 31, December 31, Leasehold improvements $ 2,770,385 $ 2,223,609 Machinery and equipment 1,065,885 888,786 Furniture and fixtures 43,331 43,331 Construction in progress 227,995 258,615 4,107,596 3,414,341 Less: Accumulated depreciation (1,392,825 ) (1,261,715 ) $ 2,714,771 $ 2,152,626 Depreciation expense for the years ended December 31, 2020 and 2019 was $131,110 and $129,067, respectively. Depreciation expense was recorded in cost of goods sold and general and administrative expense and is included in discontinued operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | 11. Goodwill and Intangible Assets The Company tests goodwill and intangible assets for impairment annually as of December 31 st , Intangibles – Goodwill and Other - Goodwill. Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill Property, Plant, and Equipment The carrying value of goodwill was $1,190,000 and $0, as of September 30, 2021 and December 31, 2020, respectively. The following tables summarize information relating to the Company’s identifiable intangible assets, which are classified as held for sale, as of September 30, 2021 and December 31, 2020: September 30, 2021 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Patent 10 years 873,263 (21,832 ) - 851,431 Total amortized 1,089,163 (65,386 ) (27,023 ) 996,754 Indefinite-lived In-process research and development Indefinite 3,209,000 - - 3,209,000 Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 5,879,000 - (334,195 ) 5,544,805 Total identifiable intangible assets $ 6,968,163 $ (65,386 ) $ (361,218 ) $ 6,541,559 December 31, 2020 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Total amortized 215,900 (43,554 ) (27,023 ) 145,323 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 2,670,000 - (334,195 ) 2,335,805 Total identifiable intangible assets $ 2,885,900 $ (43,554 ) $ (361,218 ) $ 2,481,128 Amortization expense, which is included in continuing operations, was $21,832 and $21,832 for the three and nine months ended September 30, 2021, respectively, and was $8,967 and $26,901 for the three and nine months ended September 30, 2020, respectively. Amortization expense included in discontinued operations was $8,967 and $26,901 for the three and nine months ended September 30, 2020, respectively. | 11. GOODWILL AND INTANGIBLE ASSETS The Company tests goodwill and intangible assets for impairment annually as of December 31 st , Intangibles – Goodwill and Other - Goodwill. Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill Property, Plant, and Equipment The carrying value of goodwill was $0 and $4,663,514 as of December 31, 2020 and 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 December 31, 2020 and 2019: December 31, 2020 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Total amortized 215,900 (43,554 ) (27,023 ) 145,323 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 2,670,000 - (334,195 ) 2,335,805 Total identifiable intangible assets $ 2,885,900 $ (43,554 ) $ (361,218 ) $ 2,481,128 December 31, 2019 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (16,653 ) $ - $ 199,247 Total amortized 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 Total indefinite-lived 2,670,000 - - 2,670,000 Total identifiable intangible assets $ 2,885,900 $ (16,653 ) $ - $ 2,869,247 Amortization expense, which is included in discontinued operations, was $26,901 and $16,653 for the years ended December 31, 2020 and 2019, respectively. Amortization of intangible assets with a finite useful life ceased upon held-for-sale classification. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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. On January 25, 2021, the Company refinanced this loan at 93.6%, to obtain additional funding. The loan was fully repaid on April 27, 2021, with a $412,560 loan balance as of December 31, 2020. On March 18, 2021, the Company entered into a $225,000 note payable, which accrued interest at 15% per annum. The note was fully repaid on May 7, 2021. Between March 29, 2021 and July 6, 2021, the Company entered into a series of similar subscription agreements with either domestic or non-US accredited investors, respectively (each, a “Initial Tranche Subscription Agreement (US)” and, respectively, “Initial Tranche Subscription Agreement (non-US)”) pursuant to which the Company issued and sold to certain accredited investors, in the initial tranche of a non-brokered private placement (the “Private Placement”), an aggregate 3,000 units (“Units”), each Unit representing (i) one $1,000 principal amount term note providing for an optional conversion into shares of Company common stock at a price of $0.20 per share (each the “Initial Convertible Term Note”) and (ii) a common share warrant for the purchase of 5,000 shares of Company common stock at an exercise price of $0.40 per share (each an “Initial Warrant”), for aggregate net proceeds of $3,000,000. Between May and July 6, 2021, the Company entered into a series of substantially similar subscription agreements with either domestic or non-US investors (each, a “Subscription Agreement (US)”, and, respectively, “Subscription Agreement (non-US)”) pursuant to which the Company issued and sold to certain accredited investors, in the second tranche of the Private Placement, an aggregate 1,900 units (“Units”), each Unit representing (i) one $1,000 principal amount term note (each a “Convertible Term Note”) providing for an optional conversion into shares of Company common stock at a price of $0.20 per share and (ii) a common share warrant for the purchase of 5,000 shares of Company common stock at an exercise price of $0.40 per share (each a “Warrant”), for additional aggregate net proceeds of $1,900,000. During the nine months ended September 30, 2021, the Company received $4,900,000 of proceeds from the Private Placement. On August 20, 2021, the Company entered into a $300,000 loan agreement, which accrues interest at 91.23% per annum. Payment is due on a weekly basis up to the maturity date of May 27, 2021. The loan had an outstanding balance of $286,441 as of September 30, 2021. The loan was fully repaid on October 19, 2021. See Note 17 for further detail regarding the loan repayment. | 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. The loan balance as of December 31, 2020 is $412,560. The Company underwent a capital raise in 2020 and issued 3,535,665 subscription units, each containing one share of common stock and one warrant share. The warrants have an exercise price of $0.30 and expire November 1, 2022. The fair value of the warrants is $0 as of December 31, 2020. No warrants were exercised during the year ended December 31, 2020. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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. In the second quarter of 2021, the Company issued 2,500,000 shares to pay off the balance of the note. Effective February 25, 2020, Knapp resigned as a director of Cryomass Technologies, 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. The outstanding balance of the notes payable, related party was $0 and $458,599 as of September 30, 2021 and December 31, 2020, respectively. In conjunction with the Cryocann Acquisition, the Company received a promissory note from Matt Armstrong, an employee of the Company, for $281,771. This note receivable was issued as part of an employment agreement with Matt Armstrong, effective June 22, 2021, and was offset against his signing bonus on October 15, 2021. There was no interest associated with the note. On August 19, 2021, the Company entered into a loan agreement of $237,590 with its Chief Executive Officer, Christian Noel. The note accrues interest at 14% per annum and was repaid on October 22, 2021. | 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, as well as current shareholder in PharmaCielo Ltd. (“PharmaCielo”), a supplier of naturally grown and processed medicinal-grade cannabis oil extracts. 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. On August 6, 2020, the Company formalized the terms of a note payable to John Knapp. 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. The outstanding balance of the notes payable, related party was $458,599 and $307,450 as of December 31, 2020 and 2019, respectively. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS' EQUITY | 14. Shareholders’ Equity From June to August 2019, the Company completed a private placement for the sale of its common stock. The Company issued 14,325,005 shares of common stock for gross proceeds of $7,162,503, or $0.50 per share, minus equity issuance costs of $72,096. In July 2019, the Company issued 13,553,233 shares of common stock in connection with the CMI Transaction (refer to Note 7). During the year ended December 31, 2019, the Company issued 790,000 shares of common stock pursuant to advisory agreements. The fair value of $395,000 was included in legal and professional fees in the consolidated statements of operations. 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. From October to December 2020, the Company issued 3,535,665 shares of common stock in order to raise capital. From January to March 2021, the Company issued 1,491,819 shares of common stock in order to raise capital. From April to June 2021, the Company issued 10,000,000 shares of common stock related to the CryoCann transaction, 6,903,172 shares of common stock pursuant to employment agreements, 2,500,000 shares of common stock in exchange for the extinguishment of debt, and 633,125 shares of common stock in exchange for services. From July to September 2021, the Company issued 798,414 shares of common stock in order to raise capital, 633,707 shares of common stock in exchange for services, and 92,127 shares of common stock for interest payment on a note payable. 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. In April 2021 Board of Directors cancelled the 2019 Plan. A summary of the Company’s RSU award activity for the nine months ended September 30, 2021 is as follows: Restricted Stock Weighted Outstanding at December 31, 2020 2,453,175 $ 0.42 Granted 500,000 0.14 Vested (903,172 ) 0.16 Forfeited - - Outstanding at March 31, 2021 2,050,003 $ 0.46 Granted 6,135,000 0.15 Vested (6,000,000 ) 0.15 Forfeited - - Outstanding at June 30, 2021 2,185,003 0.45 Granted - - Vested - - Forfeited - - Outstanding at September 30, 2021 2,185,003 0.45 The total fair value of RSUs vested during the three and nine months ending September 30, 2021 was $0 and $2,851,102, respectively. The total fair value of RSUs vested during the three and nine months ending September 30, 2020 was $144,000 and $536,810, respectively. As of September 30, 2021, there was $202,069 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 $68,328 and $1,410,173 for the three and nine months ending September 30, 2021, respectively. 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. Stock-based compensation for the three months ending September 30, 2021 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $(19,184), $71,259, and $16,253, respectively. Stock-based compensation for the nine months ending September 30, 2021 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $1,085,398, $276,016, and $48,759, respectively. Expenses for stock-based compensation is included on the accompanying consolidated statements of operations in general and administrative expense. | 14. SHAREHOLDERS’ EQUITY From June to August 2019, the Company completed a private placement for the sale of its common stock. The Company issued 14,325,005 shares of common stock for gross proceeds of $7,162,503, or $0.50 per share, minus equity issuance costs of $72,096. In July 2019, the Company issued 13,553,233 shares of common stock in connection with the CMI Transaction (refer to Note 7). During the year ended December 31, 2019, the Company issued 790,000 shares of common stock pursuant to advisory agreements. The fair value of $395,000 was included in legal and professional fees in the consolidated statements of operations. 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. From October to December 2020, the Company issued 3,535,665 shares of common stock in order to raise capital. Stock Incentive Plan 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 or stock options granted under the 2019 Plan will be at the discretion of the Compensation Committee of the Board of Directors. For the year ended December 31, 2020, the total stock compensation expense was $1,440,284 and consisted of $734,752 related to RSUs, $150,000 related to a separation agreement, and $555,532 related to stock options. Expenses for stock-based compensation is included on the accompanying consolidated statements of operations in general and administrative expense. No cash was used to settle equity instruments granted under share-based payment arrangements. Restricted Stock Unit Awards A summary of the Company’s RSU award activity for the year ended December 31, 2020 is as follows: Restricted Weighted Average Outstanding at December 31, 2019 - $ - Granted 6,603,962 0.44 Vested (1,367,895 ) 0.23 Forfeited (2,782,895 ) 0.57 Outstanding at December 31, 2020 2,453,172 $ 0.42 The requisite service period for RSUs is two years. RSUs will be converted to common stock within 74 days following fulfillment of the service period. The fair value of RSUs is calculated using the grant date stock price. The total fair value of RSUs vested during the years ending December 31, 2020 and 2019 was $309,790 and $0, respectively. As of December 31, 2020 and 2019, there was $600,241 and $0, respectively, of unrecognized stock-based compensation cost related to non-vested RSU’s. The weighted-average period over which the $600,241 is expected to be recognized is 1.19 years. Stock-based compensation expense relating to RSU’s was $734,752 and $0 for the years ending December 31, 2020 and 2019, respectively. Stock-based compensation relating to RSU’s for the year ending December 31, 2020 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $145,183, $518,043, and $71,526, respectively. Stock Options A summary of the Company’s stock options activity for the year ended December 31, 2020 is as follows: Stock Weighted Average Outstanding at December 31, 2019 - $ - Granted 3,500,000 0.16 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2020 3,500,000 $ 0.16 On October 29, 2020, the Company awarded stock options for 3,500,000 shares at an exercise price of $0.16 per share. These options vested immediately, expire October 29, 2030, and were exercisable at the end of the year. As of December 31, 2020, the aggregate intrinsic value was $140,000 and the weighted average remaining contractual term was zero years for the share options outstanding and exercisable. The fair value of the options was calculated using the Black-Scholes model and was $555,532 as of the grant date. The following assumptions were used to estimate fair value: Expected term 5 years Expected volatility 237.0 % Expected dividends 0.0 % Risk-free rate 0.4 % Discount for post-vesting restrictions - |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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 rate for the nine months ended September 30, 2021 was 0.0%, As of September 30, 2021, the Company has recorded a total income tax liability in the amount of $14,926. The total income tax liability recorded is in relation to the discontinued operations of the company and available for sale assets. | 15. INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in the tax laws and rates on the date of enactment. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consists of: 2020 2019 Current (benefit) provision Federal $ - $ - State - - Total Current - - Deferred (benefit) provision Federal $ 3,724 $ 1,707 State 6,511 2,984 Total Deferred $ 10,235 $ 4,691 Total Provision $ 10,235 $ 4,691 The statutory federal income tax rate (21 percent) for the years ended December 31, 2020 and 2019 is reconciled to the effective income tax rate as follows: 2020 2019 Tax Percentage Tax Percentage Income Taxes At Statutory Federal Income Tax Rate $ (2,517,221 ) 21.00 % $ (638,414 ) 21.00 % State Taxes, Net Of Federal Income Tax Benefit 6,511 (0.05 ) 2,984 (0.10 ) Meals & Entertainment 261 0.00 1,250 (0.04 ) Penalties and Fines - 0.00 - 0.00 Return to Provision Adjustment - Permanent Items - 0.00 - 0.00 Deferred Only Adjustment (228,539 ) 1.91 64,018 (2.11 ) Change in Valuation Allowance 200,791 (1.68 ) 242,204 (7.97 ) Section 280E Expense Disallowance 2,548,431 (21.26 ) 324,745 (10.68 ) Other - 0.00 7,904 (0.26 ) Effective tax $ 10,235 (0.09 )% $ 4,691 (0.16 )% Deferred tax assets and liabilities by type at December 31, 2020 and 2019 are as follows: Deferred Tax Assets (Liabilities): 2020 2019 Stock Compensation $ 62,606 $ - Fixed Assets - Depreciation - COGS - (60,244 ) Fixed Assets - Depreciation - Non COGS - 456 Trademark/Trade Name (4,765 ) (1,498 ) Developed Manufacturing Process - Extraction (31,884 ) (10,021 ) Customer Relationships 1,158 368 Cannabis Licenses - 1,257 Goodwill - CMI 168,688 10,567 IPR&D 105,985 113,836 NOL - Federal Pre-2018 43,367 43,368 NOL - Federal Post-2017 377,529 295,034 NOL - State 294,183 119,215 Deferred Tax Assets (Liabilities) $ 1,016,867 $ 512,338 Valuation Allowance (1,031,792 ) (517,029 ) Net Deferred Tax Assets (Liabilities) $ (14,926 ) $ (4,691 ) At December 31, 2020 and 2019, the Company had federal net operating loss carryforwards of approximately $2,004,266 and $1,094,388 that may be offset against future taxable income from the years 2021 through 2040. State net operating losses were approximately $8,042,840 and $2,057,792 at December 31, 2020 and 2019. However, as a result of the 2017 Tax Cuts and Jobs Act (“TCJA”) and the 2020 Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), any federal net operating losses generated in years beginning after December 31, 2017 and before January 1, 2021 can be carried forward indefinitely to offset taxable income in future periods. The amount of NOLs with no expiration totaled $1,797,757 as of December 31, 2020. The deferred tax assets before valuation allowance for the net operating losses were $715,079 and $325,097 as of December 31, 2020 and 2019. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2020, the Company has recorded a full valuation allowance against its net deferred tax assets. The valuation allowance is estimated to be approximately $1,031,792 and $384,510 for the years ended December 31, 2020 and 2019, respectively. However, because deferred tax liabilities related to indefinite lived intangibles cannot be used as a source of income to recognize deferred tax assets with definite lives, the recorded valuation allowance exceeded the net deferred assets resulting in an overall net deferred tax liability, as reflected in the table above. The Company has adopted the provisions of ASC 740 which prescribe the procedures for recognition and measurement of tax positions taken or expected to be taken in income tax returns. As of December 31, 2020, the Company does not have an accrual relating to uncertain tax positions. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 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 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 $16,190 and $46,706 for the three and nine months ended September 30, 2021, respectively. 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 $150,259 and 363,707 for the three and nine months ended September 30, 2021, respectively. 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, 2021 and 2020. Operating lease cost was approximately $169,326 and $495,360 for the three and nine months ended September 30, 2021, respectively. 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. | 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 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 Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Management determined that there were no variable lease costs during the years ended December 31, 2020 and 2019. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Operating Leases The Company adopted ASU Topic 842 January 1, 2019, but had no reportable operating leases at that point in time. Upon the CMI transaction, an initial right-of-use (“ROU”) asset of $1,411,461 was recognized. The present value of this lease liability decreased by $472,154 for the year ended December 31, 2020 and decreased by $167,729 for the period from the acquisition to December 31, 2019. This activity is included in operating activities from discontinued operations line item of the statement of cash flows. Operating lease cost was $627,132 for the year ended December 31, 2020 and was $252,290 for the period from the acquisition to December 31, 2019 and. The CMI transaction ROU leases consist of the following: The Company leases its Englewood retail location from an unrelated third party. The lease expires in May 2022 and lease payments increase approximately 5% of base rent annually. The Company has the option to extend the lease for an additional five years. The rent during the extended lease term will be determined at the time of renewal. The Company leases its production facility location from an unrelated third party. The lease expires in April 2022 and lease payments increase approximately 5% of base rent annually. The Company has the option to extend the lease for an additional five-year term, commencing May 1, 2022 through April 30, 2027. Rent shall increase at the rate of 4% per year compounded during the extended lease term. The Company leases its Lakewood retail location from an unrelated third party. The lease expires in March 2021 and lease payments increase approximately 5% of base rent annually. Future minimum lease commitments under operating leases as of December 31, 2020 are as follows: Years Ending December 31, 2021 $ 638,586 2022 218,168 Total undiscounted operating lease payments 856,754 Less: imputed interest (85,176 ) Present value of operating lease liability $ 771,578 Weighted-average remaining lease term (years) 1.25 Weighted-average remaining discount rate 15 % 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. Lease payments for leases with terms less than twelve months are not accounted for under ASU Topic 842 and were $73,777 and $23,322 for the years ended December 31, 2020 and 2019, respectively. The Company does not have any leases that have not yet commenced which are significant. Legal Proceedings Legal proceedings covering a dispute arising from a past employment agreements is pending against our principal business partner, CMI. In Gaudio v. Critical Mass Industries, LLC et al, the defendant CMI has recently filed an ex-parte application for a Scheduling Order re: motion to set aside entry of default. On March 14, 2021, Plaintiff filed an opposition to CMI’s ex parte application. On March 15, 2021, the court issued an order granting CMI’s ex parte application. CMI’s motion to set aside a default judgment will be heard on April 26, 2021. It is possible that there could be adverse developments in the Gaudio case. An unfavorable outcome or settlement of pending litigation would have a significant impact on our ability to collect receivables from CMI, to complete any of the pending transactions involving our Colorado assets and agreements, and could encourage the commencement of additional litigation against CMI or the Company. We and our subsidiaries will record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in the Gaudio case may occur, (i) management is unable to estimate the possible loss or range of loss that our Company would undergo that could result from an unfavorable outcome or settlement in Gaudio; and (iii) accordingly, management has not provided any amounts in the consolidated financial statements for an unfavorable outcome in this case, if applicable. Any applicable legal advice costs are expensed as incurred. It is possible that our consolidated results of operations, cash flows or financial position could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Nevertheless, although litigation is subject to uncertainty, we and each of our subsidiaries named as a defendant believe, and each has been so advised by counsel handling the respective cases, that we have valid defenses to the litigation pending against us, as well as valid bases for appeal of adverse verdicts, if any. All such cases are, and will continue to be, vigorously defended. However, we and our subsidiaries may enter into settlement discussions in particular cases if we believe it is in our best interests to do so. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 17. Subsequent Events On October 10, 2021, the Company issued 62,500 shares of common stock at $0.35 per share. On October 25, 2021 the Company issued 543,000 and 270,000 shares of common stock at $0.50 and $0.52 per share, respectively. These issuances were in exchange for services. From October 10, 2021 to October 26, 2021, convertible note holders converted their notes into 24,614,500 shares of common stock at $0.20 per share. These conversions were associated with the Initial Convertible Term Note and Convertible Term Note defined in Note 12. Between October 14, 2021 and November 3, 2021, the Company issued 13,590,000 shares of common stock at $0.20 per share in order to raise capital. On October 15, 2021, the Company fully repaid the promissory note that was issued for $1,252,316 payable by the Company to Cryocann as part of the Cryocann Acquisition. On October 15, 2021, our related party note receivable of $281,771 was relieved through offset of the signing bonus due to Matt Armstrong as part of his employment agreement. On October 19, 2021, the Company fully repaid the remaining principal balance for the $286,441 note entered into on August 20, 2021. On October 22, 2021, the Company fully repaid the related party note due to its Chief Executive Officer, Christian Noel. | 17. SUBSEQUENT EVENTS On February 25, 2021, the board of directors determined that further efforts in the strategy to enter the gold exploration business in Colombia were inadvisable due to restricted travel as a result of Covid-19, local pandemic-related restrictions and the demise of our local expert. On February 25, 2021 the Company entered into a non-binding letter of intent (“LOI”) with CryoCann USA Corporation (“CryoCann”), a California company headquartered in Santa Ana, California, for a proposed asset purchase transaction (the “Proposed Transaction”). CryoCann is a designer and seller of equipment developed on the basis of patented technology for cannabis varieties (including hemp) harvesting, drying, refinement, and extraction. The purchase would include all assets of CryoCann. On February 26, 2021, Carlos Hernandez Nunez resigned from the board of directors. His resignation was not the result of any disagreements with the Company. On March 19, 2021, Gary Artmont resigned from the board of directors. His resignation was not the result of any disagreements with the Company. On March 29, 2021, the Company entered into an employment agreement with Christian Noel effective April 1, 2021, to serve as our Chief Executive Officer, replacing Christopher Hansen, whose term ends on March 31, 2021. Mr. Noel will also serve on the board of directors as a director, replacing Mr. Hernandez. The Company raised, as of the date of this filing, via a unit offering of convertible notes and warrants, $500,000 to 2 investors. The convertible notes mature on March 31, 2022 and may be prepaid at any after six months. The note holders may convert at any time at a conversion price of $0.20 per share. The warrants expire two years from issuance and are exercisable at a price of $0.40 per share. The offering has been extended to April 15, 2021. |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Revision of Prior Period Financial Statements | 3. Revision of Prior Period Financial Statements The Company revised its consolidated financial statements for the three and nine months ended and as of September 30, 2021, in which notes payable, additional paid-in capital, and interest expense were impacted. The impact of these adjustments on the Company’s consolidated financial statements was as follows: CRYOMASS TECHNOLOGIES INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of Previously Adjustments Revised ASSETS Current assets: Cash and cash equivalents $ 237,552 $ - $ 237,552 Accounts receivable, net 540,000 - 540,000 Prepaid expenses 117,604 - 117,604 Related party note receivable 281,771 - 281,771 Assets held for sale, current 7,313,798 - 7,313,798 Total current assets 8,490,725 - 8,490,725 Property and equipment, net 135,000 - 135,000 Intangible assets, net 4,060,431 - 4,060,431 Goodwill 1,190,000 - 1,190,000 Total assets $ 13,876,156 $ - $ 13,876,156 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 3,124,652 $ - $ 3,124,652 Loans payable 286,441 - 286,441 Taxes payable 771 - 771 Note payable, related party 1,457,669 - 1,457,669 Liabilities held for sale, current 677,084 - 677,084 Total current liabilities 5,546,617 - 5,546,617 Notes payable 4,982,944 (850,461 ) 4,132,483 Deferred tax liability 14,926 - 14,926 Total liabilities 10,544,487 (850,461 ) 9,694,026 Commitments and contingencies 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, 120,058,181 and 97,005,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 120,058 - 120,058 Additional paid-in capital 24,622,355 1,359,292 25,981,647 Accumulated deficit (21,410,744 ) (508,831 ) (21,919,575 ) Total shareholders’ equity 3,331,669 850,461 4,182,130 Total liabilities and shareholders’ equity $ 13,876,156 $ - $ 13,876,156 CRYOMASS TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Previously Adjustments Revised Operating expenses: Personnel costs $ 1,204,621 $ - $ 1,204,621 Sales and marketing 44,049 - 44,049 General and administrative 445,748 - 445,748 Amortization expense 21,832 - 21,832 Legal and professional fees 340,226 - 340,226 Total operating expenses 2,056,476 - 2,056,476 Loss from operations (2,056,476 ) - (2,056,476 ) Other income (expenses): Interest expense (270,552 ) (320,049 ) (590,601 ) Gain on foreign exchange 23,170 - 23,170 Total other expenses (247,382 ) (320,049 ) (567,431 ) Net loss from continuing operations, before taxes (2,303,858 ) (320,049 ) (2,623,907 ) Income taxes - - - Net loss from continuing operations (2,303,858 ) (320,049 ) (2,623,907 ) Net loss from discontinued operations, net of tax 250,092 - 250,092 Net loss $ (2,053,766 ) $ (320,049 ) $ (2,373,815 ) Comprehensive loss from discontinued operations - - - Comprehensive loss $ (2,053,766 ) $ (320,049 ) $ (2,373,815 ) Net loss per common share: Loss from continuing operations - basic and diluted $ (0.02 ) $ (0.00 ) $ (0.02 ) Loss from discontinued operations - basic and diluted $ 0.00 $ - $ 0.00 Loss per common share - basic and diluted $ (0.02 ) $ (0.00 ) $ (0.02 ) Weighted average common shares outstanding—basic and diluted 118,939,488 - 118,939,488 For the Previously Adjustments Revised Operating expenses: Personnel costs $ 2,004,417 $ - $ 2,004,417 Sales and marketing 44,063 - 44,063 General and administrative 2,821,541 - 2,821,541 Amortization expense 21,832 - 21,832 Legal and professional fees 797,772 - 797,772 Total operating expenses 5,689,625 - 5,689,625 Loss from operations (5,689,625 ) - (5,689,625 ) Other income (expenses): Interest expense (644,027 ) (508,831 ) (1,152,858 ) Gain on foreign exchange 46,708 - 46,708 Total other expenses (597,319 ) (508,831 ) (1,106,150 ) Net loss from continuing operations, before taxes (6,286,944 ) (508,831 ) (6,795,775 ) Income taxes - - - Net loss from continuing operations (6,286,944 ) (508,831 ) (6,795,775 ) Net loss from discontinued operations, net of tax 605,394 - 605,394 Net loss $ (5,681,550 ) $ (508,831 ) $ (6,190,381 ) Comprehensive loss from discontinued operations - - - Comprehensive loss $ (5,681,550 ) $ (508,831 ) $ (6,190,381 ) Net loss per common share: Loss from continuing operations - basic and diluted $ (0.06 ) $ (0.00 ) $ (0.06 ) Loss from discontinued operations - basic and diluted $ 0.01 $ - $ 0.01 Loss per common share - basic and diluted $ (0.05 ) $ (0.00 ) $ (0.05 ) Weighted average common shares outstanding—basic and diluted 107,846,167 - 107,846,167 CRYOMASS TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) Common Stock Additional Common Accumulated Total Shares Amount Capital Be Issued Deficit Equity Balance at March 31, 2021 98,497,636 $ 98,498 $ 19,596,807 $ - $ (16,776,121 ) $ 2,919,184 Share issuance 201,586 202 - - - 202 Share issuance related to Cryocann asset purchase 10,000,000 10,000 1,794,500 - - 1,804,500 Share issuance pursuant to employment agreements 6,701,586 6,701 894,000 - - 900,701 Share issuance in exchange for extinguishment of debt 2,500,000 2,500 505,902 - - 508,402 Share issuance in exchange for services 633,125 633 56,867 - - 57,500 Stock-based compensation - - 190,026 - - 190,026 Stock options issued and outstanding - - 710,202 - - 710,202 Net loss - - - - (2,580,857 ) (2,580,857 ) Previously reported balance at June 30, 2021 118,533,933 $ 118,534 $ 23,748,304 $ - $ (19,356,978 ) $ 4,509,860 Adjustments: Interest expense from debt discount amortization related to Beneficial Conversion Feature - - - - (188,782 ) (188,782 ) Beneficial Conversion Feature of Note Payable - - 391,958 - - 391,958 Warrants issued in conjunction with Convertible Notes Payable - - 888,371 - - 888,371 Adjusted balance at June 30, 2021 118,533,933 $ 118,534 $ 25,208,633 $ - $ (19,545,760 ) $ 5,601,407 Share issuance 798,414 798 199,000 - - 199,798 Share issuance in exchange for services 633,707 634 239,853 - - 240,487 Share issuance for interest payment on note payable 92,127 92 23,317 - - 23,409 Stock-based compensation - - 68,628 - - 68,628 Stock options issued and outstanding - - 258,003 - - 258,003 Beneficial Conversion Feature of Note Payable - - 85,250 - - 85,250 Net loss - - - - (2,053,766 ) (2,053,766 ) Balance at September 30, 2021 120,058,181 $ 120,058 $ 25,902,684 $ - $ (21,599,526 ) $ 4,423,216 Adjustments: Interest expense from debt discount amortization related to Beneficial Conversion Feature - - - - (320,049 ) (320,049 ) Beneficial Conversion Feature of Note Payable - - 38,555 - - 38,555 Warrants issued in conjunction with Convertible Notes Payable - - 40,408 - - 40,408 Adjusted balance at September 30, 2021 120,058,181 $ 120,058 $ 25,981,647 $ - $ (21,919,575 ) $ 4,182,130 CRYOMASS TECHNOLOGIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Previously Adjustments Revised CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (6,286,944 ) $ (508,831 ) $ (6,795,775 ) Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: Depreciation and amortization expense 21,832 - 21,832 Amortization of debt discount 30,861 508,831 539,692 Stock-based compensation expense 2,400,976 - 2,400,976 Fair value of common stock issued pursuant to service and advisory agreements 291,096 - 291,096 Change in operating assets and liabilities: Prepaid expenses (57,129 ) - (57,129 ) Accounts payable and accrued expenses 876,417 - 876,417 Net cash used in operating activities from continuing operations (2,722,891 ) - (2,722,891 ) Net cash provided by operating activities from discontinued operations (347,204 ) - (347,204 ) Net cash used in operating activities (3,070,095 ) - (3,070,095 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash Payment for CryoCann asset purchase (1,000,000 ) - (1,000,000 ) Issuance of other payable related to CryoCann asset purchase (1,247,684 ) - (1,247,684 ) Purchase of property and equipment (135,000 ) - (135,000 ) Net cash used in investing activities from continuing operations (2,382,684 ) - (2,382,684 ) Net cash used in investing activities from discontinued operations (280,561 ) - (280,561 ) Net cash used in investing activities (2,663,245 ) - (2,663,245 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable, related parties 237,590 - 237,590 Proceeds from issuance of common stock 320,000 - 320,000 Repayment of loans payable, current (40,668 ) - (40,668 ) Proceeds from notes payable 4,900,000 - 4,900,000 Related party note disbursement (281,771 ) - (281,771 ) Net cash provided by financing activities from continuing operations 5,135,151 - 5,135,151 Net cash provided by financing activities from discontinued operations 505,902 - 505,902 Net cash provided by financing activities 5,641,053 - 5,641,053 Net decrease in cash from continuing operations 29,576 - 29,576 Net decrease in cash from discontinued operations (121,863 ) - (121,863 ) Cash at beginning of period 329,839 - 329,839 Cash at end of period $ 237,552 $ - $ 237,552 Supplemental disclosure of cash flow information: Cash paid for interest $ 283,330 $ - $ 283,330 Supplemental disclosure of non-cash investing and financing activities: - Common stock issued pursuant to vesting of restricted stock units $ 2,851,103 $ - $ 2,851,103 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 for the fiscal year ended December 31, 2019, 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, 2019 Previously 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim 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 consolidated financial statements include the accounts of Cryomass Technologies Inc, Cryomass Inc. 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 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, 2021 and 2020 are not necessarily indicative of the results to be expected for any subsequent period or the entire year ending December 31, 2021. These unaudited interim 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, 2020, included in the Company’s Form 10-K filed on March 30, 2021 with the SEC. | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The 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. |
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. | 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 consolidated financial statements were reclassified from prior periods for presentation purposes. | Reclassifications Certain items in the consolidated financial statements were reclassified from prior periods for presentation purposes. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. | |
Accounting for Business Combinations and Acquisitions | Accounting for Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. | |
Variable Interest Entities | Variable Interest Entities The Company accounts for variable interest entities in accordance with FASB ASC Topic 810, Consolidation | 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 $578,188 and $606,043 as of September 2021 and December 31, 2020, respectively. This includes $38,188 and $66,043, 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 $2,415 and $954 for the three and nine months ended September 30, 2021, respectively. This amount includes $2,415 and $954, respectively, related to the VIE, which is classified as discontinued operations. 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. | 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 $606,043 and $113,599 as of December 31, 2020 and 2019, respectively. This includes $66,043 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 $188,548 and $15,615 for the years ended December 31, 2020 and 2019, respectively. This amount includes $4,548 and $15,615, respectively, related to the VIE, which is 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 loss of $0 and $400,787 was charged against cost of goods sold during the nine months ended September 30, 2021 and 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. | 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 $400,787 and $163,800 was charged against cost of goods sold during the years ended December 31, 2020 and 2019, 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, 2021 and 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. | 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 years ended December 31, 2020 and 2019. 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. |
Expenses | Expenses Cost of Goods Sold, Net of Depreciation and Amortization Cost of goods sold primarily consisted of allocated salaries and wages of employees directly related with the production process, allocated depreciation and amortization directly related to the production process, cultivation supplies, rent and utilities. | |
Operating Expenses | Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of CMI. Personnel costs consist primarily of consulting expense and administrative salaries and wages. Sales and marketing expenses consist primarily of advertising and marketing, and salaries related to sales and marketing employees. General and administrative expenses are comprised of travel expenses, accounting expenses, and board fees. Professional services are principally comprised of outside legal and professional fees. | Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, general and administrative expenses, professional and legal fees and depreciation and amortization related to the property and equipment and intangibles acquired through the acquisition of CMI. Personnel costs consist primarily of consulting expense and administrative salaries and wages. Sales and marketing expenses consist primarily of advertising and marketing, and salaries related to sales and marketing employees. General and administrative expenses are comprised of travel expenses, accounting expenses, and board fees. Professional services are principally comprised of outside legal and professional fees. |
Other Expense, net | Other Expense, net Other expense, net consisted of interest expense and gain on foreign exchange. | Other Expense, net Other expense, net consisted of interest expense, loss on impairment of goodwill, other income and (loss) gain on foreign exchange. |
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 consolidated statements of operations. | Stock-Based Compensation We account for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. |
Property and Equipment, net | Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years | Property and Equipment, net Purchase of property and equipment are recorded at cost. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the consolidated statements of operations. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of trademarks, trade names and developed manufacturing processes. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite In process research and development Indefinite Patent 10 years Intangible assets associated with in process research and development are indefinite lived until the research and development is finalized, at which point we will assess an estimated useful life. | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Indefinite-lived intangible assets established in connection with business combinations consist of trademarks, trade names and developed manufacturing processes. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. Amortization of assets ceases upon designation as held for sale. The estimated useful lives of intangible assets are detailed in the table below: Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite |
Impairment of Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other - Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. As of December 31, 2020, management concluded that the goodwill resulting from the CMI transaction (Note 7) was impaired. See Note 11. | Impairment of Goodwill and Intangible Assets Goodwill Goodwill is not amortized, but instead is tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of goodwill under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Update 2017-04 (“ASU 2017-04”), “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Intangibles – Goodwill and Other - Goodwill The Company performs impairment testing for goodwill by performing the following steps: 1) evaluate the relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, 2) if yes to step 1, calculate the fair value of the reporting unit and compare it with its carrying amount, including goodwill, 3) recognize impairment, limited to the total amount of goodwill allocated to that reporting unit, equal to the excess of the carrying value of a reporting unit over its fair value. As of December 31, 2020, management concluded that the goodwill resulting from the CMI transaction (Note 7) was impaired. See Note 11. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill As of December 31, 2020, management concluded that indefinite-lived intangible assets were impaired. See Note 11. | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets are not amortized, but instead are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of indefinite-lived intangible assets under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-30-35, Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill As of December 31, 2020, management concluded that indefinite-lived intangible assets were impaired. See Note 11. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization Intangible assets subject to amortization are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment As of December 31, 2020, management concluded that intangible assets subject to amortization were impaired. See Note 11. | Intangible Assets Subject to Amortization Intangible assets subject to amortization are tested annually at December 31 for impairment and upon the occurrence of certain events or substantive changes in circumstances. We account for the impairment of intangible assets subject to amortization under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10-35, Property, Plant, and Equipment As of December 31, 2020, management concluded that intangible assets subject to amortization were impaired. See Note 11. |
Contingencies | Contingencies An initial right-of-use (“ROU”) asset and corresponding liability of $1,411,461 was recognized upon the CMI Transaction. The Company adopted ASU Topic 842 January 1, 2019, but had no reportable operating leases at that point in time. | Contingencies An initial right-of-use (“ROU”) asset and corresponding liability of $1,411,461 was recognized upon the CMI Transaction. The Company adopted ASU Topic 842 January 1, 2019, but had no reportable operating leases at that point in time. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, 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 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. The fair value of beneficial conversion features associated with convertible notes and the fair value of warrants are calculated utilizing level 2 inputs. When multiple instruments are issued in a single transaction, the total proceeds from the transaction should be allocated among the individual freestanding instruments identified. The allocation occurs after identifying (1) all the freestanding instruments and (2) the subsequent measurement basis for those instruments. The subsequent measurement basis helps inform how the proceeds should be allocated. After the proceeds are allocated to the freestanding instruments, those instruments should be further evaluated for embedded features that may need to be bifurcated or separated. If debt or stock is issued with detachable warrants, the guidance in ASC 470-20-25-2 (applied by analogy to stock) requires that the proceeds be allocated to the two instruments based on their relative fair values. This method is generally appropriate if debt or stock is issued with any other freestanding instrument that is classified in equity (such as a detachable forward contract) or as a liability but not subject to subsequent fair value accounting. Given that the Notes and Warrants that were issued in the singular transaction are both not subject to subsequent fair value accounting treatment, Management determined the relative fair value method shall be used for allocating the proceeds of the transaction. Under the relative fair value method, the instrument being analyzed is allocated a portion of the proceeds based on its fair value to the sum of the fair value of all the instruments covered int the allocation. Management additionally evaluated the facts and circumstances to determine whether the principal balance of the Notes ($4.9 million and $250K) approximated their fair value. The Notes were issued entirely to unrelated third parties which were deemed to be arm’s length transactions. In addition, the comparable interest rates for loans of similar companies as of the date of the Note issuances range from 10-15% given the liquidity concerns of the Company. The term of the Notes issued range from 8-15 months, which would support the conclusion that the principal balance approximates their fair value given the short-term maturities of each Note. Finally, the Warrants issued in connection with the Notes were included akin to a “sweetener” in the offering as opposed to compensation for adjusting the interest rate or other key terms within the Convertible Term Loan Agreements. As such, the Company concluded that the principal balance of the Notes approximated their fair value. The Warrants were initially measured at fair value and subsequent fair value measurement is not required as long as the instrument continues to be classified in equity. The proceeds from the transaction will be allocated between the Notes and Warrants based on the relative fair value method. | 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 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 | 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. | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (ASC 350), In February 2016, the FASB issued ASU No. 2016-02, Leases |
Purchase Accounting for Acquisitions | Purchase Accounting for Acquisitions We apply the acquisition method of accounting for a business combination. In general, this methodology requires us to record assets acquired and liabilities assumed at their respective fair values at the date of acquisition. Any amount of the purchase price paid that is in excess of the estimated fair value of the net assets acquired is recorded as goodwill. For certain acquisitions, we also record a liability for contingent consideration based on estimated future business performance. We monitor our assumptions surrounding these estimated future cash flows and, if there is a significant change, would record an adjustment to the contingent consideration liability and a corresponding adjustment to either income or expense. We determine fair value using widely accepted valuation techniques, primarily discounted cash flow and market multiple analyses. These types of analyses require us to make assumptions and estimates regarding industry and economic factors, the profitability of future business strategies, discount rates and cash flow. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. If the contingent consideration paid for any of our acquisitions differs from the amount initially recorded, we would record either income or expense associated with the change in liability. | |
Cost of Goods Sold, Net of Depreciation and Amortization | Cost of Goods Sold, Net of Depreciation and Amortization Cost of goods sold primarily consisted of allocated salaries and wages of employees directly related with the production process, allocated depreciation and amortization directly related to the production process, cultivation supplies, rent and utilities. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Variable Interest Entity | Balance Sheet As of As of Current assets Cash and cash equivalents $ 117,113 $ 196,445 Accounts receivable, net 38,188 66,043 Inventory, net 1,311,197 791,868 Total current assets 1,466,498 1,054,356 Total assets $ 1,466,498 $ 1,054,356 Current liabilities Accounts payable and accrued expenses $ 252,882 $ 211,463 Total current liabilities 252,882 211,463 Total liabilities 252,882 211,463 Net assets $ 1,213,616 $ 842,893 | Cannabis License Assets & Liabilities As of Description 2020 2019 Current assets Cash and cash equivalents $ 196,445 $ 467,460 Accounts receivable, net 66,043 113,599 Inventory, net 791,868 768,633 Total current assets 1,054,356 1,349,692 Total assets $ 1,054,356 $ 1,349,692 Current liabilities Accounts payable and accrued expenses $ 211,463 $ 337,386 Total current liabilities 211,463 337,386 Total liabilities 211,463 337,386 Net assets $ 842,893 $ 1,012,306 |
Schedule of description of operating results of Variable Interest Entities | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Income Statement Net sales $ 1,399,505 $ 1,858,202 $ 4,713,077 $ 5,187,069 Cost of goods sold, inclusive of depreciation 857,281 1,354,626 2,982,974 3,982,677 Gross profit 542,224 503,576 1,730,103 1,204,392 Operating expenses: Personnel costs 71,085 104,021 335,182 286,788 Sales and marketing 186,190 224,382 621,765 699,080 General and administrative 29,307 54,904 82,144 186,614 Legal and professional fees 5,550 56,436 35,815 77,667 Amortization expense - 8,967 - 26,901 Total operating expenses 292,132 448,710 1,074,906 1,277,050 Gain / (loss) from operations 250,092 54,866 655,197 (72,658 ) Other income (expenses): Interest expense - (25,858 ) (49,803 ) (126,083 ) Goodwill impairment - (4,663,514 ) - (4,663,514 ) Total operating expenses 292,132 (4,689,372 ) (49,803 ) (4,789,597 ) Net income from discontinued operations $ 250,092 $ (4,634,506 ) $ 605,394 $ (4,862,255 ) | CMI Statement of Operations For the Years Ended Description 2020 2019 Net sales $ 6,860,282 $ 3,460,566 Cost of goods sold, inclusive of depreciation 4,901,237 2,237,004 Gross profit $ 1,959,045 $ 1,223,562 Operating expenses Personnel costs 402,389 266,165 Sales and marketing 908,502 414,210 General and administrative 231,376 132,894 Legal and professional fees 156,782 81,234 Amortization expense 26,901 16,653 Total operating expenses 1,725,950 911,156 Gain from operations $ 233,095 $ 312,406 Other income / (expense) Interest expense (153,592 ) (13,013 ) Goodwill impairment (4,663,514 ) - Intangibles impairment (361,218 ) Other income - 3,092 Total other income / (expense) (5,178,324 ) (9,921 ) Net income / (loss) $ (4,945,229 ) $ 302,485 |
Schedule of consolidated financial statements | December 31, 2019 Previously 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 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revision Of Prior Period Financial Statements [Abstract] | ||
Schedule of impact of these adjustments on consolidated financial statements | December 31, 2019 Previously 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. | December 31, 2019 Previously 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful life of property and equipment | Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years | Estimated Useful Life Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Machinery and equipment 5 – 8 years Leasehold improvements Shorter of lease term or 15 years |
Schedule of estimated useful lives of intangible assets | Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite In process research and development Indefinite Patent 10 years | Estimated Useful Life Customer relationships 6 years Trademark/trade name Indefinite Developed manufacturing process Indefinite |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of disaggregated revenue | For the 2021 2020 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $943,012 and $1,259,120) $ 943,012 $ 1,259,120 Medical wholesale (amounts related to VIE discontinued operations of $456,540 and $455,521) 456,540 455,521 Recreational wholesale (amounts related to VIE discontinued operations of $(47) and $143,561) (47 ) 143,561 Other revenues (amounts related to VIE discontinued operations of $0 and $0) - - Total revenues $ 1,399,505 $ 1,858,202 For the 2021 2020 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $3,196,912 and $3,531,304) $ 3,196,912 $ 3,542,504 Medical wholesale (amounts related to VIE discontinued operations of $1,525,132 and $1,054,748) 1,525,132 1,055,448 Recreational wholesale (amounts related to VIE discontinued operations of $8,963 and $598,276) 8,963 1,367,831 Other revenues (amounts related to VIE discontinued operations of $(17,930) and $2,741) (17,930 ) 2,741 Total revenues $ 4,713,077 $ 5,968,524 | For the Years Ended 2020 2019 Types of Revenues: Medical retail (amounts related to VIE discontinued operations of $4,698,428 and $2,324,024, respectively) $ 4,709,628 $ 2,337,024 Medical wholesale (amounts related to VIE discontinued operations of $1,319,944 and $374,458, respectively) 1,320,644 379,706 Recreational wholesale (amounts related to VIE discontinued operations of $837,414 and $753,405, respectively) 1,606,969 753,405 Other revenues (amounts related to VIE discontinued operations of $4,496 and $8,679, respectively) 4,496 8,679 Total revenues $ 7,641,737 $ 3,478,814 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Schedule of purchase price | Cash $ 1,999,770 Common stock 6,776,617 Total purchase price $ 8,776,387 Cash $ 2,247,684 Common stock 1,804,500 Promissory Note 1,220,079 Total purchase price $ 5,272,263 | Cash $ 1,999,770 Common stock 6,776,617 Total purchase price $ 8,776,387 |
Schedule of business combination description | Description Fair Value Weighted average 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 Description Fair Value Weighted average Assets acquired: Intangible assets: In process research and development 3,209,000 Indefinite Patent 873,263 10 Goodwill 1,190,000 Total assets acquired $ 5,272,263 | Description Fair Value Weighted 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 below represents the revenue, net loss and loss per share effect of the acquired company | For the Years Ended 2020 2019 Net Sales $ 7,641,737 $ 6,798,227 Net loss $ (11,815,907 ) $ (2,459,275 ) Net loss per common share $ (0.12 ) $ (0.02 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of discontinued operations carrying amounts of assets and liabilities | September 30, December 31, Assets Accounts receivable, net $ 38,188 $ 66,043 Prepaid expenses 11,696 7,601 Inventory, net 1,311,197 791,868 Property and equipment, net 2,995,332 2,714,771 Intangible assets, net 2,481,128 2,481,128 Security deposits 11,522 11,522 Right of use asset, net 464,735 794,907 Total current assets held for sale 7,313,798 6,867,840 Total assets held for sale $ 7,313,798 $ 6,867,840 Liabilities Accounts payable and accrued expenses 252,882 211,463 Taxes payable 16,331 22,645 Notes payable, related parties - 458,599 Right of use liability 407,871 771,578 Total liabilities held for sale 677,084 1,464,285 Net assets $ 6,636,714 $ 5,403,555 | As of As of As of Assets Cash $ - $ - $ 18,472 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 December 31, December 31, Assets Accounts receivable, net $ 66,043 $ 113,599 Prepaid expenses 7,601 11,588 Inventory, net 791,868 768,633 Property and equipment, net 2,714,771 2,152,626 Goodwill - 4,663,514 Intangible assets, net 2,481,128 2,869,247 Security deposits 11,522 15,608 Right of use asset, net 794,907 1,243,732 Total current assets held for sale 6,867,840 11,838,547 Total assets held for sale $ 6,867,840 $ 11,838,547 Liabilities Accounts payable and accrued expenses 211,463 337,386 Taxes payable 22,645 24,865 Notes payable, related parties 458,599 307,450 Right of use liability 771,578 1,243,732 Total liabilities held for sale 1,464,285 1,913,433 Net assets $ 5,403,555 $ 9,925,114 |
Schedule of discontinued operations statements of operations | Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net sales $ 1,399,505 $ 1,858,202 $ 4,713,077 $ 5,187,069 Cost of goods sold, inclusive of depreciation 857,281 1,354,626 2,982,974 3,982,677 Gross profit 542,224 503,576 1,730,103 1,204,392 Operating expenses: Personnel costs 71,085 104,021 335,182 286,788 Sales and marketing 186,190 224,382 621,765 699,080 General and administrative 29,307 54,904 82,144 186,614 Legal and professional fees 5,550 56,436 35,815 77,667 Amortization expense - 8,967 - 26,901 Total operating expenses 292,132 448,710 1,074,906 1,277,050 Gain / (loss) from operations 250,092 54,866 655,197 (72,658 ) Other income (expenses): Interest expense - (25,858 ) (49,803 ) (126,083 ) Goodwill impairment - (4,663,514 ) - (4,663,514 ) Total other expenses - (4,689,372 ) (49,803 ) (4,789,597 ) Net gain / (loss) from discontinued operations, before taxes 250,092 (4,634,506 ) 605,394 (4,862,255 ) Income taxes - - - - Net loss from discontinued operations $ 250,092 $ (4,634,506 ) $ 605,394 $ (4,862,255 ) | Year Ended 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 ) Year Ended 2020 2019 Net sales $ 6,860,282 $ 3,460,566 Cost of goods sold, inclusive of depreciation 4,901,237 2,237,004 Gross profit 1,959,045 1,223,562 Operating expenses: Personnel costs 402,389 266,165 Sales and marketing 908,502 414,210 General and administrative 231,376 132,894 Legal and professional fees 156,782 81,234 Amortization expense 26,901 16,653 Total operating expenses 1,725,950 911,156 Gain from operations 233,095 312,406 Other income (expenses): Interest expense (153,592 ) (13,013 ) Goodwill impairment (4,663,514 ) - Intangibles impairment (361,218 ) - Other income - 3,092 Total other income (expenses) (5,178,324 ) (9,921 ) Net gain / (loss) from discontinued operations, before taxes (4,945,229 ) 302,485 Income taxes - - Net gain / (loss) from discontinued operations $ (4,945,229 ) $ 302,485 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | September 30, December 31, Finished goods (amounts related to VIE discontinued operations of $1,003,985 and $431,466) $ 1,003,985 $ 431,466 Work-in-process inventory grow (amounts related to VIE discontinued operations of $307,212 and $360,402) 307,212 360,402 $ 1,311,197 $ 791,868 | December 31, December 31, Finished goods (amounts related to VIE discontinued operations of $431,466 and $416,871, respectively) $ 431,466 $ 920,671 Work-in-process inventory grow (amounts related to VIE discontinued operations of $360,402 and $351,762, respectively) 360,402 351,762 Provision for inventory losses (amounts related to VIE discontinued operations of $0 and $0, respectively) - (163,800 ) $ 791,868 $ 1,108,633 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment, net | September 30, December 31, Leasehold improvements $ 2,770,385 $ 2,770,385 Machinery and equipment 1,207,443 1,065,885 Furniture and fixtures 43,331 43,331 Construction in progress 501,998 227,995 4,523,157 4,107,596 Less: Accumulated depreciation (1,392,825 ) (1,392,825 ) $ 3,130,332 $ 2,714,771 | December 31, December 31, Leasehold improvements $ 2,770,385 $ 2,223,609 Machinery and equipment 1,065,885 888,786 Furniture and fixtures 43,331 43,331 Construction in progress 227,995 258,615 4,107,596 3,414,341 Less: Accumulated depreciation (1,392,825 ) (1,261,715 ) $ 2,714,771 $ 2,152,626 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of identifiable intangible assets | September 30, 2021 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Patent 10 years 873,263 (21,832 ) - 851,431 Total amortized 1,089,163 (65,386 ) (27,023 ) 996,754 Indefinite-lived In-process research and development Indefinite 3,209,000 - - 3,209,000 Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 5,879,000 - (334,195 ) 5,544,805 Total identifiable intangible assets $ 6,968,163 $ (65,386 ) $ (361,218 ) $ 6,541,559 December 31, 2020 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Total amortized 215,900 (43,554 ) (27,023 ) 145,323 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 2,670,000 - (334,195 ) 2,335,805 Total identifiable intangible assets $ 2,885,900 $ (43,554 ) $ (361,218 ) $ 2,481,128 | December 31, 2020 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (43,554 ) $ (27,023 ) $ 145,323 Total amortized 215,900 (43,554 ) (27,023 ) 145,323 Indefinite-lived Trademark/trade name Indefinite 1,340,000 - (167,723 ) 1,172,277 Developed manufacturing process Indefinite 1,330,000 - (166,472 ) 1,163,528 Total indefinite-lived 2,670,000 - (334,195 ) 2,335,805 Total identifiable intangible assets $ 2,885,900 $ (43,554 ) $ (361,218 ) $ 2,481,128 December 31, 2019 Estimated Gross Accumulated Impairment Carrying Amortized Customer relationships 6 years $ 215,900 $ (16,653 ) $ - $ 199,247 Total amortized 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 Total indefinite-lived 2,670,000 - - 2,670,000 Total identifiable intangible assets $ 2,885,900 $ (16,653 ) $ - $ 2,869,247 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of the company's RSU award activity | Restricted Stock Weighted Outstanding at December 31, 2020 2,453,175 $ 0.42 Granted 500,000 0.14 Vested (903,172 ) 0.16 Forfeited - - Outstanding at March 31, 2021 2,050,003 $ 0.46 Granted 6,135,000 0.15 Vested (6,000,000 ) 0.15 Forfeited - - Outstanding at June 30, 2021 2,185,003 0.45 Granted - - Vested - - Forfeited - - Outstanding at September 30, 2021 2,185,003 0.45 | Restricted Weighted Average Outstanding at December 31, 2019 - $ - Granted 6,603,962 0.44 Vested (1,367,895 ) 0.23 Forfeited (2,782,895 ) 0.57 Outstanding at December 31, 2020 2,453,172 $ 0.42 |
Schedule of stock options activity | Stock Weighted Average Outstanding at December 31, 2019 - $ - Granted 3,500,000 0.16 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2020 3,500,000 $ 0.16 | |
Schedule of fair value of the options was calculated using the Black-Scholes model | Expected term 5 years Expected volatility 237.0 % Expected dividends 0.0 % Risk-free rate 0.4 % Discount for post-vesting restrictions - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | 2020 2019 Current (benefit) provision Federal $ - $ - State - - Total Current - - Deferred (benefit) provision Federal $ 3,724 $ 1,707 State 6,511 2,984 Total Deferred $ 10,235 $ 4,691 Total Provision $ 10,235 $ 4,691 |
Schedule of statutory federal income tax rate | 2020 2019 Tax Percentage Tax Percentage Income Taxes At Statutory Federal Income Tax Rate $ (2,517,221 ) 21.00 % $ (638,414 ) 21.00 % State Taxes, Net Of Federal Income Tax Benefit 6,511 (0.05 ) 2,984 (0.10 ) Meals & Entertainment 261 0.00 1,250 (0.04 ) Penalties and Fines - 0.00 - 0.00 Return to Provision Adjustment - Permanent Items - 0.00 - 0.00 Deferred Only Adjustment (228,539 ) 1.91 64,018 (2.11 ) Change in Valuation Allowance 200,791 (1.68 ) 242,204 (7.97 ) Section 280E Expense Disallowance 2,548,431 (21.26 ) 324,745 (10.68 ) Other - 0.00 7,904 (0.26 ) Effective tax $ 10,235 (0.09 )% $ 4,691 (0.16 )% |
Schedule of deferred tax assets and liabilities | Deferred Tax Assets (Liabilities): 2020 2019 Stock Compensation $ 62,606 $ - Fixed Assets - Depreciation - COGS - (60,244 ) Fixed Assets - Depreciation - Non COGS - 456 Trademark/Trade Name (4,765 ) (1,498 ) Developed Manufacturing Process - Extraction (31,884 ) (10,021 ) Customer Relationships 1,158 368 Cannabis Licenses - 1,257 Goodwill - CMI 168,688 10,567 IPR&D 105,985 113,836 NOL - Federal Pre-2018 43,367 43,368 NOL - Federal Post-2017 377,529 295,034 NOL - State 294,183 119,215 Deferred Tax Assets (Liabilities) $ 1,016,867 $ 512,338 Valuation Allowance (1,031,792 ) (517,029 ) Net Deferred Tax Assets (Liabilities) $ (14,926 ) $ (4,691 ) |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under operating leases | Years Ending December 31, 2021 $ 638,586 2022 218,168 Total undiscounted operating lease payments 856,754 Less: imputed interest (85,176 ) Present value of operating lease liability $ 771,578 Weighted-average remaining lease term (years) 1.25 Weighted-average remaining discount rate 15 % |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | ||
Schedule of balance sheets (Unaudited) | As of Previously Adjustments Revised ASSETS Current assets: Cash and cash equivalents $ 237,552 $ - $ 237,552 Accounts receivable, net 540,000 - 540,000 Prepaid expenses 117,604 - 117,604 Related party note receivable 281,771 - 281,771 Assets held for sale, current 7,313,798 - 7,313,798 Total current assets 8,490,725 - 8,490,725 Property and equipment, net 135,000 - 135,000 Intangible assets, net 4,060,431 - 4,060,431 Goodwill 1,190,000 - 1,190,000 Total assets $ 13,876,156 $ - $ 13,876,156 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 3,124,652 $ - $ 3,124,652 Loans payable 286,441 - 286,441 Taxes payable 771 - 771 Note payable, related party 1,457,669 - 1,457,669 Liabilities held for sale, current 677,084 - 677,084 Total current liabilities 5,546,617 - 5,546,617 Notes payable 4,982,944 (850,461 ) 4,132,483 Deferred tax liability 14,926 - 14,926 Total liabilities 10,544,487 (850,461 ) 9,694,026 Commitments and contingencies 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, 120,058,181 and 97,005,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 120,058 - 120,058 Additional paid-in capital 24,622,355 1,359,292 25,981,647 Accumulated deficit (21,410,744 ) (508,831 ) (21,919,575 ) Total shareholders’ equity 3,331,669 850,461 4,182,130 Total liabilities and shareholders’ equity $ 13,876,156 $ - $ 13,876,156 | |
Schedule of operation statement (Unaudited) | For the Previously Adjustments Revised Operating expenses: Personnel costs $ 1,204,621 $ - $ 1,204,621 Sales and marketing 44,049 - 44,049 General and administrative 445,748 - 445,748 Amortization expense 21,832 - 21,832 Legal and professional fees 340,226 - 340,226 Total operating expenses 2,056,476 - 2,056,476 Loss from operations (2,056,476 ) - (2,056,476 ) Other income (expenses): Interest expense (270,552 ) (320,049 ) (590,601 ) Gain on foreign exchange 23,170 - 23,170 Total other expenses (247,382 ) (320,049 ) (567,431 ) Net loss from continuing operations, before taxes (2,303,858 ) (320,049 ) (2,623,907 ) Income taxes - - - Net loss from continuing operations (2,303,858 ) (320,049 ) (2,623,907 ) Net loss from discontinued operations, net of tax 250,092 - 250,092 Net loss $ (2,053,766 ) $ (320,049 ) $ (2,373,815 ) Comprehensive loss from discontinued operations - - - Comprehensive loss $ (2,053,766 ) $ (320,049 ) $ (2,373,815 ) Net loss per common share: Loss from continuing operations - basic and diluted $ (0.02 ) $ (0.00 ) $ (0.02 ) Loss from discontinued operations - basic and diluted $ 0.00 $ - $ 0.00 Loss per common share - basic and diluted $ (0.02 ) $ (0.00 ) $ (0.02 ) Weighted average common shares outstanding—basic and diluted 118,939,488 - 118,939,488 For the Previously Adjustments Revised Operating expenses: Personnel costs $ 2,004,417 $ - $ 2,004,417 Sales and marketing 44,063 - 44,063 General and administrative 2,821,541 - 2,821,541 Amortization expense 21,832 - 21,832 Legal and professional fees 797,772 - 797,772 Total operating expenses 5,689,625 - 5,689,625 Loss from operations (5,689,625 ) - (5,689,625 ) Other income (expenses): Interest expense (644,027 ) (508,831 ) (1,152,858 ) Gain on foreign exchange 46,708 - 46,708 Total other expenses (597,319 ) (508,831 ) (1,106,150 ) Net loss from continuing operations, before taxes (6,286,944 ) (508,831 ) (6,795,775 ) Income taxes - - - Net loss from continuing operations (6,286,944 ) (508,831 ) (6,795,775 ) Net loss from discontinued operations, net of tax 605,394 - 605,394 Net loss $ (5,681,550 ) $ (508,831 ) $ (6,190,381 ) Comprehensive loss from discontinued operations - - - Comprehensive loss $ (5,681,550 ) $ (508,831 ) $ (6,190,381 ) Net loss per common share: Loss from continuing operations - basic and diluted $ (0.06 ) $ (0.00 ) $ (0.06 ) Loss from discontinued operations - basic and diluted $ 0.01 $ - $ 0.01 Loss per common share - basic and diluted $ (0.05 ) $ (0.00 ) $ (0.05 ) Weighted average common shares outstanding—basic and diluted 107,846,167 - 107,846,167 | |
Schedule of shareholders equity (Unaudited) | Common Stock Additional Common Accumulated Total Shares Amount Capital Be Issued Deficit Equity Balance at March 31, 2021 98,497,636 $ 98,498 $ 19,596,807 $ - $ (16,776,121 ) $ 2,919,184 Share issuance 201,586 202 - - - 202 Share issuance related to Cryocann asset purchase 10,000,000 10,000 1,794,500 - - 1,804,500 Share issuance pursuant to employment agreements 6,701,586 6,701 894,000 - - 900,701 Share issuance in exchange for extinguishment of debt 2,500,000 2,500 505,902 - - 508,402 Share issuance in exchange for services 633,125 633 56,867 - - 57,500 Stock-based compensation - - 190,026 - - 190,026 Stock options issued and outstanding - - 710,202 - - 710,202 Net loss - - - - (2,580,857 ) (2,580,857 ) Previously reported balance at June 30, 2021 118,533,933 $ 118,534 $ 23,748,304 $ - $ (19,356,978 ) $ 4,509,860 Adjustments: Interest expense from debt discount amortization related to Beneficial Conversion Feature - - - - (188,782 ) (188,782 ) Beneficial Conversion Feature of Note Payable - - 391,958 - - 391,958 Warrants issued in conjunction with Convertible Notes Payable - - 888,371 - - 888,371 Adjusted balance at June 30, 2021 118,533,933 $ 118,534 $ 25,208,633 $ - $ (19,545,760 ) $ 5,601,407 Share issuance 798,414 798 199,000 - - 199,798 Share issuance in exchange for services 633,707 634 239,853 - - 240,487 Share issuance for interest payment on note payable 92,127 92 23,317 - - 23,409 Stock-based compensation - - 68,628 - - 68,628 Stock options issued and outstanding - - 258,003 - - 258,003 Beneficial Conversion Feature of Note Payable - - 85,250 - - 85,250 Net loss - - - - (2,053,766 ) (2,053,766 ) Balance at September 30, 2021 120,058,181 $ 120,058 $ 25,902,684 $ - $ (21,599,526 ) $ 4,423,216 Adjustments: Interest expense from debt discount amortization related to Beneficial Conversion Feature - - - - (320,049 ) (320,049 ) Beneficial Conversion Feature of Note Payable - - 38,555 - - 38,555 Warrants issued in conjunction with Convertible Notes Payable - - 40,408 - - 40,408 Adjusted balance at September 30, 2021 120,058,181 $ 120,058 $ 25,981,647 $ - $ (21,919,575 ) $ 4,182,130 | |
Schedule of cash flows (Unaudited) | For the Previously Adjustments Revised CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (6,286,944 ) $ (508,831 ) $ (6,795,775 ) Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: Depreciation and amortization expense 21,832 - 21,832 Amortization of debt discount 30,861 508,831 539,692 Stock-based compensation expense 2,400,976 - 2,400,976 Fair value of common stock issued pursuant to service and advisory agreements 291,096 - 291,096 Change in operating assets and liabilities: Prepaid expenses (57,129 ) - (57,129 ) Accounts payable and accrued expenses 876,417 - 876,417 Net cash used in operating activities from continuing operations (2,722,891 ) - (2,722,891 ) Net cash provided by operating activities from discontinued operations (347,204 ) - (347,204 ) Net cash used in operating activities (3,070,095 ) - (3,070,095 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash Payment for CryoCann asset purchase (1,000,000 ) - (1,000,000 ) Issuance of other payable related to CryoCann asset purchase (1,247,684 ) - (1,247,684 ) Purchase of property and equipment (135,000 ) - (135,000 ) Net cash used in investing activities from continuing operations (2,382,684 ) - (2,382,684 ) Net cash used in investing activities from discontinued operations (280,561 ) - (280,561 ) Net cash used in investing activities (2,663,245 ) - (2,663,245 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable, related parties 237,590 - 237,590 Proceeds from issuance of common stock 320,000 - 320,000 Repayment of loans payable, current (40,668 ) - (40,668 ) Proceeds from notes payable 4,900,000 - 4,900,000 Related party note disbursement (281,771 ) - (281,771 ) Net cash provided by financing activities from continuing operations 5,135,151 - 5,135,151 Net cash provided by financing activities from discontinued operations 505,902 - 505,902 Net cash provided by financing activities 5,641,053 - 5,641,053 Net decrease in cash from continuing operations 29,576 - 29,576 Net decrease in cash from discontinued operations (121,863 ) - (121,863 ) Cash at beginning of period 329,839 - 329,839 Cash at end of period $ 237,552 $ - $ 237,552 Supplemental disclosure of cash flow information: Cash paid for interest $ 283,330 $ - $ 283,330 Supplemental disclosure of non-cash investing and financing activities: - Common stock issued pursuant to vesting of restricted stock units $ 2,851,103 $ - $ 2,851,103 | |
Schedule of impact of these adjustments on consolidated financial statements | December 31, 2019 Previously 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. | December 31, 2019 Previously 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 $768,633. |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) | Oct. 15, 2021 | Jul. 15, 2019 | Apr. 23, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 01, 2019 |
Nature of the Business (Details) [Line Items] | ||||||
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. | Good Meds, the operating unit of CMI, is based in Denver, CO, and operates in a 60,000-square-foot cultivation and processing facility. | ||||
Aggregate purchase | $ 3,500,000,000,000 | |||||
Common stock shares (in Shares) | 10,000,000 | |||||
Purchase price amount | $ 2,500,000 | |||||
Subsequent Event [Member] | ||||||
Nature of the Business (Details) [Line Items] | ||||||
Promissory note | $ 1,252,316 | |||||
General Extract, LLC [Member] | ||||||
Nature of the Business (Details) [Line Items] | ||||||
Membership interests acquired | 100.00% | |||||
Critical Mass Industries [Member] | ||||||
Nature of the Business (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,500,000 | |||||
Cash paid | $ 1,999,770 | |||||
Critical Mass Industries [Member] | First Colombia Devco S.A.S [Member] | ||||||
Nature of the Business (Details) [Line Items] | ||||||
Shares issued (in Shares) | 13,553,233 | |||||
Purchase Price [Member] | ||||||
Nature of the Business (Details) [Line Items] | ||||||
Common stock shares (in Shares) | 10,000,000 | |||||
Purchase price amount | $ 1,000,000 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - Schedule of Variable Interest Entity - VIE's [Member] - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 196,445 | $ 467,460 |
Accounts receivable, net | 66,043 | 113,599 |
Inventory, net | 791,868 | 768,633 |
Total current assets | 1,054,356 | 1,349,692 |
Total assets | 1,054,356 | 1,349,692 |
Current liabilities | ||
Accounts payable and accrued expenses | 211,463 | 337,386 |
Total current liabilities | 211,463 | 337,386 |
Total liabilities | 211,463 | 337,386 |
Net assets | $ 842,893 | $ 1,012,306 |
Variable Interest Entity (Det_2
Variable Interest Entity (Details) - Schedule of description of operating results of Variable Interest Entities - VIE's [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity (Details) - Schedule of description of operating results of Variable Interest Entities [Line Items] | ||
Net sales | $ 6,860,282 | $ 3,460,566 |
Cost of goods sold, inclusive of depreciation | 4,901,237 | 2,237,004 |
Gross profit | 1,959,045 | 1,223,562 |
Operating expenses | ||
Personnel costs | 402,389 | 266,165 |
Sales and marketing | 908,502 | 414,210 |
General and administrative | 231,376 | 132,894 |
Legal and professional fees | 156,782 | 81,234 |
Amortization expense | 26,901 | 16,653 |
Total operating expenses | 1,725,950 | 911,156 |
Gain from operations | 233,095 | 312,406 |
Other income / (expense) | ||
Interest expense | (153,592) | (13,013) |
Goodwill impairment | (4,663,514) | |
Intangibles impairment | (361,218) | |
Other income | 3,092 | |
Total other income / (expense) | (5,178,324) | (9,921) |
Net income / (loss) | $ (4,945,229) | $ 302,485 |
Variable Interest Entity (Det_3
Variable Interest Entity (Details) - Schedule of consolidated financial statements - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Previously Reported [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Inventory, net | [1] | $ 340,000 | |||
Accounts receivable, net | [1] | ||||
Total current assets | $ 8,490,725 | 3,933,047 | |||
Goodwill | 1,190,000 | 5,855,748 | |||
Total assets | 13,876,156 | 16,070,008 | |||
Accounts payable and accrued expenses | 3,124,652 | 754,850 | |||
Total current liabilities | 5,546,617 | 1,558,821 | |||
Total liabilities | 10,544,487 | 2,335,588 | |||
Additional paid-in capital | 24,622,355 | 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 | 13,876,156 | 16,070,008 | |||
Non-controlling Interest Adjustment [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
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 | 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] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Inventory, net | [1],[2] | 1,108,633 | |||
Accounts receivable, net | [1],[2] | 113,599 | |||
Total current assets | 8,490,725 | 4,815,279 | [2],[3],[4] | ||
Goodwill | 1,190,000 | 4,663,514 | [2],[3],[4] | ||
Total assets | 13,876,156 | 15,760,006 | [2],[3],[4] | ||
Accounts payable and accrued expenses | 3,124,652 | 1,092,236 | [2],[3],[4] | ||
Total current liabilities | 5,546,617 | 1,896,207 | [2],[3],[4] | ||
Total liabilities | 9,694,026 | 2,672,974 | [2],[3],[4] | ||
Additional paid-in capital | 25,981,647 | 16,894,103 | [2],[3],[4] | ||
Non-controlling interests in consolidated variable interest entity | [2],[3],[4] | ||||
Total shareholders’ equity | [2],[3],[4] | 13,087,032 | |||
Total liabilities and shareholders’ equity | $ 13,876,156 | $ 15,760,006 | [2],[3],[4] | ||
[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 $768,633. | ||||
[2] | There was no impact to the Company’s consolidated statements of operations. | ||||
[3] | There was no impact to the Company’s consolidated statements of operations. | ||||
[4] | There was no impact to the Company’s consolidated statements of operations. |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | ||
Non-controlling Interest Adjustment [Member] | ||||
Revision of Prior Period Financial Statements (Details) [Line Items] | ||||
Accounts receivable, net | $ 113,599 | [1],[2] | $ 113,599 | |
Inventory, net | 768,633 | [1],[2] | 768,633 | |
Accounts payable and accrued expenses | 337,386 | 337,386 | ||
Decrease in goodwill | 1,192,234 | 1,192,234 | ||
Increase in additional-paid-in capital | $ 647,458 | 647,458 | ||
VIE's [Member] | ||||
Revision of Prior Period Financial Statements (Details) [Line Items] | ||||
Accounts receivable, net | 113,599 | $ 113,599 | ||
Inventory, net | $ 768,633 | $ 768,633 | ||
[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] | 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 $768,633. |
Revision of Prior Period Fina_6
Revision of Prior Period Financial Statements (Details) - Schedule of impact of these adjustments on consolidated financial statements - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | [1],[2] | $ 340,000 | |||
Accounts receivable, net | $ 540,000 | [1],[2] | |||
Total current assets | 8,490,725 | 3,933,047 | |||
Goodwill | 1,190,000 | 5,855,748 | |||
Total assets | 13,876,156 | 16,070,008 | |||
Accounts payable and accrued expenses | 3,124,652 | 754,850 | |||
Total current liabilities | 5,546,617 | 1,558,821 | |||
Total liabilities | 10,544,487 | 2,335,588 | |||
Additional paid-in capital | 24,622,355 | 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 | 13,876,156 | 16,070,008 | |||
Non-controlling Interest Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | $ 768,633 | 768,633 | [1],[2] | ||
Accounts receivable, net | 113,599 | 113,599 | [1],[2] | ||
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 | 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] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | [1],[2],[3],[4] | 1,108,633 | |||
Accounts receivable, net | 540,000 | 113,599 | [1],[2],[3],[4] | ||
Total current assets | 8,490,725 | 4,815,279 | [3],[4],[5] | ||
Goodwill | 1,190,000 | 4,663,514 | [3],[4],[5] | ||
Total assets | 13,876,156 | 15,760,006 | [3],[4],[5] | ||
Accounts payable and accrued expenses | 3,124,652 | 1,092,236 | [3],[4],[5] | ||
Total current liabilities | 5,546,617 | 1,896,207 | [3],[4],[5] | ||
Total liabilities | 9,694,026 | 2,672,974 | [3],[4],[5] | ||
Additional paid-in capital | 25,981,647 | 16,894,103 | [3],[4],[5] | ||
Non-controlling interests in consolidated variable interest entity | [3],[4],[5] | ||||
Total shareholders’ equity | [3],[4],[5] | 13,087,032 | |||
Total liabilities and shareholders’ equity | $ 13,876,156 | $ 15,760,006 | [3],[4],[5] | ||
[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] | 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 $768,633. | ||||
[3] | There was no impact to the Company’s consolidated statements of operations. | ||||
[4] | There was no impact to the Company’s consolidated statements of operations. | ||||
[5] | There was no impact to the Company’s consolidated statements of operations. |
Going Concern Uncertainty, Fi_2
Going Concern Uncertainty, Financial Conditions and Management's Plans (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash for operating activities | $ 3,070,095 | $ 3,749,621 |
Net loss | 11,815,907 | |
Accumulated deficit | $ 15,729,194 | |
Private placement amount | 9,954,000 | |
Debt amount | 4,900,000 | |
Management amount | $ 3,000,000 | |
Approximate amount | $3,000,000 | |
Net loss | $ 5,645,288 | |
Accumulated deficit | $ 21,374,482 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Allowance for doubtful accounts | $ 578,188 | $ 606,043 | $ 113,599 | |||
Accounts receivable, net | $ 540,000 | 540,000 | 540,000 | |||
Bad debt expense | 2,415 | $ 34,765 | 954 | $ 42,118 | 188,548 | 15,615 |
Provision for inventory losses | 400,787 | $ 400,787 | 163,800 | |||
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. | 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 (in Shares) | 2,185,000 | 2,453,172 | ||||
Provision for inventory loss | $ 0 | 400,787 | ||||
Fair value measurements, description | Management additionally evaluated the facts and circumstances to determine whether the principal balance of the Notes ($4.9 million and $250K) approximated their fair value. The Notes were issued entirely to unrelated third parties which were deemed to be arm’s length transactions. In addition, the comparable interest rates for loans of similar companies as of the date of the Note issuances range from 10-15% given the liquidity concerns of the Company. The term of the Notes issued range from 8-15 months, which would support the conclusion that the principal balance approximates their fair value given the short-term maturities of each Note. | |||||
CMI Transaction [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Right-of-use assets and corresponding liability | 1,411,461 | $ 1,411,461 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Accounts receivable, net | 38,188 | 38,188 | $ 66,043 | |||
Bad debt expense | $ 2,415 | $ (1,235) | $ 954 | $ 2,118 | ||
CMI Transaction [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Right-of-use assets and corresponding liability | 1,411,461 | |||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Accounts receivable, net | 66,043 | 113,599 | ||||
Bad debt expense | $ 4,548 | $ 15,615 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leasehold improvements [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years | 15 years |
Minimum [Member] | Computer equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Minimum [Member] | Machinery and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Maximum [Member] | Computer equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Maximum [Member] | Furniture and fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | 7 years |
Maximum [Member] | Machinery and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 8 years | 8 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 6 years | 6 years |
Trademark/trade name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets, description | Indefinite | Indefinite |
Developed manufacturing process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets, description | Indefinite |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of disaggregated revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 7,641,737 | $ 3,478,814 |
Medical retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,709,628 | 2,337,024 |
Medical wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,320,644 | 379,706 |
Recreational wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,606,969 | 753,405 |
Other revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 4,496 | $ 8,679 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of disaggregated revenue (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Medical retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Amounts related to VIE | $ 4,698,428 | $ 2,324,024 |
Medical wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Amounts related to VIE | 1,319,944 | 374,458 |
Recreational wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Amounts related to VIE | 837,414 | 753,405 |
Other revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Amounts related to VIE | $ 4,496 | $ 8,679 |
Business Combination (Details)
Business Combination (Details) - USD ($) | Oct. 15, 2021 | Jul. 15, 2019 | Jun. 23, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 23, 2021 |
Business Combination (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 10,000,000 | 13,553,233 | ||||
Cash paid | $ 1,999,770 | |||||
Net income (loss) | $ 4,945,229 | $ 302,485 | ||||
Acquired assets | $ 1,000,000 | $ 4,506 | ||||
Cryocann [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 10,000,000 | |||||
Acquired assets | $ 3,500,000,000,000 | |||||
Promissory note issued | $ 1,252,316 | |||||
Purchase amount | $ 2,500,000 | |||||
CMI Transaction [Member] | ||||||
Business Combination (Details) [Line Items] | ||||||
Number of common stock issued (in Shares) | 13,553,233 |
Business Combination (Details)
Business Combination (Details) - Schedule of purchase price - CMI Transaction [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination (Details) - Schedule of purchase price [Line Items] | ||
Cash | $ 1,999,770 | $ 1,999,770 |
Common stock | 6,776,617 | 6,776,617 |
Total purchase price | $ 8,776,387 | $ 8,776,387 |
Business Combination (Details_2
Business Combination (Details) - Schedule of business combination description - CMI Transaction [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Assets acquired: | ||
Cash | $ 136,654 | $ 136,654 |
Other current assets | 74 | 74 |
Property and equipment, net | 1,985,738 | 1,985,738 |
Intangible assets: | ||
Customer relationships | $ 215,900 | $ 215,900 |
Customer relationships | 6 years | 6 years |
Trademark/trade name | $ 1,340,000 | $ 1,340,000 |
Trademark/trade name | Indefinite | Indefinite |
Developed manufacturing process | $ 1,330,000 | $ 1,330,000 |
Developed manufacturing process | Indefinite | Indefinite |
Goodwill | $ 4,663,514 | $ 4,663,514 |
Right of use asset | 1,411,461 | 1,411,461 |
Deposits | 12,348 | 12,348 |
Total assets acquired | 11,095,689 | 11,095,689 |
Liabilities assumed: | ||
Notes payable | 147,268 | 147,268 |
Notes payable, related parties | 760,573 | 760,573 |
Right of use liability | 1,411,461 | 1,411,461 |
Total liabilities assumed | 2,319,302 | 2,319,302 |
Estimated fair value of net assets acquired | $ 8,776,387 | $ 8,776,387 |
Business Combination (Details_3
Business Combination (Details) - Schedule of below represents the revenue, net loss and loss per share effect of the acquired company - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of below represents the revenue, net loss and loss per share effect of the acquired company [Abstract] | ||
Net Sales | $ 7,641,737 | $ 6,798,227 |
Net loss | $ (11,815,907) | $ (2,459,275) |
Net loss per common share (in Dollars per share) | $ (0.12) | $ (0.02) |
Discontinued Operations (Detail
Discontinued Operations (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($) | Jul. 01, 2019ha | |
General Extract [Member] | ||
Discontinued Operations (Details) [Line Items] | ||
Membership interest acquired | 100.00% | |
Area of land (in Hectares) | ha | 13 | |
Devco discontinued operations [Member] | ||
Discontinued Operations (Details) [Line Items] | ||
Discontinued operations non-cash impairment charges | $ 903 | |
Discontinued operations depreciation expense | $ 368 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of discontinued operations carrying amounts of assets and liabilities - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2019 | [1] |
Assets | |||||
Total current assets held for sale | $ 7,313,798 | $ 6,867,840 | $ 11,845,681 | ||
CMI Transaction [Member] | |||||
Assets | |||||
Accounts receivable, net | 38,188 | 66,043 | 113,599 | ||
Prepaid expenses | 7,601 | 11,588 | |||
Total current assets held for sale | 7,313,798 | 6,867,840 | 11,838,547 | ||
Inventory, net | 1,311,197 | 791,868 | 768,633 | ||
Property and equipment, net | 2,995,332 | 2,714,771 | 2,152,626 | ||
Total assets held for sale | 7,313,798 | 6,867,840 | 11,838,547 | ||
Goodwill | 4,663,514 | ||||
Intangible assets, net | 2,481,128 | 2,481,128 | 2,869,247 | ||
Security deposits | 11,522 | 15,608 | |||
Right of use asset, net | 464,735 | 794,907 | 1,243,732 | ||
Liabilities | |||||
Accounts payable and accrued expenses | 252,882 | 211,463 | 337,386 | ||
Total liabilities held for sale | 677,084 | 1,464,285 | 1,913,433 | ||
Taxes payable | 16,331 | 22,645 | 24,865 | ||
Notes payable, related parties | 458,599 | 307,450 | |||
Right of use liability | 407,871 | 771,578 | 1,243,732 | ||
Net assets | $ 6,636,714 | 5,403,555 | 9,925,114 | ||
Devco discontinued operations [Member] | |||||
Assets | |||||
Cash | $ 18,472 | ||||
Prepaid expenses | 29,980 | ||||
Total 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 expenses | 23,123 | ||||
Total liabilities held for sale | 23,123 | ||||
Net assets | $ 482,091 | ||||
[1] | - Date of Devco disposition |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations [Line Items] | ||||||
Net loss from discontinued operations, net of tax | $ 250,092 | $ (4,634,506) | $ 605,394 | $ (4,862,255) | $ (4,945,229) | $ 280,206 |
Other income (expenses): | ||||||
Net gain / (loss) from discontinued operations | (4,945,229) | 302,485 | ||||
CMI Transaction [Member] | ||||||
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations [Line Items] | ||||||
Sales and marketing | 186,190 | 224,382 | 621,765 | 699,080 | 908,502 | 414,210 |
Interest expense | (153,592) | (13,013) | ||||
Net gain / (loss) from discontinued operations, before taxes | 250,092 | (4,634,506) | 605,394 | (4,862,255) | (4,945,229) | 302,485 |
Income taxes | ||||||
Net sales | 1,399,505 | 1,858,202 | 4,713,077 | 5,187,069 | 6,860,282 | 3,460,566 |
Cost of goods sold, inclusive of depreciation | 857,281 | 1,354,626 | 2,982,974 | 3,982,677 | 4,901,237 | 2,237,004 |
Gross profit | 542,224 | 503,576 | 1,730,103 | 1,204,392 | 1,959,045 | 1,223,562 |
Operating expenses: | ||||||
Personnel costs | 71,085 | 104,021 | 335,182 | 286,788 | 402,389 | 266,165 |
General and administrative | 29,307 | 54,904 | 82,144 | 186,614 | 231,376 | 132,894 |
Legal and professional fees | 5,550 | 56,436 | 35,815 | 77,667 | 156,782 | 81,234 |
Amortization expense | 8,967 | 26,901 | 26,901 | 16,653 | ||
Total operating expenses | 292,132 | 448,710 | 1,074,906 | 1,277,050 | 1,725,950 | 911,156 |
Gain from operations | 250,092 | 54,866 | 655,197 | (72,658) | 233,095 | 312,406 |
Other income (expenses): | ||||||
Goodwill impairment | (4,663,514) | |||||
Intangibles impairment | (361,218) | |||||
Other income | 3,092 | |||||
Total other income (expenses) | (4,689,372) | (49,803) | (4,789,597) | (5,178,324) | (9,921) | |
Net gain / (loss) from discontinued operations | $ 250,092 | $ (4,634,506) | $ 605,394 | $ (4,862,255) | ||
Devco discontinued operations [Member] | ||||||
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations [Line Items] | ||||||
Sales and marketing | 19,716 | |||||
Impairment loss | 903 | |||||
Interest expense | 310 | |||||
Net gain / (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) |
Inventory, Net (Details)
Inventory, Net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods inventory amounts | $ 220,800 | $ 240,000 |
Inventory, Net (Details) - Sche
Inventory, Net (Details) - Schedule of inventory - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory [Abstract] | |||
Finished goods (amounts related to VIE discontinued operations of $431,466 and $416,871, respectively) | $ 1,003,985 | $ 431,466 | $ 920,671 |
Work-in-process inventory grow (amounts related to VIE discontinued operations of $360,402 and $351,762, respectively) | 307,212 | 360,402 | 351,762 |
Provision for inventory losses (amounts related to VIE discontinued operations of $0 and $0, respectively) | (163,800) | ||
Total inventory | $ 1,311,197 | $ 791,868 | $ 1,108,633 |
Inventory, Net (Details) - Sc_2
Inventory, Net (Details) - Schedule of inventory (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory [Abstract] | |||
Finished goods discontinued operations | $ 1,003,985 | $ 431,466 | $ 416,871 |
Work-in-process discontinued operations | $ 307,212 | 360,402 | 351,762 |
Provision for inventory losses discontinued operations | $ 0 | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 0 | $ 0 | $ 0 | $ 131,110 | $ 131,110 | $ 129,067 |
Property and equipment | $ 135,000 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,523,157 | $ 4,107,596 | $ 3,414,341 |
Less: Accumulated depreciation | (1,392,825) | (1,392,825) | (1,261,715) |
Property and equipment, net | 2,714,771 | 2,152,626 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,770,385 | 2,770,385 | 2,223,609 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,207,443 | 1,065,885 | 888,786 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 43,331 | 43,331 | 43,331 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 501,998 | $ 227,995 | $ 258,615 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Carrying value of goodwill | $ 1,190,000 | $ 0 | $ 4,663,514 | |||
Amortization expense including discontinued operations | $ 21,832 | $ 8,967 | $ 21,832 | $ 26,901 | $ 26,901 | $ 16,653 |
Impairment loss, description | the Company recorded an impairment loss of $4,663,514 related to goodwill in accordance with ASC 350-20-35, Intangibles – Goodwill and Other - Goodwill. Additionally, in 2020, the Company recorded an impairment loss of $334,195 related to indefinite-lived intangible assets in accordance with ASC 350-30-35 Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill and an impairment loss of $27,023 related to intangible assets subject to amortization in accordance with ASC 360-10-35, Property, Plant, and Equipment. The fair value of CMI was the expected sales price, which management determined based on offers received and sales negotiations. | the Company recorded an impairment loss of $4,663,514 related to goodwill in accordance with ASC 350-20-35, Intangibles – Goodwill and Other - Goodwill. Additionally, the Company recorded an impairment loss of $334,195 related to indefinite-lived intangible assets in accordance with ASC 350-30-35 Intangibles – Goodwill and Other – General Intangibles Other Than Goodwill and an impairment loss of $27,023 related to intangible assets subject to amortization in accordance with ASC 360-10-35, Property, Plant, and Equipment. The fair value of CMI was the expected sales price, which management determined based on offers received and sales negotiations. | ||||
Amortization expense | $ 8,967 | $ 26,901 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of identifiable intangible assets - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortized | |||
Amortized intangible assets, Carrying Value | $ 4,060,431 | ||
Indefinite-lived | |||
Indefinite-lived Intangible assets, Gross Amount | 6,968,163 | 2,885,900 | $ 2,885,900 |
Indefinite-lived Intangible assets, Accumulated Amortization | (65,386) | (43,554) | (16,653) |
Indefinite-lived intangible assets, Impairment | (361,218) | (361,218) | |
Indefinite-lived intangible assets, Carrying Value | $ 6,541,559 | $ 2,481,128 | $ 2,869,247 |
Customer relationships [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 6 years | 6 years | 6 years |
Amortized intangible assets, Gross Amount | $ 215,900 | $ 215,900 | $ 215,900 |
Amortized intangible assets, Accumulated Amortization | (43,554) | (43,554) | (16,653) |
Amortized intangible assets, Impairment | (27,023) | (27,023) | |
Amortized intangible assets, Carrying Value | 145,323 | 145,323 | 199,247 |
Total amortized [Member] | |||
Amortized | |||
Amortized intangible assets, Gross Amount | 1,089,163 | 215,900 | 215,900 |
Amortized intangible assets, Accumulated Amortization | (65,386) | (43,554) | (16,653) |
Amortized intangible assets, Impairment | (27,023) | (27,023) | |
Amortized intangible assets, Carrying Value | $ 996,754 | $ 145,323 | $ 199,247 |
Trademark/trade name [Member] | |||
Indefinite-lived | |||
Indefinite-lived intangible assets, Estimated Useful Life (Years) | Indefinite | Indefinite | Indefinite |
Indefinite-lived Intangible assets, Gross Amount | $ 1,340,000 | $ 1,340,000 | $ 1,340,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (167,723) | (167,723) | |
Indefinite-lived intangible assets, Carrying Value | $ 1,172,277 | $ 1,172,277 | $ 1,340,000 |
Developed manufacturing process [Member] | |||
Indefinite-lived | |||
Indefinite-lived intangible assets, Estimated Useful Life (Years) | Indefinite | Indefinite | Indefinite |
Indefinite-lived Intangible assets, Gross Amount | $ 1,330,000 | $ 1,330,000 | $ 1,330,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (166,472) | (166,472) | |
Indefinite-lived intangible assets, Carrying Value | 1,163,528 | 1,163,528 | 1,330,000 |
Total indefinite-lived [Member] | |||
Indefinite-lived | |||
Indefinite-lived Intangible assets, Gross Amount | 5,879,000 | 2,670,000 | 2,670,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (334,195) | (334,195) | |
Indefinite-lived intangible assets, Carrying Value | $ 5,544,805 | $ 2,335,805 | $ 2,670,000 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 20, 2021 | Mar. 18, 2021 | Jan. 25, 2021 | Aug. 26, 2020 | Jul. 27, 2020 | Jul. 06, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt (Details) [Line Items] | ||||||||||
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. | The Company underwent a capital raise in 2020 and issued 3,535,665 subscription units, each containing one share of common stock and one warrant share. The warrants have an exercise price of $0.30 and expire November 1, 2022. The fair value of the warrants is $0 as of December 31, 2020. No warrants were exercised during the year ended December 31, 2020. | ||||||||
Issued convertible note (in Shares) | 2,500,000 | |||||||||
Common stock conversion price (in Dollars per share) | $ 0.1 | |||||||||
Net carrying amount | $ 145,833 | $ 52,083 | ||||||||
Convertible note | 250,000 | 250,000 | ||||||||
Unamortized debt discount | $ 104,167 | $ 197,917 | ||||||||
Purchase exercisable (in Shares) | 2,500,000 | |||||||||
Common stock per share (in Dollars per share) | $ 0.25 | |||||||||
Accrues interest | 84.00% | |||||||||
Maturity date | Apr. 7, 2021 | |||||||||
Loan balance | $ 412,560 | |||||||||
Conversion price (in Dollars per share) | $ 0.2 | |||||||||
Warrants exercisable (in Shares) | 2,500,000 | |||||||||
Common stock exercise price per share (in Dollars per share) | $ 0.4 | $ 0.4 | $ 0.25 | |||||||
Accrued interest per annum | 15.00% | |||||||||
Refinanced loan percentage | 93.60% | |||||||||
Maturity date | May 7, 2021 | |||||||||
Note payable | $ 225,000 | |||||||||
Aggregate units (in Shares) | 6,903,172 | |||||||||
Principal amount | $ 1,000 | $ 1,000 | ||||||||
Common stock price per share (in Dollars per share) | $ 0.2 | $ 0.2 | ||||||||
Warrant for purchase shares (in Shares) | 5,000 | 5,000 | ||||||||
Net proceeds | $ 3,000,000 | |||||||||
Proceeds from private placement | $ 4,900,000 | |||||||||
Loan agreement | $ 300,000 | |||||||||
Interest | 91.23% | |||||||||
Repayment loan | $ 286,441 | |||||||||
Convertible Debt [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Conversion price (in Dollars per share) | $ 0.2 | $ 0.2 | ||||||||
Common stock exercise price per share (in Dollars per share) | $ 0.4 | $ 0.4 | ||||||||
Aggregate units (in Shares) | 1,900,000 | |||||||||
Principal amount | $ 1,000 | $ 1,000 | ||||||||
Warrant for purchase shares (in Shares) | 5,000 | 5,000 | ||||||||
Private Placement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Aggregate units (in Shares) | 1,900 | 3,000 | ||||||||
Loan Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Amount of loan agreement | $ 600,000 | |||||||||
Accrued interest per annum | 84.00% | |||||||||
Maturity date | Apr. 27, 2021 | |||||||||
Subscription Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Convertible into shares (in Shares) | 2,500,000 | |||||||||
Conversion price (in Dollars per share) | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 22, 2021 | Feb. 25, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 19, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Note interest | 14.00% | 25.00% | ||||
Common stock price per share (in Dollars per share) | $ 0.25 | |||||
Notes payable, related party | $ 0 | $ 458,599 | $ 307,450 | |||
Shares issued (in Shares) | 2,500,000 | |||||
Note receivable issued | $ 281,771 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan agreement | $ 237,590 | |||||
Restricted Stock Units [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Vested shares (in Shares) | 200,000 | |||||
Converted into common shares (in Shares) | 200,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 29, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Aug. 31, 2019 | Jul. 31, 2019 | Sep. 30, 2021 | Jul. 06, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 10,000 | 790,000 | ||||||||||||||||
Gross proceeds | $ 3,000,000 | |||||||||||||||||
Price per share | $ 0.2 | |||||||||||||||||
issuance costs | $ 72,096 | |||||||||||||||||
Professional fees | $ 395,000 | |||||||||||||||||
Stock-based compensation expense | $ 68,328 | $ 220,399 | $ 1,410,173 | $ 828,830 | $ 734,752 | 0 | ||||||||||||
Fair value of RSU’s vested | 309,790 | 0 | ||||||||||||||||
Unrecognized stock based compensation costs | $ 202,069 | $ 600,241 | 202,069 | 600,241 | 0 | |||||||||||||
Weighted average value | $ 600,241 | |||||||||||||||||
Weighted average expected term | 1 year 2 months 8 days | |||||||||||||||||
Issuance of common stock shares | 10,000,000 | |||||||||||||||||
Transaction shares | 6,903,172 | |||||||||||||||||
Agreements shares | 2,500,000 | |||||||||||||||||
Share exchange for services | 633,125 | |||||||||||||||||
Common stock shares | 798,414 | |||||||||||||||||
Raising capital | 633,707 | |||||||||||||||||
Interest rate | 92,127 | |||||||||||||||||
Fair value of RSU’s vested | $ 0 | $ 144,000 | 2,851,102 | $ 536,810 | ||||||||||||||
Stock Incentive Plan [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Stock-based compensation expense | 1,440,284 | |||||||||||||||||
Stock-based compensation consisted of equity awards granted and vested | 734,752 | |||||||||||||||||
Fair value of RSU’s vested | 150,000 | |||||||||||||||||
Stock options | 555,532 | |||||||||||||||||
Equity Option [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Stock options | $ 555,532 | |||||||||||||||||
Awarded stock options | 3,500,000 | |||||||||||||||||
Stock options exercise price | $ 0.16 | |||||||||||||||||
Expiration date | Oct. 29, 2030 | |||||||||||||||||
Aggregate intrinsic value | $ 140,000 | $ 140,000 | ||||||||||||||||
Executive [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 1,175,549 | 400,000 | ||||||||||||||||
Board [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 757,895 | 200,000 | ||||||||||||||||
Shareholders [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 15,050,000 | |||||||||||||||||
Shares of common stock cancelled | 15,050,000 | |||||||||||||||||
Shareholder One [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 300,000 | |||||||||||||||||
Shares of common stock cancelled | 300,000 | |||||||||||||||||
Raise capital [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 60,000 | 1,491,819 | 3,535,665 | |||||||||||||||
Employees [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 10,000 | |||||||||||||||||
Stock-based compensation consisted of equity awards granted and vested | (19,184) | 1,085,398 | 145,183 | |||||||||||||||
Directors [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Stock-based compensation consisted of equity awards granted and vested | 71,259 | 276,016 | 518,043 | |||||||||||||||
Consultants [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Stock-based compensation consisted of equity awards granted and vested | $ 16,253 | $ 48,759 | $ 71,526 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock shares | 14,325,005 | 13,553,233 | ||||||||||||||||
Gross proceeds | $ 7,162,503 | |||||||||||||||||
Price per share | $ 0.5 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of the company's RSU award activity - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of the company's RSU award activity [Line Items] | |
Outstanding beginning balance | shares | |
Weighted average grant date fair value, beginning balance | $ / shares | |
Granted | shares | 6,603,962 |
Weighted average grant date fair value, Granted | $ / shares | $ 0.44 |
Vested | shares | (1,367,895) |
Weighted average grant date fair value, Vested | $ / shares | $ 0.23 |
Forfeited | shares | (2,782,895) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 0.57 |
Outstanding ending balance | shares | 2,453,172 |
Weighted average grant date fair value, ending balance | $ / shares | $ 0.42 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of stock options activity - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of stock options activity [Line Items] | |
Outstanding beginning balance | |
Weighted average exercise price, beginning balance (in Dollars per share) | $ / shares | |
Granted | 3,500,000 |
Weighted average exercise price, Granted (in Dollars per share) | $ / shares | $ 0.16 |
Exercised | |
Weighted average exercise price, Exercised (in Dollars per share) | $ / shares | |
Forfeited | |
Weighted average exercise price, Forfeited | |
Expired | |
Weighted average exercise price, Expired (in Dollars per share) | $ / shares | |
Outstanding ending balance | 3,500,000 |
Weighted average exercise price, ending balance (in Dollars per share) | $ / shares | $ 0.16 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of fair value of the options was calculated using the Black-Scholes model | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of fair value of the options was calculated using the Black-Scholes model [Abstract] | |
Expected term | 5 years |
Expected volatility | 237.00% |
Expected dividends | 0.00% |
Risk-free rate | 0.40% |
Discount for post-vesting restrictions |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21.00% | 21.00% | |
Net operating loss carry forward | $ 2,004,266 | $ 1,094,388 | |
State net operating losses | 8,042,840 | 2,057,792 | |
Amount of NOLs with no expiration | 1,797,757 | ||
Deferred tax assets net operating losses | 715,079 | 325,097 | |
Valuation allowance | $ 1,031,792 | $ 384,510 | |
Annual effective tax rates percentage | 0.00% | ||
Income tax liability | $ 14,926 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision (benefit) for income taxes - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current (benefit) provision | ||||
Federal | ||||
State | ||||
Total Current | ||||
Deferred (benefit) provision | ||||
Federal | 3,724 | 1,707 | ||
State | 6,511 | 2,984 | ||
Total Deferred | 10,235 | 4,691 | ||
Total Provision | $ 2,985 | $ 10,235 | $ 4,691 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of statutory federal income tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of statutory federal income tax rate [Abstract] | ||
Income Taxes At Statutory Federal Income Tax Rate | $ (2,517,221) | $ (638,414) |
Income Taxes At Statutory Federal Income Tax Rate, Percentage | 21.00% | 21.00% |
State Taxes, Net Of Federal Income Tax Benefit | $ 6,511 | $ 2,984 |
State Taxes, Net Of Federal Income Tax Benefit, Percentage | (0.05%) | (0.10%) |
Meals & Entertainment | $ 261 | $ 1,250 |
Meals & Entertainment, Percentage | 0.00% | (0.04%) |
Penalties and Fines | ||
Penalties and Fines, Percentage | 0.00% | 0.00% |
Return to Provision Adjustment - Permanent Items | ||
Return to Provision Adjustment - Permanent Items, percentage | 0.00% | 0.00% |
Deferred Only Adjustment | $ (228,539) | $ 64,018 |
Deferred Only Adjustment, Percentage | 1.91% | (2.11%) |
Change in Valuation Allowance | $ 200,791 | $ 242,204 |
Change in Valuation Allowance, Percentage | (1.68%) | (7.97%) |
Section 280E Expense Disallowance | $ 2,548,431 | $ 324,745 |
Section 280E Expense Disallowance, Percentage | (21.26%) | (10.68%) |
Other | $ 7,904 | |
Other, Percentage | 0.00% | (0.26%) |
Effective tax | $ 10,235 | $ 4,691 |
Effective tax, Percentage | (0.09%) | (0.16%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of deferred tax assets and liabilities [Abstract] | ||
Stock Compensation | $ 62,606 | |
Fixed Assets - Depreciation - COGS | (60,244) | |
Fixed Assets - Depreciation - Non COGS | 456 | |
Trademark/Trade Name | (4,765) | (1,498) |
Developed Manufacturing Process - Extraction | (31,884) | (10,021) |
Customer Relationships | 1,158 | 368 |
Cannabis Licenses | 1,257 | |
Goodwill - CMI | 168,688 | 10,567 |
IPR&D | 105,985 | 113,836 |
NOL - Federal Pre-2018 | 43,367 | 43,368 |
NOL - Federal Post-2017 | 377,529 | 295,034 |
NOL - State | 294,183 | 119,215 |
Deferred Tax Assets (Liabilities) | 1,016,867 | 512,338 |
Valuation Allowance | (1,031,792) | (517,029) |
Net Deferred Tax Assets (Liabilities) | $ (14,926) | $ (4,691) |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments & Contingencies (Details) [Line Items] | ||||||
Present value of liabilities | $ 150,259 | $ 123,530 | $ 363,707 | $ 344,762 | $ 472,154 | $ 167,729 |
Operating lease cost | 169,326 | 159,525 | 495,360 | 467,607 | 627,132 | 252,290 |
Lease payments | 16,190 | $ 19,584 | $ 46,706 | $ 55,471 | $ 73,777 | $ 23,322 |
Other lease term | 12 months | |||||
Englewood Retail Location [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Expiration date | May 2022 | |||||
Percentage of lease payments increase | 5.00% | |||||
Production Facility Location [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Expiration date | April 2022 | |||||
Percentage of lease payments increase | 5.00% | |||||
Lakewood Retail Location [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Expiration date | March 2021 | |||||
Percentage of lease payments increase | 5.00% | |||||
CMI Transaction [Member] | ||||||
Commitments & Contingencies (Details) [Line Items] | ||||||
Right of use asset, net | $ 1,411,461 | $ 1,411,461 | $ 1,411,461 |
Commitments & Contingencies (_2
Commitments & Contingencies (Details) - Schedule of future minimum lease commitments under operating leases | Dec. 31, 2020USD ($) |
Schedule of future minimum lease commitments under operating leases [Abstract] | |
2021 | $ 638,586 |
2022 | 218,168 |
Total undiscounted operating lease payments | 856,754 |
Less: imputed interest | (85,176) |
Present value of operating lease liability | $ 771,578 |
Weighted-average remaining lease term (years) | 1 year 3 months |
Weighted-average remaining discount rate | 15.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 15, 2021USD ($) | Oct. 10, 2021USD ($)$ / shares | Oct. 26, 2021$ / sharesshares | Oct. 25, 2021$ / sharesshares | Oct. 19, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 03, 2021$ / sharesshares |
Subsequent Events (Details) [Line Items] | |||||||
Convertible note maturity date | Mar. 31, 2022 | ||||||
Conversion price | $ 0.2 | ||||||
Warrants term | 2 years | ||||||
Exercise price (in Shares) | shares | 0.4 | ||||||
Per share | $ 0.25 | ||||||
Shares purchased (in Shares) | shares | 543,000 | ||||||
Exercise price | $ 270,000 | ||||||
Common stock per value | $ 0.25 | ||||||
Repaid principal balance (in Dollars) | $ | $ 286,441 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Gross proceeds (in Dollars) | $ | $ 62,500 | ||||||
Per share | $ 0.35 | $ 0.2 | |||||
Common stock per value | $ 0.2 | ||||||
Converted notes (in Shares) | shares | 24,614,500 | ||||||
Common stock issued (in Shares) | shares | 13,590,000 | ||||||
Related-party note receivable (in Dollars) | $ | $ 281,771 | ||||||
Cryocann Acquisition [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Repaid promissory note (in Dollars) | $ | $ 1,252,316 | ||||||
Investors [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Convertible notes and warrants (in Dollars) | $ | $ 500,000 | ||||||
Number of investors | 2 | ||||||
Minimum [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Common stock per value | 0.5 | ||||||
Maximum [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Common stock per value | $ 0.52 |
Variable Interest Entity (Det_4
Variable Interest Entity (Details) - Schedule of variable interest entity - VIE's [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 117,113 | $ 196,445 |
Accounts receivable, net | 38,188 | 66,043 |
Inventory, net | 1,311,197 | 791,868 |
Total current assets | 1,466,498 | 1,054,356 |
Total assets | 1,466,498 | 1,054,356 |
Current liabilities | ||
Accounts payable and accrued expenses | 252,882 | 211,463 |
Total current liabilities | 252,882 | 211,463 |
Total liabilities | 252,882 | 211,463 |
Net assets | $ 1,213,616 | $ 842,893 |
Variable Interest Entity (Det_5
Variable Interest Entity (Details) - Schedule of description of operating results of variable interest entities - VIE's [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement | ||||
Net sales | $ 1,399,505 | $ 1,858,202 | $ 4,713,077 | $ 5,187,069 |
Cost of goods sold, inclusive of depreciation | 857,281 | 1,354,626 | 2,982,974 | 3,982,677 |
Gross profit | 542,224 | 503,576 | 1,730,103 | 1,204,392 |
Operating expenses: | ||||
Personnel costs | 71,085 | 104,021 | 335,182 | 286,788 |
Sales and marketing | 186,190 | 224,382 | 621,765 | 699,080 |
General and administrative | 29,307 | 54,904 | 82,144 | 186,614 |
Legal and professional fees | 5,550 | 56,436 | 35,815 | 77,667 |
Amortization expense | 8,967 | 26,901 | ||
Total operating expenses | 292,132 | 448,710 | 1,074,906 | 1,277,050 |
Gain / (loss) from operations | 250,092 | 54,866 | 655,197 | (72,658) |
Other income (expenses): | ||||
Interest expense | (25,858) | (49,803) | (126,083) | |
Goodwill impairment | (4,663,514) | (4,663,514) | ||
Total operating expenses | 292,132 | (4,689,372) | (49,803) | (4,789,597) |
Net income from discontinued operations | $ 250,092 | $ (4,634,506) | $ 605,394 | $ (4,862,255) |
Revision of Prior Period Fina_7
Revision of Prior Period Financial Statements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | ||
Non-controlling Interest Adjustment [Member] | ||||
Revision of Prior Period Financial Statements (Details) [Line Items] | ||||
Accounts receivable, net | $ 113,599 | [1],[2] | $ 113,599 | |
Inventory, net | 768,633 | [1],[2] | 768,633 | |
Accounts payable and accrued expenses | 337,386 | 337,386 | ||
Decrease in goodwill | 1,192,234 | 1,192,234 | ||
Increase in additional-paid-in capital | $ 647,458 | 647,458 | ||
VIE's [Member] | ||||
Revision of Prior Period Financial Statements (Details) [Line Items] | ||||
Accounts receivable, net | 113,599 | $ 113,599 | ||
Inventory, net | $ 768,633 | $ 768,633 | ||
[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] | 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 $768,633. |
Revision of Prior Period Fina_8
Revision of Prior Period Financial Statements (Details) - Schedule of balance sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Previously Reported [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | $ 237,552 | $ 329,839 | ||
Accounts receivable, net | 540,000 | [1],[2] | ||
Prepaid expenses | 117,604 | |||
Related party note receivable | 281,771 | |||
Assets held for sale, current | 7,313,798 | |||
Total current assets | 8,490,725 | 3,933,047 | ||
Property and equipment, net | 135,000 | |||
Intangible assets, net | 4,060,431 | |||
Goodwill | 1,190,000 | 5,855,748 | ||
Total assets | 13,876,156 | 16,070,008 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 3,124,652 | 754,850 | ||
Loans payable | 286,441 | |||
Taxes payable | 771 | |||
Note payable, related party | 1,457,669 | |||
Liabilities held for sale, current | 677,084 | |||
Total current liabilities | 5,546,617 | 1,558,821 | ||
Notes payable | 4,982,944 | |||
Deferred tax liability | 14,926 | |||
Total liabilities | 10,544,487 | 2,335,588 | ||
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, 120,058,181 and 97,005,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 120,058 | |||
Additional paid-in capital | 24,622,355 | 16,246,645 | ||
Accumulated deficit | (21,410,744) | |||
Total shareholders’ equity | 3,331,669 | |||
Total liabilities and shareholders’ equity | 13,876,156 | 16,070,008 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | ||||
Accounts receivable, net | ||||
Prepaid expenses | ||||
Related party note receivable | ||||
Assets held for sale, current | ||||
Total current assets | ||||
Property and equipment, net | ||||
Intangible assets, net | ||||
Goodwill | ||||
Total assets | ||||
Current liabilities: | ||||
Accounts payable and accrued expenses | ||||
Loans payable | ||||
Taxes payable | ||||
Note payable, related party | ||||
Liabilities held for sale, current | ||||
Total current liabilities | ||||
Notes payable | (850,461) | |||
Deferred tax liability | ||||
Total liabilities | (850,461) | |||
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, 120,058,181 and 97,005,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||||
Additional paid-in capital | 1,359,292 | |||
Accumulated deficit | (508,831) | |||
Total shareholders’ equity | 850,461 | |||
Total liabilities and shareholders’ equity | ||||
Revised [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 237,552 | $ 329,839 | ||
Accounts receivable, net | 540,000 | 113,599 | [1],[2],[3],[4] | |
Prepaid expenses | 117,604 | |||
Related party note receivable | 281,771 | |||
Assets held for sale, current | 7,313,798 | |||
Total current assets | 8,490,725 | 4,815,279 | [3],[4],[5] | |
Property and equipment, net | 135,000 | |||
Intangible assets, net | 4,060,431 | |||
Goodwill | 1,190,000 | 4,663,514 | [3],[4],[5] | |
Total assets | 13,876,156 | 15,760,006 | [3],[4],[5] | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 3,124,652 | 1,092,236 | [3],[4],[5] | |
Loans payable | 286,441 | |||
Taxes payable | 771 | |||
Note payable, related party | 1,457,669 | |||
Liabilities held for sale, current | 677,084 | |||
Total current liabilities | 5,546,617 | 1,896,207 | [3],[4],[5] | |
Notes payable | 4,132,483 | |||
Deferred tax liability | 14,926 | |||
Total liabilities | 9,694,026 | 2,672,974 | [3],[4],[5] | |
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, 120,058,181 and 97,005,817 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 120,058 | |||
Additional paid-in capital | 25,981,647 | 16,894,103 | [3],[4],[5] | |
Accumulated deficit | (21,919,575) | |||
Total shareholders’ equity | 4,182,130 | |||
Total liabilities and shareholders’ equity | $ 13,876,156 | $ 15,760,006 | [3],[4],[5] | |
[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] | 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 $768,633. | |||
[3] | There was no impact to the Company’s consolidated statements of operations. | |||
[4] | There was no impact to the Company’s consolidated statements of operations. | |||
[5] | There was no impact to the Company’s consolidated statements of operations. |
Revision of Prior Period Fina_9
Revision of Prior Period Financial Statements (Details) - Schedule of balance sheets (Unaudited) (Parentheticals) | Sep. 30, 2021$ / sharesshares |
Previously Reported [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 100,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 120,058,181 |
Common stock, shares outstanding | 97,005,817 |
Revised [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized | 100,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 120,058,181 |
Common stock, shares outstanding | 97,005,817 |
Revision of Prior Period Fin_10
Revision of Prior Period Financial Statements (Details) - Schedule of operation statement (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Previously Reported [Member] | ||
Operating expenses: | ||
Personnel costs | $ 1,204,621 | $ 2,004,417 |
Sales and marketing | 44,049 | 44,063 |
General and administrative | 445,748 | 2,821,541 |
Amortization expense | 21,832 | 21,832 |
Legal and professional fees | 340,226 | 797,772 |
Total operating expenses | 2,056,476 | 5,689,625 |
Loss from operations | (2,056,476) | (5,689,625) |
Other income (expenses): | ||
Interest expense | (270,552) | (644,027) |
Gain on foreign exchange | 23,170 | 46,708 |
Total other expenses | (247,382) | (597,319) |
Net loss from continuing operations, before taxes | (2,303,858) | (6,286,944) |
Income taxes | ||
Net loss from continuing operations | (2,303,858) | (6,286,944) |
Net loss from discontinued operations, net of tax | 250,092 | 605,394 |
Net loss | (2,053,766) | (5,681,550) |
Comprehensive loss from discontinued operations | ||
Comprehensive loss | $ (2,053,766) | $ (5,681,550) |
Net loss per common share: | ||
Loss from continuing operations - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.06) |
Loss from discontinued operations - basic and diluted (in Dollars per share) | 0 | 0.01 |
Loss per common share - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.05) |
Weighted average common shares outstanding—basic and diluted (in Shares) | 118,939,488 | 107,846,167 |
Adjustments [Member] | ||
Operating expenses: | ||
Personnel costs | ||
Sales and marketing | ||
General and administrative | ||
Amortization expense | ||
Legal and professional fees | ||
Total operating expenses | ||
Loss from operations | ||
Other income (expenses): | ||
Interest expense | (320,049) | (508,831) |
Gain on foreign exchange | ||
Total other expenses | (320,049) | (508,831) |
Net loss from continuing operations, before taxes | (320,049) | (508,831) |
Income taxes | ||
Net loss from continuing operations | (320,049) | (508,831) |
Net loss from discontinued operations, net of tax | ||
Net loss | (320,049) | (508,831) |
Comprehensive loss from discontinued operations | ||
Comprehensive loss | $ (320,049) | $ (508,831) |
Net loss per common share: | ||
Loss from continuing operations - basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Loss from discontinued operations - basic and diluted (in Dollars per share) | ||
Loss per common share - basic and diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted average common shares outstanding—basic and diluted (in Shares) | ||
Revised [Member] | ||
Operating expenses: | ||
Personnel costs | $ 1,204,621 | $ 2,004,417 |
Sales and marketing | 44,049 | 44,063 |
General and administrative | 445,748 | 2,821,541 |
Amortization expense | 21,832 | 21,832 |
Legal and professional fees | 340,226 | 797,772 |
Total operating expenses | 2,056,476 | 5,689,625 |
Loss from operations | (2,056,476) | (5,689,625) |
Other income (expenses): | ||
Interest expense | (590,601) | (1,152,858) |
Gain on foreign exchange | 23,170 | 46,708 |
Total other expenses | (567,431) | (1,106,150) |
Net loss from continuing operations, before taxes | (2,623,907) | (6,795,775) |
Income taxes | ||
Net loss from continuing operations | (2,623,907) | (6,795,775) |
Net loss from discontinued operations, net of tax | 250,092 | 605,394 |
Net loss | (2,373,815) | (6,190,381) |
Comprehensive loss from discontinued operations | ||
Comprehensive loss | $ (2,373,815) | $ (6,190,381) |
Net loss per common share: | ||
Loss from continuing operations - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.06) |
Loss from discontinued operations - basic and diluted (in Dollars per share) | 0 | 0.01 |
Loss per common share - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.05) |
Weighted average common shares outstanding—basic and diluted (in Shares) | 118,939,488 | 107,846,167 |
Revision of Prior Period Fin_11
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) [Line Items] | ||||
Balance at beginning shares | $ 4,509,860 | $ 2,919,184 | ||
Adjustments: | ||||
Interest expense from debt discount amortization related to Beneficial Conversion Feature | (320,049) | (188,782) | ||
Beneficial Conversion Feature of Note Payable | 38,555 | |||
Beneficial Conversion Feature of Note Payable | 123,805 | 391,958 | $ 250,000 | $ 250,000 |
Warrants issued in conjunction with Convertible Notes Payable | 40,408 | 888,371 | ||
Adjusted balance amount | 4,182,130 | 5,601,407 | ||
Share issuance | 199,798 | 202 | ||
Share issuance related to Cryocann asset purchase | 1,804,500 | |||
Share issuance pursuant to employment agreements | 900,701 | |||
Share issuance in exchange for extinguishment of debt | 508,402 | |||
Share issuance in exchange for services | 240,487 | 57,500 | ||
Share issuance for interest payment on note payable | 23,409 | |||
Stock-based compensation | 68,628 | 190,026 | ||
Stock options issued and outstanding | 258,003 | 710,202 | ||
Beneficial Conversion Feature of Note Payable | 85,250 | |||
Net loss | (2,053,766) | (2,580,857) | ||
Balance at ending amount | $ 4,423,216 | $ 4,509,860 | ||
Common Stock [Member] | ||||
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) [Line Items] | ||||
Balance at beginning shares (in Shares) | 118,533,933 | 98,497,636 | ||
Balance at beginning shares | $ 118,534 | $ 98,498 | ||
Adjustments: | ||||
Interest expense from debt discount amortization related to Beneficial Conversion Feature | ||||
Beneficial Conversion Feature of Note Payable | ||||
Beneficial Conversion Feature of Note Payable | ||||
Warrants issued in conjunction with Convertible Notes Payable | ||||
Adjusted balance shares (in Shares) | 120,058,181 | 118,533,933 | ||
Adjusted balance amount | $ 120,058 | $ 118,534 | ||
Share issuance (in Shares) | 798,414 | 201,586 | ||
Share issuance | $ 798 | $ 202 | ||
Share issuance related to Cryocann asset purchase (in Shares) | 10,000,000 | |||
Share issuance related to Cryocann asset purchase | $ 10,000 | |||
Share issuance pursuant to employment agreements (in Shares) | 6,701,586 | |||
Share issuance pursuant to employment agreements | $ 6,701 | |||
Share issuance in exchange for extinguishment of debt (in Shares) | 2,500,000 | |||
Share issuance in exchange for extinguishment of debt | $ 2,500 | |||
Share issuance in exchange for services (in Shares) | 633,707 | 633,125 | ||
Share issuance in exchange for services | $ 634 | $ 633 | ||
Share issuance for interest payment on note payable (in Shares) | 92,127 | |||
Share issuance for interest payment on note payable | $ 92 | |||
Stock-based compensation | ||||
Stock options issued and outstanding | ||||
Beneficial Conversion Feature of Note Payable | ||||
Net loss | ||||
Balance at ending shares (in Shares) | 120,058,181 | 118,533,933 | ||
Balance at ending amount | $ 120,058 | $ 118,534 | ||
Additional Paid-In Capital [Member] | ||||
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) [Line Items] | ||||
Balance at beginning shares | 23,748,304 | 19,596,807 | ||
Adjustments: | ||||
Interest expense from debt discount amortization related to Beneficial Conversion Feature | ||||
Beneficial Conversion Feature of Note Payable | 38,555 | |||
Beneficial Conversion Feature of Note Payable | 123,805 | 391,958 | 250,000 | 250,000 |
Warrants issued in conjunction with Convertible Notes Payable | 40,408 | 888,371 | ||
Adjusted balance amount | 25,981,647 | 25,208,633 | ||
Share issuance | 199,000 | |||
Share issuance related to Cryocann asset purchase | 1,794,500 | |||
Share issuance pursuant to employment agreements | 894,000 | |||
Share issuance in exchange for extinguishment of debt | 505,902 | |||
Share issuance in exchange for services | 239,853 | 56,867 | ||
Share issuance for interest payment on note payable | 23,317 | |||
Stock-based compensation | 68,628 | 190,026 | ||
Stock options issued and outstanding | 258,003 | 710,202 | ||
Beneficial Conversion Feature of Note Payable | 85,250 | |||
Net loss | ||||
Balance at ending amount | 25,902,684 | 23,748,304 | ||
Common Stock to Be Issued [Member] | ||||
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) [Line Items] | ||||
Balance at beginning shares | ||||
Adjustments: | ||||
Interest expense from debt discount amortization related to Beneficial Conversion Feature | ||||
Beneficial Conversion Feature of Note Payable | ||||
Beneficial Conversion Feature of Note Payable | ||||
Warrants issued in conjunction with Convertible Notes Payable | ||||
Adjusted balance amount | ||||
Share issuance | ||||
Share issuance related to Cryocann asset purchase | ||||
Share issuance pursuant to employment agreements | ||||
Share issuance in exchange for extinguishment of debt | ||||
Share issuance in exchange for services | ||||
Share issuance for interest payment on note payable | ||||
Stock-based compensation | ||||
Stock options issued and outstanding | ||||
Beneficial Conversion Feature of Note Payable | ||||
Net loss | ||||
Balance at ending amount | ||||
Accumulated Deficit [Member] | ||||
Revision of Prior Period Financial Statements (Details) - Schedule of shareholders equity (Unaudited) [Line Items] | ||||
Balance at beginning shares | (19,356,978) | (16,776,121) | ||
Adjustments: | ||||
Interest expense from debt discount amortization related to Beneficial Conversion Feature | (320,049) | (188,782) | ||
Beneficial Conversion Feature of Note Payable | ||||
Beneficial Conversion Feature of Note Payable | ||||
Warrants issued in conjunction with Convertible Notes Payable | ||||
Adjusted balance amount | (21,919,575) | (19,545,760) | ||
Share issuance | ||||
Share issuance related to Cryocann asset purchase | ||||
Share issuance pursuant to employment agreements | ||||
Share issuance in exchange for extinguishment of debt | ||||
Share issuance in exchange for services | ||||
Share issuance for interest payment on note payable | ||||
Stock-based compensation | ||||
Stock options issued and outstanding | ||||
Beneficial Conversion Feature of Note Payable | ||||
Net loss | (2,053,766) | (2,580,857) | ||
Balance at ending amount | $ (21,599,526) | $ (19,356,978) |
Revision of Prior Period Fin_12
Revision of Prior Period Financial Statements (Details) - Schedule of cash flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Previously Reported [Member] | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (6,286,944) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | |
Depreciation and amortization expense | 21,832 |
Amortization of debt discount | 30,861 |
Stock-based compensation expense | 2,400,976 |
Fair value of common stock issued pursuant to service and advisory agreements | 291,096 |
Change in operating assets and liabilities: | |
Prepaid expenses | (57,129) |
Accounts payable and accrued expenses | 876,417 |
Net cash used in operating activities from continuing operations | (2,722,891) |
Net cash provided by operating activities from discontinued operations | (347,204) |
Net cash used in operating activities | (3,070,095) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash Payment for CryoCann asset purchase | (1,000,000) |
Issuance of other payable related to CryoCann asset purchase | (1,247,684) |
Purchase of property and equipment | (135,000) |
Net cash used in investing activities from continuing operations | (2,382,684) |
Net cash used in investing activities from discontinued operations | (280,561) |
Net cash used in investing activities | (2,663,245) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from note payable, related parties | 237,590 |
Proceeds from issuance of common stock | 320,000 |
Repayment of loans payable, current | (40,668) |
Proceeds from notes payable | 4,900,000 |
Related party note disbursement | (281,771) |
Net cash provided by financing activities from continuing operations | 5,135,151 |
Net cash provided by financing activities from discontinued operations | 505,902 |
Net cash provided by financing activities | 5,641,053 |
Net decrease in cash from continuing operations | 29,576 |
Net decrease in cash from discontinued operations | (121,863) |
Cash at beginning of period | 329,839 |
Cash at end of period | 237,552 |
Supplemental disclosure of cash flow information: | |
Cash paid for interest | 283,330 |
Supplemental disclosure of non-cash investing and financing activities: | |
Common stock issued pursuant to vesting of restricted stock units | 2,851,103 |
Adjustments [Member] | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | (508,831) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | |
Depreciation and amortization expense | |
Amortization of debt discount | 508,831 |
Stock-based compensation expense | |
Fair value of common stock issued pursuant to service and advisory agreements | |
Change in operating assets and liabilities: | |
Prepaid expenses | |
Accounts payable and accrued expenses | |
Net cash used in operating activities from continuing operations | |
Net cash provided by operating activities from discontinued operations | |
Net cash used in operating activities | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash Payment for CryoCann asset purchase | |
Issuance of other payable related to CryoCann asset purchase | |
Purchase of property and equipment | |
Net cash used in investing activities from continuing operations | |
Net cash used in investing activities from discontinued operations | |
Net cash used in investing activities | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from note payable, related parties | |
Proceeds from issuance of common stock | |
Repayment of loans payable, current | |
Proceeds from notes payable | |
Related party note disbursement | |
Net cash provided by financing activities from continuing operations | |
Net cash provided by financing activities from discontinued operations | |
Net cash provided by financing activities | |
Net decrease in cash from continuing operations | |
Net decrease in cash from discontinued operations | |
Cash at beginning of period | |
Cash at end of period | |
Supplemental disclosure of cash flow information: | |
Cash paid for interest | |
Supplemental disclosure of non-cash investing and financing activities: | |
Common stock issued pursuant to vesting of restricted stock units | |
Revised [Member] | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | (6,795,775) |
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations: | |
Depreciation and amortization expense | 21,832 |
Amortization of debt discount | 539,692 |
Stock-based compensation expense | 2,400,976 |
Fair value of common stock issued pursuant to service and advisory agreements | 291,096 |
Change in operating assets and liabilities: | |
Prepaid expenses | (57,129) |
Accounts payable and accrued expenses | 876,417 |
Net cash used in operating activities from continuing operations | (2,722,891) |
Net cash provided by operating activities from discontinued operations | (347,204) |
Net cash used in operating activities | (3,070,095) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash Payment for CryoCann asset purchase | (1,000,000) |
Issuance of other payable related to CryoCann asset purchase | (1,247,684) |
Purchase of property and equipment | (135,000) |
Net cash used in investing activities from continuing operations | (2,382,684) |
Net cash used in investing activities from discontinued operations | (280,561) |
Net cash used in investing activities | (2,663,245) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from note payable, related parties | 237,590 |
Proceeds from issuance of common stock | 320,000 |
Repayment of loans payable, current | (40,668) |
Proceeds from notes payable | 4,900,000 |
Related party note disbursement | (281,771) |
Net cash provided by financing activities from continuing operations | 5,135,151 |
Net cash provided by financing activities from discontinued operations | 505,902 |
Net cash provided by financing activities | 5,641,053 |
Net decrease in cash from continuing operations | 29,576 |
Net decrease in cash from discontinued operations | (121,863) |
Cash at beginning of period | 329,839 |
Cash at end of period | 237,552 |
Supplemental disclosure of cash flow information: | |
Cash paid for interest | 283,330 |
Supplemental disclosure of non-cash investing and financing activities: | |
Common stock issued pursuant to vesting of restricted stock units | $ 2,851,103 |
Revision of Prior Period Fin_13
Revision of Prior Period Financial Statements (Details) - Schedule of impact of these adjustments on consolidated financial statements - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | [1],[2] | $ 340,000 | |||
Accounts receivable, net | $ 540,000 | [1],[2] | |||
Total current assets | 8,490,725 | 3,933,047 | |||
Goodwill | 1,190,000 | 5,855,748 | |||
Total assets | 13,876,156 | 16,070,008 | |||
Accounts payable and accrued expenses | 3,124,652 | 754,850 | |||
Total current liabilities | 5,546,617 | 1,558,821 | |||
Total liabilities | 10,544,487 | 2,335,588 | |||
Additional paid-in capital | 24,622,355 | 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 | 13,876,156 | 16,070,008 | |||
Non-controlling Interest Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | $ 768,633 | 768,633 | [1],[2] | ||
Accounts receivable, net | 113,599 | 113,599 | [1],[2] | ||
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 | 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] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Inventory, net | [1],[2],[3],[4] | 1,108,633 | |||
Accounts receivable, net | 540,000 | 113,599 | [1],[2],[3],[4] | ||
Total current assets | 8,490,725 | 4,815,279 | [3],[4],[5] | ||
Goodwill | 1,190,000 | 4,663,514 | [3],[4],[5] | ||
Total assets | 13,876,156 | 15,760,006 | [3],[4],[5] | ||
Accounts payable and accrued expenses | 3,124,652 | 1,092,236 | [3],[4],[5] | ||
Total current liabilities | 5,546,617 | 1,896,207 | [3],[4],[5] | ||
Total liabilities | 9,694,026 | 2,672,974 | [3],[4],[5] | ||
Additional paid-in capital | 25,981,647 | 16,894,103 | [3],[4],[5] | ||
Non-controlling interests in consolidated variable interest entity | [3],[4],[5] | ||||
Total shareholders’ equity | [3],[4],[5] | 13,087,032 | |||
Total liabilities and shareholders’ equity | $ 13,876,156 | $ 15,760,006 | [3],[4],[5] | ||
[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] | 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. | ||||
[3] | There was no impact to the Company’s consolidated statements of operations. | ||||
[4] | There was no impact to the Company’s consolidated statements of operations. | ||||
[5] | There was no impact to the Company’s consolidated statements of operations. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leasehold improvements [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years | 15 years |
Minimum [Member] | Computer equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Minimum [Member] | Machinery and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Maximum [Member] | Computer equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Maximum [Member] | Furniture and fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | 7 years |
Maximum [Member] | Machinery and equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment [Line Items] | ||
Property, plant and equipment, useful life | 8 years | 8 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 6 years | 6 years |
Trademark/trade name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets, description | Indefinite | Indefinite |
Developed manufacturing process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets, description | Indefinite | |
In process research and development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets, description | Indefinite | |
Patent [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 10 years |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of disaggregated revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,399,505 | $ 1,858,202 | $ 4,713,077 | $ 5,968,524 |
Medical retail [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 943,012 | 1,259,120 | 3,196,912 | 3,542,504 |
Medical wholesale [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 456,540 | 455,521 | 1,525,132 | 1,055,448 |
Recreational wholesale [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (47) | 143,561 | 8,963 | 1,367,831 |
Other revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ (17,930) | $ 2,741 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of disaggregated revenue (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Medical retail [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amounts related to VIE discontinued operations | $ 943,012 | $ 1,259,120 | $ 3,196,912 | $ 3,531,304 |
Medical Wholesale [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amounts related to VIE discontinued operations | 456,540 | 455,521 | 1,525,132 | 1,054,748 |
Recreational wholesale [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amounts related to VIE discontinued operations | 47 | 143,561 | 8,963 | 598,276 |
Other revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amounts related to VIE discontinued operations | $ 0 | $ 0 | $ 17,930 | $ 2,741 |
Business Combination (Details_4
Business Combination (Details) - Schedule of purchase price - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CMI Transaction [Member] | ||
Business Combination (Details) - Schedule of purchase price [Line Items] | ||
Cash | $ 1,999,770 | $ 1,999,770 |
Common stock | 6,776,617 | 6,776,617 |
Total purchase price | 8,776,387 | $ 8,776,387 |
Cryocann Acquisition [Member] | ||
Business Combination (Details) - Schedule of purchase price [Line Items] | ||
Cash | 2,247,684 | |
Common stock | 1,804,500 | |
Promissory Note | 1,220,079 | |
Total purchase price | $ 5,272,263 |
Business Combination (Details_5
Business Combination (Details) - Schedule of business combination description - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CMI Transaction [Member] | ||
Assets acquired: | ||
Cash | $ 136,654 | $ 136,654 |
Other current assets | 74 | 74 |
Property and equipment, net | 1,985,738 | 1,985,738 |
Intangible assets: | ||
Customer relationships | $ 215,900 | $ 215,900 |
Customer relationships weighted average useful life | 6 years | 6 years |
Trademark/trade name | $ 1,340,000 | $ 1,340,000 |
Trademark/trade name weighted average useful life, description | Indefinite | Indefinite |
Developed manufacturing process | $ 1,330,000 | $ 1,330,000 |
Developed manufacturing process weighted average useful life, description | Indefinite | Indefinite |
Goodwill | $ 4,663,514 | $ 4,663,514 |
Right of use asset | 1,411,461 | 1,411,461 |
Deposits | 12,348 | 12,348 |
Total assets acquired | 11,095,689 | 11,095,689 |
Liabilities assumed: | ||
Notes payable | 147,268 | 147,268 |
Notes payable, related parties | 760,573 | 760,573 |
Right of use liability | 1,411,461 | 1,411,461 |
Total liabilities assumed | 2,319,302 | 2,319,302 |
Estimated fair value of net assets acquired | 8,776,387 | $ 8,776,387 |
Cryocann Acquisition [Member] | ||
Intangible assets: | ||
Goodwill | 1,190,000 | |
Total assets acquired | 5,272,263 | |
Liabilities assumed: | ||
In process research and development | $ 3,209,000 | |
In process research and development weighted average useful life, description | Indefinite | |
Patent | $ 873,263 | |
Patent weighted average useful life, description | 10 |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of assets and liabilities related to these CMI discontinued operations - CMI Transaction [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | |||
Accounts receivable, net | $ 38,188 | $ 66,043 | $ 113,599 |
Prepaid expenses | 11,696 | 7,601 | |
Inventory, net | 1,311,197 | 791,868 | 768,633 |
Property and equipment, net | 2,995,332 | 2,714,771 | 2,152,626 |
Intangible assets, net | 2,481,128 | 2,481,128 | 2,869,247 |
Security deposits | 11,522 | 11,522 | |
Right of use asset, net | 464,735 | 794,907 | 1,243,732 |
Total current assets held for sale | 7,313,798 | 6,867,840 | 11,838,547 |
Total assets held for sale | 7,313,798 | 6,867,840 | 11,838,547 |
Liabilities | |||
Accounts payable and accrued expenses | 252,882 | 211,463 | 337,386 |
Taxes payable | 16,331 | 22,645 | 24,865 |
Notes payable, related parties | 458,599 | 307,450 | |
Right of use liability | 407,871 | 771,578 | 1,243,732 |
Total liabilities held for sale | 677,084 | 1,464,285 | 1,913,433 |
Net assets | $ 6,636,714 | $ 5,403,555 | $ 9,925,114 |
Discontinued Operations (Deta_5
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations - CMI Transaction [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations (Details) - Schedule of discontinued operations statements of operations [Line Items] | ||||||
Net sales | $ 1,399,505 | $ 1,858,202 | $ 4,713,077 | $ 5,187,069 | $ 6,860,282 | $ 3,460,566 |
Cost of goods sold, inclusive of depreciation | 857,281 | 1,354,626 | 2,982,974 | 3,982,677 | 4,901,237 | 2,237,004 |
Gross profit | 542,224 | 503,576 | 1,730,103 | 1,204,392 | 1,959,045 | 1,223,562 |
Operating expenses: | ||||||
Personnel costs | 71,085 | 104,021 | 335,182 | 286,788 | 402,389 | 266,165 |
Sales and marketing | 186,190 | 224,382 | 621,765 | 699,080 | 908,502 | 414,210 |
General and administrative | 29,307 | 54,904 | 82,144 | 186,614 | 231,376 | 132,894 |
Legal and professional fees | 5,550 | 56,436 | 35,815 | 77,667 | 156,782 | 81,234 |
Amortization expense | 8,967 | 26,901 | 26,901 | 16,653 | ||
Total operating expenses | 292,132 | 448,710 | 1,074,906 | 1,277,050 | 1,725,950 | 911,156 |
Gain / (loss) from operations | 250,092 | 54,866 | 655,197 | (72,658) | 233,095 | 312,406 |
Other income (expenses): | ||||||
Interest expense | (25,858) | (49,803) | (126,083) | |||
Goodwill impairment | (4,663,514) | (4,663,514) | ||||
Total other expenses | (4,689,372) | (49,803) | (4,789,597) | (5,178,324) | (9,921) | |
Net gain / (loss) from discontinued operations, before taxes | 250,092 | (4,634,506) | 605,394 | (4,862,255) | (4,945,229) | 302,485 |
Income taxes | ||||||
Net loss from discontinued operations | $ 250,092 | $ (4,634,506) | $ 605,394 | $ (4,862,255) |
Inventory, Net (Details) - Sc_3
Inventory, Net (Details) - Schedule of inventory - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory [Abstract] | |||
Finished goods (amounts related to VIE discontinued operations of $1,003,985 and $431,466) | $ 1,003,985 | $ 431,466 | $ 920,671 |
Work-in-process inventory grow (amounts related to VIE discontinued operations of $307,212 and $360,402) | 307,212 | 360,402 | 351,762 |
Total inventory | $ 1,311,197 | $ 791,868 | $ 1,108,633 |
Inventory, Net (Details) - Sc_4
Inventory, Net (Details) - Schedule of inventory (Parentheticals) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory [Abstract] | |||
Finished goods discontinued operations | $ 1,003,985 | $ 431,466 | $ 416,871 |
Work-in-process discontinued operations | $ 307,212 | $ 360,402 | $ 351,762 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,523,157 | $ 4,107,596 | $ 3,414,341 |
Less: Accumulated depreciation | (1,392,825) | (1,392,825) | (1,261,715) |
Property and equipment, net | 3,130,332 | 2,714,771 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,770,385 | 2,770,385 | 2,223,609 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,207,443 | 1,065,885 | 888,786 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 43,331 | 43,331 | 43,331 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 501,998 | $ 227,995 | $ 258,615 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of identifiable intangible assets - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortized | |||
Amortized intangible assets, Carrying Value | $ 4,060,431 | ||
Indefinite-lived | |||
Indefinite-lived Intangible assets, Gross Amount | 6,968,163 | 2,885,900 | $ 2,885,900 |
Indefinite-lived Intangible assets, Accumulated Amortization | (65,386) | (43,554) | (16,653) |
Indefinite-lived intangible assets, Impairment | (361,218) | (361,218) | |
Indefinite-lived intangible assets, Carrying Value | $ 6,541,559 | $ 2,481,128 | $ 2,869,247 |
Customer relationships [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 6 years | 6 years | 6 years |
Amortized intangible assets, Gross Amount | $ 215,900 | $ 215,900 | $ 215,900 |
Amortized intangible assets, Accumulated Amortization | (43,554) | (43,554) | (16,653) |
Amortized intangible assets, Impairment | (27,023) | (27,023) | |
Amortized intangible assets, Carrying Value | $ 145,323 | 145,323 | 199,247 |
Patent [Member] | |||
Amortized | |||
Amortized intangible assets, Estimated Useful Life (Years) | 10 years | ||
Amortized intangible assets, Gross Amount | $ 873,263 | ||
Amortized intangible assets, Accumulated Amortization | (21,832) | ||
Amortized intangible assets, Impairment | |||
Amortized intangible assets, Carrying Value | 851,431 | ||
Total amortized [Member] | |||
Amortized | |||
Amortized intangible assets, Gross Amount | 1,089,163 | 215,900 | 215,900 |
Amortized intangible assets, Accumulated Amortization | (65,386) | (43,554) | (16,653) |
Amortized intangible assets, Impairment | (27,023) | (27,023) | |
Amortized intangible assets, Carrying Value | $ 996,754 | $ 145,323 | $ 199,247 |
In-process research and development [Member] | |||
Indefinite-lived | |||
Indefinite-lived intangible assets, Estimated Useful Life (Years) | Indefinite | ||
Indefinite-lived Intangible assets, Gross Amount | $ 3,209,000 | ||
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | |||
Indefinite-lived intangible assets, Carrying Value | $ 3,209,000 | ||
Trademark/trade name [Member] | |||
Indefinite-lived | |||
Indefinite-lived intangible assets, Estimated Useful Life (Years) | Indefinite | Indefinite | Indefinite |
Indefinite-lived Intangible assets, Gross Amount | $ 1,340,000 | $ 1,340,000 | $ 1,340,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (167,723) | (167,723) | |
Indefinite-lived intangible assets, Carrying Value | $ 1,172,277 | $ 1,172,277 | $ 1,340,000 |
Developed manufacturing process [Member] | |||
Indefinite-lived | |||
Indefinite-lived intangible assets, Estimated Useful Life (Years) | Indefinite | Indefinite | Indefinite |
Indefinite-lived Intangible assets, Gross Amount | $ 1,330,000 | $ 1,330,000 | $ 1,330,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (166,472) | (166,472) | |
Indefinite-lived intangible assets, Carrying Value | 1,163,528 | 1,163,528 | 1,330,000 |
Total indefinite-lived [Member] | |||
Indefinite-lived | |||
Indefinite-lived Intangible assets, Gross Amount | 5,879,000 | 2,670,000 | 2,670,000 |
Indefinite-lived Intangible assets, Accumulated Amortization | |||
Indefinite-lived intangible assets, Impairment | (334,195) | (334,195) | |
Indefinite-lived intangible assets, Carrying Value | $ 5,544,805 | $ 2,335,805 | $ 2,670,000 |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of the company's RSU award activity - $ / shares | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of the company's RSU award activity [Abstract] | |||
Restricted Stock Units, Outstanding beginning balance | 2,185,003 | 2,050,003 | 2,453,175 |
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ 0.45 | $ 0.46 | $ 0.42 |
Restricted Stock Units, Granted | 6,135,000 | 500,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 0.15 | $ 0.14 | |
Restricted Stock Units, Vested | (6,000,000) | (903,172) | |
Weighted Average Grant Date Fair Value, Vested | $ 0.15 | $ 0.16 | |
Restricted Stock Units, Forfeited | |||
Weighted Average Grant Date Fair Value, Forfeited | |||
Restricted Stock Units, Outstanding ending balance | 2,185,003 | 2,185,003 | 2,050,003 |
Weighted Average Grant Date Fair Value, Outstanding ending balance | $ 0.45 | $ 0.45 | $ 0.46 |