Panacea Life Sciences (PLSH) 10-Q/A 20 Dec 21 2021 Q2 Quarterly report (amended) Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Dec. 09, 2021
Entity Addresses [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Amendment No. 2
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	Panacea Life Sciences Holdings, 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		14,073,708
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Exactus, Inc. 80 NE 4th Avenue
Entity Address, Address Line Two	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 (Unaudited) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jan. 02, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 130,707			$ 84,379
Accounts receivable, net	289,621			147,302
Other receivables, related party	500,000
Inventory, net	4,273,339			8,409,734
Marketable securities related party	6,005,188			2,853,437
Prepaid expenses and other current assets	101,968			27,375
TOTAL CURRENT ASSETS	11,300,823			11,522,227
Operating lease right-of-use asset, net, related party	3,767,641		$ 4,595,509	3,937,706
Property and equipment, net	9,430,789			13,590,286
Intangible assets, net	92,100			122,801
Goodwill	2,188,810			2,188,810
TOTAL ASSETS	26,780,163			31,361,830
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,178,325			1,765,267
Operating lease liability, current portion, related party	1,393,425			1,162,869
Note payable-current, related party	5,823,954			15,061,044
Paycheck protection loan, SBA Loan	335,510			273,300
TOTAL CURRENT LIABILITIES:	8,731,214			18,262,480
Operating lease liability, long-term portion, related party	3,521,156			3,692,392
Other long-term liabilities, related party	3,042,638			2,698,659
TOTAL LIABILITIES	15,295,008			24,653,531
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,321,613 and 16,915,706 shares issued and outstanding on June 30, 2021 and December 31, 2020 respectively.	2,132			1,692
Additional paid in capital	23,066,921			18,689,119
Accumulated deficit	(11,584,750)			(11,982,614)
TOTAL STOCKHOLDERS’ EQUITY	11,485,155	$ 7,078,949		6,708,299	$ 10,575,512	$ 9,920,290	$ 11,940,129
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	26,780,163			31,361,830
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	150
Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	600
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	100			100
Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	1			1
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 1			$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (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	21,321,613	16,915,706
Common Stock, Shares, Outstanding	21,321,613	16,915,706
Series A Preferred Stock [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	6,000,000	6,000,000
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 (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
REVENUE	$ 313,496	$ 6,161,468	$ 825,634	$ 6,961,989
COST OF SALES	248,646	2,975,972	578,483	3,380,099
GROSS PROFIT	64,850	3,185,496	247,151	3,581,890
OPERATING EXPENSES
Production related operating expenses	1,169,040	976,546	2,156,973	1,705,316
General and administrative expenses	335,224	1,406,307	621,268	2,068,446
TOTAL OPERATING EXPENSES	1,504,264	2,382,853	2,778,241	3,773,762
INCOME (LOSS) FROM OPERATIONS	(1,439,414)	802,643	(2,531,090)	(191,872)
OTHER INCOME (EXPENSES)
Interest expense	(284,381)	(393,931)	(606,944)	(748,243)
Unrealized gain (loss) on marketable securities, net	1,738,002	18,676	3,151,751	(435,280)
Other income (loss)		158,405		(77,709)
Rental income	67,317	57,929	162,918	156,201
Gain (Loss) on sale of assets	(297,351)	11,500	(297,351)	(67,714)
Gain on extinguishment of debt	243,041		518,580
TOTAL OTHER INCOME (EXPENSE)	1,466,628	(147,421)	2,928,954	(1,172,745)
INCOME (LOSS) BEFORE INCOME TAXES	27,214	655,222	397,864	(1,364,617)
TAXES
NET INCOME (LOSS)	$ 27,214	$ 655,222	$ 397,864	$ (1,364,617)
BASIC NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
DILUTED NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	16,915,706	16,915,706	16,915,706	16,915,706
Diluted	16,915,706	16,915,706	16,915,706	16,915,706

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' 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	$ 1,692	$ 18,689,119	$ (6,750,784)	$ 11,940,129
Beginning balance, shares at Dec. 31, 2019	1,020,000	16,915,706
Shares issued for acquisition
Shares issued for acquisition, shares
Net Income (Loss)				(1,364,617)	(1,364,617)
Ending balance, value at Jun. 30, 2020	$ 102	$ 1,692	18,689,119	(8,115,401)	10,575,512
Ending balance, shares at Jun. 30, 2020	1,020,000	16,915,706
Beginning balance, value at Mar. 31, 2020	$ 102	$ 1,692	18,689,119	(8,770,623)	9,920,290
Beginning balance, shares at Mar. 31, 2020	1,020,000	16,915,706
Shares issued for acquisition
Shares issued for acquisition, shares
Net Income (Loss)				655,222	655,222
Ending balance, value at Jun. 30, 2020	$ 102	$ 1,692	18,689,119	(8,115,401)	10,575,512
Ending balance, shares at Jun. 30, 2020	1,020,000	16,915,706
Beginning balance, value at Dec. 31, 2020	$ 102	$ 1,692	18,689,119	(11,982,614)	6,708,299
Beginning balance, shares at Dec. 31, 2020	1,020,000	16,915,706
Shares issued for acquisition	$ 750	$ 440	4,377,802		4,378,992
Shares issued for acquisition, shares	7,500,450	4,405,907
Net Income (Loss)				397,864	397,864
Ending balance, value at Jun. 30, 2021	$ 852	$ 2,132	23,066,921	(11,584,750)	11,485,155
Ending balance, shares at Jun. 30, 2021	8,520,450	21,321,613
Beginning balance, value at Mar. 31, 2021	$ 102	$ 1,692	18,689,119	(11,611,964)	7,078,949
Beginning balance, shares at Mar. 31, 2021	1,020,000	16,915,706
Shares issued for acquisition	$ 750	$ 440	4,377,802		4,378,992
Shares issued for acquisition, shares	7,500,450	4,405,907
Net Income (Loss)				27,214	27,214
Ending balance, value at Jun. 30, 2021	$ 852	$ 2,132	$ 23,066,921	$ (11,584,750)	$ 11,485,155
Ending balance, shares at Jun. 30, 2021	8,520,450	21,321,613

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net income (loss)	$ 397,864	$ (1,364,617)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation	887,838	647,253
Fixed asset disposal loss	297,351	67,714
Amortization of intangible assets	30,701	30,701
Gain on forgiveness of Paycheck Protection Program loan	(518,580)
Unrealized gain/loss on marketable securities	(3,151,751)	435,279
Changes in operating assets and liabilities
Accounts receivable	(142,319)	73,459
Inventory	(556,972)	(7,555,868)
Prepaid expense and other assets	(74,593)	(373,924)
Accounts payable and accrued expenses	661,376	1,791,547
Operating lease liability, net	229,386	229,391
Net cash used in operating activities	(1,939,699)	(6,019,065)
Cash flows from investing activities
Net cash received from acquisition	9,157
Proceeds from sale of fixed assets	446,026	34,920
Net fixed asset acquisition	(186,197)	(2,421,537)
Net Cash provided by (used in) investing activities	268,986	(2,386,617)
Cash flows from financing activities
Proceeds from payroll protection loan, SBA loan	243,041	273,300
Payments of principal on notes payable - related party	(135,000)	(3,503,545)
Proceeds on note payable - related party	1,609,000	4,717,105
Net cash provided by financing  activities	1,717,041	1,486,860
Net increase (decrease) in Cash and Cash Equivalents	46,328	(6,918,822)
Cash and Cash Equivalents, Beginning of Period	84,379	8,515,509
Cash and Cash Equivalents, End of Period	130,707	1,596,687
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year
Noncash investing and financing activity
Non-cash receivable - related party	(500,000)
Related party loan repayment with inventory	4,693,367
Non cash fixed asset disposal as part of the reverse acquisition	3,058,457
Debt retired in merger, related party	(12,718,441)
Exactus liabilities from acquisition	1,096,782
Preferred Series B-1 Issuance in Acquisition	150
Preferred Series B-2 Issuance in Acquisition	600
Common stock issued for the reverse merger with Exactus	$ 4,369,085

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 PANACEA LIFE SCIENCES HOLDINGS, Inc. (the “Company”, “Exactus”, “we”, “us”, “our”) was incorporated on January 18, 2008 in the State of Nevada. 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 CBD company, and the stockholders of Panacea. Pursuant to the Exchange Agreement, the former Panacea stockholders assumed majority control of the Exactus and all operations are now operated by Panacea, which as a result of the share exchange became a wholly-owned subsidiary of the Exactus. (See Note 10 – Exchange Agreement).

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 recapitalization 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 merger and 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 Exactus 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. All share and per share numbers have been retroactively adjusted to give effect to a 1-for-28 reverse stock split Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has merged with Exactus, so the below items reflect stand-alone historical results of Panacea through June 30, 2021 and the combined financial information thereafter. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of June 30, 2021, our accumulated deficit was $ 11.6 6.1 nd 6.0 4,062,713 1,685,685 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. However, adverse consequences from COVID-19 and recent supply chain disruptions and delays may hinder our ability to continue our operations and generate revenue. The impact to date has included a decline in CBD product and sales demand. Further, in 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks, and sales of PPE products, which constituted a significant portion of our revenue during the fiscal quarter ended June 30, 2021 and prior periods during the pandemic, have declined as vaccines continue to be administered and mask mandates and similar requirements have been lifted or reduced in many places. 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 consist of 1,297,017 Going Concern 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, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory 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. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 6,005,188 6,005,188 $ $ 2,853,437 $ 2,853,437 $ $ Total $ 6,005,188 $ 6,005,188 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the six months ended June 30, 2021 or 2020. SCHEDULE OF MARKETABLE SECURITIES June 30, 2021 Balance at beginning of year $ 2,853,437 Unrealized gain on marketable securities, net 3,151,751 Balance at end of period $ 6,005,188 As of June 30, 2021, the Company has no liabilities that are re-measured at fair value. 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. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The company recorded $ 29,100 463,454 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 29,100 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 17,445 $ 121,300 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Some of the Company’s contract liabilities consist of advance customer payments. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. In 2020 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 a marginal revenue stream with continue throughout 2021 and 2022, but it is not a long-term focus for the Company. For the three months and six months ending June 30, 2021, the Company reduced its inventory by transferring $ 4,693,397 7,911,044 1,819,627 4,693,397 Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of June 30, 2021 and December 31, 2020, we did not believe we needed to reserve for any doubtful accounts, respectively. The Company’s accounts receivable policy changed in 2020 to only provide larger, well established companies with Net 30 payment terms. For all other sales they are paid by credit card or wires received before the product is shipped to the customer. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative and were $ 8,825 29,131 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”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on June 30, 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). Since all dilutive instruments were issued as of June 30, 2021, there is zero effect for the weighted average of all such instruments. SCHEDULE OF WEIGHTED AVERAGE SHARES 2021 2020 For the three months ended June 30, 2021 2020 Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - Series A Convertible Preferred - - Series B-1 Convertible Preferred - - Series B-2 Convertible Preferred - - Series C Convertible Preferred - - Series C-1 Convertible Preferred - - Series D Convertible Preferred - - Total - - The following financial instruments were not included in the diluted loss per share calculation for the three and six months ending June 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Restricted Stock 196,491 - 196,491 - Options to purchase common stock 61,446 - 61,446 - Warrants to purchase common stock 56,377 - 56,377 - Series A Convertible Preferred 250,000 - 250,000 - Series B-1 Convertible Preferred 6,679 - 6,679 - Series B-2 Convertible Preferred 26,786 - 26,786 - Series C Convertible Preferred 2,289,220 - 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - 1,064,908 - Series D Convertible Preferred 1,628,126 - 1,628,126 - Total 5,580,032 - 5,580,032 - 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. 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 $ 2.189 0.092 0.123

PROPERTY, EQUIPMENT, NET OF ACC

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	NOTE 3 – PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION 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 PROPERTY PLANT AND EQUIPMENT USEFUL LIVES 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 consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Computers and technological assets $ 3,310,024 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,538,041 8,494,296 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Total 12,505,153 16,089,637 Less accumulated depreciation (3,074,364 ) (2,499,351 ) Total Property and equipment, net $ 9,430,789 $ 13,590,286 The land and equipment decreased from December 31, 2020 to June 30, 2021 due to the partial sale of the farm land and equipment. See Note 10. Depreciation expenses for the three and six month periods ending June 30, 2021 and 2020 were $ 460,316 348,476 887,838 647,253 The asset under construction in 2020 was related to a deposit the Company made on an XL Novasep chromatography unit. The Company decided it did not have the proper equipment needed to house the unit, so it negotiated a settlement with Novasep to return the deposit less restocking and legal fees. The unit was never delivered to the Company. On May 24, 2021 $ 446,026 743,377

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2021
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY June 30 2021 December 31, 2020 Raw Materials $ 1,053,151 $ 991,523 Semi-Finished 1,226,593 1,372,950 Finished Goods 1,971,521 6,018,530 Packaging 16,281 20,938 Trading 5,793 5,793 Total $ 4,273,339 $ 8,409,734 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. At this time there are no inventory reserves required.

OPERATING LEASE RIGHT-OF-USE AS

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	6 Months Ended
	Jun. 30, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY Right of Use The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on January 1, 2019, the start of our 2019 fiscal year. The Company has one lease arrangement with a related party entered into on December 22, 2018 for a 3-year term commencing January 1, 2019 for certain laboratory facilities with a nine year extension option. This lease was extended and now expires on December 31, 2030. At inception, the Company recognized a Right of Use Asset and a corresponding lease liability in the amount of $ 4,595,509 The Company, as of January 1, 2019, leases a portion of the property (formerly the Environmental Protection Agency building) in Golden, CO from J&N Real Estate, owned by the CEO, a related party with a term expiring on December 31, 2030. The lease consists of all laboratory space including testing facilities, water treatment, extraction and production. 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. The Company also subleases some of its laboratory space to other CBD companies. This income is presented under the Other Income line items of the income statement. The leases vary from short-term monthly leases to 3 SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2021 December 31, 2020 Right-of-use assets $ 3,767,641 $ 3,937,706 Present value of operating lease liabilities $ 3,858,869 $ 4,022,870 Less: Long-term portion of operating lease liability (3,521,156 ) (3,692,392 ) Short-term portion of operating lease liability 337,713 330,478 Unpaid balances 1,055,712 832,391 Total short-term lease liability obligations $ 1,393,425 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9.5 10 Weighted-average discount rate 3.0 % During the three and six months ended June 30, 2021, we recognized approximately $ 114,693 229,386 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 Maturity of operating lease liabilities for the following fiscal years: 2021 $ 223,322 2022 $ 451,110 2023 $ 455,622 2024 $ 460,178 2025 $ 464,780 Thereafter $ 2,394,551 Total undiscounted operating lease payments $ 4,449,562 Less: Imputed interest $ (590,694 ) Present value of operating lease liabilities $ 3,858,868

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 indebtedness, while the June 30, 2021, now include the Panacea indebtedness, as well as Exactus’ indebtedness. U.S. Small Business Administration Loan On May 28, 2020, the Company received a secured, 30 99,100 3.75 483 monthly 99,100 2,047 Paycheck Protection Program Funding On May 22, 2020, the Exactus Company received federal funding in the amount of $ 236,410 1 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 statements of operations as other income. Notes payable – related party and other liability 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 Going concern 10 1,624,000 Going concern January 1, 2021 1,000,000 10 maturity date in 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 18 5,556 55,556 th During February 2021, the Company entered into a short-term promissory note for principal amount of $ 20,000 8 20,000 533 Notes payable is summarized as follows. The PPP loan was forgiven in the 3 rd The Company has recorded another liability which includes building leasehold improvements and SAP software and support fees. Refer to Note 9. SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 7,911,044 Notes payable – related party (2) 1,685,685 150,000 Notes payable -related party (3) - 7,000,000 Notes payable - related party (4) 75,556 - Total related party notes $ 5,823,954 $ 15,061,044 Paycheck protection loan (5) $ 236,410 $ 273,300 SBA loan (4) 99,100 - Total paycheck protection loan, SBA loan $ 335,510 $ 273,300 Other liability—related party June 30, 2021 December 31, 2020 SAP software and implementation and building modifications $ 3,042,638 $ 2,698,659 (1) Payable to Quintel. Amount agreed to carry forward in reverse merger transaction and includes historical interest owed of $ 1,932,358 4.7 (2) Payable to CEO, secured by XXII common stock. (3) Convertible debt owed to XXII (Refer to Note 10) (4) Liability carried over from Exactus (5) Paycheck protection loans include Exactus’ and Panacea’s loans. (6) As of June 30, 2021 the $ 3,042,638 513,390 0.320 1.3

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 - STOCKHOLDERS’ EQUITY Common stock The Company’s authorized common stock consists of 650,000,000 0.0001 Common stock options Stock Option Plan On June 30, 2021 the Company’s Board approved the 2021 Equity Incentive Plan (the “2021 Plan”). The aggregate number of shares of common stock which may be issued pursuant to the Plan is 4,049,409 10 As part of the merger of Exactus, Panacea assumed the Exactus 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 from the date of grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 339,286 10 196,491 On January 22, 2021, Exactus had granted 392,857 two-year options 0.70 125,000 267,857 267,857 Stock Options A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of June 30, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining C ontractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2020 - - - - Options assumed in merger 196,486 $ 3.51 3.70 262,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2021 196,486 $ 3.51 3.70 $ 262,500 Vested and exercisable at June 30, 2021 196,486 $ 3.51 3.70 $ 262,500 Stock Warrants As a result of the Merger closing (see Note 10), as of June 30, 2021, the Company had outstanding warrants to purchase an aggregate of 56,377 1,578,549 SUMMARY OF STOCK WARRANTS Name Expire Number of Shares Average Exercise Price Balance at December 31, 2020 - - - Assumed in Merger 56,337 $ 13.64 Total as of June 30, 2020 56,337 $ 13.64 As of June 30, 2021, the outstanding warrants have no intrinsic value. Restricted Stock A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2020 - Assumed in merger 107,993 Balance at June 30, 2021 107,993 As of June 30, 2021, there were no unamortized or unvested stock-based compensation costs related to restricted share arrangements. 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 2.29 281.25 106.49 430 162.81 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 35,714 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 Stockholder(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. PANACEA LIFE SCIENCES HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (unaudited) SCHEDULE OF PREFERRED STOCK Three Months Ended June 30, 2021 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, 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 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, 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 - $ - - $ - - $ - 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 - $ - - $ - - $ - 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. 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 On October 7, 2019, CMI Mechanical (“CMI”) agreed to procure, deliver, and install a dehumidification system (the “System”) at the Company’s facility located at 16194 W. 45th Drive, Golden, Colorado 80403 (the “Property”). The Company believes the System has failed to meet the requirements of the subject contract, and CMI has not remedied that failure for the Company. The Company withheld certain payments as permitted under the contract. On December 10, 2020, CMI recorded a lien against the Property in the amount of $ 108,001.48 Concentrations There are no concentrations of vendors to report. As of June 30, 2021, one customer accounts for 63% of the accounts receivable total. Executive Employment Agreement On June 30, 2021 the Company entered into an updated 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 $ 380,000 500,000 2.2 100 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 $ 4,062,713 On June 30, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10 1,624,000 On July 1, 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 Real Estate related party owned by Ms. Buttorff—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. Master Agreement, dated January 1, 2019, by and between the Company and Quintel/Canna Software, LLC for the provision of the ERPCannabis solution. As of June 30, 2021 the outstanding obligation under these two service contracts is $ 2,529,248 229,497 91,482 The interest expense recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS June 30, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 1,869,880 $ 1,347,356 Related party loan-CEO loan 61,685 1,500 Related party loan-XXII - - Accrued Interest, Related Party Three months ended Six months ended Three months ended Six months ended Interest Expense Related party loan-Quintel $ 123,104 $ 645,628 $ 218,513 $ 385,937 Related party loan-CEO loan 41,449 60,185 - - Related party loan-XXII - - 175,000 408,333 Interest Expense, Related Party Other The Company continues to hold 1,297,017

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, Exactus legally acquired Panacea pursuant to the Exchange Agreement with the shareholders of Panacea including its founder Leslie Buttorff and 22 nd 14 7 1,297,017 5 15.19 Shares Issuances Pursuant to the Exchange Agreement, on June 30, 2021 the Company issued a total of 16,915,705 1,000,000 2,289,220 10,000 1,064,907 10,000 1,628,125 100 62 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 10,000 On June 30, 2021, the Board approved and adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the issuance of up to 4,049,409 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 1. 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 10 2,200,000 1,770,000 430,000 500,000 1,013,333 719,404 4. J&N Real Estate Company LLC (J&N), owned by Leslie Buttorff, assumed a $ 4.3 4.3 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 As disclosed in Note 1 and 2 the Company has accounted for this merger as a reverse merger and recapitalization.

RESTATED FINANCIAL STATEMENTS A

RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS	NOTE 11 – RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q (the “Q2 2021 Form 10-Q”) of Panacea Life Sciences Holdings, Inc. (F/K/A Exactus, Inc.) (the “Company”) for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2021. We are filing this Amendment to change certain disclosures in Part I. Item 1 – Financial Statements, and Part II. Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – of the Q2 2021 Form 10-Q following the completion of review by the Company’s independent registered public accounting firm. The Q2 2021 Form 10-Q was previously filed before the review was completed. The review required adjustments to be made to the revenue and costs of goods sold, lease liability section, Exactus options and warrant updates which impacted all financial statements as shown below. The following tables’ present reconciliation from our prior periods as previously reported to the restated values for the consolidated balance sheets and the consolidated statement of operations. A description of restatements is listed below: Impacts of restatement The effects of the restatement on the line items within the Company’s condensed consolidated balance sheets as of June 30, 2021 are as follows: SCHEDULE OF EFFECTS OF RESTATEMENT (a) Reflects update of lease agreement from 3-year term to 12-year term. (b) Equipment that was work in progress was retired. (c) Goodwill impairment corrected. (d) To reclassify related party payables other long-term liabilities, related party. (e) Reflects update of lease agreement from 3-year term to 12-year term and separates current and long-term amounts. (f) The SBA loan was broken out into its own line item. (g) The PPE items sold to related party Quintel were removed as a liability in the reclassification. (h) Reclassification of the lease liability into short-term and long-term. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Balance Sheets June December 31, 2020 June December 31, 2020 June December 31, 2020 As Restated Adjustment As Reported June December 31, 2020 June December 31, 2020 June December 31, 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 130,707 $ 84,379 $ - $ - $ 130,707 $ 84,379 Accounts receivable, net 289,621 147,302 - - 289,621 147,302 Other receivables, related party 500,000 - - - 500,000 - Inventory, net 4,273,339 8,409,734 - - 4,273,339 8,409,734 Marketable securities related party 6,005,188 2,853,437 - - 6,005,188 2,853,437 Prepaid expenses and other current assets 101,968 27,375 - - 101,968 27,375 TOTAL CURRENT ASSETS 11,300,823 11,522,227 - - 11,300,823 11,934,936 Operating lease right-of-use asset, net, related party 3,767,641 3,937,706 (a) 3,558,326 3,525,547 209,315 412,159 Property and equipment, net 9,430,789 13,590,286 (b) (70,656 ) (80,613 ) 9,501,445 13,670,899 Intangible assets, net 92,100 122,801 - 1 92,100 122,800 Goodwill 2,188,810 2,188,810 (c) (344,720 ) (344,720 ) 2,533,530 2,533,530 TOTAL ASSETS $ 26,780,163 $ 31,361,830 $ 3,142,950 $ 3,100,215 $ 23,637,213 $ 28,261,615 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,178,325 $ 1,765,267 (d) $ (1,017,394 ) (829,591 ) $ 2,195,719 $ 2,594,858 Operating lease liability, current portion, related party 1,393,425 1,162,869 (e,h) 1,173,966 730,384 219,459 432,485 Note payable-current, related party 5,823,954 15,061,044 (f) (99,100 ) - 5,923,054 15,061,044 Paycheck protection loan, SBA Loan 335,510 273,300 (f) 99,100 - 236,410 273,300 TOTAL CURRENT LIABILITIES: 8,731,214 18,262,480 156,572 (99,207 ) 8,574,642 18,361,687 Operating lease liability, long-term portion, related party 3,521,156 3,692,392 (e,h) 3,521,156 3,692,392 Other long-term liabilities, related party 3,042,638 2,698,659 (g) - - 3,042,638 2,698,659 TOTAL LIABILITIES 15,295,008 24,653,531 $ 3,677,728 $ 3,593,185 11,617,280 21,060,346 Commitments and contingencies - - - - STOCKHOLDERS’ EQUITY Series A Preferred Stock: $ 0.0001 1,000 450 0 - - - - - - Series B-1 Preferred: $ 0.0001 32,000,000 1,500,000 0 150 - - - 150 - Series B-2 Preferred: $ 0.0001 6,000,000 6,000,000 0 600 - - - 600 - Series C Preferred: $ 0.0001 1,000,000 1,000,000 1,000,000 100 100 - - 100 100 Series C-1 Preferred: $ 0.0001 10,000 10,000 10,000 1 1 - - 1 1 Series D Preferred: $ 0.0001 10,000 10,000 10,000 1 1 - - 1 1 Preferred stock, value Common Stock: $ 0.0001 650,000,000 21,321,613 16,915,706 2,132 1,692 (57,569 ) (45,672 ) 59,701 47,364 Additional paid in capital 23,066,921 18,689,119 (134,975 ) (144,339 ) 23,201,896 18,833,458 Accumulated deficit (11,584,750 ) (11,982,614 ) (342,234 ) (302,991 ) (11,242,516 ) (11,679,623 ) TOTAL STOCKHOLDERS’ EQUITY 11,485,155 6,708,299 (534,778 ) (493,002 ) 12,019,933 7,201,301 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 26,780,163 $ 31,361,830 $ 3,142,950 $ 3,100,183 $ 23,637,213 $ 28,261,615 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The effects of the restatement on the line items within the Company’s condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2021are as follows: (a) To reclassify a 2021 related party transaction that was initially recorded as revenue and cost of goods sold. (b) To reclassify tenant rent and other items under other income. (c) To reflect expenses reclassified between production related operating expenses, general and administrative expenses and asset disposal. (d) To reflect changes to interest expense to match loan schedules. (e) Reflects a change in value of marketable securities that was previously unrecorded. (f) Rental income was removed from revenue and placed under Other Income. (g) Reflects 28 to 1 reverse stock split that was completed in October, 2021. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Statements of Operations 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 REVENUE $ 313,496 $ 6,161,468 $ 825,634 $ 6,961,989 (a) (b) $ (4,760,714 ) $ (57,929 ) $ (4,856,315 ) $ (156,201 ) $ 5,074,210 $ 6,219,397 $ 5,681,949 $ 7,118,190 COST OF SALES 248,646 2,975,972 578,483 3,380,099 (a) (4,782,660 ) (3,316 ) (4,691,282 ) (4,577 ) 5,031,306 2,979,288 5,269,765 3,384,676 GROSS PROFIT 64,850 3,185,496 247,151 3,581,890 21,946 (54,613 ) (165,033 ) (151,624 ) 42,904 3,240,109 412,184 3,733,514 OPERATING EXPENSES Production related operating expenses 1,169,040 976,546 2,156,973 1,705,316 (c) 170,860 (22,644 ) (7,630 ) (107,304 ) 998,180 999,190 2,164,603 1,812,620 General and administrative expenses 335,224 1,406,307 621,268 2,068,446 (c) (276,384 ) 10,751 (241,383 ) (186,754 ) 611,608 1,395,556 862,651 2,255,200 TOTAL OPERATING EXPENSES 1,504,264 2,382,853 2,778,241 3,773,762 (105,524 ) (11,893 ) (249,013 ) (294,058 ) 1,609,788 2,394,746 3,027,254 4,067,820 INCOME (LOSS) FROM OPERATIONS (1,439,414 ) 802,643 (2,531,090 ) (191,872 ) 127,470 (42,720 ) 83,980 142,434 (1,566,884 ) 845,363 (2,615,070 ) (334,306 ) OTHER INCOME (EXPENSES) Interest expense (284,381 ) (393,931 ) (606,944 ) (748,243 ) (d) 4,365 10,402 10,326 22,232 288,746 404,333 617,270 (770,475 ) Unrealized gain (loss) on marketable securities, net 1,738,002 18,676 3,151,751 (435,280 ) (e) - (158,405 ) - (51,993 ) 1,738,002 177,080 3,151,751 (383,287 ) Other income (loss) - 158,405 - (77,709 ) (e) - 158,404 - (77,709 ) Rental income 67,317 57,929 162,918 156,201 (f) 67,317 57,928 162,918 156,201 - - - - Loss on sale of assets (297,351 ) 11,500 (297,351 ) (67,714 ) (c) (297,351 ) 11,500 (297,351 ) (67,714 ) - - - - Gain on extinguishment of debt 243,041 - 518,580 - - - - - 243,041 - 518,580 - TOTAL OTHER INCOME (EXPENSE) 1,466,628 (147,421 ) 2,928,954 (1,172,745 ) (225,669 ) 79,829 (124,107 ) (18,983 ) 1,692,297 (227,253 ) 3,053,061 (1,153,762 ) INCOME (LOSS) BEFORE INCOME TAXES 27,214 655,222 397,864 (1,364,617 ) (98,199 ) 37,112 (40,127 ) 123,451 125,413 618,110 437,991 (1,488,068 ) TAXES - - - - (884 ) - (884 ) - 884 - 884 - NET INCOME (LOSS) $ 27,214 $ 655,222 $ 397,864 $ (1,364,617 ) $ (97,315 ) $ 37,112 $ (39,243 ) $ 123,451 $ 124,529 $ 618,110 $ 437,107 $ (1,488,068 ) BASIC NET INCOME (LOSS) PER SHARE $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.00 $ 0.00 $ (0.00 ) DILUTED NET INCOME (LOSS) PER SHARE $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.00 $ 0.00 $ (0.00 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Basic 16,915,706 16,915,706 16,915,706 16,915,706 (g) (580,089,449 ) (456,724,050 ) (580,089,449 ) (456,724,050 ) 597,005,155 473,639,756 597,005,155 473,639,756 Diluted 16,915,706 16,915,706 16,915,706 16,915,706 (g) (720,242,558 ) (596,227,159 ) (720,242,558 ) (456,724,050 ) 737,158,264 613,142,865 737,158,264 473,639,756 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The effects of the restatement on the line items within the Company’s condensed statement of stockholders’ equity as of June 30, 2021 are as follows: (a) The changes in the “Accumulated Deficit” reflects the accumulated difference of the changes reported in the Statement of Operations. (b) The change in “Additional Paid-in Capital” reflects reclass and adjustments associated with the Company 1 to 28 reverse split of its Common Stock. (c) The changes in “Net Income” reflects the accumulated difference of the changes reported in the Statement of Operations for the period. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity As restated As Reported Three Months Ended June 30, 2021 Adjustment Three Months Ended June 30, 2021 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2021 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,611,964 ) $ 7,078,949 (a) (b) $ (144,339 ) $ (244,919 ) $ (434,930 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (11,367,045 ) $ 7,513,879 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 - 4,378,992 (b) 9,364 - (2,533 ) 7,500,450 750 123,365,399 12,337 4,368,438 4,381,525 Net Income - - - - - 27,214 27,214 (c) - (97,315 ) (97,315 ) - - - - - 124,529 124,529 Balance as of June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 $ (134,975 ) $ (342,234 ) $ (534,778 ) 8,520,450 $ 852 597,005,155 $ 59,701 $ 23,201,896 $ (11,242,516 ) $ 12,019,933 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Six Months Ended June 30, 2021 Six Months Ended June 30, 2021 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of December 31, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,982,614 ) $ 6,708,299 (a) (b) $ (144,339 ) $ (302,991 ) $ (493,002 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (11,679,623 ) $ 7,201,301 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 - 4,378,992 (b) 9,364 - (2,533 ) 7,500,450 750 123,365,399 12,337 4,368,438 4,381,525 Net Income - - - - - 397,864 397,864 (c) - (39,243 ) (39,243 ) - - - - - 437,107 437,107 Balance as of June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 $ (134,975 ) $ (342,234 ) $ (534,778 ) 8,520,450 $ 852 597,005,155 $ 59,701 $ 23,201,896 $ (11,242,516 ) $ 12,019,933 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Three Months Ended June 30, 2020 Three Months Ended June 30, 2020 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,770,623 ) $ 9,920,290 (a) (b) $ (144,339 ) $ (154,408 ) $ (344,419 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (8,616,215 ) $ 10,264,709 Net Income - - - - - 655,222 655,222 (c) - 37,112 37,112 - - - - - 618,110 618,110 Balance as of June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Six Months Ended June 30, 2020 Six Months Ended June 30, 2020 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of December 31, 2019 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (6,750,784 ) $ 11,940,129 (a) (b) $ (144,339 ) $ (240,747 ) $ (430,758 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (6,510,037 ) $ 12,370,887 Beginning balance, value 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (6,750,784 ) $ 11,940,129 (a) (b) $ (144,339 ) $ (240,747 ) $ (430,758 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (6,510,037 ) $ 12,370,887 Net (Loss) - - - - - (1,364,617 ) (1,364,617 ) (c) - 123,451 123,451 - - - - - (1,488,068 ) (1,488,068 ) Net Income (Loss) - - - - - (1,364,617 ) (1,364,617 ) (c) - 123,451 123,451 - - - - - (1,488,068 ) (1,488,068 ) Balance as of June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 Ending balance, value 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements The effects of the restatement on the line items within the Company’s condensed consolidated statement of cash flow as of June 30, 2021 are as follows: (a) Reflects previously unrecorded expenses. (b) Reflects previously unrecorded expenses. (c) Reflects changes in right of use asset and liability being reported as net amount. (d) Reflects amount being reclassified with other accounts payable (e) Reflects previously unrecorded change in value of marketable securities. (f) Reflects non-cash receivable being reclassified. (g) Reflects related party PPE sale being reclassified from income, related party loan repayment with inventory and debt retired during merger. (h) Reflects cash received in merger that was previously reported as cash outflow. (i) To reclassify asset disposal in transaction with XXII as a non-cash item. (j) To reclassify non-cash stock issuances to non-cash transactions section. (k) To separately report proceeds and repayments of note payable amounts from PPP and SBA loans, (l) To separately report proceeds and repayments of note payable amounts from reported net amounts. (m) To separately report non-cash transaction previously presented as net amounts in cash flow sections. (n) Fixed asset sale to separate asset transaction that was previously reported as a net amount. (o) Rounding adjustment. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Statements of Cash Flows 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 Cash flows from operating activities Net income (loss) $ 397,864 $ (1,364,617 ) (a) $ (39,243 ) $ 123,451 $ 437,107 $ (1,488,068 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation 887,838 647,253 (b) 390,708 (103,778 ) 497,130 751,031 Fixed asset disposal loss 297,351 67,714 - - 297,351 67,714 Amortization of right of use asset - - (c) (202,844 ) (190,940 ) 202,844 190,940 Amortization of intangible assets 30,701 30,701 (o) 1 1 30,700 30,700 Non-cash interest expense - - (d) (581,705 ) (758,586 ) 581,705 758,586 Gain on forgiveness of Paycheck Protection Program loan (518,580 ) - (k) 1,408,815 - (1,927,395 ) - Unrealized gain/loss on marketable securities (3,151,751 ) 435,279 (e) - 129,702 (3,151,751 ) 305,577 Changes in operating assets and liabilities Accounts receivable (142,319 ) 73,459 (f) 499,999 (1 ) (642,318 ) 73,460 Inventory (556,972 ) (7,555,868 ) (g) (4,682,150 ) (216,244 ) 4,125,178 (7,339,624 ) Prepaid expense and other assets (74,593 ) (373,924 ) (d) (10,615 ) (286,787 ) (63,978 ) (87,137 ) Accounts payable and accrued expenses 661,376 1,791,547 (d) (733,011 ) 1,030,172 1,394,387 761,375 Operating lease liability, net 229,386 229,391 (c) 442,380 442,562 (212,994 ) (213,171 ) Unearned revenues - - (d) 103,856 (169,552 ) (103,856 ) 169,552 Net cash used in operating activities (1,939,699 ) (6,019,065 ) (3,403,809 ) - 1,464,110 (6,019,065 ) Cash flows from investing activities Net cash received from acquisition 9,157 - (h) 18,314 - (9,157 ) - Proceeds from sale of fixed assets 446,026 34,920 (n) 446,026 34,920 - - Net fixed asset acquisition (186,197 ) (2,421,537 ) (i) (3,570,927 ) (34,920 ) 3,384,730 (2,386,617 ) Net Cash provided by (used in) investing activities 268,986 (2,386,617 ) (3,106,587 ) - 3,375,573 (2,386,617 ) Cash flows from financing activities Non-cash stock issuances - - (j) (1,362,187 ) - 1,362,187 - Non-cash financing activities - - (j) 8,012,583 - (8,012,583 ) - Proceeds from payroll protection loan, SBA loan 243,041 273,300 (k) 243,041 273,300 Payments of principal on notes payable - related party (135,000 ) (3,503,545 ) (l) - (3,503,545 ) (135,000 ) - Proceeds on note payable - related party 1,609,000 4,717,105 (l) (383,041 ) 3,230,245 1,992,041 1,486,860 Net cash provided by financing activities 1,717,041 1,486,860 (383,041 ) (273,300 ) (4,793,355 ) 1,486,860 Net increase (decrease) in Cash and Cash Equivalents 46,328 (6,918,822 ) - - 46,328 (6,918,822 ) Cash and Cash Equivalents, Beginning of Period 84,379 8,515,509 - - 84,379 8,515,509 Cash and Cash Equivalents, End of Period $ 130,707 $ 1,596,687 $ - $ - $ 130,707 $ 1,596,687 Supplemental Disclosure of Cash Flow Information Cash paid for income taxes during the year $ - $ - $ - $ - $ - $ - Interest payments during the year $ - $ - $ - $ - $ - $ - Noncash investing and financing activity Non-cash receivable - related party $ (500,000 ) $ - (f) $ (500,000 ) $ - $ - $ - Related party loan repayment with inventory $ 4,693,367 $ - (g) $ 4,693,367 $ - $ - $ - Non-cash fixed asset disposal as part of the reverse acquisition $ 3,058,457 $ - (i) $ 1,709,357 $ - $ 1,349,100 $ - Debt retired in merger, related party $ (12,718,441 ) $ - (g) $ (12,718,441 ) $ - $ - $ - Exactus liabilities from acquisition $ 1,096,782 $ - (m) $ 1,096,782 $ - $ - $ - Preferred Series B-1 issuance in acquisition $ 150 $ - $ - $ - $ 150 $ - Preferred Series B-2 issuance in acquisition $ 600 $ - $ - $ - $ 600 $ - Common stock issued for the reverse merger with Exactus $ 4,369,085 $ - (j) $ 4,356,748 $ - $ 12,337 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – 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% Effective October 25, 2021 the Company completed the 1-for-28 reverse stock split On October 25, 2021, of the 10,649,078 100 7,321,429 Other than the conversion and voting rights, there are no other preferences for the Parent C-2 Stock. On November 18, 2021, the Company and an institutional investor signed an agreement for a $ 1.1 1.40 785,715 1.40 10% 900,000

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 recapitalization 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 merger and 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 Exactus 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. All share and per share numbers have been retroactively adjusted to give effect to a 1-for-28 reverse stock split
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 merged with Exactus, so the below items reflect stand-alone historical results of Panacea through June 30, 2021 and the combined financial information thereafter. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of June 30, 2021, our accumulated deficit was $ 11.6 6.1 nd 6.0 4,062,713 1,685,685
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. However, adverse consequences from COVID-19 and recent supply chain disruptions and delays may hinder our ability to continue our operations and generate revenue. The impact to date has included a decline in CBD product and sales demand. Further, in 2020, the Company (Panacea) invested in personal protective equipment (PPE) materials to sell hand sanitizers, testing kits and masks, and sales of PPE products, which constituted a significant portion of our revenue during the fiscal quarter ended June 30, 2021 and prior periods during the pandemic, have declined as vaccines continue to be administered and mask mandates and similar requirements have been lifted or reduced in many places. 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 consist of 1,297,017 Going Concern
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, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory 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. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 6,005,188 6,005,188 $ $ 2,853,437 $ 2,853,437 $ $ Total $ 6,005,188 $ 6,005,188 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the six months ended June 30, 2021 or 2020. SCHEDULE OF MARKETABLE SECURITIES June 30, 2021 Balance at beginning of year $ 2,853,437 Unrealized gain on marketable securities, net 3,151,751 Balance at end of period $ 6,005,188 As of June 30, 2021, the Company has no liabilities that are re-measured at fair value.
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. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The company recorded $ 29,100 463,454 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 29,100 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 17,445 $ 121,300 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Some of the Company’s contract liabilities consist of advance customer payments. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. In 2020 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 a marginal revenue stream with continue throughout 2021 and 2022, but it is not a long-term focus for the Company. For the three months and six months ending June 30, 2021, the Company reduced its inventory by transferring $ 4,693,397 7,911,044 1,819,627 4,693,397 Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized.
Accounts Receivable	Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of June 30, 2021 and December 31, 2020, we did not believe we needed to reserve for any doubtful accounts, respectively. The Company’s accounts receivable policy changed in 2020 to only provide larger, well established companies with Net 30 payment terms. For all other sales they are paid by credit card or wires received before the product is shipped to the customer.
Shipping and Handling Costs	Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative and were $ 8,825 29,131
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”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on June 30, 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). Since all dilutive instruments were issued as of June 30, 2021, there is zero effect for the weighted average of all such instruments. SCHEDULE OF WEIGHTED AVERAGE SHARES 2021 2020 For the three months ended June 30, 2021 2020 Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - Series A Convertible Preferred - - Series B-1 Convertible Preferred - - Series B-2 Convertible Preferred - - Series C Convertible Preferred - - Series C-1 Convertible Preferred - - Series D Convertible Preferred - - Total - - The following financial instruments were not included in the diluted loss per share calculation for the three and six months ending June 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Restricted Stock 196,491 - 196,491 - Options to purchase common stock 61,446 - 61,446 - Warrants to purchase common stock 56,377 - 56,377 - Series A Convertible Preferred 250,000 - 250,000 - Series B-1 Convertible Preferred 6,679 - 6,679 - Series B-2 Convertible Preferred 26,786 - 26,786 - Series C Convertible Preferred 2,289,220 - 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - 1,064,908 - Series D Convertible Preferred 1,628,126 - 1,628,126 - Total 5,580,032 - 5,580,032 -
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.
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 $ 2.189 0.092 0.123

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS	The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of June 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS June 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 6,005,188 6,005,188 $ $ 2,853,437 $ 2,853,437 $ $ Total $ 6,005,188 $ 6,005,188 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ -
SCHEDULE OF MARKETABLE SECURITIES	SCHEDULE OF MARKETABLE SECURITIES June 30, 2021 Balance at beginning of year $ 2,853,437 Unrealized gain on marketable securities, net 3,151,751 Balance at end of period $ 6,005,188
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER	SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER June 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 29,100 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 17,445 $ 121,300
SCHEDULE OF WEIGHTED AVERAGE SHARES	Since all dilutive instruments were issued as of June 30, 2021, there is zero effect for the weighted average of all such instruments. SCHEDULE OF WEIGHTED AVERAGE SHARES 2021 2020 For the three months ended June 30, 2021 2020 Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - Series A Convertible Preferred - - Series B-1 Convertible Preferred - - Series B-2 Convertible Preferred - - Series C Convertible Preferred - - Series C-1 Convertible Preferred - - Series D Convertible Preferred - - Total - -
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE	The following financial instruments were not included in the diluted loss per share calculation for the three and six months ending June 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Restricted Stock 196,491 - 196,491 - Options to purchase common stock 61,446 - 61,446 - Warrants to purchase common stock 56,377 - 56,377 - Series A Convertible Preferred 250,000 - 250,000 - Series B-1 Convertible Preferred 6,679 - 6,679 - Series B-2 Convertible Preferred 26,786 - 26,786 - Series C Convertible Preferred 2,289,220 - 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - 1,064,908 - Series D Convertible Preferred 1,628,126 - 1,628,126 - Total 5,580,032 - 5,580,032 -

PROPERTY, EQUIPMENT, NET OF A_2

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables)	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES	SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2021 December 31, 2020 Computers and technological assets $ 3,310,024 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,538,041 8,494,296 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Total 12,505,153 16,089,637 Less accumulated depreciation (3,074,364 ) (2,499,351 ) Total Property and equipment, net $ 9,430,789 $ 13,590,286

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 June 30 2021 December 31, 2020 Raw Materials $ 1,053,151 $ 991,523 Semi-Finished 1,226,593 1,372,950 Finished Goods 1,971,521 6,018,530 Packaging 16,281 20,938 Trading 5,793 5,793 Total $ 4,273,339 $ 8,409,734

OPERATING LEASE RIGHT-OF-USE _2

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Tables)	6 Months Ended
	Jun. 30, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY	SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY June 30, 2021 December 31, 2020 Right-of-use assets $ 3,767,641 $ 3,937,706 Present value of operating lease liabilities $ 3,858,869 $ 4,022,870 Less: Long-term portion of operating lease liability (3,521,156 ) (3,692,392 ) Short-term portion of operating lease liability 337,713 330,478 Unpaid balances 1,055,712 832,391 Total short-term lease liability obligations $ 1,393,425 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9.5 10 Weighted-average discount rate 3.0 %
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 Maturity of operating lease liabilities for the following fiscal years: 2021 $ 223,322 2022 $ 451,110 2023 $ 455,622 2024 $ 460,178 2025 $ 464,780 Thereafter $ 2,394,551 Total undiscounted operating lease payments $ 4,449,562 Less: Imputed interest $ (590,694 ) Present value of operating lease liabilities $ 3,858,868

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE	SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 7,911,044 Notes payable – related party (2) 1,685,685 150,000 Notes payable -related party (3) - 7,000,000 Notes payable - related party (4) 75,556 - Total related party notes $ 5,823,954 $ 15,061,044 Paycheck protection loan (5) $ 236,410 $ 273,300 SBA loan (4) 99,100 - Total paycheck protection loan, SBA loan $ 335,510 $ 273,300 Other liability—related party June 30, 2021 December 31, 2020 SAP software and implementation and building modifications $ 3,042,638 $ 2,698,659 (1) Payable to Quintel. Amount agreed to carry forward in reverse merger transaction and includes historical interest owed of $ 1,932,358 4.7 (2) Payable to CEO, secured by XXII common stock. (3) Convertible debt owed to XXII (Refer to Note 10) (4) Liability carried over from Exactus (5) Paycheck protection loans include Exactus’ and Panacea’s loans. (6) As of June 30, 2021 the $ 3,042,638 513,390 0.320 1.3

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS	A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of June 30, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining C ontractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2020 - - - - Options assumed in merger 196,486 $ 3.51 3.70 262,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at June 30, 2021 196,486 $ 3.51 3.70 $ 262,500 Vested and exercisable at June 30, 2021 196,486 $ 3.51 3.70 $ 262,500
SUMMARY OF STOCK WARRANTS	SUMMARY OF STOCK WARRANTS Name Expire Number of Shares Average Exercise Price Balance at December 31, 2020 - - - Assumed in Merger 56,337 $ 13.64 Total as of June 30, 2020 56,337 $ 13.64
SUMMARY OF RESTRICTED STOCK	A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2020 - Assumed in merger 107,993 Balance at June 30, 2021 107,993
SCHEDULE OF PREFERRED STOCK	SCHEDULE OF PREFERRED STOCK Three Months Ended June 30, 2021 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, 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 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, 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 - $ - - $ - - $ - 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 - $ - - $ - - $ - 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

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS	The interest expense recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS June 30, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 1,869,880 $ 1,347,356 Related party loan-CEO loan 61,685 1,500 Related party loan-XXII - - Accrued Interest, Related Party Three months ended Six months ended Three months ended Six months ended Interest Expense Related party loan-Quintel $ 123,104 $ 645,628 $ 218,513 $ 385,937 Related party loan-CEO loan 41,449 60,185 - - Related party loan-XXII - - 175,000 408,333 Interest Expense, Related Party

RESTATED FINANCIAL STATEMENTS_2

RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS (Tables)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF EFFECTS OF RESTATEMENT	The effects of the restatement on the line items within the Company’s condensed consolidated balance sheets as of June 30, 2021 are as follows: SCHEDULE OF EFFECTS OF RESTATEMENT (a) Reflects update of lease agreement from 3-year term to 12-year term. (b) Equipment that was work in progress was retired. (c) Goodwill impairment corrected. (d) To reclassify related party payables other long-term liabilities, related party. (e) Reflects update of lease agreement from 3-year term to 12-year term and separates current and long-term amounts. (f) The SBA loan was broken out into its own line item. (g) The PPE items sold to related party Quintel were removed as a liability in the reclassification. (h) Reclassification of the lease liability into short-term and long-term. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Balance Sheets June December 31, 2020 June December 31, 2020 June December 31, 2020 As Restated Adjustment As Reported June December 31, 2020 June December 31, 2020 June December 31, 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 130,707 $ 84,379 $ - $ - $ 130,707 $ 84,379 Accounts receivable, net 289,621 147,302 - - 289,621 147,302 Other receivables, related party 500,000 - - - 500,000 - Inventory, net 4,273,339 8,409,734 - - 4,273,339 8,409,734 Marketable securities related party 6,005,188 2,853,437 - - 6,005,188 2,853,437 Prepaid expenses and other current assets 101,968 27,375 - - 101,968 27,375 TOTAL CURRENT ASSETS 11,300,823 11,522,227 - - 11,300,823 11,934,936 Operating lease right-of-use asset, net, related party 3,767,641 3,937,706 (a) 3,558,326 3,525,547 209,315 412,159 Property and equipment, net 9,430,789 13,590,286 (b) (70,656 ) (80,613 ) 9,501,445 13,670,899 Intangible assets, net 92,100 122,801 - 1 92,100 122,800 Goodwill 2,188,810 2,188,810 (c) (344,720 ) (344,720 ) 2,533,530 2,533,530 TOTAL ASSETS $ 26,780,163 $ 31,361,830 $ 3,142,950 $ 3,100,215 $ 23,637,213 $ 28,261,615 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,178,325 $ 1,765,267 (d) $ (1,017,394 ) (829,591 ) $ 2,195,719 $ 2,594,858 Operating lease liability, current portion, related party 1,393,425 1,162,869 (e,h) 1,173,966 730,384 219,459 432,485 Note payable-current, related party 5,823,954 15,061,044 (f) (99,100 ) - 5,923,054 15,061,044 Paycheck protection loan, SBA Loan 335,510 273,300 (f) 99,100 - 236,410 273,300 TOTAL CURRENT LIABILITIES: 8,731,214 18,262,480 156,572 (99,207 ) 8,574,642 18,361,687 Operating lease liability, long-term portion, related party 3,521,156 3,692,392 (e,h) 3,521,156 3,692,392 Other long-term liabilities, related party 3,042,638 2,698,659 (g) - - 3,042,638 2,698,659 TOTAL LIABILITIES 15,295,008 24,653,531 $ 3,677,728 $ 3,593,185 11,617,280 21,060,346 Commitments and contingencies - - - - STOCKHOLDERS’ EQUITY Series A Preferred Stock: $ 0.0001 1,000 450 0 - - - - - - Series B-1 Preferred: $ 0.0001 32,000,000 1,500,000 0 150 - - - 150 - Series B-2 Preferred: $ 0.0001 6,000,000 6,000,000 0 600 - - - 600 - Series C Preferred: $ 0.0001 1,000,000 1,000,000 1,000,000 100 100 - - 100 100 Series C-1 Preferred: $ 0.0001 10,000 10,000 10,000 1 1 - - 1 1 Series D Preferred: $ 0.0001 10,000 10,000 10,000 1 1 - - 1 1 Preferred stock, value Common Stock: $ 0.0001 650,000,000 21,321,613 16,915,706 2,132 1,692 (57,569 ) (45,672 ) 59,701 47,364 Additional paid in capital 23,066,921 18,689,119 (134,975 ) (144,339 ) 23,201,896 18,833,458 Accumulated deficit (11,584,750 ) (11,982,614 ) (342,234 ) (302,991 ) (11,242,516 ) (11,679,623 ) TOTAL STOCKHOLDERS’ EQUITY 11,485,155 6,708,299 (534,778 ) (493,002 ) 12,019,933 7,201,301 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 26,780,163 $ 31,361,830 $ 3,142,950 $ 3,100,183 $ 23,637,213 $ 28,261,615 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The effects of the restatement on the line items within the Company’s condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2021are as follows: (a) To reclassify a 2021 related party transaction that was initially recorded as revenue and cost of goods sold. (b) To reclassify tenant rent and other items under other income. (c) To reflect expenses reclassified between production related operating expenses, general and administrative expenses and asset disposal. (d) To reflect changes to interest expense to match loan schedules. (e) Reflects a change in value of marketable securities that was previously unrecorded. (f) Rental income was removed from revenue and placed under Other Income. (g) Reflects 28 to 1 reverse stock split that was completed in October, 2021. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Statements of Operations 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 REVENUE $ 313,496 $ 6,161,468 $ 825,634 $ 6,961,989 (a) (b) $ (4,760,714 ) $ (57,929 ) $ (4,856,315 ) $ (156,201 ) $ 5,074,210 $ 6,219,397 $ 5,681,949 $ 7,118,190 COST OF SALES 248,646 2,975,972 578,483 3,380,099 (a) (4,782,660 ) (3,316 ) (4,691,282 ) (4,577 ) 5,031,306 2,979,288 5,269,765 3,384,676 GROSS PROFIT 64,850 3,185,496 247,151 3,581,890 21,946 (54,613 ) (165,033 ) (151,624 ) 42,904 3,240,109 412,184 3,733,514 OPERATING EXPENSES Production related operating expenses 1,169,040 976,546 2,156,973 1,705,316 (c) 170,860 (22,644 ) (7,630 ) (107,304 ) 998,180 999,190 2,164,603 1,812,620 General and administrative expenses 335,224 1,406,307 621,268 2,068,446 (c) (276,384 ) 10,751 (241,383 ) (186,754 ) 611,608 1,395,556 862,651 2,255,200 TOTAL OPERATING EXPENSES 1,504,264 2,382,853 2,778,241 3,773,762 (105,524 ) (11,893 ) (249,013 ) (294,058 ) 1,609,788 2,394,746 3,027,254 4,067,820 INCOME (LOSS) FROM OPERATIONS (1,439,414 ) 802,643 (2,531,090 ) (191,872 ) 127,470 (42,720 ) 83,980 142,434 (1,566,884 ) 845,363 (2,615,070 ) (334,306 ) OTHER INCOME (EXPENSES) Interest expense (284,381 ) (393,931 ) (606,944 ) (748,243 ) (d) 4,365 10,402 10,326 22,232 288,746 404,333 617,270 (770,475 ) Unrealized gain (loss) on marketable securities, net 1,738,002 18,676 3,151,751 (435,280 ) (e) - (158,405 ) - (51,993 ) 1,738,002 177,080 3,151,751 (383,287 ) Other income (loss) - 158,405 - (77,709 ) (e) - 158,404 - (77,709 ) Rental income 67,317 57,929 162,918 156,201 (f) 67,317 57,928 162,918 156,201 - - - - Loss on sale of assets (297,351 ) 11,500 (297,351 ) (67,714 ) (c) (297,351 ) 11,500 (297,351 ) (67,714 ) - - - - Gain on extinguishment of debt 243,041 - 518,580 - - - - - 243,041 - 518,580 - TOTAL OTHER INCOME (EXPENSE) 1,466,628 (147,421 ) 2,928,954 (1,172,745 ) (225,669 ) 79,829 (124,107 ) (18,983 ) 1,692,297 (227,253 ) 3,053,061 (1,153,762 ) INCOME (LOSS) BEFORE INCOME TAXES 27,214 655,222 397,864 (1,364,617 ) (98,199 ) 37,112 (40,127 ) 123,451 125,413 618,110 437,991 (1,488,068 ) TAXES - - - - (884 ) - (884 ) - 884 - 884 - NET INCOME (LOSS) $ 27,214 $ 655,222 $ 397,864 $ (1,364,617 ) $ (97,315 ) $ 37,112 $ (39,243 ) $ 123,451 $ 124,529 $ 618,110 $ 437,107 $ (1,488,068 ) BASIC NET INCOME (LOSS) PER SHARE $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.00 $ 0.00 $ (0.00 ) DILUTED NET INCOME (LOSS) PER SHARE $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.04 $ 0.02 $ (0.08 ) $ 0.00 $ 0.00 $ 0.00 $ (0.00 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Basic 16,915,706 16,915,706 16,915,706 16,915,706 (g) (580,089,449 ) (456,724,050 ) (580,089,449 ) (456,724,050 ) 597,005,155 473,639,756 597,005,155 473,639,756 Diluted 16,915,706 16,915,706 16,915,706 16,915,706 (g) (720,242,558 ) (596,227,159 ) (720,242,558 ) (456,724,050 ) 737,158,264 613,142,865 737,158,264 473,639,756 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The effects of the restatement on the line items within the Company’s condensed statement of stockholders’ equity as of June 30, 2021 are as follows: (a) The changes in the “Accumulated Deficit” reflects the accumulated difference of the changes reported in the Statement of Operations. (b) The change in “Additional Paid-in Capital” reflects reclass and adjustments associated with the Company 1 to 28 reverse split of its Common Stock. (c) The changes in “Net Income” reflects the accumulated difference of the changes reported in the Statement of Operations for the period. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity As restated As Reported Three Months Ended June 30, 2021 Adjustment Three Months Ended June 30, 2021 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2021 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,611,964 ) $ 7,078,949 (a) (b) $ (144,339 ) $ (244,919 ) $ (434,930 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (11,367,045 ) $ 7,513,879 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 - 4,378,992 (b) 9,364 - (2,533 ) 7,500,450 750 123,365,399 12,337 4,368,438 4,381,525 Net Income - - - - - 27,214 27,214 (c) - (97,315 ) (97,315 ) - - - - - 124,529 124,529 Balance as of June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 $ (134,975 ) $ (342,234 ) $ (534,778 ) 8,520,450 $ 852 597,005,155 $ 59,701 $ 23,201,896 $ (11,242,516 ) $ 12,019,933 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Six Months Ended June 30, 2021 Six Months Ended June 30, 2021 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of December 31, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,982,614 ) $ 6,708,299 (a) (b) $ (144,339 ) $ (302,991 ) $ (493,002 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (11,679,623 ) $ 7,201,301 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 - 4,378,992 (b) 9,364 - (2,533 ) 7,500,450 750 123,365,399 12,337 4,368,438 4,381,525 Net Income - - - - - 397,864 397,864 (c) - (39,243 ) (39,243 ) - - - - - 437,107 437,107 Balance as of June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 $ (134,975 ) $ (342,234 ) $ (534,778 ) 8,520,450 $ 852 597,005,155 $ 59,701 $ 23,201,896 $ (11,242,516 ) $ 12,019,933 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Three Months Ended June 30, 2020 Three Months Ended June 30, 2020 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,770,623 ) $ 9,920,290 (a) (b) $ (144,339 ) $ (154,408 ) $ (344,419 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (8,616,215 ) $ 10,264,709 Net Income - - - - - 655,222 655,222 (c) - 37,112 37,112 - - - - - 618,110 618,110 Balance as of June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 Shares Amount Shares Amount Capital Deficit Equity Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Six Months Ended June 30, 2020 Six Months Ended June 30, 2020 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Deficit Equity Shares Amount Shares Amount Capital Deficit Equity Balance as of December 31, 2019 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (6,750,784 ) $ 11,940,129 (a) (b) $ (144,339 ) $ (240,747 ) $ (430,758 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (6,510,037 ) $ 12,370,887 Beginning balance, value 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (6,750,784 ) $ 11,940,129 (a) (b) $ (144,339 ) $ (240,747 ) $ (430,758 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (6,510,037 ) $ 12,370,887 Net (Loss) - - - - - (1,364,617 ) (1,364,617 ) (c) - 123,451 123,451 - - - - - (1,488,068 ) (1,488,068 ) Net Income (Loss) - - - - - (1,364,617 ) (1,364,617 ) (c) - 123,451 123,451 - - - - - (1,488,068 ) (1,488,068 ) Balance as of June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 Ending balance, value 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 $ (144,339 ) $ (117,296 ) $ (307,307 ) 1,020,000 $ 102 473,639,756 $ 47,364 $ 18,833,458 $ (7,998,105 ) $ 10,882,819 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements The effects of the restatement on the line items within the Company’s condensed consolidated statement of cash flow as of June 30, 2021 are as follows: (a) Reflects previously unrecorded expenses. (b) Reflects previously unrecorded expenses. (c) Reflects changes in right of use asset and liability being reported as net amount. (d) Reflects amount being reclassified with other accounts payable (e) Reflects previously unrecorded change in value of marketable securities. (f) Reflects non-cash receivable being reclassified. (g) Reflects related party PPE sale being reclassified from income, related party loan repayment with inventory and debt retired during merger. (h) Reflects cash received in merger that was previously reported as cash outflow. (i) To reclassify asset disposal in transaction with XXII as a non-cash item. (j) To reclassify non-cash stock issuances to non-cash transactions section. (k) To separately report proceeds and repayments of note payable amounts from PPP and SBA loans, (l) To separately report proceeds and repayments of note payable amounts from reported net amounts. (m) To separately report non-cash transaction previously presented as net amounts in cash flow sections. (n) Fixed asset sale to separate asset transaction that was previously reported as a net amount. (o) Rounding adjustment. Panacea Life Sciences Holdings, Inc. and Subsidiary (f/k/a Exactus, Inc.) Unaudited Condensed Consolidated Statements of Cash Flows 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 Cash flows from operating activities Net income (loss) $ 397,864 $ (1,364,617 ) (a) $ (39,243 ) $ 123,451 $ 437,107 $ (1,488,068 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation 887,838 647,253 (b) 390,708 (103,778 ) 497,130 751,031 Fixed asset disposal loss 297,351 67,714 - - 297,351 67,714 Amortization of right of use asset - - (c) (202,844 ) (190,940 ) 202,844 190,940 Amortization of intangible assets 30,701 30,701 (o) 1 1 30,700 30,700 Non-cash interest expense - - (d) (581,705 ) (758,586 ) 581,705 758,586 Gain on forgiveness of Paycheck Protection Program loan (518,580 ) - (k) 1,408,815 - (1,927,395 ) - Unrealized gain/loss on marketable securities (3,151,751 ) 435,279 (e) - 129,702 (3,151,751 ) 305,577 Changes in operating assets and liabilities Accounts receivable (142,319 ) 73,459 (f) 499,999 (1 ) (642,318 ) 73,460 Inventory (556,972 ) (7,555,868 ) (g) (4,682,150 ) (216,244 ) 4,125,178 (7,339,624 ) Prepaid expense and other assets (74,593 ) (373,924 ) (d) (10,615 ) (286,787 ) (63,978 ) (87,137 ) Accounts payable and accrued expenses 661,376 1,791,547 (d) (733,011 ) 1,030,172 1,394,387 761,375 Operating lease liability, net 229,386 229,391 (c) 442,380 442,562 (212,994 ) (213,171 ) Unearned revenues - - (d) 103,856 (169,552 ) (103,856 ) 169,552 Net cash used in operating activities (1,939,699 ) (6,019,065 ) (3,403,809 ) - 1,464,110 (6,019,065 ) Cash flows from investing activities Net cash received from acquisition 9,157 - (h) 18,314 - (9,157 ) - Proceeds from sale of fixed assets 446,026 34,920 (n) 446,026 34,920 - - Net fixed asset acquisition (186,197 ) (2,421,537 ) (i) (3,570,927 ) (34,920 ) 3,384,730 (2,386,617 ) Net Cash provided by (used in) investing activities 268,986 (2,386,617 ) (3,106,587 ) - 3,375,573 (2,386,617 ) Cash flows from financing activities Non-cash stock issuances - - (j) (1,362,187 ) - 1,362,187 - Non-cash financing activities - - (j) 8,012,583 - (8,012,583 ) - Proceeds from payroll protection loan, SBA loan 243,041 273,300 (k) 243,041 273,300 Payments of principal on notes payable - related party (135,000 ) (3,503,545 ) (l) - (3,503,545 ) (135,000 ) - Proceeds on note payable - related party 1,609,000 4,717,105 (l) (383,041 ) 3,230,245 1,992,041 1,486,860 Net cash provided by financing activities 1,717,041 1,486,860 (383,041 ) (273,300 ) (4,793,355 ) 1,486,860 Net increase (decrease) in Cash and Cash Equivalents 46,328 (6,918,822 ) - - 46,328 (6,918,822 ) Cash and Cash Equivalents, Beginning of Period 84,379 8,515,509 - - 84,379 8,515,509 Cash and Cash Equivalents, End of Period $ 130,707 $ 1,596,687 $ - $ - $ 130,707 $ 1,596,687 Supplemental Disclosure of Cash Flow Information Cash paid for income taxes during the year $ - $ - $ - $ - $ - $ - Interest payments during the year $ - $ - $ - $ - $ - $ - Noncash investing and financing activity Non-cash receivable - related party $ (500,000 ) $ - (f) $ (500,000 ) $ - $ - $ - Related party loan repayment with inventory $ 4,693,367 $ - (g) $ 4,693,367 $ - $ - $ - Non-cash fixed asset disposal as part of the reverse acquisition $ 3,058,457 $ - (i) $ 1,709,357 $ - $ 1,349,100 $ - Debt retired in merger, related party $ (12,718,441 ) $ - (g) $ (12,718,441 ) $ - $ - $ - Exactus liabilities from acquisition $ 1,096,782 $ - (m) $ 1,096,782 $ - $ - $ - Preferred Series B-1 issuance in acquisition $ 150 $ - $ - $ - $ 150 $ - Preferred Series B-2 issuance in acquisition $ 600 $ - $ - $ - $ 600 $ - Common stock issued for the reverse merger with Exactus $ 4,369,085 $ - (j) $ 4,356,748 $ - $ 12,337 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FAIR VALUE, ASSETS MEASURED ON

FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	$ 6,005,188	$ 2,853,437
Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	6,005,188	2,853,437
Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets
Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets
Marketable Securities [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	6,005,188	2,853,437
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	6,005,188	2,853,437
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets

SCHEDULE OF MARKETABLE SECURITI

SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Accounting Policies [Abstract]
Balance at beginning of year	$ 2,853,437
Unrealized gain on marketable securities, net	3,151,751	$ (435,279)
Balance at end of period	$ 6,005,188

SCHEDULE OF REVENUE FROM CONTRA

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Balance, beginning of period	$ 121,300	$ 254,786
Payments received for unearned revenue	29,100	463,454
Revenue earned	132,955	596,940
Balance, end of period	$ 17,445	$ 121,300

SCHEDULE OF WEIGHTED AVERAGE SH

SCHEDULE OF WEIGHTED AVERAGE SHARES (Details) - shares	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series B-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series B-2 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series C Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series C-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total

SCHEDULE OF ANTI-DILUTIVE DILUT

SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,580,032		5,580,032
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	196,491		196,491
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	61,446		61,446
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	56,377		56,377
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	250,000		250,000
Series B-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	6,679		6,679
Series B-2 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	26,786		26,786
Series C Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,289,220		2,289,220
Series C-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,064,908		1,064,908
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,628,126		1,628,126

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Oct. 25, 2021	Oct. 25, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Oct. 31, 2017
Accumulated deficit			$ 11,600,000
Cash and liquid stock			6,100,000
Common stock value			2,132		$ 1,692
Advanced customer payments			29,100		463,454
Notes payable to related parties			5,823,954		15,061,044
Business acquisition, goodwill			2,188,810		2,188,810
Phoenix Life Sciences, Inc. [Member]
Business acquisition, goodwill						$ 2,189,000
Business acquisition, Intangible assets			92,000		$ 123,000
General and Administrative Expense [Member]
Shipping costs			$ 8,825	$ 29,131
Marketable Securities [Member]
Investment owned, shares			1,297,017
Leslie Buttorff [Member]
Notes payable, current			$ 1,685,685
22nd Century Group, Inc [Member]
Common stock value			6,000,000
Quintel MC, Inc [Member]
Notes payable, current			4,062,713
Quinte Inc [Member]
Accrued interest			1,819,627
Reduced principal amount			4,693,397
Quinte Inc [Member] | Related Party [Member]
Inventory reduced amount			4,693,397
Notes payable to related parties			$ 7,911,044
Subsequent Event [Member]
Reverse stock split	1-for-28 reverse stock split	1-for-28 reverse stock split

SCHEDULE OF PROPERTY PLANT AND

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

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 12,505,153	$ 16,089,637
Less accumulated depreciation	(3,074,364)	(2,499,351)
Total Property and equipment, net	9,430,789	13,590,286
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	3,310,024	2,993,626
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	55,951	55,951
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	7,538,041	8,494,296
Land [Member]
Property, Plant and Equipment [Line Items]
Total	92,222	2,293,472
Asset under Construction [Member]
Property, Plant and Equipment [Line Items]
Total		743,377
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 1,508,915	$ 1,508,915

PROPERTY, EQUIPMENT, NET OF A_3

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	May 24, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 460,316	$ 348,476	$ 887,838	$ 647,253
Returned deposits					$ 446,026
Deposits					$ 743,377

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw Materials	$ 1,053,151	$ 991,523
Semi-Finished	1,226,593	1,372,950
Finished Goods	1,971,521	6,018,530
Packaging	16,281	20,938
Trading	5,793	5,793
Total	$ 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	Jan. 02, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 3,767,641	$ 4,595,509	$ 3,937,706
Present value of operating lease liabilities	3,858,868	$ 4,595,509
Less: Long-term portion of operating lease liability	(3,521,156)		(3,692,392)
Short-term portion of operating lease liability	1,393,425		1,162,869
Operating Lease Liabilities [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets	3,767,641		3,937,706
Present value of operating lease liabilities	3,858,869		4,022,870
Less: Long-term portion of operating lease liability	(3,521,156)		(3,692,392)
Short-term portion of operating lease liability	337,713		330,478
Unpaid balances	1,055,712		832,391
Total short-term lease liability obligations	$ 1,393,425		$ 1,162,869
Weighted-average remaining lease term	9 years 6 months		10 years
Weighted-average discount rate			3.00%

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($)	Jun. 30, 2021	Jan. 02, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
2021	$ 223,322
2022	451,110
2023	455,622
2024	460,178
2025	464,780
Thereafter	2,394,551
Total undiscounted operating lease payments	4,449,562
Less: Imputed interest	(590,694)
Present value of operating lease liabilities	$ 3,858,868	$ 4,595,509

OPERATING LEASE RIGHT-OF-USE _3

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jan. 02, 2021	Dec. 31, 2020
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
Operating lease liability	$ 3,858,868	$ 3,858,868	$ 4,595,509
Right of use asset	$ 3,767,641	$ 3,767,641	$ 4,595,509	$ 3,937,706
Short term lease	3 years	3 years
Operating lease costs	$ 114,693	$ 229,386

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		$ 5,823,954	$ 15,061,044
SAP software and implementation and building modifications		335,510	273,300
Notes Payable Five [Member] | PPP Loans [Member]
Short-term Debt [Line Items]
SAP software and implementation and building modifications	[1]	236,410	273,300
Economic Injury Disaster Loan [Member]
Short-term Debt [Line Items]
SAP software and implementation and building modifications	[2]	99,100
Related Party [Member] | Notes Payable One [Member]
Short-term Debt [Line Items]
Total related party notes	[3]	4,062,713	7,911,044
Related Party [Member] | Notes Payable Two [Member]
Short-term Debt [Line Items]
Total related party notes	[4]	1,685,685	150,000
Related Party [Member] | Notes Payable Three [Member]
Short-term Debt [Line Items]
Total related party notes	[5]		7,000,000
Related Party [Member] | Notes Payable Four [Member]
Short-term Debt [Line Items]
Total related party notes	[2]	75,556
Related Party [Member] | Notes Payable [Member]
Short-term Debt [Line Items]
SAP software and implementation and building modifications		$ 3,042,638
[1]	Paycheck protection loans include Exactus’ and Panacea’s loans.
[2]	Liability carried over from Exactus
[3]	Payable to Quintel. Amount agreed to carry forward in reverse merger transaction and includes historical interest owed of $ 1,932,358 4.7
[4]	Payable to CEO, secured by XXII common stock.
[5]	Convertible debt owed to XXII (Refer to Note 10)

SCHEDULE OF NOTES PAYABLE (De_2

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)	1 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Historical interest	$ 1,932,358
Total notes payable	335,510		$ 273,300
Notes Payable [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total notes payable	3,042,638
Notes Payable [Member] | Related Party [Member] | Building Improvements [Member]
Short-term Debt [Line Items]
Total notes payable	513,390
Notes Payable [Member] | Related Party [Member] | Software Development [Member]
Short-term Debt [Line Items]
Total notes payable			$ 1,300,000
Notes Payable [Member] | Related Party [Member] | Software Development [Member] | Subsequent Event [Member]
Short-term Debt [Line Items]
Total notes payable		$ 320,000
Quintel-MC, Inc [Member]
Short-term Debt [Line Items]
Sale of inventory	$ 4,700,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

Jul. 02, 2021

Mar. 03, 2021

Jun. 30, 2021

Apr. 30, 2021

Feb. 28, 2021

Jan. 28, 2021

May 28, 2020

May 22, 2020

Apr. 29, 2020

Oct. 31, 2019

Dec. 31, 2020

Short-term Debt [Line Items]

Notes payable

$ 335,510

$ 273,300

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

[1]

99,100

Accrued interest

$ 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-MC, Inc [Member]

Short-term Debt [Line Items]

Debt interest rate

12.00%

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%

Proceeds from notes payable

$ 1,624,000

Line of credit, maturity date

Jan. 1, 2021

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

Short-term Debt [Line Items]

Debt instrument, description

maturity date in 2022

Proceeds from line of credit

$ 1,000,000

Interest rate

10.00%

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

Short-term Debt [Line Items]

Debt interest rate

12.00%

Debt principal amount

$ 55,556

Debt Instrument, Interest Rate, Stated Percentage

18.00%

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

Debt principal amount

$ 20,000

Accrued interest

$ 533

[1]

Liability carried over from Exactus

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details)	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Equity [Abstract]
Options outstanding, beginning | shares
Weighted average exercise price outstanding, beginning
Aggregate intrinsic value outstanding, beginning | $
Options assumed in merger | shares	196,486
Options assumed in merger	$ 3.51
Options assumed in merger	3 years 8 months 12 days
Options assumed in merger | $	$ 26,250,000
Options Granted | shares
Options Granted
Options Exercised | shares
Options Exercised
Options Canceled / expired | shares
Options Canceled / expired
Options outstanding, ending | shares	196,486
Weighted average exercise price outstanding, ending	$ 3.51
Weighted average remaining contractual life outstanding, ending	3 years 8 months 12 days
Aggregate intrinsic value outstanding, ending | $	$ 26,250,000
Options Vested and exercisable | shares	196,486
Weighted average exercise price Vested and exercisable	$ 3.51
Weighted average remaining contractual life Vested and exercisable	3 years 8 months 12 days
Aggregate intrinsic value vested and exercisable	$ 262,500

SUMMARY OF STOCK WARRANTS (Deta

SUMMARY OF STOCK WARRANTS (Details)	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Equity [Abstract]
Expire of warrants
Warrants, beginning balance
Warrants, Average Exercise Price. beginning balance | $ / shares
Warrants, assumed in merger	56,337
Warrants, Average Exercise Price, assumed in merger | $ / shares	$ 13.64
Warrants, ending balance	56,337
Warrants, Average Exercise Price, ending balance | $ / shares	$ 13.64

SUMMARY OF RESTRICTED STOCK (De

SUMMARY OF RESTRICTED STOCK (Details)	6 Months Ended
	Jun. 30, 2021shares
Equity [Abstract]
Restricted Stock, Beginning balance
Restricted Stock, Assumed in merger	107,993
Restricted Stock, Ending balance	107,993

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
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 7,078,949	$ 9,920,290	$ 6,708,299	$ 11,940,129
Shares issued for acquisition	4,378,992		4,378,992
Ending balance, value	11,485,155	10,575,512	11,485,155	10,575,512
Convertible Preferred Stock Series-A Shares [Member]
Accumulated Other Comprehensive Income (Loss) [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]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value
Beginning balance, shares
Shares issued for acquisition	$ 150		$ 150
Shares issued for acquisition, shares	1,500,000		1,500,000
Ending balance, value	$ 150		$ 150
Ending balance, shares	1,500,000		1,500,000
Preferred Stock Series B-2 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [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]
Accumulated Other Comprehensive Income (Loss) [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 C1 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [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]
Accumulated Other Comprehensive Income (Loss) [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 [Member]
Accumulated Other Comprehensive Income (Loss) [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

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
	Jun. 30, 2021	Jan. 22, 2021	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, shares authorized	650,000,000		650,000,000	650,000,000
Common stock, par value per share	$ 0.0001		$ 0.0001	$ 0.0001
Options exercise price
Preferred stock, shares authorized	50,000,000		50,000,000
Preferred stock, par value per share	$ 0.0001		$ 0.0001
Investor [Member] | Exchange Agreement [Member]
Class of Stock [Line Items]
Debt Instrument, Face Amount	$ 750,000		$ 750,000
Debt Conversion, Converted Instrument, Shares Issued			500
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, par value per share	$ 0.0001		$ 0.0001	$ 0.0001
Series C-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000		10,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000		10,000	10,000
Preferred stock, par value per share	$ 0.0001		$ 0.0001	$ 0.0001
0% Series A Convertible Preferred Stock [Member] | Investor [Member] | Exchange Agreement [Member]
Class of Stock [Line Items]
Preferred Stock, Dividend Rate, Percentage			0.00%
Shares Issued, Price Per Share	$ 1,000		$ 1,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000		1,000	1,000
Preferred stock, par value per share	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, conversion rate	$ 0.05		$ 0.05
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]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted			50
Common Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted			35,714
Preferred Stock [Member]
Class of Stock [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.
Stock Warrants [Member] | Post-Split [Member]
Class of Stock [Line Items]
Number of warrants issued	56,377		56,377
Stock Warrants [Member] | Pre-Split [Member]
Class of Stock [Line Items]
Number of warrants issued	1,578,549		1,578,549
Officers and Directors [Member]
Class of Stock [Line Items]
Options granted durind period		392,857
Options term		two-year options
Options exercise price		$ 0.70
Larry Wert [Member]
Class of Stock [Line Items]
Options granted durind period		125,000
Four Directors [Member]
Class of Stock [Line Items]
Options granted durind period		267,857
Principal Shareholder and Chief Executive Officer [Member] | Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock conversion, percentage			17.80%
Principal Shareholder and Chief Executive Officer [Member] | Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Liquidation Preference Per Share	$ 6.046		$ 6.046
Preferred stock, conversion rate	2.29		2.29
Principal Shareholder and Chief Executive Officer [Member] | Series C-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Liquidation Preference Per Share	281.25		281.25
Preferred stock, conversion rate	106.49		106.49
Principal Shareholder and Chief Executive Officer [Member] | Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Liquidation Preference Per Share	430		430
Preferred stock, conversion rate	$ 162.81		$ 162.81
2021 Plan [Member]
Class of Stock [Line Items]
Number of shares authorized under plan	4,049,409		4,049,409
Number of years shares available for grant	10 years
2018 Plan [Member]
Class of Stock [Line Items]
Number of shares authorized under plan	339,286		339,286
Number of years shares available for grant	10 years
Options vested			196,491

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Feb. 16, 2021	Jun. 30, 2021	Dec. 31, 2020	Oct. 07, 2019
Property, Plant and Equipment, Gross		$ 12,505,153	$ 16,089,637
CMI Mechanical [Member] | Senior Lien [Member]
Property, Plant and Equipment, Gross				$ 108,001.48
Leslie Buttorff [Member]
Base salary		380,000
Revenue Increased Due To Consecutive Months		500,000
Common stock upon approval		$ 2,200,000
Annual cash performance		100.00%
Buttorff [Member]
Base salary		$ 780,000
Settlement amount for base salary		$ 1,560,000
Panacea [Member] | Henley Group Inc [Member]
Damages sought value	$ 45,000
Expected future contracts	$ 720,000

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Loan-Quintel [Member]
Related Party Transaction [Line Items]
Accrued Interest, Related Party	$ 1,869,880		$ 1,869,880		$ 1,347,356
Interest Expense, Related Party	123,104	$ 218,513	645,628	$ 385,937
Related Party Loan-CEO Loan [Member]
Related Party Transaction [Line Items]
Accrued Interest, Related Party	61,685		61,685		1,500
Interest Expense, Related Party	41,449		60,185
Related party loan-XXII [Member]
Related Party Transaction [Line Items]
Accrued Interest, Related Party
Interest Expense, Related Party		$ 175,000		$ 408,333

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jul. 02, 2021	Dec. 31, 2020	Oct. 31, 2019
Related Party Transaction [Line Items]
Notes payable related parties	$ 5,823,954			$ 15,061,044
Proceeds from Related Party Debt	1,609,000	$ 4,717,105
Outstanding obligation under service contract amount	2,529,248
Capitalized	229,497
Related party expenses	$ 91,482
XXII Common Stock [Member]
Related Party Transaction [Line Items]
Shares, Outstanding	1,297,017
Ms. Buttorff [Member]
Related Party Transaction [Line Items]
Debt instrument, interest rate, stated percentage	10.00%
Proceeds from Related Party Debt	$ 1,624,000
Line of credit, maximum borrowing capacity			$ 1,000,000
Officer [Member]
Related Party Transaction [Line Items]
Short term loans notes payable					$ 55,556
Quintel Note [Member] | Quintel-MC Incorporated [Member]
Related Party Transaction [Line Items]
Notes payable related parties	$ 4,062,713

EXCHANGE AGREEMENT BETWEEN EX_2

EXCHANGE AGREEMENT BETWEEN EXACTUS, INC. AND PANACEA LIFE SCIENCES, INC. (Details Narrative)	3 Months Ended
	Jun. 30, 2021USD ($)ft²$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Common stock shares issued	21,321,613	16,915,706
Percentage of common stock exchange rate	100.00%
Common stock shares authorized	650,000,000	650,000,000
Acres of land | ft²	234.394
Real property and improvement value | $	$ 12,505,153	$ 16,089,637
Equipment, machinery and other personal property | $	9,430,789	13,590,286
Notes payable | $	$ 335,510	$ 273,300
Common stock par value | $ / shares	$ 0.0001	$ 0.0001
Leslie Buttorff [Member]
Notes payable | $	$ 4,300,000
Mortgage notes payable | $	$ 4,300,000
2021 Equity Incentive Plan [Member]
Common stock shares authorized	4,049,409
Series C Convertible Stock [Member]
Conversion of common stock shares decrease	1,000,000
Conversion of common stock shares increase	2,289,220
Series C-1 Convertible Stock [Member]
Conversion of common stock shares decrease	10,000
Conversion of common stock shares increase	1,064,907
Series D Convertible Stock [Member]
Conversion of common stock shares decrease	10,000
Conversion of common stock shares increase	1,628,125
Series C Convertible Preferred Stock [Member]
Preferred stock convertible price	1,000,000
Series C-1 Convertible Preferred Stock [Member]
Preferred stock convertible price	10,000
Series D Convertible Preferred Stock [Member]
Preferred stock convertible price	10,000
Common Stock [Member]
Common stock shares issued	16,915,705
Percentage of ownership shareholder	62.00%
Exactus Inc and Panacea Life Sciences Inc [Member]
Investment | $	$ 14,000,000
Convertible debt | $	$ 7,000,000
Common stock shares issued	1,297,017
Cash | $	$ 5,000,000
Percentage of ownership shareholder	15.19%
Panacea Life Sciences Inc [Member]
Investment | $	$ 14,000,000
Common stock shares issued	10,000
Conversion of common stock shares decrease	1,013,333
Conversion of common stock shares increase	719,404
Acres of land | ft²	10
Real property and improvement allocated value | $	$ 2,200,000
Real property and improvement value | $	1,770,000
Equipment, machinery and other personal property | $	430,000
Panacea Life Sciences Inc [Member] | License Agreement Terms [Member]
Real property and improvement value | $	$ 500,000
Exactus Inc [Member]
Conversion of common stock shares decrease	500,000
Conversion of common stock shares increase	7,000,000
Exactus Inc [Member] | Series B Convertible Preferred Stock [Member]
Preferred stock convertible price	7,000,000

SCHEDULE OF EFFECTS OF RESTATEM

SCHEDULE OF EFFECTS OF RESTATEMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jan. 02, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 130,707		$ 130,707			$ 84,379
Accounts receivable, net	289,621		289,621			147,302
Other receivables, related party	500,000		500,000
Inventory, net	4,273,339		4,273,339			8,409,734
Marketable securities related party	6,005,188		6,005,188			2,853,437
Prepaid expenses and other current assets	101,968		101,968			27,375
TOTAL CURRENT ASSETS	11,300,823		11,300,823			11,522,227
Operating lease right-of-use asset, net, related party	3,767,641		3,767,641		$ 4,595,509	3,937,706
Property, Plant and Equipment, Net	9,430,789		9,430,789			13,590,286
Intangible assets, net	92,100		92,100			122,801
Goodwill	2,188,810		2,188,810			2,188,810
TOTAL ASSETS	26,780,163		26,780,163			31,361,830
CURRENT LIABILITIES:
Accounts Payable and Accrued Liabilities, Current	1,178,325		1,178,325			1,765,267
Operating Lease, Liability, Current	1,393,425		1,393,425			1,162,869
Notes Payable, Related Parties, Current	5,823,954		5,823,954			15,061,044
Paycheck protection loan	335,510		335,510			273,300
TOTAL CURRENT LIABILITIES:	8,731,214		8,731,214			18,262,480
Operating Lease, Liability, Noncurrent	3,521,156		3,521,156			3,692,392
Other Liabilities, Noncurrent	3,042,638		3,042,638			2,698,659
TOTAL LIABILITIES	15,295,008		15,295,008			24,653,531
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized	50,000,000		50,000,000
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,321,613 and 16,915,706 shares issued and outstanding on June 30, 2021 and December 31, 2020 respectively.	$ 2,132		$ 2,132			$ 1,692
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Common Stock, Shares Authorized	650,000,000		650,000,000			650,000,000
Common Stock, Shares, Issued	21,321,613		21,321,613			16,915,706
Common Stock, Shares, Outstanding	21,321,613		21,321,613			16,915,706
Additional paid in capital	$ 23,066,921		$ 23,066,921			$ 18,689,119
Accumulated deficit	(11,584,750)		(11,584,750)			(11,982,614)
TOTAL STOCKHOLDERS’ EQUITY	11,485,155	$ 10,575,512	11,485,155	$ 10,575,512		6,708,299
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	26,780,163		26,780,163			31,361,830
Revenues	313,496	6,161,468	825,634	6,961,989
Cost of Revenue	248,646	2,975,972	578,483	3,380,099
GROSS PROFIT	64,850	3,185,496	247,151	3,581,890
OPERATING EXPENSES
[custom:ProductionRelatedOperatingExpenses]	1,169,040	976,546	2,156,973	1,705,316
General and Administrative Expense	335,224	1,406,307	621,268	2,068,446
TOTAL OPERATING EXPENSES	1,504,264	2,382,853	2,778,241	3,773,762
INCOME (LOSS) FROM OPERATIONS	(1,439,414)	802,643	(2,531,090)	(191,872)
OTHER INCOME (EXPENSES)
[custom:InterestsExpense]	(284,381)	(393,931)	(606,944)	(748,243)
Marketable Securities, Gain (Loss)	1,738,002	18,676	3,151,751	(435,280)
Other Nonoperating Income (Expense)		158,405		(77,709)
Rental Income, Nonoperating	67,317	57,929	162,918	156,201
Gain (Loss) on Disposition of Assets for Financial Service Operations	(297,351)	11,500	(297,351)	(67,714)
Gain on extinguishment of debt	243,041		518,580
TOTAL OTHER INCOME (EXPENSE)	1,466,628	(147,421)	2,928,954	(1,172,745)
INCOME (LOSS) BEFORE INCOME TAXES	27,214	655,222	397,864	(1,364,617)
TAXES
NET INCOME (LOSS)	$ 27,214	$ 655,222	$ 397,864	$ (1,364,617)
BASIC NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
DILUTED NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Weighted Average Number of Shares Outstanding, Basic	16,915,706	16,915,706	16,915,706	16,915,706
Weighted Average Number of Shares Outstanding, Diluted	16,915,706	16,915,706	16,915,706	16,915,706
Beginning balance, value	$ 7,078,949	$ 9,920,290	$ 6,708,299	$ 11,940,129
Stock Issued During Period, Value, Acquisitions	4,378,992		4,378,992
Net income (loss)	27,214	655,222	397,864	(1,364,617)
Ending balance, value	11,485,155	10,575,512	11,485,155	10,575,512
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation	460,316	348,476	887,838	647,253
Fixed asset disposal loss			297,351	67,714
Amortization of right of use asset
Amortization of intangible assets			30,701	30,701
Non-cash interest expense
Gain on forgiveness of Paycheck Protection Program loan			(518,580)
Unrealized gain/loss on marketable securities			(3,151,751)	435,279
Changes in operating assets and liabilities
Accounts receivable			(142,319)	73,459
Inventory			(556,972)	(7,555,868)
Prepaid expense and other assets			(74,593)	(373,924)
Accounts payable and accrued expenses			661,376	1,791,547
Operating lease liability, net			229,386	229,391
Unearned revenues
Net cash used in operating activities			(1,939,699)	(6,019,065)
Cash flows from investing activities
Net cash received from acquisition			9,157
Proceeds from sale of fixed assets			446,026	34,920
Net fixed asset acquisition			(186,197)	(2,421,537)
Net Cash provided by (used in) investing activities			268,986	(2,386,617)
Cash flows from financing activities
Non-cash stock issuances
Non-cash financing activities
Proceeds from payroll protection loan, SBA loan			243,041	273,300
Payments of principal on notes payable - related party			(135,000)	(3,503,545)
Proceeds on note payable - related party			1,609,000	4,717,105
Net cash provided by financing  activities			1,717,041	1,486,860
Net increase (decrease) in Cash and Cash Equivalents			46,328	(6,918,822)
Cash and Cash Equivalents, Beginning of Period			84,379	8,515,509
Cash and Cash Equivalents, End of Period	130,707	1,596,687	130,707	1,596,687
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year
Noncash investing and financing activity
Non-cash receivable - related party			(500,000)
Related party loan repayment with inventory			4,693,367
Non-cash fixed asset disposal as part of the reverse acquisition			3,058,457
Debt retired in merger, related party			(12,718,441)
Exactus liabilities from acquisition			1,096,782
Preferred Series B-1 issuance in acquisition			150
Preferred Series B-2 issuance in acquisition			600
Common stock issued for the reverse merger with Exactus			4,369,085
Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	852	102	852	102		102
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	1,020,000	1,020,000	1,020,000	1,020,000
Stock Issued During Period, Value, Acquisitions	$ 750		$ 750
Beginning balance, shares	7,500,450		7,500,450
Net income (loss)
Ending balance, value	$ 852	$ 102	$ 852	$ 102
Ending balance, shares	8,520,450	1,020,000	8,520,450	1,020,000
Common Stock [Member]
STOCKHOLDERS’ EQUITY
Common Stock, Shares, Issued	16,915,705		16,915,705
TOTAL STOCKHOLDERS’ EQUITY	$ 2,132	$ 1,692	$ 2,132	$ 1,692		1,692
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 1,692	$ 1,692	$ 1,692	$ 1,692
Beginning balance, shares	16,915,706	16,915,706	16,915,706	16,915,706
Stock Issued During Period, Value, Acquisitions	$ 440		$ 440
Beginning balance, shares	4,405,907		4,405,907
Net income (loss)
Ending balance, value	$ 2,132	$ 1,692	$ 2,132	$ 1,692
Ending balance, shares	21,321,613	16,915,706	21,321,613	16,915,706
Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 23,066,921	$ 18,689,119	$ 23,066,921	$ 18,689,119		18,689,119
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	18,689,119	18,689,119	18,689,119	18,689,119
Stock Issued During Period, Value, Acquisitions	4,377,802		4,377,802
Net income (loss)
Ending balance, value	23,066,921	18,689,119	23,066,921	18,689,119
Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(11,584,750)	(8,115,401)	(11,584,750)	(8,115,401)		(11,982,614)
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)	27,214	655,222	397,864	(1,364,617)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(11,611,964)	(8,770,623)	(11,982,614)	(6,750,784)
Stock Issued During Period, Value, Acquisitions
Net income (loss)	27,214	655,222	397,864	(1,364,617)
Ending balance, value	(11,584,750)	(8,115,401)	(11,584,750)	(8,115,401)
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	1,000		1,000			1,000
Preferred Stock, Shares Issued	450		450			0
Preferred Stock, Shares Outstanding	450		450			0
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 150		$ 150
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	32,000,000		32,000,000			32,000,000
Preferred Stock, Shares Issued	1,500,000		1,500,000			0
Preferred Stock, Shares Outstanding	1,500,000		1,500,000			0
Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 600		$ 600
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	6,000,000		6,000,000			6,000,000
Preferred Stock, Shares Issued	6,000,000		6,000,000			0
Preferred Stock, Shares Outstanding	6,000,000		6,000,000			0
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 100		$ 100			$ 100
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	1,000,000		1,000,000			1,000,000
Preferred Stock, Shares Issued	1,000,000		1,000,000			1,000,000
Preferred Stock, Shares Outstanding	1,000,000		1,000,000			1,000,000
Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 1		$ 1			$ 1
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	10,000		10,000			10,000
Preferred Stock, Shares Issued	10,000		10,000			10,000
Preferred Stock, Shares Outstanding	10,000		10,000			10,000
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 1		$ 1			$ 1
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001			$ 0.0001
Preferred Stock, Shares Authorized	10,000		10,000			10,000
Preferred Stock, Shares Issued	10,000		10,000			10,000
Preferred Stock, Shares Outstanding	10,000		10,000			10,000
Revision of Prior Period, Adjustment [Member]
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, net
Other receivables, related party
Inventory, net
Marketable securities related party
Prepaid expenses and other current assets
TOTAL CURRENT ASSETS
Operating lease right-of-use asset, net, related party	3,558,326		3,558,326			3,525,547
Property, Plant and Equipment, Net	(70,656)		(70,656)			(80,613)
Intangible assets, net						1
Goodwill	(344,720)		(344,720)			(344,720)
TOTAL ASSETS	3,142,950		3,142,950			3,100,215
CURRENT LIABILITIES:
Accounts Payable and Accrued Liabilities, Current	(1,017,394)		(1,017,394)			(829,591)
Operating Lease, Liability, Current	1,173,966		1,173,966			730,384
Notes Payable, Related Parties, Current	(99,100)		(99,100)
Paycheck protection loan	99,100		99,100
TOTAL CURRENT LIABILITIES:	156,572		156,572			(99,207)
Operating Lease, Liability, Noncurrent	3,521,156		3,521,156			3,692,392
Other Liabilities, Noncurrent
TOTAL LIABILITIES	3,677,728		3,677,728			3,593,185
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,321,613 and 16,915,706 shares issued and outstanding on June 30, 2021 and December 31, 2020 respectively.	(57,569)		(57,569)			(45,672)
Additional paid in capital	(134,975)		(134,975)			(144,339)
Accumulated deficit	(342,234)		(342,234)			(302,991)
TOTAL STOCKHOLDERS’ EQUITY	(534,778)	(307,307)	(534,778)	(307,307)		(493,002)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	3,142,950		3,142,950			3,100,183
Revenues	(4,760,714)	(57,929)	(4,856,315)	(156,201)
Cost of Revenue	(4,782,660)	(3,316)	(4,691,282)	(4,577)
GROSS PROFIT	21,946	(54,613)	(165,033)	(151,624)
OPERATING EXPENSES
[custom:ProductionRelatedOperatingExpenses]	170,860	(22,644)	(7,630)	(107,304)
General and Administrative Expense	(276,384)	10,751	(241,383)	(186,754)
TOTAL OPERATING EXPENSES	(105,524)	(11,893)	(249,013)	(294,058)
INCOME (LOSS) FROM OPERATIONS	127,470	(42,720)	83,980	142,434
OTHER INCOME (EXPENSES)
[custom:InterestsExpense]	4,365	10,402	10,326	22,232
Marketable Securities, Gain (Loss)		(158,405)		(51,993)
Other Nonoperating Income (Expense)		158,404		(77,709)
Rental Income, Nonoperating	67,317	57,928	162,918	156,201
Gain (Loss) on Disposition of Assets for Financial Service Operations	(297,351)	11,500	(297,351)	(67,714)
Gain on extinguishment of debt
TOTAL OTHER INCOME (EXPENSE)	(225,669)	79,829	(124,107)	(18,983)
INCOME (LOSS) BEFORE INCOME TAXES	(98,199)	37,112	(40,127)	123,451
TAXES	(884)		(884)
NET INCOME (LOSS)	$ (97,315)	$ 37,112	$ (39,243)	$ 123,451
BASIC NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
DILUTED NET INCOME (LOSS) PER SHARE	$ 0	$ 0.04	$ 0.02	$ (0.08)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Weighted Average Number of Shares Outstanding, Basic	(580,089,449)	(456,724,050)	(580,089,449)	(456,724,050)
Weighted Average Number of Shares Outstanding, Diluted	(720,242,558)	(596,227,159)	(720,242,558)	(456,724,050)
Beginning balance, value	$ (434,930)	$ (344,419)	$ (493,002)	$ (430,758)
Stock Issued During Period, Value, Acquisitions	(2,533)		(2,533)
Net income (loss)	(97,315)	37,112	(39,243)	123,451
Ending balance, value	(534,778)	(307,307)	(534,778)	(307,307)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation			390,708	(103,778)
Fixed asset disposal loss
Amortization of right of use asset			(202,844)	(190,940)
Amortization of intangible assets			1	1
Non-cash interest expense			(581,705)	(758,586)
Gain on forgiveness of Paycheck Protection Program loan			1,408,815
Unrealized gain/loss on marketable securities				129,702
Changes in operating assets and liabilities
Accounts receivable			499,999	(1)
Inventory			(4,682,150)	(216,244)
Prepaid expense and other assets			(10,615)	(286,787)
Accounts payable and accrued expenses			(733,011)	1,030,172
Operating lease liability, net			442,380	442,562
Unearned revenues			103,856	(169,552)
Net cash used in operating activities			(3,403,809)
Cash flows from investing activities
Net cash received from acquisition			18,314
Proceeds from sale of fixed assets			446,026	34,920
Net fixed asset acquisition			(3,570,927)	(34,920)
Net Cash provided by (used in) investing activities			(3,106,587)
Cash flows from financing activities
Non-cash stock issuances			(1,362,187)
Non-cash financing activities			8,012,583
Proceeds from payroll protection loan, SBA loan			243,041	273,300
Payments of principal on notes payable - related party				(3,503,545)
Proceeds on note payable - related party			(383,041)	3,230,245
Net cash provided by financing  activities			(383,041)	(273,300)
Net increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Period
Cash and Cash Equivalents, End of Period
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year
Noncash investing and financing activity
Non-cash receivable - related party			(500,000)
Related party loan repayment with inventory			4,693,367
Non-cash fixed asset disposal as part of the reverse acquisition			1,709,357
Debt retired in merger, related party			(12,718,441)
Exactus liabilities from acquisition			1,096,782
Preferred Series B-1 issuance in acquisition
Preferred Series B-2 issuance in acquisition
Common stock issued for the reverse merger with Exactus			4,356,748
Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(134,975)	(144,339)	(134,975)	(144,339)		(144,339)
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(144,339)	(144,339)	(144,339)	(144,339)
Stock Issued During Period, Value, Acquisitions	9,364		9,364
Net income (loss)
Ending balance, value	(134,975)	(144,339)	(134,975)	(144,339)
Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(342,234)	(117,296)	(342,234)	(117,296)		(302,991)
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)	(97,315)	37,112	(39,243)	123,451
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(244,919)	(154,408)	(302,991)	(240,747)
Stock Issued During Period, Value, Acquisitions
Net income (loss)	(97,315)	37,112	(39,243)	123,451
Ending balance, value	(342,234)	(117,296)	(342,234)	(117,296)
Revision of Prior Period, Adjustment [Member] | Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Revision of Prior Period, Adjustment [Member] | Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Revision of Prior Period, Adjustment [Member] | Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Revision of Prior Period, Adjustment [Member] | Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Revision of Prior Period, Adjustment [Member] | Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Revision of Prior Period, Adjustment [Member] | Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Previously Reported [Member]
CURRENT ASSETS:
Cash and cash equivalents	130,707		130,707			84,379
Accounts receivable, net	289,621		289,621			147,302
Other receivables, related party	500,000		500,000
Inventory, net	4,273,339		4,273,339			8,409,734
Marketable securities related party	6,005,188		6,005,188			2,853,437
Prepaid expenses and other current assets	101,968		101,968			27,375
TOTAL CURRENT ASSETS	11,300,823		11,300,823			11,934,936
Operating lease right-of-use asset, net, related party	209,315		209,315			412,159
Property, Plant and Equipment, Net	9,501,445		9,501,445			13,670,899
Intangible assets, net	92,100		92,100			122,800
Goodwill	2,533,530		2,533,530			2,533,530
TOTAL ASSETS	23,637,213		23,637,213			28,261,615
CURRENT LIABILITIES:
Accounts Payable and Accrued Liabilities, Current	2,195,719		2,195,719			2,594,858
Operating Lease, Liability, Current	219,459		219,459			432,485
Notes Payable, Related Parties, Current	5,923,054		5,923,054			15,061,044
Paycheck protection loan	236,410		236,410			273,300
TOTAL CURRENT LIABILITIES:	8,574,642		8,574,642			18,361,687
Other Liabilities, Noncurrent	3,042,638		3,042,638			2,698,659
TOTAL LIABILITIES	11,617,280		11,617,280			21,060,346
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,321,613 and 16,915,706 shares issued and outstanding on June 30, 2021 and December 31, 2020 respectively.	59,701		59,701			47,364
Additional paid in capital	23,201,896		23,201,896			18,833,458
Accumulated deficit	(11,242,516)		(11,242,516)			(11,679,623)
TOTAL STOCKHOLDERS’ EQUITY	12,019,933	10,882,819	12,019,933	10,882,819		7,201,301
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	23,637,213		23,637,213			28,261,615
Revenues	5,074,210	6,219,397	5,681,949	7,118,190
Cost of Revenue	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
[custom:ProductionRelatedOperatingExpenses]	998,180	999,190	2,164,603	1,812,620
General and Administrative Expense	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)
[custom:InterestsExpense]	288,746	404,333	617,270	(770,475)
Marketable Securities, Gain (Loss)	1,738,002	177,080	3,151,751	(383,287)
Rental Income, Nonoperating
Gain (Loss) on Disposition of Assets for Financial Service Operations
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)
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
Weighted Average Number of Shares Outstanding, Basic	597,005,155	473,639,756	597,005,155	473,639,756
Weighted Average Number of Shares Outstanding, Diluted	737,158,264	613,142,865	737,158,264	473,639,756
Beginning balance, value	$ 7,513,879	$ 10,264,709	$ 7,201,301	$ 12,370,887
Stock Issued During Period, Value, Acquisitions	4,381,525		4,381,525
Net income (loss)	124,529	618,110	437,107	(1,488,068)
Ending balance, value	12,019,933	10,882,819	12,019,933	10,882,819
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation			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
Gain on forgiveness of Paycheck Protection Program loan			(1,927,395)
Unrealized gain/loss on marketable securities			(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
Operating lease liability, net			(212,994)	(213,171)
Unearned revenues			(103,856)	169,552
Net cash used in operating activities			1,464,110	(6,019,065)
Cash flows from investing activities
Net cash received from acquisition			(9,157)
Proceeds from sale of fixed assets
Net fixed asset acquisition			3,384,730	(2,386,617)
Net Cash provided by (used in) 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 - related party			(135,000)
Proceeds on note payable - related party			1,992,041	1,486,860
Net cash provided by financing  activities			(4,793,355)	1,486,860
Net increase (decrease) in Cash and Cash Equivalents			46,328	(6,918,822)
Cash and Cash Equivalents, Beginning of Period			84,379	8,515,509
Cash and Cash Equivalents, End of Period	130,707	1,596,687	130,707	1,596,687
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year
Noncash investing and financing activity
Non-cash receivable - related party
Related party loan repayment with inventory
Non-cash fixed asset disposal as part of the reverse acquisition			1,349,100
Debt retired in merger, related party
Exactus liabilities from acquisition
Preferred Series B-1 issuance in acquisition			150
Preferred Series B-2 issuance in acquisition			600
Common stock issued for the reverse merger with Exactus			12,337
Previously Reported [Member] | Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	852	102	852	102		102
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	1,020,000	1,020,000	1,020,000	1,020,000
Stock Issued During Period, Value, Acquisitions	$ 750		$ 750
Beginning balance, shares	7,500,450		7,500,450
Net income (loss)
Ending balance, value	$ 852	$ 102	$ 852	$ 102
Ending balance, shares	8,520,450	1,020,000	8,520,450	1,020,000
Previously Reported [Member] | Common Stock [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 59,701	$ 47,364	$ 59,701	$ 47,364		47,364
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 47,364	$ 47,364	$ 47,364	$ 47,364
Beginning balance, shares	473,639,756	473,639,756	473,639,756	473,639,756
Stock Issued During Period, Value, Acquisitions	$ 12,337		$ 12,337
Beginning balance, shares	123,365,399		123,365,399
Net income (loss)
Ending balance, value	$ 59,701	$ 47,364	$ 59,701	$ 47,364
Ending balance, shares	597,005,155	473,639,756	597,005,155	473,639,756
Previously Reported [Member] | Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 23,201,896	$ 18,833,458	$ 23,201,896	$ 18,833,458		18,833,458
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	18,833,458	18,833,458	18,833,458	18,833,458
Stock Issued During Period, Value, Acquisitions	4,368,438		4,368,438
Net income (loss)
Ending balance, value	23,201,896	18,833,458	23,201,896	18,833,458
Previously Reported [Member] | Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(11,242,516)	(7,998,105)	(11,242,516)	(7,998,105)		(11,679,623)
OTHER INCOME (EXPENSES)
NET INCOME (LOSS)	124,529	618,110	437,107	(1,488,068)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(11,367,045)	(8,616,215)	(11,679,623)	(6,510,037)
Net income (loss)	124,529	618,110	437,107	(1,488,068)
Ending balance, value	(11,242,516)	$ (7,998,105)	(11,242,516)	$ (7,998,105)
Previously Reported [Member] | Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Previously Reported [Member] | Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	150		150
Previously Reported [Member] | Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	600		600
Previously Reported [Member] | Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	100		100			100
Previously Reported [Member] | Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	1		1			1
Previously Reported [Member] | Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 1		$ 1			$ 1

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Nov. 18, 2021	Oct. 25, 2021	Oct. 25, 2021	Aug. 23, 2021
Subsequent Event [Line Items]
Reverse stock split		1-for-28 reverse stock split	1-for-28 reverse stock split
Brokerage commissions percentage	10.00%
Legal Fees	$ 900,000
Institutional Investor [Member]
Subsequent Event [Line Items]
Debt instrument unamortized discount	$ 1,100,000
Series C Two Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Number of conversion issued shares		100
Common Stock [Member]
Subsequent Event [Line Items]
Convertible common stock	$ 1.40
Purchase warrant shares	785,715
Exercise price	$ 1.40
Common Stock [Member]
Subsequent Event [Line Items]
Number of issued shares		10,649,078
Common Stock [Member] | Series C Two Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Number of conversion issued shares		7,321,429
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				$ 1,000,000