Panacea Life Sciences (PLSH) 10-Q 23 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 20, 2021
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-38190
Entity Registrant Name	Exactus, Inc.
Entity Central Index Key	0001552189
Entity Tax Identification Number	27-1085858
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5910 S University Blvd
Entity Address, Address Line Two	C18-193
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80121
City Area Code	800
Local Phone Number	985-0515
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		599,005,155
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	80 NE 4th
Entity Address, Address Line Two	Avenue
Entity Address, Address Line Three	Suite 28
Entity Address, City or Town	Delray Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33483

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 130,707	$ 84,379
Accounts receivable	289,621	147,302
Other receivables	500,000
Inventory	4,273,339	8,409,734
Marketable securities	6,005,188	2,853,437
Prepaid expenses and other current assets	101,968	27,375
TOTAL CURRENT ASSETS	11,300,823	11,934,386
Operating lease right-of-use asset, net	209,315	412,159
Property and equipment, net	9,501,445	13,670,899
Intangible assets, net	92,100	122,800
Goodwill	2,533,530	2,533,530
TOTAL ASSETS	23,637,213	28,261,615
CURRENT LIABILITIES:
Accounts payable and accrued expenses	2,195,719	2,594,858
Operating lease liability, current portion	219,459	432,453
Note payable-current and related party	5,923,054	15,061,044
Paycheck protection loan	236,410	273,300
TOTAL CURRENT LIABILITIES:	8,574,642	18,361,655
Other long-term liabilities-related party	3,042,638	2,698,659
TOTAL LIABILITIES	11,617,280	21,060,314
Commitments and contingencies
STOCKHOLDERS’ EQUITY DEFICIT
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 597,005,155 and 473,639,756 shares issued and outstanding on June 30, 2021 and December 31, 2020 respectively.	59,701	47,364
Additional paid in capital	23,201,896	18,833,458
Accumulated deficit	(11,242,516)	(11,679,623)
TOTAL STOCKHOLDERS’ EQUITY	12,019,933	7,201,301
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIT	23,637,213	28,261,615
Series A Preferred Stock Exactus [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value	150
Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value	600
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value	100	100
Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value	1	1
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY DEFICIT
Preferred stock, value	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	650,000,000	650,000,000
Common Stock, Shares, Issued	597,005,155	473,639,756
Common Stock, Shares, Outstanding	597,005,155	473,639,756
Series A Preferred Stock Exactus [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000	1,000
Preferred Stock, Shares Issued	450	0
Preferred Stock, Shares Outstanding	450	0
Series B-1 Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	32,000,000	32,000,000
Preferred Stock, Shares Issued	1,500,000	0
Preferred Stock, Shares Outstanding	1,500,000	0
Series B-2 Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	6,000,000	0
Preferred Stock, Shares Outstanding	6,000,000	0
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	1,000,000	1,000,000
Preferred Stock, Shares Outstanding	1,000,000	1,000,000
Series C-1 Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	10,000	10,000
Preferred Stock, Shares Outstanding	10,000	10,000
Series D Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	10,000	10,000
Preferred Stock, Shares Outstanding	10,000	10,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
REVENUE	$ 5,074,210	$ 6,219,397	$ 5,681,949	$ 7,118,190
COST OF SALES	5,031,306	2,979,288	5,269,765	3,384,676
GROSS PROFIT	42,904	3,240,109	412,184	3,733,514
OPERATING EXPENSES
Production related operating expenses	998,180	999,190	2,164,603	1,812,620
General and administrative expenses	611,608	1,395,556	862,651	2,255,200
TOTAL OPERATING EXPENSES	1,609,788	2,394,746	3,027,254	4,067,820
INCOME (LOSS) FROM OPERATIONS	(1,566,884)	845,363	(2,615,070)	(334,306)
OTHER INCOME (EXPENSES)
Interest expense	288,746	404,333	617,270	(770,475)
Gain (loss) on marketable securities, net	1,738,002	177,080	3,151,751	(383,287)
Gain on extinguishment of debt	243,041		518,580
TOTAL OTHER INCOME (EXPENSE)	1,692,297	(227,253)	3,053,061	(1,153,762)
INCOME (LOSS) BEFORE INCOME TAXES	125,413	618,110	437,991	(1,488,068)
PROVISION FOR INCOME TAXES	884		884
NET INCOME (LOSS)	$ 124,529	$ 618,110	$ 437,107	$ (1,488,068)
BASIC NET INCOME (LOSS) PER SHARE	$ 0	$ 0	$ 0	$ 0
DILUTED NET INCOME (LOSS) PER SHARE	$ 0	$ 0	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	597,005,155	473,639,756	597,005,155	473,639,756
Diluted	747,095,264	613,142,865	747,095,264	473,639,756

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 102	$ 47,364	$ 18,833,458	$ (6,510,037)	$ 12,370,887
Beginning balance, shares at Dec. 31, 2019	1,020,000	473,639,756
Net (Loss)				(1,488,068)	(1,488,068)
Ending balance, value at Jun. 30, 2020	$ 102	$ 47,364	18,833,458	(7,998,105)	10,882,819
Ending balance, shares at Jun. 30, 2020	1,020,000	473,639,756
Beginning balance, value at Mar. 31, 2020	$ 102	$ 47,364	18,833,458	(8,616,215)	10,264,709
Beginning balance, shares at Mar. 31, 2020	1,020,000	473,639,756
Net (Loss)				618,110	618,110
Ending balance, value at Jun. 30, 2020	$ 102	$ 47,364	18,833,458	(7,998,105)	10,882,819
Ending balance, shares at Jun. 30, 2020	1,020,000	473,639,756
Beginning balance, value at Dec. 31, 2020	$ 102	$ 47,364	18,833,458	(11,679,623)	7,201,301
Beginning balance, shares at Dec. 31, 2020	1,020,000	473,639,756
Shares issued for acquisition	$ 750	$ 12,337	4,368,438		4,381,525
Shares issued for acquisition, shares	7,500,450	123,365,399
Net (Loss)				437,107	437,107
Ending balance, value at Jun. 30, 2021	$ 852	$ 59,701	23,201,896	(11,242,516)	12,019,933
Ending balance, shares at Jun. 30, 2021	8,520,450	597,005,155
Beginning balance, value at Mar. 31, 2021	$ 102	$ 47,364	18,833,458	(11,367,045)	7,513,879
Beginning balance, shares at Mar. 31, 2021	1,020,000	473,639,756
Shares issued for acquisition	$ 750	$ 12,337	4,368,438		4,381,525
Shares issued for acquisition, shares	7,500,450	123,365,399
Net (Loss)				124,529	124,529
Ending balance, value at Jun. 30, 2021	$ 852	$ 59,701	$ 23,201,896	$ (11,242,516)	$ 12,019,933
Ending balance, shares at Jun. 30, 2021	8,520,450	597,005,155

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net income (loss)	$ 437,107	$ (1,488,068)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	497,130	751,031
Fixed asset disposal loss	297,351	67,714
Amortization of right of use asset	202,844	190,940
Amortization of intangible assets	30,700	30,700
Non cash interest expense	581,705	758,586
Non cash settlement of convertible note and accrued interest	(1,927,395)
Unrealized gain/loss	(3,151,751)	305,577
Changes in operating assets and liabilities
Accounts receivable	(642,318)	73,460
Inventory	4,125,178	(7,339,624)
Prepaid expense and other assets	(63,978)	(87,137)
Accounts payable and accrued expenses	1,394,387	761,375
Unearned revenues	(103,856)	169,552
Operating lease liability	(212,994)	(213,171)
Cash provided by (used in) operating activities	1,464,110	(6,019,065)
Cash flows from investing activities
Net cash received in from acquisitions	(9,157)
Net fixed asset acquisition and disposal	3,384,730	(2,386,617)
Cash Used for Investing Activities	3,375,573	(2,386,617)
Cash flows from financing activities
Non cash stock issuances	1,362,187
Non cash financing activities	(8,012,583)
Payments of principal on notes payable	(135,000)
Proceeds from issuance of note payable-includes related party	1,992,041	1,486,860
Cash provided by financing activities	(4,793,355)	1,486,860
Net changes in cash and cash equivalents	46,328	(6,918,822)
Cash, beginning of year	84,379	8,515,509
Cash, end of period	130,707	1,596,687
Noncash investing and financing activity
Preferred Stock Series A	1,349,100
Preferred Stock Series B-1	150
Preferred Stock Series B-2	600
Common Shares issued for transaction	$ 12,337

NATURE OF ORGANIZATION

NATURE OF ORGANIZATION	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF ORGANIZATION	NOTE 1 - NATURE OF ORGANIZATION Organization and Business Description Exactus, Inc. (the “Company”, “Exactus”, “we”, “us”, “our”) was incorporated on January 18, 2008. In January 2019, the Company added to the scope of its business activities, efforts to produce, market and sell products made from industrial hemp containing cannabidiol (“CBD”). On June 30, 2021 the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Panacea Life Sciences, Inc., (“Panacea”) a seed to sale CBD company, and the stockholders of Panacea. Pursuant to the Exchange Agreement, the former Panacea stockholders assumed majority control of the Company and all operations are now operated by Panacea, which as a result of the share exchange became a wholly-owned subsidiary of the Company. (See Note 10 – Exchange Agreement). On March 11, 2019, we acquired a 50.1 % limited liability membership interest in Exactus One World, LLC (“EOW”), an entity we formed on January 25, 2019. During 2019 EOW leased approximately 200 acres of farmland in southwest Oregon. We disposed of EOW on June 30, 2021 for nominal consideration. The purchaser also agreed to indemnify us for any liabilities associated with any outstanding lease payments. The subsidiary and liability were removed from the Company’s records. Following the share exchange, the Company operates in one segment with a focus on developing and producing high-quality, medically relevant, legal, hemp-derived cannabinoid products for consumers and pets.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s unaudited condensed consolidated financial statements include the financial statements of Panacea, a wholly owned subsidiary acquired on June 30, 2021. The merger is accounted for as a reverse acquisition and capitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Panacea acquired Exactus for financial accounting purposes. Pursuant to the Exchange Agreement, this merger was accounted for as a reverse recapitalization under US GAAP. Under this method of accounting, Exactus is treated as the “acquired” company for financial reporting purposes (the “Merger”). This determination is primarily based on Panacea stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, Panacea’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and Panacea’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Panacea with the Merger being treated as the equivalent of Panacea issuing stock for the net assets of Exactus, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of Panacea. The shares and net loss per share available to holders of Panacea’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Exchange Agreement. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes consolidated unaudited interim financial statements and present the consolidated unaudited interim financial statements of the Company and its wholly-owned subsidiary as of June 30, 2021. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, stockholders’ equity (deficit) and cash flows as of June 30, 2021, and 2020, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2021. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The balance sheet contains an unaudited balance sheet of Panacea as of December 31, 2020 since the audited financial statements of Panacea are not available as of the date of filing this Report. Following completion of the audit, the Company will file a Report on Form 10-Q/A to include the audited balance sheet. Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Exactus, so the below items reflect the combined company. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in 2018, we have generated losses from operations. As of June 30, 2021, our accumulated deficit was $ 11.2 million, and we had $ 6.1 million in cash and liquid stock. As of June 30, 2021 the shares of common stock we hold in 22 nd 6.0 million. The XXII stock is pledged to secure a $ 4,062,713 promissory note in favor of Quintel-MC, Incorporated (“Quintel”) and a $ 1,624,000 promissory note in favor of Leslie Buttorff, CEO of the Company. Quintel-MC, Inc. is wholly owned company of the CEO. These items are shown on the balance sheet as related party loans. The current plan with respect to the XXII stock is to hold this stock during the short-term pending XXII’s application for MRTP FDA approval. These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve or maintain profitable operations or become cash flow positive or raise additional debt and/or equity capital. In addition, due to insufficient revenue, we will need to obtain further funding through public or private equity offerings, debt financing, collaboration arrangements or other sources in order to maintain active business operations. We currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. The issuance of any additional shares of Common Stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which is likely to continue to reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains for an unknown period of time until the virus is fully contained. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events and the Company expects this impact on its revenue and results of operations, the size and duration of which is currently difficult to predict. The impact to date has included a decline in CBD product and sales demand. In 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks. The Company plans to sell existing PPE inventory, but does not intend to continue to sell these products past 2023, particularly if the pandemic has subsided by such time. In addition, federal stimulus funding in the U.S. and other macroeconomic factors have resulted in rising inflation rates which may adversely impact the demand for our products by reducing consumer spending and/or requiring us to raise our prices. Although the Company is unable to predict the full impact and duration of COVID-19 on its business, the Company is actively managing its financial expenditures in response to the current uncertainty. The impact of the COVID-19 pandemic and related events, including actions taken by various government authorities in response, have increased market volatility and make the estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes more difficult. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Marketable securities The Company’s marketable securities consists of 1,297,017 shares of XXII which are classified as available-for-sale and included in current assets as they are pledged to secure two promissory notes (see Note 2 – Going Concern Realized gains and losses, if any, are calculated on the specific identification method and are included in other income in the condensed consolidated statements of operations. Use of Estimates The Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, inventory, accounts receivable, revenue allocations, assumptions used in assessing impairment of long-term assets, and fair value of non-cash equity transactions. Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus currently contract liabilities are negligible. We do not have any new customer contracts in 2021. The Company does not have any multiple-element arrangements. In 2020 and 2021 the Company had significant revenues from new product lines created for COVID related requirements (49% of total revenue in 2020). We were able to use our same equipment used for CBD production for ethanol-based hand sanitizer products and our fulfillment center to distribute other products. We anticipate that this revenue stream with continue throughout 2021 and 2022, but it is not a long-term focus for the Company. Company’s accounts receivable policy changed in 2020 to only provide larger, well established companies with Net 30 payment terms. For all other sales it is credit card or wires received before the product is shipped to the customer. Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “ Earnings per Share The Business Combination on June 21, 2021 was accounted for as a recapitalization of equity structure. Pursuant to GAAP, the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three and six months ended June 30, 2021 and June 30, 2020. The basic and diluted weighted-average Panacea ordinary shares are retroactively converted to shares of the Company’s common stock to conform to the recasted condensed consolidated statements of stockholders’ equity (deficit). The following financial instruments were included. In some periods the diluted loss per share was calculated because the effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 Warrants to purchase common stock 9,627,915 502,915 Series C-1 Convertible Preferred stock - 196,093 Series C-2 Convertible Preferred stock 40,117,648 - Convertible notes 2,392,631 4,048,583 Total 52,138,194 4,747,591 The basic earnings per share include 597,005,155 473,639,756 The diluted earnings per share include 747,095,264 613,142,865 Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Property and Equipment, net Property and equipment, net including any major improvements, are recorded at historical cost. The cost of repairs and maintenance is charged against operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT, NET Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10 Intangible Assets and Goodwill The Company has intangible assets. Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.530 0.921 0.123

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, 2021 2020 Computers and technological assets $ 3,310,025 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,611,042 8,567,298 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Property and equipment, gross 12,578,155 16,162,639 Less accumulated depreciation (3,076,710 ) (2,491,740 ) Property and equipment, net $ 9,501,445 $ 13,670,899

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2021
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY 6/30/21 12/31/20 Raw Material 1,053,150 991,522 Semi Finished 1,226,593 1,372,950 Finished 1,971,521 6,018,529 Packaging 16,280 20,937 Trading 5,792 5,792 Total 4,273,339 8,409,733 Inventories are stated at lower of cost or net realizable value using the standard costing method for its work in process and finished goods. For its raw materials, trading goods, and packaging supplies, the Company utilizes the moving average method for costing purposes and FIFO.

RELATED PARTY OPERATING LEASE R

RELATED PARTY OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
RELATED PARTY OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES	NOTE 5 – RELATED PARTY OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES Right of Use Assets The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on January 1, 2019, the start of our 2019 fiscal year, and utilized the transition method allowed. The Company has a lease arrangements for certain equipment and facilities. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there is such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to Short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as Short-Term Leases. The Company, as of January 1, 2019, leases a portion of the laboratory property (formerly the Environmental Protection Agency building) in Golden, CO. The lease of the property is based on the fair market rent and triple net lease (NNN) values competitive in the marketplace for a cGMP facility. Below is a summary of our right of use assets and liabilities as of June 30, 2021. SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2021 Right-of-use assets $ 209,315 Total lease liability obligations $ 219,459 Weighted-average remaining lease term (Ends December 31, 2021) 0.5 Weighted-average discount rate 6.0 % During the three and six months ended June 30, 2021, we recognized approximately $ 111,661 and $ 223,322 , respectively in operating lease costs. Operating lease costs are included in operating expenses in our consolidated statement of operations. During the three and six months ended June 30, 2020, we recognized approximately $ 106,586 and $ 213,171, respectively in operating lease costs. Operating lease costs are included in operating expenses in our consolidated statement of operations. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2021, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES $ 2021 Maturity of operating lease liabilities for the following fiscal years: 2021 $ 223,322 2022 — 2023 — 2024 — 2025 — Thereafter — Total undiscounted operating lease payments $ 223,322 Less: Imputed interest (3,863 ) Present value of operating lease liabilities $ 219,459

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE The Company’s debt obligations are summarized as follows. The December 31, 2020, numbers reflect the pre-merger Panacea debt, while the June 30, 2021, now include the Panacea debts, as well as Exactus’. U.S. Small Business Administration Loan On May 28, 2020, the Company received a secured, 30 -year, Economic Injury Disaster Loan in the amount of $ 99,100 from the U.S. Small Business Administration. The loan carries interest at a rate of 3.75% per year, requires monthly payments of principal and interest, and matures in 30 years. Installment payments, including principal and interest, of $ 483 monthly , will begin 12 months from the date of the promissory Note. The SBA loan is secured by a security interest in the Company’s tangible and intangible assets. The loan proceeds are to be used as working capital to alleviate economic injury caused by the Covid-19 disaster occurring in the month of January 31, 2020 and continuing thereafter. As of June 30, 2021 the current principal balance of this note amounted to $ 236,410 and accrued interest was approximately $ 2,047 . Paycheck Protection Program Funding On May 22, 2020, the Exactus Company received federal funding in the amount of $ 236,410 through the Paycheck Protection Program (the “PPP”). PPP funds have certain restrictions on use of the funding proceeds, and generally must be repaid within two years at 1% interest. The PPP loan may, under circumstances, be forgiven. There shall be no payment due by the Company during the six months period beginning on the date of this note (“Deferral Period”). Commencing one month after the expiration of the Deferral Period, the Company shall pay the lender monthly payments of principal and interest, each in equal amount required to fully amortize by the maturity date. If a payment on this note is more than ten days late, the lender shall charge a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. The full amount of the PPP loan and accrued interest was forgiven on May 20, 2021 and written off. It was recorded as a forgiveness of loan in the Company’s profit and loss statement as other income. In April 2021, the Exactus Company borrowed a “second draw” loan of $ 236,410 1% April 21, 2026 Regarding Panacea Life Sciences, Inc.’s (PLS) Small Business Administration (SBA) loans, PLS received the PPP first draw loan in the amount of $ 273,300 The first draw loan, including any accrued interest, was officially forgiven by the SBA and the respective lending bank, FirstBank, on March 3, 2021. 243,041 the second draw loan was forgiven on June 28, 2021. PLS’s accounting treatment of the PPP loans and forgiveness follows best practice from the AICPA and accounted for the loan as a financial liability in accordance with FASB ASC 470 and accrue interest in accordance with the interest method under FASB ASC 835-30. The full amount of the PPP loan and accrued interest was forgiven on June 28, 2021 and written off. It was recorded as a forgiveness of loan in the Company’s profit and loss statement as other income. Notes payable – related party On June 30, 2021 Panacea received a loan from Quintel-MC Incorporated, an affiliate of the Company’s CEO, in exchange for a 12% 4,062,714 maturity date of December, 2023 The Quintel Note was secured by a pledge of certain XXII common stock owned by Panacea (See Note 2 Going concern On June 30, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10% 1,624,000 December 31, 2022 Going concern 1,000,000 January 31, 2022 During October 2019, the Company issued a short-term promissory note to an officer of Exactus, for an aggregate principal amount of $ 55,556 October 18, 2019 December 16, 2019 12% 18% 10% 5,556 55,556 rd During February 2021, the Company entered a short-term promissory note for principal amount of $ 20,000 8% 20,000 533 Notes payable is summarized as follows. We expect the final PPP loan to be forgiven in the 3 rd SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 9,258,400 Notes payable – related party (2) 1,685,685 151,500 Notes payable - related party (4) 55,556 116,668 Total related party notes 5,803,954 9,526,568 PPP loans (3) 236,410 921,133 Notes payable (4) 20,533 - SBA loan (4) 99,100 50,250 Total notes payable 6,159,997 10,497,951 Other liability—Related Party June 30, 2021 December 31, 2020 Notes Payable -Related Party (Software and Building Modifications) 3,042,638 2,698,659 (1) Payable to Quintel. Amount agreed to carry forward in reverse merger transaction. (2) Payable to CEO, secured by XXII common stock. (3) the PPP loans include both Exactus and Panacea loans. (4) Liability from Exactus In the three months ended June 30, 2021, the Company issued 2,009,616 322,000 33,929 13,000

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT) Common stock The Company’s authorized common stock consists of 650,000,000 0.0001 the reverse exchange ratio was agreed to be 19.87827846550750. Common stock Options Stock Option Plan In September 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board or Compensation Committee may specify. Stock options expire no later than ten years 9,500,000 On June 30, 2021 the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, restricted stock awards, restricted stock unit awards, warrants and preferred stock. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board of Directors or Compensation Committee may specify. Stock options expire no later than ten years from the date of grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 113,383,460 10 In connection with the Panacea share exchange, on June 30, 2021 the Board of Directors granted a total of 9,506,616 1,650,000 500,000 0.10 five years 2,959,616 On January 22, 2021, the Company granted 11,000,000 two-year 0.025 3,500,000 10,000,000 The Company has 7,251,749 0.13 5,220,499 0.17 SCHEDULE OF STOCK OPTIONS Number of shares subject options Wighted average exercise price per share Weighted average remaining contractual life Aggregate intrinsic value Balance at December 31, 2020 3,751,749 $ 0.23 8.00 Options granted 3,500,000 $ 0.03 1.56 Options exercised (1,000,000 ) $ 0.10 Options cancelled/ expired (750,000 ) $ 0.32 Balance at June 30, 2021 5,501,749 $ 0.15 4.16 262,500 Vested and exercisab le at June 30, 2021 5,501,749 $ 0.15 4.16 262,500 Common Stock Warrants As of June 30, 2021 and December 31, 2020, there were 1,578,549 0.49 Exactus, Inc. Warrants Schedule 6/30/21 SCHEDULE OF COMMON STOCK WARRANTS Post split Post split Post split Grant Exercise Balance Forfeited Balance Name Date Expire Price 12/31/2019 Granted Converted Cancelled 12/31/20 Millennium Park Capital 3/21/19 3/21/24 5.6 20,125,000 - - - 20,125,000 Millennium Park Capital 11/13/19 11/13/24 19.6 14,000,000 - - - 14,000,000 3i, LP /Obsidian 11/27/19 11/27/21 21.28 7,717,136 - - - 7,717,136 Alliance Global 11/27/19 11/27/23 22.12 2,357,236 - - - 2,357,236 Total 57,800,372 - - (13,601,000 ) 1,578,549 Preferred Stock The Company’s authorized preferred stock consists of 50,000,000 0.0001 In connection with our acquisition of Panacea on June 30, 2021, we issued convertible preferred stock to our new principal shareholder and Chief Executive Officer (and her affiliates) as follows: 1,000,000 10,000 10,000 17.8% 6.046 64.098 281.25 2,981.7418 430 4,558.7519 In addition, the Company entered into an exchange agreement with an investor and filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations for Series A Preferred stock under which the Note in the original principal amount of $ 750,000 500 0% Series A Preferred 1,000 Stated Value The Company authorized the issuance of a total of 1,000 0.05 50 1,000,000 The Company is prohibited from effecting the conversion of the Series A Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% upon 61 days’ written notice to the Company), in the aggregate, of the issued and outstanding shares of the common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred. The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed. On February 16, 2021 the Company offered to our prior Series A Preferred stock holder enhanced conversion inducements to voluntarily convert the preferred shares into our common stock and filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for Series A Preferred stock, all of which has been converted to common stock, in order to issue the new 0% Series A Preferred stock described herein. On April 7, 2021 the Company filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for the previous Series C Preferred Stock, all of which has been cancelled or converted into common stock. On February 16, 2021, the Company offered to holders of our prior Series D Preferred Stock holder(s) enhanced inducements to voluntarily convert preferred shares into our common stock. On April 7, 2021 the Company filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for the previous Series D Preferred Stock, all of which has been cancelled or converted into common stock. During the quarter ended June 30, 2021 the Company withdrew its prior Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and issued shares of newly designated Series C, Series C-1 and Series D to former Panacea stockholders pursuant to the Exchange Agreement. SCHEDULE OF PREFERRED STOCK EXACTUS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) PREFERRED (unaudited) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Three Months Ended June 30, 2021 Preferred Stock Convertible - Series Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of March 31, 2021 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition 450 - 1,500,000 150 6,000,000 600 - - - - - - 7,500,450 $ 750 Balance as of June 30, 2021 450 $ 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,450 $ 852 Six Months Ended June 30, 2021 Preferred Stock Convertible - Series Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition 450 - 1,500,000 150 6,000,000 600 - - - - - - 7,500,450 $ 750 Balance as of June 30, 2021 450 $ 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,450 $ 852 Three Months Ended June 30, 2020 Preferred Stock Convertible - Series A Shares Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of March 31, 2020 - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - $ - Balance as of June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Six Months Ended June 30, 2020 Preferred Stock Convertible - Series A Shares Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, 2019 - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Beginning balance, value - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - $ - Balance as of June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Ending balance, value - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Note: Exactus Series C, D and E were extinguished in June, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Legal Matters In the ordinary course of business, the Company enters into agreements with third parties that include indemnification provisions which, in its judgment, are normal and customary for companies in the Company’s industry sector. These agreements are typically with business partners, and suppliers. Pursuant to these agreements, the Company generally agrees to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to the Company’s products, use of such products, or other actions taken or omitted by us. The maximum potential number of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, the Company has no liabilities recorded for these provisions as of June 30, 2021. The Company has no concentration of vendors nor customers that would impact revenue or production costs. The Company has no contingencies, material commitments, or purchase obligations or sales obligations. As a result of our acquisition of Panacea, the Company is now involved in the following pending litigation: On February 16, 2021, Henley Group, Inc. filed with the Superior Court of the State of California, San Bernardino County, a complaint (Case #: SIV SB 2105771) against Panacea for breach of contract and fraud related to Panacea’s non-delivery of product. While Panacea refunded the purchase price, the plaintiff seeks damages including lost profits and costs which plaintiff alleged to have incurred in the amount of approximately $ 45,000 720,000 Executive Employment Agreement On June 30, 2021 the Company entered into an Employment Agreement with Leslie Buttorff pursuant to which Ms. Buttorff serves as the Company’s Chief Executive Officer for an initial term of July 1, 2021 to June 30, 2024 (the “Employment Agreement). Under her Employment Agreement, Ms. Buttorff receives an annual base salary of $ 380,000 . Ms. Buttorff is also entitled to receive (i) a sales commission of 2% of revenue from sales generated by Ms. Buttorff after revenue exceeds $ 500,000 for three consecutive months, (ii) an award of $ 2.2 million of shares of common stock upon approval of the Company’s common stock for listing on The Nasdaq Capital Market prior to expiration of the term of the Employment Agreement, and (iii) an annual cash performance bonus of up to 100% of her base salary based on the achievement of performance metrics for the applicable fiscal year to be set by the Board of Directors. Under her Employment Agreement, she is entitled to severance payments under termination provisions which are intended to comply with Section 409A of the Internal Revenue Code of 1986, or the Code, and the Regulations thereunder. In the event of termination by the Company without “cause” or resignation by Ms. Buttorff for “good reason,” Ms. Buttorff is entitled to receive two years’ base salary, or $ 780,000 1,560,000 Generally, “good reason” is defined as (i) any material breach of the Employment Agreement by the Company, (ii) the Company’s assignment of Ms. Buttorff to a position that has materially less authority, status, or functional responsibility than the position with the Company as of the commencement date, or the assignment to her of duties that are not those of an executive at the management level, (iii) the reduction of Ms. Buttorff’s base salary, (iv) the requirement that Ms. Buttorff move her primary place of employment more than 30 miles from her initial place of employment, or (v) upon any change of control event as defined in Treasury Regulation Section 1.409A-3(i)(5) provided that within 12 months of the change of control event the Company terminates Ms. Buttorff or fails to obtain an agreement from any successor to perform the Employment Agreement. Under the terms of her Employment Agreement, Ms. Buttorff is subject to non-competition and non-solicitation covenants during the term of her employment and following termination of employment with the Company. The Employment Agreement also contains customary confidentiality and non-disparagement covenants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable and Accrued Interest – Related Parties On June 30, 2021 Panacea received a loan of from Quintel-MC Incorporated, an affiliate of the Company’s CEO in exchange for the Quintel Note. (see Note 6 – Notes Payable — Quintel Note). On June 30, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10% promissory note in the amount of $ 1,624,000 secured by a pledge of certain XXII common stock owned by Panacea (see Note 6 – Notes Payable — Buttorff Note and Note 2 Going concern). On June 30, 2021, the Company issued Ms. Buttorff a $ 1 During October 2019, the Company issued a short-term promissory notes to an officer of Exactus, for an aggregate principal amount of $ 55,556 J&N related party—See Note 10 Exchange Agreement and Note 5 Operating lease. Services Agreement, dated January 1, 2019, by and between the Company and Quintel, with respect to IT, HR, accounting/periodic reporting, production planning, and employee reporting services. See also Schedule 3.10; Master Agreement, dated January 1, 2019, by and between the Company and Quintel/Canna Software, LLC for the provision of the ERPCannabis solution. See also Schedule 3.10; Other The Company continues to hold 1,297,000 shares of XXII stock which is available for trading. XXII recently moved from the NYSE to NASDAQ. As of June 30, 2021 XXII is a common shareholder of the company. See Note 10 for additional details related to XXII resolution.

EXCHANGE AGREEMENT between Exac

EXCHANGE AGREEMENT between Exactus, Inc. and Panacea Life Sciences, Inc.	6 Months Ended
	Jun. 30, 2021
Exchange Agreement Between Exactus Inc. And Panacea Life Sciences Inc.
EXCHANGE AGREEMENT between Exactus, Inc. and Panacea Life Sciences, Inc.	NOTE 10 – EXCHANGE AGREEMENT between Exactus, Inc. and Panacea Life Sciences, Inc. On June 30, 2021, the Company acquired Panacea pursuant to the Exchange Agreement with the shareholders of Panacea including its founder Leslie Buttorff and 22 nd 14 7 2 5 11.6% Shares Issuances Pursuant to the Exchange Agreement, on June 30, 2021 the Company issued a total of 473,639,756 shares of common stock, 1,000,000 shares of Series C convertible into 64,098,172 shares of common stock, 10,000 shares of Series C-1 convertible into 29,817,418 shares of common stock and 10,000 shares of Series D convertible into 45,587,519 shares of common stock to the former Panacea stockholders, in exchange for one-hundred ( 100% ) percent of the shares of capital stock of Panacea. On a fully diluted basis, Ms. Buttorff beneficially owns approximately 62% of outstanding Common Stock consisting of the Common Stock issuable upon conversion preferred shares and shares of Common Stock. The Company intends to change its name to Panacea Life Sciences Holdings, Inc., subject to regulatory compliance. On June 29, 2021 the Company filed with the Secretary of State of the State of Nevada three new series of preferred stock (“Preferred Stock”) designated as Series C Convertible Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock and authorized the filing of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock and Series D Convertible Preferred Stock in the State of Nevada. The Board designated for issuance 1,000,000 , 10,000 and 10,000 shares, respectively, for issuance. Each share of Preferred Stock is convertible into shares of the Company’s Common Stock as provided in the Certificate of Designation, therefore. These are reflected in the Equity sections of the balance sheet for June 30, 2021. On June 28, 2021, the Board approved and adopted, subject to shareholder approval on or prior to June 28, 2022, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). On July 1, 2021, the 2021 Plan was approved by the shareholders holding a majority of the capital stock of the Company. The 2021 Plan authorizes the issuance of up to 113,383,460 Also, on June 30, 2021, Panacea and XXII agreed to dissolve their business relationship. In terms of the agreement the following transactions occurred in consideration for the XXII investment in Panacea of $ 14 14 1. XXII Series B Preferred ($ 7,000,000 2. $ 500,000 7,000,000 3. Panacea sold to XXII the real property and improvements located in Delta County, Colorado, and comprised of approximately 234.394 acres of land. Panacea retained 10 acres of the land for its own use. The agreed upon amount was $2,200,000 for an allocated value as follows: (i) $ 1,770,000 430,000 500,000 1,013,333 20,143,322 4. J&N Real Estate Company LLC (J&N), owned by Leslie Buttorff, assumed a $ 4.3 4.3M 10,000 . On June 30, 2021, the Board authorized the Company to file a certificate of amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $ 0.0001 one (1) for twenty-eight (28) basis (the “Reverse Stock Split”)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS Subsequent to June 30, 2021 the Company entered a line of credit with Ms. Buttorff under which the Company may borrow up to $ 1 10% Subsequent to June 30, 2021 an additional 2

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The Company’s unaudited condensed consolidated financial statements include the financial statements of Panacea, a wholly owned subsidiary acquired on June 30, 2021. The merger is accounted for as a reverse acquisition and capitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Panacea acquired Exactus for financial accounting purposes. Pursuant to the Exchange Agreement, this merger was accounted for as a reverse recapitalization under US GAAP. Under this method of accounting, Exactus is treated as the “acquired” company for financial reporting purposes (the “Merger”). This determination is primarily based on Panacea stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, Panacea’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and Panacea’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Panacea with the Merger being treated as the equivalent of Panacea issuing stock for the net assets of Exactus, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of Panacea. The shares and net loss per share available to holders of Panacea’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Exchange Agreement. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information, which includes consolidated unaudited interim financial statements and present the consolidated unaudited interim financial statements of the Company and its wholly-owned subsidiary as of June 30, 2021. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, stockholders’ equity (deficit) and cash flows as of June 30, 2021, and 2020, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2021. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The balance sheet contains an unaudited balance sheet of Panacea as of December 31, 2020 since the audited financial statements of Panacea are not available as of the date of filing this Report. Following completion of the audit, the Company will file a Report on Form 10-Q/A to include the audited balance sheet.
Going concern	Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Exactus, so the below items reflect the combined company. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in 2018, we have generated losses from operations. As of June 30, 2021, our accumulated deficit was $ 11.2 million, and we had $ 6.1 million in cash and liquid stock. As of June 30, 2021 the shares of common stock we hold in 22 nd 6.0 million. The XXII stock is pledged to secure a $ 4,062,713 promissory note in favor of Quintel-MC, Incorporated (“Quintel”) and a $ 1,624,000 promissory note in favor of Leslie Buttorff, CEO of the Company. Quintel-MC, Inc. is wholly owned company of the CEO. These items are shown on the balance sheet as related party loans. The current plan with respect to the XXII stock is to hold this stock during the short-term pending XXII’s application for MRTP FDA approval. These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve or maintain profitable operations or become cash flow positive or raise additional debt and/or equity capital. In addition, due to insufficient revenue, we will need to obtain further funding through public or private equity offerings, debt financing, collaboration arrangements or other sources in order to maintain active business operations. We currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. The issuance of any additional shares of Common Stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
COVID-19	COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which is likely to continue to reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains for an unknown period of time until the virus is fully contained. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events and the Company expects this impact on its revenue and results of operations, the size and duration of which is currently difficult to predict. The impact to date has included a decline in CBD product and sales demand. In 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks. The Company plans to sell existing PPE inventory, but does not intend to continue to sell these products past 2023, particularly if the pandemic has subsided by such time. In addition, federal stimulus funding in the U.S. and other macroeconomic factors have resulted in rising inflation rates which may adversely impact the demand for our products by reducing consumer spending and/or requiring us to raise our prices. Although the Company is unable to predict the full impact and duration of COVID-19 on its business, the Company is actively managing its financial expenditures in response to the current uncertainty. The impact of the COVID-19 pandemic and related events, including actions taken by various government authorities in response, have increased market volatility and make the estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes more difficult. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known.
Marketable securities	Marketable securities The Company’s marketable securities consists of 1,297,017 shares of XXII which are classified as available-for-sale and included in current assets as they are pledged to secure two promissory notes (see Note 2 – Going Concern Realized gains and losses, if any, are calculated on the specific identification method and are included in other income in the condensed consolidated statements of operations.
Use of Estimates	Use of Estimates The Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, inventory, accounts receivable, revenue allocations, assumptions used in assessing impairment of long-term assets, and fair value of non-cash equity transactions.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Revenue Recognition	Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus currently contract liabilities are negligible. We do not have any new customer contracts in 2021. The Company does not have any multiple-element arrangements. In 2020 and 2021 the Company had significant revenues from new product lines created for COVID related requirements (49% of total revenue in 2020). We were able to use our same equipment used for CBD production for ethanol-based hand sanitizer products and our fulfillment center to distribute other products. We anticipate that this revenue stream with continue throughout 2021 and 2022, but it is not a long-term focus for the Company. Company’s accounts receivable policy changed in 2020 to only provide larger, well established companies with Net 30 payment terms. For all other sales it is credit card or wires received before the product is shipped to the customer.
Segment Information	Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting.
Earnings per Share	Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “ Earnings per Share The Business Combination on June 21, 2021 was accounted for as a recapitalization of equity structure. Pursuant to GAAP, the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three and six months ended June 30, 2021 and June 30, 2020. The basic and diluted weighted-average Panacea ordinary shares are retroactively converted to shares of the Company’s common stock to conform to the recasted condensed consolidated statements of stockholders’ equity (deficit). The following financial instruments were included. In some periods the diluted loss per share was calculated because the effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 Warrants to purchase common stock 9,627,915 502,915 Series C-1 Convertible Preferred stock - 196,093 Series C-2 Convertible Preferred stock 40,117,648 - Convertible notes 2,392,631 4,048,583 Total 52,138,194 4,747,591 The basic earnings per share include 597,005,155 473,639,756 The diluted earnings per share include 747,095,264 613,142,865
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Property and Equipment, net	Property and Equipment, net Property and equipment, net including any major improvements, are recorded at historical cost. The cost of repairs and maintenance is charged against operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT, NET Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10
Intangible Assets and Goodwill	Intangible Assets and Goodwill The Company has intangible assets. Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.530 0.921 0.123

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE	The following financial instruments were included. In some periods the diluted loss per share was calculated because the effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 Warrants to purchase common stock 9,627,915 502,915 Series C-1 Convertible Preferred stock - 196,093 Series C-2 Convertible Preferred stock 40,117,648 - Convertible notes 2,392,631 4,048,583 Total 52,138,194 4,747,591
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT, NET	SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT, NET Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, 2021 2020 Computers and technological assets $ 3,310,025 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,611,042 8,567,298 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Property and equipment, gross 12,578,155 16,162,639 Less accumulated depreciation (3,076,710 ) (2,491,740 ) Property and equipment, net $ 9,501,445 $ 13,670,899

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2021
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY 6/30/21 12/31/20 Raw Material 1,053,150 991,522 Semi Finished 1,226,593 1,372,950 Finished 1,971,521 6,018,529 Packaging 16,280 20,937 Trading 5,792 5,792 Total 4,273,339 8,409,733

RELATED PARTY OPERATING LEASE_2

RELATED PARTY OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY	SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2021 Right-of-use assets $ 209,315 Total lease liability obligations $ 219,459 Weighted-average remaining lease term (Ends December 31, 2021) 0.5 Weighted-average discount rate 6.0 %
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES	Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2021, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES $ 2021 Maturity of operating lease liabilities for the following fiscal years: 2021 $ 223,322 2022 — 2023 — 2024 — 2025 — Thereafter — Total undiscounted operating lease payments $ 223,322 Less: Imputed interest (3,863 ) Present value of operating lease liabilities $ 219,459

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE	Notes payable is summarized as follows. We expect the final PPP loan to be forgiven in the 3 rd SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 9,258,400 Notes payable – related party (2) 1,685,685 151,500 Notes payable - related party (4) 55,556 116,668 Total related party notes 5,803,954 9,526,568 PPP loans (3) 236,410 921,133 Notes payable (4) 20,533 - SBA loan (4) 99,100 50,250 Total notes payable 6,159,997 10,497,951 Other liability—Related Party June 30, 2021 December 31, 2020 Notes Payable -Related Party (Software and Building Modifications) 3,042,638 2,698,659 (1) Payable to Quintel. Amount agreed to carry forward in reverse merger transaction. (2) Payable to CEO, secured by XXII common stock. (3) the PPP loans include both Exactus and Panacea loans. (4) Liability from Exactus

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS	SCHEDULE OF STOCK OPTIONS Number of shares subject options Wighted average exercise price per share Weighted average remaining contractual life Aggregate intrinsic value Balance at December 31, 2020 3,751,749 $ 0.23 8.00 Options granted 3,500,000 $ 0.03 1.56 Options exercised (1,000,000 ) $ 0.10 Options cancelled/ expired (750,000 ) $ 0.32 Balance at June 30, 2021 5,501,749 $ 0.15 4.16 262,500 Vested and exercisab le at June 30, 2021 5,501,749 $ 0.15 4.16 262,500
SCHEDULE OF COMMON STOCK WARRANTS	SCHEDULE OF COMMON STOCK WARRANTS Post split Post split Post split Grant Exercise Balance Forfeited Balance Name Date Expire Price 12/31/2019 Granted Converted Cancelled 12/31/20 Millennium Park Capital 3/21/19 3/21/24 5.6 20,125,000 - - - 20,125,000 Millennium Park Capital 11/13/19 11/13/24 19.6 14,000,000 - - - 14,000,000 3i, LP /Obsidian 11/27/19 11/27/21 21.28 7,717,136 - - - 7,717,136 Alliance Global 11/27/19 11/27/23 22.12 2,357,236 - - - 2,357,236 Total 57,800,372 - - (13,601,000 ) 1,578,549
SCHEDULE OF PREFERRED STOCK	SCHEDULE OF PREFERRED STOCK EXACTUS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) PREFERRED (unaudited) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Three Months Ended June 30, 2021 Preferred Stock Convertible - Series Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of March 31, 2021 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition 450 - 1,500,000 150 6,000,000 600 - - - - - - 7,500,450 $ 750 Balance as of June 30, 2021 450 $ 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,450 $ 852 Six Months Ended June 30, 2021 Preferred Stock Convertible - Series Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition 450 - 1,500,000 150 6,000,000 600 - - - - - - 7,500,450 $ 750 Balance as of June 30, 2021 450 $ 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,450 $ 852 Three Months Ended June 30, 2020 Preferred Stock Convertible - Series A Shares Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of March 31, 2020 - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - $ - Balance as of June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Six Months Ended June 30, 2020 Preferred Stock Convertible - Series A Shares Preferred Stock Series B-1 Shares Preferred Stock Series B-2 Shares Preferred Stock Series C Shares Preferred Stock Series C-1 Shares Preferred Stock Series D Shares TOTAL PREFERRED STOCK Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, 2019 - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Beginning balance, value - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - $ - Balance as of June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Ending balance, value - $ - $ - $ 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102

NATURE OF ORGANIZATION (Details

NATURE OF ORGANIZATION (Details Narrative) - a	Dec. 31, 2019	Mar. 11, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]
Area of Land	200
Exactus One World, LLC [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired		50.10%

SCHEDULE OF ANTI-DILUTIVE DILUT

SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	52,138,194	4,747,591
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,627,915	502,915
Series C One Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		196,093
Series C Two Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	40,117,648
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,392,631	4,048,583

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT, NET (Details)	6 Months Ended
	Jun. 30, 2021
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	5 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	10 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	10 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Oct. 31, 2017
Entity Listings [Line Items]
Accmulated deficit	$ 11,242,516		$ 11,242,516		$ 11,679,623
Cash	6,100,000		6,100,000
Common stock value	59,701		59,701		47,364
Marketable Securities	$ 1,297,017		$ 1,297,017
Basic earnings per share	597,005,155	473,639,756	597,005,155	473,639,756
Diluted earnings per share			747,095,264	613,142,865
Business acquisition, goodwill	$ 2,533,530		$ 2,533,530		2,533,530
Phoenix Life Sciences, Inc. [Member]
Entity Listings [Line Items]
Business acquisition, goodwill						$ 2,530,000
Business acquisition, Intangible assets	921,000		921,000		$ 123,000
Leslie Buttorff [Member]
Entity Listings [Line Items]
Notes Payable, Current	1,624,000		1,624,000
22nd Century Group, Inc [Member]
Entity Listings [Line Items]
Common stock value	6,000,000		6,000,000
Quintel MC, Inc [Member]
Entity Listings [Line Items]
Notes Payable, Current	$ 4,062,713		$ 4,062,713

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 12,578,155	$ 16,162,639
Less accumulated depreciation	(3,076,710)	(2,491,740)
Property and equipment, net	9,501,445	13,670,899
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,310,025	2,993,626
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	55,951	55,951
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	7,611,042	8,567,298
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	92,222	2,293,472
Asset under Construction [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		743,377
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,508,915	$ 1,508,915

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 1,053,150	$ 991,522
Semi Finished	1,226,593	1,372,950
Finished Goods	1,971,521	6,018,529
Packaging	16,280	20,937
Trading	5,792	5,792
Inventory, Net	$ 4,273,339	$ 8,409,734

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 209,315	$ 412,159
Operating Lease Liabilities [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets	209,315
Total lease liability obligations	$ 219,459
Operating Lease, Weighted Average Remaining Lease Term		6 months
Weighted-average discount rate	6.00%

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Present value of operating lease liabilities	$ 219,459	$ 432,453
Operating Lease Liabilities [Member]
Lessee, Lease, Description [Line Items]
2021	223,322
2022
2023
2024
2025
Thereafter
Total undiscounted operating lease payments	223,322
Less: Imputed interest	(3,863)
Present value of operating lease liabilities	$ 219,459

RELATED PARTY OPERATING LEASE_3

RELATED PARTY OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating Lease, Cost	$ 111,661	$ 106,586	$ 223,322	$ 213,171

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)		Jun. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total related party notes		$ 5,803,954	$ 9,526,568
Total notes payable		6,159,997	10,497,951
Notes Payable One [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[1]	4,062,713	9,258,400
Notes Payable Two [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[2]	1,685,685	151,500
Notes Payable Three [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes		55,556	116,668
Notes Payable Four [Member] | PPP Loans [Member]
Short-term Debt [Line Items]
Total notes payable		236,410	921,133
Notes Payable Five [Member] | Notes Payable [Member]
Short-term Debt [Line Items]
Total notes payable		20,533
Notes Payable Six [Member] | S B A Loan [Member]
Short-term Debt [Line Items]
Total notes payable		99,100	50,250
Notes Payable [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total notes payable		$ 3,042,638	$ 2,698,659
[1]	Payable to Quintel. Amount agreed to carry forward in reverse merger transaction.
[2]	Payable to CEO, secured by XXII common stock.

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

Mar. 03, 2021

Jun. 30, 2021

Apr. 30, 2021

Feb. 28, 2021

Jan. 28, 2021

Jun. 30, 2020

May 28, 2020

May 22, 2020

Apr. 29, 2020

Oct. 31, 2019

Jun. 30, 2021

Dec. 31, 2020

Short-term Debt [Line Items]

Notes payable

$ 6,159,997

$ 6,159,997

$ 10,497,951

Liabilities

11,617,280

$ 11,617,280

$ 21,060,314

Reverse Split [Member]

Short-term Debt [Line Items]

Number of shares issued

33,929

Liabilities

13,000

$ 13,000

Vendors [Member]

Short-term Debt [Line Items]

Number of shares issued

2,009,616

Litigation Settlement, Expense

$ 322,000

Economic Injury Disaster Loan [Member]

Short-term Debt [Line Items]

Debt Instrument, Term

30 years

Proceeds from loan

$ 99,100

Debt interest rate

3.75%

Debt Instrument, Periodic Payment

$ 483

Debt Instrument, Frequency of Periodic Payment

monthly

Notes payable

236,410

236,410

Accrued interest

$ 2,047

2,047

Paycheck Protection Program Funding [Member]

Short-term Debt [Line Items]

Proceeds from loan

$ 236,410

Debt interest rate

1.00%

Debt instrument, description

There shall be no payment due by the Company during the six months period beginning on the date of this note (“Deferral Period”). Commencing one month after the expiration of the Deferral Period, the Company shall pay the lender monthly payments of principal and interest, each in equal amount required to fully amortize by the maturity date. If a payment on this note is more than ten days late, the lender shall charge a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. The full amount of the PPP loan and accrued interest was forgiven on May 20, 2021 and written off. It was recorded as a forgiveness of loan in the Company’s profit and loss statement as other income.

Paycheck Protection Program Funding [Member] | Second Draw [Member]

Short-term Debt [Line Items]

Proceeds from loan

$ 236,410

Debt interest rate

1.00%

Debt maturity date

Apr. 21, 2026

Small Business Administration Loans [Member] | Second Draw [Member]

Short-term Debt [Line Items]

Proceeds from loan

$ 243,041

Debt instrument, description

the second draw loan was forgiven on June 28, 2021.

Small Business Administration Loans [Member] | First Draw [Member]

Short-term Debt [Line Items]

Proceeds from loan

$ 273,300

Debt instrument, description

The first draw loan, including any accrued interest, was officially forgiven by the SBA and the respective lending bank, FirstBank, on March 3, 2021.

Quintel Note [Member] | Panacea [Member] | Quintel [Member]

Short-term Debt [Line Items]

Debt interest rate

12.00%

Debt instrument, description

maturity date of December, 2023

Proceeds from notes payable

$ 4,062,714

Buttorff Note [Member] | Panacea [Member] | Ms. Buttorff [Member]

Short-term Debt [Line Items]

Debt interest rate

10.00%

Debt maturity date

Dec. 31, 2022

Proceeds from notes payable

$ 1,624,000

Proceeds from line of credit

$ 1,000,000

Line of credit, maturity date

Jan. 31, 2022

Short Term Promissory Note [Member] | Officer [Member]

Short-term Debt [Line Items]

Debt interest rate

12.00%

Notes payable

$ 55,556

55,556

Debt principal amount

$ 55,556

Debt Instrument, Interest Rate, Stated Percentage

18.00%

[custom:OriginalIssueDiscountPercentage-0]

10.00%

Debt Instrument, Unamortized Discount

$ 5,556

Short Term Promissory Note [Member] | Officer [Member] | Minimum [Member]

Short-term Debt [Line Items]

Debt maturity date

Oct. 18, 2019

Short Term Promissory Note [Member] | Officer [Member] | Maximum [Member]

Short-term Debt [Line Items]

Debt maturity date

Dec. 16, 2019

Short Term Promissory Note [Member] | Stockholder [Member]

Short-term Debt [Line Items]

Debt interest rate

8.00%

Notes payable

20,000

20,000

Accrued interest

$ 533

$ 533

Debt principal amount

$ 20,000

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details)	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Equity [Abstract]
Options outstanding, beginning | shares	3,751,749
Weighted average exercise price outstanding, beginning | $ / shares	$ 0.23
Weighted average remaining contractual life outstanding, beginning	8 years
Options Granted | shares	3,500,000
Options Granted | $ / shares	$ 0.03
Weighted average remaining contractual life outstanding, Options Granted	1 year 6 months 21 days
Options Exercised | shares	(1,000,000)
Options Exercised | $ / shares	$ 0.10
Options Canceled / expired | shares	(750,000)
Options Canceled / expired | $ / shares	$ 0.32
Options outstanding, ending | shares	5,501,749
Weighted average exercise price outstanding, ending | $ / shares	$ 0.15
Weighted average remaining contractual life outstanding, ending	4 years 1 month 28 days
Aggregate intrinsic value outstanding, ending | $	$ 262,500
Options Vested and exercisable | shares	5,501,749
Weighted average exercise price Vested and exercisable | $ / shares	$ 0.15
Weighted average remaining contractual life Vested and exercisable	4 years 1 month 28 days
Aggregate intrinsic value Vested and exercisable | $	$ 262,500

SCHEDULE OF COMMON STOCK WARRAN

SCHEDULE OF COMMON STOCK WARRANTS (Details) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Summary of Investment Holdings [Line Items]
Post split oustanding balance	57,800,372
Granted
Forfeited Cancelled	(13,601,000)
Post split oustanding balance	1,578,549
Millennium Park Capital [Member]
Summary of Investment Holdings [Line Items]
Grant Date	Mar. 21, 2019
Expire	Mar. 21, 2024
Post split Exercise Price | $ / shares	$ 5.6
Post split oustanding balance	20,125,000
Granted
Converted
Forfeited Cancelled
Post split oustanding balance	20,125,000
Millennium Park Capital One [Member]
Summary of Investment Holdings [Line Items]
Grant Date	Nov. 13, 2019
Expire	Nov. 13, 2024
Post split Exercise Price | $ / shares	$ 19.6
Post split oustanding balance	14,000,000
Granted
Converted
Forfeited Cancelled
Post split oustanding balance	14,000,000
3i, LP /Obsidian [Member]
Summary of Investment Holdings [Line Items]
Grant Date	Nov. 27, 2019
Expire	Nov. 27, 2021
Post split Exercise Price | $ / shares	$ 21.28
Post split oustanding balance	7,717,136
Granted
Converted
Forfeited Cancelled
Post split oustanding balance	7,717,136
Alliance Global [Member]
Summary of Investment Holdings [Line Items]
Grant Date	Nov. 27, 2019
Expire	Nov. 27, 2023
Post split Exercise Price | $ / shares	$ 22.12
Post split oustanding balance	2,357,236
Granted
Converted
Forfeited Cancelled
Post split oustanding balance	2,357,236

SCHEDULE OF PREFERRED STOCK (De

SCHEDULE OF PREFERRED STOCK (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Class of Stock [Line Items]
Beginning balance, value	$ 7,513,879	$ 10,264,709	$ 7,201,301	$ 12,370,887
Shares issued for acquisition	4,381,525		4,381,525
Ending balance, value	12,019,933	10,882,819	12,019,933	10,882,819
Preferred Stocks [Member]
Class of Stock [Line Items]
Beginning balance, value	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	1,020,000	1,020,000	1,020,000	1,020,000
Shares issued for acquisition	$ 750		$ 750
Shares issued for acquisition, shares	7,500,450		7,500,450
Ending balance, value	$ 852	$ 102	$ 852	$ 102
Ending balance, shares	8,520,450	1,020,000	8,520,450	1,020,000
Convertible Preferred Stock Series A Shares [Member]
Class of Stock [Line Items]
Beginning balance, value
Beginning balance, shares
Shares issued for acquisition
Shares issued for acquisition, shares	450		450
Ending balance, value
Ending balance, shares	450		450
Preferred Stock Series B-1 Shares [Member]
Class of Stock [Line Items]
Beginning balance, value
Beginning balance, shares
Shares issued for acquisition	$ 150		$ 150
Shares issued for acquisition, shares			1,500,000
[custom:StockIssuedDuringPeriodSharesRetroactiveApplicationOfRecapitalization]	1,500,000
Ending balance, value	$ 150		$ 150
Ending balance, shares	1,500,000		1,500,000
[custom:AdjustedBalanceOfPreferredSharesShares]
Preferred Stock Series B 2 Shares [Member]
Class of Stock [Line Items]
Beginning balance, value
Beginning balance, shares
Shares issued for acquisition	$ 600		$ 600
Shares issued for acquisition, shares	6,000,000		6,000,000
Ending balance, value	$ 600		$ 600
Ending balance, shares	6,000,000		6,000,000
Preferred Stock Series C Shares [Member]
Class of Stock [Line Items]
Beginning balance, value	$ 100	$ 100	$ 100	$ 100
Beginning balance, shares	1,000,000	1,000,000	1,000,000	1,000,000
Shares issued for acquisition
Shares issued for acquisition, shares
Ending balance, value	$ 100	$ 100	$ 100	$ 100
Ending balance, shares	1,000,000	1,000,000	1,000,000	1,000,000
Preferred Stock Series C 1 Shares [Member]
Class of Stock [Line Items]
Beginning balance, value	$ 1	$ 1	$ 1	$ 1
Beginning balance, shares	10,000	10,000	10,000	10,000
Shares issued for acquisition
Shares issued for acquisition, shares
Ending balance, value	$ 1	$ 1	$ 1	$ 1
Ending balance, shares	10,000	10,000	10,000	10,000
Preferred Stock Series D Shares [Member]
Class of Stock [Line Items]
Beginning balance, value	$ 1	$ 1	$ 1	$ 1
Beginning balance, shares	10,000	10,000	10,000	10,000
Shares issued for acquisition
Shares issued for acquisition, shares
Ending balance, value	$ 1	$ 1	$ 1	$ 1
Ending balance, shares	10,000	10,000	10,000	10,000

STOCKHOLDERS_ EQUITY (DEFICIT_2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jan. 22, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	650,000,000		650,000,000		650,000,000	650,000,000
Common stock, par value per share	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Reverse stock split					one (1) for twenty-eight (28) basis (the “Reverse Stock Split”)
Options exercise price					$ 0.10
Options term					8 years
Stock option	5,501,749		5,501,749		5,501,749	3,751,749
Weighted average price per share	$ 0.15		$ 0.15		$ 0.15	$ 0.23
Stock option exercisable price	$ 0.15		$ 0.15		$ 0.15
[custom:CommonStockWarrantOutstanding-0]	1,578,549		1,578,549		1,578,549	1,578,549
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.49		$ 0.49		$ 0.49	$ 0.49
Preferred stock, shares authorized	50,000,000		50,000,000		50,000,000
Preferred stock, par value per share	$ 0.0001		$ 0.0001		$ 0.0001
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, conversion rate	$ 0.05		$ 0.05		$ 0.05
Convertible Preferred Stock, Shares Reserved for Future Issuance	1,000		1,000		1,000
Preferred stock, redemption terms					The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed.
Series A Preferred Stock [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Converted					50
Common Stock [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Issued					1,000,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, description					The Company is prohibited from effecting the conversion of the Series A Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% upon 61 days’ written notice to the Company), in the aggregate, of the issued and outstanding shares of the common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred.
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock option				7,251,749
Weighted average price per share				$ 0.13
Stock option vested				5,220,499
Stock option exercisable price				$ 0.17
Officers And Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period		11,000,000
Options exercise price		$ 0.025
Options term		two-year
Larry Wert [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period		3,500,000
Three Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period		10,000,000
Principal Shareholder And Chief Executive Officer [Member] | Series C Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued connection with acquisition					1,000,000
Preferred stock, conversion percentage					17.80%
Preferred stock, liquidation preference	$ 6.046		$ 6.046		$ 6.046
Preferred stock, conversion rate	64.098		64.098		$ 64.098
Principal Shareholder And Chief Executive Officer [Member] | Series C One Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued connection with acquisition					10,000
Preferred stock, conversion percentage					17.80%
Preferred stock, liquidation preference	281.25		281.25		$ 281.25
Preferred stock, conversion rate	2,981.7418		2,981.7418		$ 2,981.7418
Principal Shareholder And Chief Executive Officer [Member] | Series D Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued connection with acquisition					10,000
Principal Shareholder And Chief Executive Officer [Member] | Series Donvertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, conversion percentage					17.80%
Preferred stock, liquidation preference	430		430		$ 430
Preferred stock, conversion rate	$ 4,558.7519		$ 4,558.7519		$ 4,558.7519
Panacea Share Exchange [Member] | Panacea Employees And Service Providers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period	9,506,616
Options exercise price	$ 0.10
Options term	5 years
Panacea Share Exchange [Member] | Board Of Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period	1,650,000
Options exercise price	$ 0.10
Options term	5 years
Panacea Share Exchange [Member] | Former And Current Directors And Service Providers [Member] | Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period	500,000
Options exercise price	$ 0.10
Options term	5 years
Exchange Agreement [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt principal amount	$ 750,000		$ 750,000		$ 750,000
Exchange Agreement [Member] | 0% Series A Convertible Preferred Stock [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt conversion, shares issued					500
Preferred stock, dividend rate					0.00%
Shares issued price per share	$ 1,000		$ 1,000		$ 1,000
Two Thousand Eighteen Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of years shares available for grant	10 years		10 years		10 years
Number of shares authorized under plan	9,500,000		9,500,000		9,500,000
2021 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of years shares available for grant	10 years		10 years		10 years
Number of shares authorized under plan	113,383,460		113,383,460		113,383,460
2021 Plan [Member] | Panacea Share Exchange [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted durind period	2,959,616
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse stock split					the reverse exchange ratio was agreed to be 19.87827846550750.
Shares issued connection with acquisition			123,365,399		123,365,399

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	6 Months Ended
	Feb. 16, 2021	Aug. 23, 2021	Jun. 30, 2021
Ms. Buttorff [Member] | Subsequent Event [Member]
Loss Contingencies [Line Items]
Termination benifits (Base Salary)		$ 780,000
Payments for settlement		$ 1,560,000
Executive Employment Agreement [Member] | Ms. Buttorff [Member]
Loss Contingencies [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold			$ 380,000
[custom:RevenueFromContractWithCustomerPerformanceObligationPercentage-0]			100.00%
Executive Employment Agreement [Member] | Ms. Buttorff [Member] | Sales [Member]
Loss Contingencies [Line Items]
[custom:RevenueFromContractWithCustomerPerformanceObligationPercentage-0]			2.00%
Revenue from Contract with Customer, Excluding Assessed Tax			$ 500,000
Accrued Bonuses, Current			$ 2,200,000
Henley Group Inc [Member] | Panacea [Member]
Loss Contingencies [Line Items]
Damages sought value	$ 45,000,000,000
Damages awarded value	$ 720,000,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Oct. 31, 2019
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Proceeds from Related Party Debt	$ 1,992,041	$ 1,486,860
Short term loans notes payable			$ 55,556
XXII Common Stock [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Shares, Outstanding	1,297,000
Ms. Buttorff [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Proceeds from Related Party Debt	$ 1,624,000
Proceeds from lines of credit	$ 1,000,000

EXCHANGE AGREEMENT between Ex_2

EXCHANGE AGREEMENT between Exactus, Inc. and Panacea Life Sciences, Inc. (Details Narrative) - USD ($)	Jun. 29, 2021	Jun. 30, 2021	Dec. 31, 2020
Affiliate, Collateralized Security [Line Items]
Property, plant and equipment		$ 9,501,445	$ 13,670,899
Notes payable		$ 6,159,997	$ 10,497,951
Common stock, par value		$ 0.0001	$ 0.0001
Reverse stock split		one (1) for twenty-eight (28) basis (the “Reverse Stock Split”)
Panacea Life Sciences Inc [Member]
Affiliate, Collateralized Security [Line Items]
Debt Conversion, Converted Instrument, Rate		100.00%
Investment		$ 14,000,000
Property and improvements, description		Panacea sold to XXII the real property and improvements located in Delta County, Colorado, and comprised of approximately 234.394 acres of land. Panacea retained 10 acres of the land for its own use. The agreed upon amount was $2,200,000 for an allocated value as follows: (i) $1,770,000 for the real property and improvements which constitute a part of the Farm Parcel; and (ii) $430,000 for the equipment, machinery and other personal property owned by Panacea.
Real property and improvements		$ 1,770,000
Property, plant and equipment		430,000
Accounts receivable		500,000
Twenty Thousand Twenty Two [Member]
Affiliate, Collateralized Security [Line Items]
Notes payable		4,300,000
J And N Real Estate Company LLC [Member]
Affiliate, Collateralized Security [Line Items]
Issuance of mortgage		$ 4,300,000
Exchange Agreement [Member] | Panacea Life Sciences Inc [Member]
Affiliate, Collateralized Security [Line Items]
Shares converted		20,143,322
Shares returned		1,013,333
XXII Common Stock [Member]
Affiliate, Collateralized Security [Line Items]
Ownership, percentage		11.60%
Common Stock [Member] | Two Thousand And Twenty One Plan [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues	113,383,460
Common Stock [Member] | Exchange Agreement [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues		473,639,756
Series C Convertible [Member] | Exchange Agreement [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues		1,000,000
Shares converted		64,098,172
Series C One Convertible [Member] | Exchange Agreement [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues		10,000
Shares converted		29,817,418
Series D Convertible [Member] | Exchange Agreement [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues		10,000
Shares converted		45,587,519
Series C Convertible Preferred Stock [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues	1,000,000
Series C One Convertible Preferred Stock [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Series D Convertible Preferred Stock [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
XXII Series B Preferred [Member]
Affiliate, Collateralized Security [Line Items]
Conversion of stock, amount issued		$ 7,000,000
Exactus Common Stock [Member]
Affiliate, Collateralized Security [Line Items]
Convertible debt		500,000
Conversion of stock, amount issued		$ 7,000,000
Series D [Member] | J And N Real Estate Company LLC [Member]
Affiliate, Collateralized Security [Line Items]
Stock Issued During Period, Shares, New Issues		10,000
Leslie Buttorff [Member] | Cash [Member]
Affiliate, Collateralized Security [Line Items]
Cash		$ 5,000,000
Leslie Buttorff [Member] | XXII Common Stock [Member]
Affiliate, Collateralized Security [Line Items]
Shares issued, amount		2,000,000
Leslie Buttorff [Member] | Convertible Debt [Member]
Affiliate, Collateralized Security [Line Items]
Convertible debt		7,000,000
Leslie Buttorff [Member] | Investments [Member]
Affiliate, Collateralized Security [Line Items]
Business owned		14,000,000
Leslie Buttorff [Member] | Investments [Member] | Panacea Life Sciences Inc [Member]
Affiliate, Collateralized Security [Line Items]
Business owned		$ 14,000,000
Ms. Buttorff [Member]
Affiliate, Collateralized Security [Line Items]
Ownership, percentage		62.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) shares in Millions, $ in Millions	2 Months Ended	6 Months Ended
	Aug. 23, 2021	Jun. 30, 2021
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued during period	2
Ms. Buttorff [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Interest Rate During Period		10.00%
Ms. Buttorff [Member] | Maximum [Member]
Subsequent Event [Line Items]
Long-term Line of Credit		$ 1