Cryomass (CRYM) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 12, 2022
Document Information Line Items
Entity Registrant Name	Cryomass Technologies, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		200,664,498
Amendment Flag	false
Entity Central Index Key	0001533030
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56155
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	82-5051728
Entity Address, Address Line One	1001 Bannock Street
Entity Address, Address Line Two	Suite 612
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80204
Entity Interactive Data Current	Yes
City Area Code	303
Local Phone Number	416-7208

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,594,275	$ 5,772,839
Prepaid expenses	73,178	757,383
Total current assets	3,667,453	6,530,222
Loan receivable	4,218,831	3,600,000
Property and equipment, net	233,641	225,000
Goodwill	1,190,000	1,190,000
Intangible assets, net	4,016,768	4,038,600
Total assets	13,326,693	15,583,822
Current liabilities:
Accounts payable and accrued expenses	1,364,905	1,882,419
Total current liabilities	1,364,905	1,882,419
Notes payable	208,333	177,083
Total liabilities	1,573,238	2,059,052
Commitments and contingencies (Note 15)
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, 199,143,664 and 196,949,801 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	199,144	196,950
Additional paid-in capital	42,215,245	41,916,207
Common stock to be issued	80,208
Accumulated deficit	(30,741,142)	(28,588,837)
Total shareholders’ equity	11,753,455	13,524,320
Total liabilities and shareholders’ equity	$ 13,326,693	$ 15,583,822

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	199,143,664	196,949,801
Common stock, shares outstanding	199,143,664	196,949,801

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Personnel costs	335,230	373,714
General and administrative	295,349	396,470
Legal and professional fees	1,458,257	225,520
Amortization expense	21,832
Research and development	17,122
Total operating expenses	2,127,790	995,704
Loss from operations	(2,127,790)	(995,704)
Other income (expenses):
Interest expense - net	(36,023)	(202,609)
Gain on foreign exchange	11,508	34,770
Total other expenses	(24,515)	(167,839)
Net loss from continuing operations, before taxes	(2,152,305)	(1,163,543)
Income taxes
Net loss from continuing operations	(2,152,305)	(1,163,543)
Net gain from discontinued operations, net of tax		116,616
Net loss	(2,152,305)	(1,046,927)
Comprehensive loss from discontinued operations
Comprehensive loss	$ (2,152,305)	$ (1,046,927)
Net loss per common share:
Loss from continuing operations - basic and diluted (in Dollars per share)	$ (0.01)	$ (0.01)
Gain / (loss) from discontinued operations - basic and diluted (in Dollars per share)
Loss per common share - basic and diluted (in Dollars per share)	$ (0.01)	$ (0.01)
Weighted average common shares outstanding—basic and diluted (in Shares)	198,268,853	98,257,687

Consolidated Statements of Shar

Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Common Stock to be Issued	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 97,006	$ 19,138,947	$ 98,535	$ (15,729,194)	$ 3,605,294
Balance (in Shares) at Mar. 31, 2021	97,005,817
Share issuance from sale of common stock	$ 1,492	207,043	(98,535)		110,000
Share issuance from sale of common stock (in Shares)	1,491,819
Stock-based compensation		250,817			250,817
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 Dec. 31, 2020	98,497,636
Balance at Dec. 31, 2021	$ 196,950	41,916,207		(28,588,837)	13,524,320
Balance (in Shares) at Mar. 31, 2022	196,949,801
Share issuance in exchange for services	$ 458	159,959	80,208		240,625
Share issuance in exchange for services (in Shares)	458,334
Stock-based compensation	$ 1,736	139,079			140,815
Stock-based compensation	1,735,529
Net loss				(2,152,305)	(2,152,305)
Balance at Mar. 31, 2022	$ 199,144	$ 42,215,245	$ 80,208	$ (30,741,142)	$ 11,753,455
Balance (in Shares) at Dec. 31, 2021	199,143,664

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,152,305)	$ (1,163,543)
Adjustments to reconcile net loss to net cash used in operating activities from continuing operations:
Amortization of debt discount	31,250	31,250
Depreciation and amortization expense	21,832
Stock-based compensation expense	140,815	250,817
Fair value of common stock issued pursuant to service and advisory agreements	160,417
Change in operating assets and liabilities:
Prepaid expenses	684,205	30,238
Accounts payable and accrued expenses	(517,514)	190,848
Net cash used in operating activities from continuing operations	(1,631,300)	(660,390)
Net cash provided by / (used in) operating activities from disc ops		194,167
Net cash used in operating activities	(1,631,300)	(466,223)
CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of loans receivable	(618,831)
Purchase of property and equipment	(8,641)
Net cash used in investing activities from continuing operations	(627,472)
Net cash used in investing activities from discontinued operations		(174,003)
Net cash used in investing activities	(627,472)	(174,003)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		110,000
Proceeds from common stock subscribed and to be issued	80,208
Proceeds from loans payable, net of repayment		136,778
Proceeds from notes payable		725,000
Net cash provided by financing activities from continuing operations	80,208	971,778
Net cash provided by financing activities from discontinued operations
Net cash provided by financing activities	80,208	971,778
Net increase / (decrease) in cash from continuing operations	(2,178,564)	311,388
Net increase in cash from discontinued operations		20,164
Cash at beginning of period	5,772,839	329,839
Cash at end of period	3,594,275	661,391
Supplemental disclosure of cash flow information:
Cash paid for interest		125,065
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued pursuant to vesting of restricted stock units	$ 848,500	$ 146,602

Nature of the Business

Nature of the Business	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Nature of the Business	1. Nature of the Business Cryomass Technologies Inc (“Cryomass Technologies” or the “Company”) owns and is developing the strategy to operate patented cryo-mechanical technology is for the separation of plant materials in the harvesting of hemp and cannabis, and potentially other high value crops such as hops. The system exploits CryoMass’s U.S.-patented process for the controlled application of liquid nitrogen to stabilize and separate the structural elements of gross plant material. The device currently under development is scaled for highway transportability and is being optimized for the low-cost collection of fully intact hemp and cannabis trichomes. The functional “beta” machine is expected to be fully field-tested during mid-2022, followed by commercial use of the equipment including revenue generation.

Variable Interest Entity

Variable Interest Entity	3 Months Ended
	Mar. 31, 2022
Variable Interest Entity [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. Beginning July 15, 2019, the Company consolidated Critical Mass Industries LLC DBA Good Meds (“CMI” and/or “Good Meds”) 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. Effective December 31, 2021, we entered into a restated and amended administrative services agreement, terminated our license and marketing agreements, and restated the asset purchase agreement with CMI and affiliates. As a result of these agreements, we disposed of all CMI-related assets and extinguished any and all related obligations. For clarity, we have no management or operations decision-making right or responsibility, nor any access to future economic benefits from operation of the assets. Therefore, upon commencing these agreements, we determined that CMI no longer qualifies as a variable interest entity as of December 31, 2021. CMI Statement of Operations For the Three Months Ended Description 2022 2021 Net sales $ - $ 1,695,925 Cost of goods sold, inclusive of depreciation - 1,118,735 Gross profit $ - $ 577,190 Operating expenses Personnel costs - 154,460 Sales and marketing - 226,347 General and administrative - 28,988 Legal and professional fees - 21,515 Total operating expenses - 431,310 Gain from operations $ - $ 145,880 Other income / (expense) Interest expense - (29,264 ) Total other income / (expense) - (29,264 ) Net loss - 116,616 As a result of new agreements entered with CMI on December 31, 2021, as further detailed in Note 1 above, we disposed of all CMI-related assets and extinguished any and all related obligations in exchange for a $3,600,000 promissory note due to us no later than December 31, 2023.

Going Concern Uncertainty, Fina

Going Concern Uncertainty, Financial Conditions and Management’s Plans	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern Uncertainty, Financial Conditions and Management’s Plans	3. Going Concern Uncertainty, Financial Conditions and Management’s Plans The Company believes it has sufficient cash available to fund its anticipated level of operations for at least the next twelve months. During the year ended 2021, the Company raised $10,548,535 in common stock and $4,900,000 in convertible notes which were all converted to common stock. While management believes the Company has sufficient cash available to support an anticipated level of operations for at least the next twelve months, 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 payment of our note receivable from CMI , and ultimately the attainment of profitable operations. For the three months ended March 31, 2022, our company used $1,631,300 of cash for operating activities, incurred a net loss of $2,152,305 and has an accumulated deficit of $30,741,142 since inception. On March 11, 2020, the 2019 novel coronavirus (“COVID-19) was characterized as a “pandemic.” The Company’s operations were impacted during the year 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 March 31, 2022 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	4. 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 Cryomass Technologies Inc, Cryomass LLC, and CMI, a VIE for which the Company was 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. Effective December 31, 2021, the Company entered into an asset purchase agreement involving its VIE with Critical Mass Industries, Inc. and John Knapp, the sole shareholder of Critical Mass Industries, Inc., to divest its discontinued operations in cannabis cultivation, where the buyer assumes all assets and liabilities from the Company. Therefore, with regards to both criteria discussed above, the Company no longer has the power to direct activities, absorb losses, or receive benefits from the VIE and as such will no longer consolidate with CMI. 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. Additionally, the company entered into a $3,600,000 loan receivable in conjunction with the disposal of discontinued operations at the end of 2021, which is backed by the assets of the discontinued operations, should the borrower default. Aside from these items, the Company does not believe it is exposed to any unusual credit risk. 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. 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. 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 will periodically conduct a thorough review of its inventory and record a provision for inventory losses if necessary. This is 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 Discontinued Operations For the three months ended March 31, 2021, Company’s revenue consisted of sales of cannabis and ancillary products to both retail consumers and wholesale customers. Revenue for retail customers was 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 was 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 was recognized upon transfer of control of promised products to customers, generally as risk of loss passes, in an amount that reflected the consideration the Company expected to receive in exchange for those products. Taxes collected from customers, which was subsequently remitted to governmental authorities, were excluded from revenue. Retail customer loyalty liabilities were recognized in the period in which they were incurred and were often be retired without being utilized. Shipping and handling costs were expensed as incurred and are included in cost of sales. The Company operated in a highly regulated environment in which state regulatory approval was 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 Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, research and development 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 and Cryocann. 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. Discontinued Operations 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. Other Expense, net Other expense, net consisted of interest expense, other income and (loss) 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. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. 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 consists of in process research and development. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in process research and development is placed in service, it will be amortized over the estimated useful life. 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 Patent 10 years In process research and development 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. Management concluded that there were no events indicative of goodwill impairment during the three months ended March 31, 2022. Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization Indefinite-lived intangible assets and intangible assets subject to amortization 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 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 Management concluded that there were no events indicative of identifiable intangible asset impairment during the three months ended March 31, 2022. 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, and notes 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 our convertible notes and common stock that were issued with warrants 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 evaluates the facts and circumstances to determine whether the principal balance of convertible notes approximate their fair value, which we have concluded for all convertible notes issued. Net Loss per Share The Company follows ASC 260, Earnings Per Share 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).

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	5. Revenue Recognition Disaggregated Revenue The following amounts relate to discontinued operations from our CMI VIE disposed of on December 31, 2021. For the Three Months Ended 2022 2021 Types of Revenues: Medical retail $ - $ 1,130,504 Medical wholesale - 556,310 Recreational wholesale - 9,010 Total revenues $ - $ 1,130,504

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2022
Business Combination [Abstract]
Business Combination	6. Business Combination On June 22, 2021, the Company entered into an Asset 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 aggregate purchase price was $3,500,000 million in cash and 10,000,000 shares of Company common stock 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 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 As if the acquisition occurred on January 1, 2021, as reported in our pro forma basis, our net loss would have been $2,025,847 and our net loss per common share would have been $0.02 for the three months ended March 31, 2021. Our net sales would have remained unchanged during the period. 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.

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2022
Discontinued Operations [Abstract]
Discontinued Operations	7. 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 CMI. 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. The consolidated statements of operations include the following operating results related to these CMI discontinued operations: Three Months Ended 2022 2021 Net sales $ - $ 1,695,925 Cost of goods sold, inclusive of depreciation - 1,118,735 Gross profit - 577,190 Operating expenses: Personnel costs - 154,460 Sales and marketing - 226,347 General and administrative - 28,988 Legal and professional fees - 21,515 Total operating expenses - 431,310 Gain / (loss) from operations - 145,880 Other income (expenses): Interest expense - (29,264 ) Total other expenses - (29,264 ) Net gain / (loss) from discontinued operations, before taxes - 116,616 Income taxes - - Net gain / (loss) from discontinued operations $ - $ 116,616

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	8. Property and Equipment, Net Property and equipment, net consisted of the following. March 31, December 31, Leasehold improvements $ - $ - Machinery and equipment 233,641 225,000 Furniture and fixtures - - Construction in progress - - 233,641 225,000 Less: Accumulated depreciation - - $ 233,641 $ 225,000 As of March 31, 2022, our machinery and equipment was not capable of producing a unit of product that is saleable. Depreciation expense will be recognized once our machinery and equipment is ready for its intended use.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	9. Goodwill and Intangible Assets The carrying value of goodwill was $1,190,000 as of March 31, 2022 and December 31, 2021. The following tables summarize information relating to the Company’s identifiable intangible assets as of March 31, 2022 and December 31, 2021: March 31, 2022 Estimated Gross Accumulated Carrying Amortized Patent 10 years $ 873,263 $ (65,495 ) $ 807,768 Indefinite-lived In-process research and development Indefinite 3,209,000 - 3,209,000 Total identifiable intangible assets $ 4,082,263 $ (65,495 ) $ 4,016,768 December 31, 2021 Estimated Gross Accumulated Carrying Amortized Patent 10 years $ 873,263 $ (43,663 ) $ 829,600 Indefinite-lived In-process research and development Indefinite 3,209,000 - 3,209,000 Total identifiable intangible assets $ 4,082,263 $ (43,663 ) $ 4,038,600 Amortization expense was $21,832 and $0 for the three months ended March 31, 2022 and 2021, respectively.

Loans Receivable

Loans Receivable	3 Months Ended
	Mar. 31, 2022
Loan Receivable [Abstract]
Loans Receivable	10. Loans Receivable As a result of new agreements entered with CMI on December 31, 2021, as further detailed in Note 1 above, we received a $3,600,000 promissory note due to us no later than December 31, 2023. In consideration of the loan receivable, we conveyed to CMI, any and all manufacturing, grow equipment, retail-related assets and other assets Seller owns in the state of Colorado and are currently used by CMI subsidiaries in the course of business, including client lists and appertaining intellectual property, and no other Buyer or Parent assets, as well as all liabilities related to these assets. During the quarter, the Company issued an additional $620,000 in loans to CMI.

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	11. 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. 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. The Initial Convertible Term Notes and the Initial Warrants mature on March 31, 2022 and March 31, 2023, respectively, and accrued interest at a rate of 12% per annum payable on a quarterly basis. 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. The Convertible Term Notes and Warrants mature on September 30, 2022 and April 30, 2023, respectively, and accrued interest at a rate of 12% per annum payable on a quarterly basis. All notes were converted during the fourth quarter of 2021. On August 20, 2021, the Company entered into a $300,000 loan agreement, which accrued interest at 91.23% per annum. Payment is due on a weekly basis up to the maturity date of May 27, 2021. The loan was fully repaid on October 19, 2021.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions 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. On November 15, 2021, the Company issued 250,000 common shares and warrants, respectively, to Christian Noel in exchange for $50,000. In addition, the Company issued 760,000 common shares and warrants, respectively, to Trichome Capital Inc. in exchange for $152,000. Christian Noel has voting and investment control of Trichome Capital Inc.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Equity	13. Shareholders’ Equity 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. From October to December 2021, the Company issued 50,700,000 shares of common stock in order to raise capital, 1,570,501 shares of common stock in exchange for services, and 24,621,119 shares of common stock in exchange for extinguishment of debt. From January to March 2022, the Company issued 458,334 shares of common stock in exchange for services, 550,000 shares of common stock for 2021 management performance bonuses, 185,529 shares of common stock for director compensation, and 1,000,000 shares of common stock for 2020 RSU grants vesting in January 2022. 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. On January 10, 2022, the shareholders approved the 2022 Stock Incentive Plan which then replaced the 2019 Plan. A summary of the Company’s RSU award activity for the three months ended March 31, 2022 is as follows: Restricted Weighted Outstanding at December 31, 2021 2,200,003 $ 0.45 Granted 1,469,511 0.27 Vested (1,735,529 ) 0.49 Forfeited - - Outstanding at March 31, 2022 1,933,982 $ 0.27 The total fair value of RSUs vested during the three months ending March 31, 2022 and 2021 was $848,600 and $146,602, respectively. As of March 31, 2022 and 2021, there was $187,761 and $472,087, respectively, 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 $140,815 and $250,817 for the three months ending March 31, 2022 and 2021, respectively. Stock-based compensation for the three months ending March 31, 2022 consisted of equity awards forfeited, granted and vested to employees, directors and consultants of the Company in the amount of $27,179, $108,771, and $4,866, respectively. Expenses for stock-based compensation are included on the accompanying consolidated statements of operations in general and administrative expense. Stock Option Awards A summary of the Company’s stock option activity for the three months ended March 31, 2022 is as follows: Stock Weighted Weighted Aggregate Outstanding at December 31, 2021 8,500,000 $ 0.18 9.2 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2022 8,500,000 $ 0.18 9.0 $ 1,579,108 During the three months ended March 31, 2022 and 2021, the Company did not issue any stock options. During the year ended December 31, 2021, the Company issued warrants with the option to purchase 73,950,000 common shares at an exercise price of $0.40 per share. Of these warrants, 15,000,000 shares expire on March 31, 2023, 9,500,000 expire on April 30, 2023, 1,000,000 expire on September 17, 2023, 7,750,000 expire on October 15, 2023, 9,510,000 expire on October 26, 2023, 190,000 expire on November 2, 2023, 27,060,000 expire on November 10, 2023, 1,940,000 expire on November 15, 2023, and 750,000 expire on November 17, 2023. The fair value of these warrants is $1,867,960, which is reflected in additional paid in capital.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	14. 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 three months ended March 31, 2022 was 0.0%, As of March 31, 2022, the Company has recorded no income tax liability.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	15. 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 $0 and $14,392 for the three months ended March 31, 2022 and 2021, respectively. An ROU asset of $1,411,461 was recognized upon the CMI Transaction. The right of use assets and lease liabilities assumed from the CMI transaction were disposed of as part of the disposal of our discontinued operations, which is described in further detail above. The present value of the liabilities decreased by $0 and $132,230 for the three months ended March 31, 2022 and 2021, respectively. This balance is included in the operating section of the statement of cash flows for three months ended March 31, 2022 and 2021. Operating lease cost was approximately $0 and $ 159,5254 The Company does not have any leases that have not yet commenced which are significant. Legal Proceedings We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events Subsequent to March 31, 2022, the Company issued 1,091,667 shares of common stock. 291,667 shares were issued at $0.35 per share in exchange for services, 800,000 shares were issued to three directors and one executive officer at $0.28 per share, and 200,000 shares were issued to an executive officer at $0.25 per share. Subsequent to March 31, 2022, the Company purchased property and equipment associated with testing of our processing equipment for a total value of $115,945. On April 5, 2022, the Company granted 500,000 shares for director services. The shares will vest on January 1, 2023.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Cryomass Technologies Inc, Cryomass LLC, and CMI, a VIE for which the Company was 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. Effective December 31, 2021, the Company entered into an asset purchase agreement involving its VIE with Critical Mass Industries, Inc. and John Knapp, the sole shareholder of Critical Mass Industries, Inc., to divest its discontinued operations in cannabis cultivation, where the buyer assumes all assets and liabilities from the Company. Therefore, with regards to both criteria discussed above, the Company no longer has the power to direct activities, absorb losses, or receive benefits from the VIE and as such will no longer consolidate with CMI.
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to determining the fair value of the assets acquired and liabilities assumed in acquisition, determining the fair value and potential impairment of inventory, determining the useful lives and potential impairment of long-lived assets and potential impairment of goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Reclassifications	Reclassifications Certain items in the 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. Additionally, the company entered into a $3,600,000 loan receivable in conjunction with the disposal of discontinued operations at the end of 2021, which is backed by the assets of the discontinued operations, should the borrower default. Aside from these items, the Company does not believe it is exposed to any unusual credit risk.
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.
Variable Interest Entities	Variable Interest Entities The Company accounts for variable interest entities in accordance with FASB ASC Topic 810, Consolidation
Accounts Receivable, net	Accounts Receivable, net Accounts receivable, net is comprised of balances due from customers and are recorded at the invoiced amount. Past due balances are determined based on the contractual terms of the arrangements. Accounts receivable are accrued against when management determines, after considering economic and business conditions and all means of collection efforts have been exhausted and the potential for recovery is considered remote, that the collection of receivables is doubtful.
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 will periodically conduct a thorough review of its inventory and record a provision for inventory losses if necessary. This is 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
Discontinued Operations	Discontinued Operations For the three months ended March 31, 2021, Company’s revenue consisted of sales of cannabis and ancillary products to both retail consumers and wholesale customers. Revenue for retail customers was 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 was 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 was recognized upon transfer of control of promised products to customers, generally as risk of loss passes, in an amount that reflected the consideration the Company expected to receive in exchange for those products. Taxes collected from customers, which was subsequently remitted to governmental authorities, were excluded from revenue. Retail customer loyalty liabilities were recognized in the period in which they were incurred and were often be retired without being utilized. Shipping and handling costs were expensed as incurred and are included in cost of sales. The Company operated in a highly regulated environment in which state regulatory approval was 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 Operating Expenses Operating expenses encompass personnel costs, sales and marketing expenses, research and development 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 and Cryocann. 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. Discontinued Operations 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. Other Expense, net Other expense, net consisted of interest expense, 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. For stock options, the Company engages a valuation firm to calculate the grant date fair value of the options issued. 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	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 consists of in process research and development. Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition. Once in process research and development is placed in service, it will be amortized over the estimated useful life. 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 Patent 10 years In process research and development 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. Management concluded that there were no events indicative of goodwill impairment during the three months ended March 31, 2022.
Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization	Indefinite-Lived Intangible Assets and Intangible Assets Subject to Amortization Indefinite-lived intangible assets and intangible assets subject to amortization 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 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 Management concluded that there were no events indicative of identifiable intangible asset impairment during the three months ended March 31, 2022.
Income Taxes	Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes
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, and notes 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 our convertible notes and common stock that were issued with warrants 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 evaluates the facts and circumstances to determine whether the principal balance of convertible notes approximate their fair value, which we have concluded for all convertible notes issued.
Net Loss per Share	Net Loss per Share The Company follows ASC 260, Earnings Per Share
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).

Variable Interest Entity (Table

Variable Interest Entity (Tables)	3 Months Ended
	Mar. 31, 2022
Variable Interest Entity [Abstract]
Schedule of determined that CMI no longer qualifies as a variable interest entity	CMI Statement of Operations For the Three Months Ended Description 2022 2021 Net sales $ - $ 1,695,925 Cost of goods sold, inclusive of depreciation - 1,118,735 Gross profit $ - $ 577,190 Operating expenses Personnel costs - 154,460 Sales and marketing - 226,347 General and administrative - 28,988 Legal and professional fees - 21,515 Total operating expenses - 431,310 Gain from operations $ - $ 145,880 Other income / (expense) Interest expense - (29,264 ) Total other income / (expense) - (29,264 ) Net loss - 116,616

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
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
Schedule of estimated useful lives of intangible assets	Estimated Patent 10 years In process research and development Indefinite

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of amounts relate to discontinued operations	For the Three Months Ended 2022 2021 Types of Revenues: Medical retail $ - $ 1,130,504 Medical wholesale - 556,310 Recreational wholesale - 9,010 Total revenues $ - $ 1,130,504

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination [Abstract]
Schedule of purchase price	Cash $ 2,247,684 Common stock 1,804,500 Promissory Note 1,220,079 Total purchase price $ 5,272,263
Schedule of business combination	Description Fair Value Weighted 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

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2022
Discontinued Operations [Abstract]
Schedule of CMI discontinued operations	Three Months Ended 2022 2021 Net sales $ - $ 1,695,925 Cost of goods sold, inclusive of depreciation - 1,118,735 Gross profit - 577,190 Operating expenses: Personnel costs - 154,460 Sales and marketing - 226,347 General and administrative - 28,988 Legal and professional fees - 21,515 Total operating expenses - 431,310 Gain / (loss) from operations - 145,880 Other income (expenses): Interest expense - (29,264 ) Total other expenses - (29,264 ) Net gain / (loss) from discontinued operations, before taxes - 116,616 Income taxes - - Net gain / (loss) from discontinued operations $ - $ 116,616

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, net	March 31, December 31, Leasehold improvements $ - $ - Machinery and equipment 233,641 225,000 Furniture and fixtures - - Construction in progress - - 233,641 225,000 Less: Accumulated depreciation - - $ 233,641 $ 225,000

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of identifiable intangible assets	March 31, 2022 Estimated Gross Accumulated Carrying Amortized Patent 10 years $ 873,263 $ (65,495 ) $ 807,768 Indefinite-lived In-process research and development Indefinite 3,209,000 - 3,209,000 Total identifiable intangible assets $ 4,082,263 $ (65,495 ) $ 4,016,768 December 31, 2021 Estimated Gross Accumulated Carrying Amortized Patent 10 years $ 873,263 $ (43,663 ) $ 829,600 Indefinite-lived In-process research and development Indefinite 3,209,000 - 3,209,000 Total identifiable intangible assets $ 4,082,263 $ (43,663 ) $ 4,038,600

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of the company's RSU award activity	Restricted Weighted Outstanding at December 31, 2021 2,200,003 $ 0.45 Granted 1,469,511 0.27 Vested (1,735,529 ) 0.49 Forfeited - - Outstanding at March 31, 2022 1,933,982 $ 0.27
Schedule of stock options activity	Stock Weighted Weighted Aggregate Outstanding at December 31, 2021 8,500,000 $ 0.18 9.2 $ 1,579,108 Granted and vested - - - - Forfeited - - - - Outstanding at March 31, 2022 8,500,000 $ 0.18 9.0 $ 1,579,108

Variable Interest Entity (Detai

Variable Interest Entity (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Variable Interest Entity [Abstract]
Promissory note due	$ 3,600,000
Due date	Dec. 31, 2023

Variable Interest Entity (Det_2

Variable Interest Entity (Details) - Schedule of determined that CMI no longer qualifies as a variable interest entity - VIE's [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Variable Interest Entity [Line Items]
Net sales		$ 1,695,925
Cost of goods sold, inclusive of depreciation		1,118,735
Gross profit		577,190
Operating expenses
Personnel costs		154,460
Sales and marketing		226,347
General and administrative		28,988
Legal and professional fees		21,515
Total operating expenses		431,310
Gain from operations		145,880
Other income / (expense)
Interest expense		(29,264)
Total other income / (expense)		(29,264)
Net loss		$ 116,616

Going Concern Uncertainty, Fi_2

Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) [Line Items]
Convertible notes		$ 4,900,000
Cash for operating activities	$ 1,631,300
Incurred net loss	2,152,305
Accumulated deficit	$ 30,741,142
Common Stock [Member]
Going Concern Uncertainty, Financial Conditions and Management’s Plans (Details) [Line Items]
Raised common stock amount		$ 10,548,535

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Loan receivable (in Dollars)		$ 3,600,000
Income taxes, description	In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.
Unvested RSU’s considered potentially dilutive securities outstanding	1,933,982	2,050,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful life of property and equipment	3 Months Ended
	Mar. 31, 2022
Computer equipment [Member] | Minimum [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
Computer equipment [Member] | Maximum [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
Furniture and fixtures [Member] | Minimum [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
Furniture and fixtures [Member] | Maximum [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
Machinery and equipment [Member] | Minimum [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
Machinery and equipment [Member] | Maximum [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
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

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of intangible assets	3 Months Ended
	Mar. 31, 2022
Schedule of estimated useful lives of intangible assets [Abstract]
Patent	10 years
In process research and development	Indefinite

Revenue Recognition (Details) -

Revenue Recognition (Details) - Schedule of amounts relate to discontinued operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues		$ 1,130,504
Medical retail [Member]
Disaggregation of Revenue [Line Items]
Total revenues		1,130,504
Medical wholesale [Member]
Disaggregation of Revenue [Line Items]
Total revenues		556,310
Recreational wholesale [Member]
Disaggregation of Revenue [Line Items]
Total revenues		$ 9,010

Business Combination (Details)

Business Combination (Details) - USD ($)	Oct. 15, 2021	Jun. 22, 2021	Jan. 01, 2021	Mar. 31, 2021	Apr. 23, 2021
Business Combination [Abstract]
Aggregate purchase price		$ 3,500,000,000,000
Shares of common stock (in Shares)		10,000,000
Promissory note issued	$ 1,252,316
Purchase price					$ 2,500,000
Net loss			$ 2,025,847
Net loss per share (in Dollars per share)				$ 0.02

Business Combination (Details)

Business Combination (Details) - Schedule of purchase price - Cryocann Acquisition [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
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_2

Business Combination (Details) - Schedule of business combination - Cryocann Acquisition [Member]	3 Months Ended
	Mar. 31, 2022USD ($)
Intangible assets:
In process research and development, Fair Value	$ 3,209,000
In process research and development, Weighted average useful life (in years)	Indefinite
Patent, Fair Value	$ 873,263
Patent, Weighted average useful life (in years)	10 years
Goodwill, Fair Value	$ 1,190,000
Total assets acquired, Fair Value	$ 5,272,263

Discontinued Operations (Detail

Discontinued Operations (Details) - Schedule of CMI discontinued operations - CMI Transaction [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Discontinued Operations (Details) - Schedule of CMI discontinued operations [Line Items]
Net sales		$ 1,695,925
Cost of goods sold, inclusive of depreciation		1,118,735
Gross profit		577,190
Operating expenses:
Personnel costs		154,460
Sales and marketing		226,347
General and administrative		28,988
Legal and professional fees		21,515
Total operating expenses		431,310
Gain / (loss) from operations		145,880
Other income (expenses):
Interest expense		(29,264)
Total other expenses		(29,264)
Net gain / (loss) from discontinued operations, before taxes		116,616
Income taxes
Net gain / (loss) from discontinued operations		$ 116,616

Property and Equipment, Net (De

Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 233,641	$ 225,000
Less: Accumulated depreciation
Property and equipment, net	233,641	225,000
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	233,641	225,000
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Carrying value of goodwill	$ 1,190,000		$ 1,190,000
Amortization expense	$ 21,832	$ 0

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details) - Schedule of identifiable intangible assets - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Indefinite-lived
Indefinite-lived Intangible assets, Gross Amount	$ 4,082,263	$ 4,082,263
Indefinite-lived Intangible assets, Accumulated Amortization	(65,495)	(43,663)
Indefinite-lived intangible assets, Carrying Value	$ 4,016,768	$ 4,038,600
Patent [Member]
Amortized
Amortized intangible assets, Estimated Useful Life (Years)	10 years	10 years
Amortized intangible assets, Gross Amount	$ 873,263	$ 873,263
Amortized intangible assets, Accumulated Amortization	(65,495)	(43,663)
Amortized intangible assets, Carrying Value	$ 807,768	$ 829,600
In-process research and development [Member]
Indefinite-lived
Indefinite-lived intangible assets, Estimated Useful Life (Years)	Indefinite	Indefinite
Indefinite-lived Intangible assets, Gross Amount	$ 3,209,000	$ 3,209,000
Indefinite-lived Intangible assets, Accumulated Amortization
Indefinite-lived intangible assets, Carrying Value	$ 3,209,000	$ 3,209,000

Loans Receivable (Details)

Loans Receivable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022
Loan Receivable [Abstract]
Promissory note due	$ 3,600,000
Additional loans		$ 620,000

Debt (Details)

Debt (Details) - USD ($)	Aug. 20, 2021	Mar. 18, 2021	Jan. 25, 2021	Jul. 27, 2020	Jul. 06, 2021	Jul. 06, 2021	Mar. 31, 2022	Dec. 31, 2021	Aug. 26, 2020
Debt (Details) [Line Items]
Debt instrument description				convertible note has a face value of $250,000, matures August 1, 2022, and accrues interest at 8% per annum.
Conversion price (in Dollars per share)				$ 0.1
Net carrying amount							$ 208,333	$ 177,083
Convertible notes							250,000	250,000
Unamortized debt discount							$ 41,667	$ 72,917
Warrants exercisable (in Shares)								2,500,000
Interest per annum		15.00%
Refinanced loan percentage			93.60%
Loan repaid date	Oct. 19, 2021	May 7, 2021	Apr. 27, 2021
Note payable		$ 225,000
Loan agreement	$ 300,000
Accrued interest	91.23%
Maturity date	Payment is due on a weekly basis up to the maturity date of May 27, 2021.
Subscription Agreement [Member]
Debt (Details) [Line Items]
Convertible into shares (in Shares)				2,500,000
Common stock price per share (in Dollars per share)					$ 0.2	$ 0.2		$ 0.25
Aggregate units (in Shares)						3,000
Principal amount					$ 1,000	$ 1,000
Warrant for purchase shares (in Shares)					5,000	5,000
Common stock exercise price per share (in Dollars per share)					$ 0.4	$ 0.4
Aggregate net proceeds					$ 3,000,000	$ 3,000,000
Convertible term description						The Initial Convertible Term Notes and the Initial Warrants mature on March 31, 2022 and March 31, 2023, respectively, and accrued interest at a rate of 12% per annum payable on a quarterly basis.
Loan Agreement [Member]
Debt (Details) [Line Items]
Loan agreement									$ 600,000
Interest per annum									84.00%
Convertible Debt [Member]
Debt (Details) [Line Items]
Aggregate units (in Shares)					1,900
Principal amount					$ 1,000	$ 1,000
Warrant for purchase shares (in Shares)					5,000	5,000
Common stock exercise price per share (in Dollars per share)					$ 0.4	$ 0.4
Aggregate net proceeds					$ 1,900,000	$ 1,900,000
Convertible term description					The Convertible Term Notes and Warrants mature on September 30, 2022 and April 30, 2023, respectively, and accrued interest at a rate of 12% per annum payable on a quarterly basis.
Conversion price per share (in Dollars per share)					$ 0.2	$ 0.2

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 19, 2021	Mar. 31, 2022	Dec. 31, 2021	Nov. 15, 2021	Oct. 22, 2021
Related Party Transactions (Details) [Line Items]
Promissory note received		$ 281,771
Loan agreement	$ 237,590
Interest rate					14.00%
Common shares and warrants (in Shares)			73,950,000	250,000
Exchange amount				$ 50,000
Trichome Capital Inc [Member]
Related Party Transactions (Details) [Line Items]
Common shares and warrants (in Shares)				760,000
Exchange amount				$ 152,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($)	1 Months Ended	3 Months Ended					12 Months Ended
	Jan. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021	Nov. 15, 2021
Shareholders' Equity (Details) [Line Items]
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	1,000,000	458,334	50,700,000	798,414
Raising capital				633,707
Interest rate				92,127
Common stock in exchange for services		550,000	1,570,501
Common stock in exchange for extinguishment of debt.		185,529	24,621,119
Fair value of RSU’s vested (in Dollars)		$ 848,600				$ 146,602
Unrecognized stock-based compensation (in Dollars)		187,761				472,087
Stock-based compensation expense (in Dollars)		140,815				$ 250,817
Warrants shares			73,950,000				73,950,000	250,000
Exercise price (in Dollars per share)							$ 0.4
Fair value of additional paid in capital (in Dollars)			$ 1,867,960				$ 1,867,960
March 31, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							15,000,000
April 30, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							9,500,000
September 17, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							1,000,000
October 15, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							7,750,000
October 26, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							9,510,000
November 2, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							190,000
November 10, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							27,060,000
November 15, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							1,940,000
November 17, 2023 [Member]
Shareholders' Equity (Details) [Line Items]
Warrants expire							750,000
Employees [Member]
Shareholders' Equity (Details) [Line Items]
Stock-based compensation consisted of equity awards granted and vested (in Dollars)		27,179
Raise capital [Member]
Shareholders' Equity (Details) [Line Items]
Issuance of common stock shares						1,491,819
RSU’s [Member]
Shareholders' Equity (Details) [Line Items]
Stock-based compensation expense (in Dollars)		140,815				$ 250,817
Director [Member]
Shareholders' Equity (Details) [Line Items]
Stock-based compensation consisted of equity awards granted and vested (in Dollars)		108,771
Consultants [Member]
Shareholders' Equity (Details) [Line Items]
Stock-based compensation consisted of equity awards granted and vested (in Dollars)		$ 4,866

Shareholders' Equity (Details)

Shareholders' Equity (Details) - Schedule of the company's RSU award activity	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Schedule of the company's RSU award activity [Abstract]
Restricted Stock Units, Outstanding beginning balance | shares	2,200,003
Weighted Average Grant Date Fair Value, Outstanding beginning balance | $ / shares	$ 0.45
Restricted Stock Units, Granted | shares	1,469,511
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 0.27
Restricted Stock Units, Vested | shares	(1,735,529)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 0.49
Restricted Stock Units, Forfeited | shares
Weighted Average Grant Date Fair Value, Forfeited | $ / shares
Restricted Stock Units, Outstanding ending balance | shares	1,933,982
Weighted Average Grant Date Fair Value, Outstanding ending balance | $ / shares	$ 0.27

Shareholders' Equity (Details_2

Shareholders' Equity (Details) - Schedule of stock options activity - Stock Option [Member]	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Shareholders' Equity (Details) - Schedule of stock options activity [Line Items]
Stock Option Shares, Outstanding, beginning | shares	8,500,000
Weighted Average Exercise Price, Outstanding, beginning | $ / shares	$ 0.18
Weighted Average Remaining Contractual Term, Outstanding, beginning	9 years 2 months 12 days
Aggregate Intrinsic Value, Outstanding, beginning | $	$ 1,579,108
Stock Option Shares, Granted and vested | shares
Weighted Average Exercise Price, Granted and vested | $ / shares
Weighted Average Remaining Contractual Term, Granted and vested
Aggregate Intrinsic Value, Granted and vested | $
Stock Option Shares, Forfeited | shares
Weighted Average Exercise Price, Forfeited | $ / shares
Weighted Average Remaining Contractual Term, Forfeited
Aggregate Intrinsic Value, Forfeited | $
Stock Option Shares, Outstanding, ending | shares	8,500,000
Weighted Average Exercise Price, Outstanding, ending | $ / shares	$ 0.18
Weighted Average Remaining Contractual Term, Outstanding, ending	9 years
Aggregate Intrinsic Value, Outstanding, ending | $	$ 1,579,108

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Annual effective tax rate	0.00%

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Commitments & Contingencies (Details) [Line Items]
Other lease term	12 months
Other lease payments	$ 0	$ 14,392
Present value of liabilities	0	132,230
Operating lease cost	0	$ 1,595,254
CMI Transaction [Member]
Commitments & Contingencies (Details) [Line Items]
Assets recognized upon transaction	$ 1,411,461

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 05, 2022shares	Mar. 31, 2022USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Common stock issued		1,091,667
Shares issued		200,000
Price per share (in Dollars per share) | $ / shares		$ 0.25
Number of directors		3
Number of executive officer		1
Property and equipment (in Dollars) | $		$ 115,945
Shares granted		1,469,511
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued		291,667
Price per share (in Dollars per share) | $ / shares		$ 0.35
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares granted	500,000
Vested date	Jan. 1, 2023
Three Directors [Member]
Subsequent Events (Details) [Line Items]
Shares issued		800,000
One Executive Officer [Member]
Subsequent Events (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares		$ 0.28