Panacea Life Sciences (PLSH) 10-Q/A 20 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Dec. 13, 2021
Cover [Abstract]
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	Sep. 30, 2021
Document Fiscal Period Focus	Q3
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 14,500		$ 84,379
Accounts receivable, net	515,095		147,302
Other receivables, related party	500,000
Inventory, net	4,344,378		8,409,734
Marketable securities related party	3,631,970		2,853,437
Prepaid expenses and other current assets	193,596		27,375
TOTAL CURRENT ASSETS	9,199,539		11,522,227
Operating lease right-of-use asset, net, related party	3,681,682		3,937,706
Property and equipment, net	9,024,505		13,590,286
Intangible assets, net	76,751		122,801
Goodwill	2,188,810		2,188,810
TOTAL ASSETS	24,171,287		31,361,830
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,474,681		1,765,267
Operating lease liability, current portion, related party	1,508,743		1,162,869
Note payable-current, related party	6,216,155		15,061,044
Paycheck protection loan, SBA Loan	99,100		273,300
TOTAL CURRENT LIABILITIES:	9,298,679		18,262,480
Operating lease liability, long-term portion, related party	3,434,571		3,692,392
Other long-term liabilities, related party	3,042,638		2,698,659
TOTAL LIABILITIES	15,775,888		24,653,531
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,393,041 and 16,915,706 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	2,139		1,692
Additional paid in capital	23,066,914		18,689,119
Accumulated deficit	(14,674,506)		(11,982,614)
TOTAL STOCKHOLDERS’ EQUITY	8,395,399	$ 11,485,155	6,708,299	$ 6,795,797	$ 10,575,512	$ 11,940,129
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	24,171,287		31,361,830
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	150
Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	600
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	100		100
Preferred Stock Series C 1 [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	1		1
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Series D Preferred: $0.0001 Par Value, 10,000 shares designated and 10,000 and 10,000 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	$ 1		$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares, issued	21,393,041	16,915,706
Common stock, shares, outstanding	21,393,041	16,915,706
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares outstanding	450	0
Preferred stock, shares issued	450	0
Series B-1 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	32,000,000	32,000,000
Preferred stock, shares outstanding	1,500,000	0
Preferred stock, shares issued	1,500,000	0
Series B-2 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares outstanding	6,000,000	0
Preferred stock, shares issued	6,000,000	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Series C-1 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Preferred stock, shares issued	10,000	10,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Statement [Abstract]
REVENUE	$ 588,040	$ 1,343,641	$ 1,413,674	$ 8,305,630
COST OF SALES	305,025	2,905,780	883,508	6,285,879
GROSS PROFIT (LOSS)	283,015	(1,562,139)	530,166	2,019,751
OPERATING EXPENSES
Production related operating expenses	1,250,434	1,307,169	3,407,407	3,012,485
General and administrative expenses	290,638	478,992	911,906	2,547,438
TOTAL OPERATING EXPENSES	1,541,072	1,786,161	4,319,313	5,559,923
LOSS FROM OPERATIONS	(1,258,057)	(3,348,300)	(3,789,147)	(3,540,172)
OTHER INCOME (EXPENSES)
Interest expense	(174,727)	(432,922)	(781,671)	(1,181,165)
Unrealized gain (loss) on marketable securities, net	(2,303,218)	(160,310)	848,533	(595,590)
Realized gain on sale of securities	160,296		160,296
Other income (loss)		56,619		(21,090)
Employer retention credit	190,338		190,338
Rental Income	58,410	56,577	221,328	212,778
Loss on sale of assets		48,621	(297,351)	(19,093)	$ (140,714)
Gain on extinguishment of debt	237,202		755,782
TOTAL OTHER INCOME (EXPENSE)	(1,831,699)	(431,415)	1,097,255	(1,604,160)
LOSS BEFORE INCOME TAXES	(3,089,756)	(3,779,715)	(2,691,892)	(5,144,332)
TAXES
NET LOSS	$ (3,089,756)	$ (3,779,715)	$ (2,691,892)	$ (5,144,332)
BASIC NET LOSS PER SHARE	$ (0.14)	$ (0.22)	$ (0.15)	$ (0.30)
DILUTED NET LOSS PER SHARE	$ (0.14)	$ (0.22)	$ (0.15)	$ (0.30)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	21,389,041	16,915,706	18,422,459	16,915,706
Diluted	21,389,041	16,915,706	18,422,459	16,915,706

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholder's (Deficit) Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 102	$ 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
Net Income (Loss)				(5,144,332)	(5,144,332)
Ending balance, value at Sep. 30, 2020	$ 102	$ 1,692	18,689,119	(11,895,116)	6,795,797
Ending balance, shares at Sep. 30, 2020	1,020,000	16,915,706
Beginning balance, value at Jun. 30, 2020	$ 102	$ 1,692	18,689,119	(8,115,401)	10,575,512
Beginning balance, shares at Jun. 30, 2020	1,020,000	16,915,706
Shares issued for acquisition
Net Income (Loss)				(3,779,715)	(3,779,715)
Ending balance, value at Sep. 30, 2020	$ 102	$ 1,692	18,689,119	(11,895,116)	6,795,797
Ending balance, shares at Sep. 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
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 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
Series A Preferred stock conversion to common stock		$ 7	(7)
Series A Preferred stock conversion to common stock, shares	(100)	71,429			71,429
Net Income (Loss)				(2,691,892)	$ (2,691,892)
Ending balance, value at Sep. 30, 2021	$ 852	$ 2,139	23,066,914	(14,674,506)	8,395,399
Ending balance, shares at Sep. 30, 2021	8,520,350	21,393,042
Shares issued for acquisition, shares	7,500,450	4,405,907
Beginning balance, value at Jun. 30, 2021	$ 852	$ 2,132	23,066,921	(11,584,750)	11,485,155
Beginning balance, shares at Jun. 30, 2021	8,520,450	21,321,613
Series A Preferred stock conversion to common stock		$ 7	(7)
Series A Preferred stock conversion to common stock, shares	(100)	71,429
Net Income (Loss)				(3,089,756)	(3,089,756)
Ending balance, value at Sep. 30, 2021	$ 852	$ 2,139	$ 23,066,914	$ (14,674,506)	$ 8,395,399
Ending balance, shares at Sep. 30, 2021	8,520,350	21,393,042

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (2,691,892)	$ (5,144,332)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation	1,280,324	1,018,567
Realized gain on sale of securities	(160,296)
Fixed asset disposal loss	297,351	19,093
Amortization of intangible assets	46,050	46,050
Non-cash settlement of convertible note and accrued interest	(752,751)
Unrealized gain/loss on marketable securities	(848,533)	595,590
Changes in operating assets and liabilities
Accounts receivable	(367,793)	91,952
Inventory	(628,011)	(5,463,820)
Prepaid expense and other assets	(166,221)	647,257
Accounts payable and accrued expenses	955,493	1,226,146
Operating lease liability, net	344,076	344,085
Net cash used in operating activities	(2,692,203)	(6,619,412)
Cash flows from investing activities
Net cash received in from acquisitions	9,157
Proceeds from sale of marketable securities	230,296
Proceeds from sale of fixed assets	446,026	34,920
Net fixed asset acquisition	(172,397)	(3,301,527)
Net Cash provided by (used in) investing activities	513,082	(3,266,607)
Cash flows from financing activities
Proceeds from payroll protection loan, SBA loan		273,300
Proceeds from payroll protection loan - related party	243,041
Payments of principal on notes payable - related party	(135,000)	(3,503,545)
Proceeds from notes payable - related party	2,001,201	5,134,225
Net cash provided by financing activities	2,109,242	1,903,980
Net decrease in Cash and Cash Equivalents	(69,879)	(7,982,039)
Cash and Cash Equivalents, Beginning of Period	84,379	8,515,509
Cash and Cash Equivalents, End of Period	14,500	533,470
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year		525,000
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
Capitalized assets purchased on account - related party	343,979	396,270
Liabilities from acquisition	1,096,782
Debt retired in merger, related party	(12,718,441)
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	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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 Life Sciences, Inc., a wholly owned subsidiary acquired on June 30, 2021. 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 September 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 and cash flows as of September 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 nine months ended September 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. Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Panacea Life Sciences Holdings, Inc. (formerly Exactus), so the below items reflect the consolidated company. 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. As of September 30, 2021, our accumulated deficit was $ 14.675 3.646 nd 1,227,017 3.631 4.063 1.624 1.1 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 consists of 1,227,017 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 September 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS September 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,631,970 $ 3,631,970 $ - - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,631,970 $ 3,631,970 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - In August, 2021 there was one sale of marketable securities out of Level 1. There were no transfers in 2020. On August 5, 2021 70,000 3.29 230,296 160,296 SCHEDULE OF MARKETABLE SECURITIES September 30, 2021 Balance at beginning of year $ 2,853,437 Sale of securities (230,296 ) Realized gain on sale of securities 160,296 Unrealized gain on marketable securities, net 848,533 Balance at end of period $ 3,631,970 As of September 30, 2021, the Company has no liabilities that are re-measured at fair value. Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. 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 $ 31,725 463,454 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER September 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 31,725 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 20,070 $ 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. 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 also has recorded other income related to rental income it receives from leasing out space in the laboratory it occupies. 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 September 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 $ 12,603 54,429 Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On September 30, 2021, the Company’s cash balances did not exceed the FDIC limit. Advertising & Marketing Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs included in general and administrative costs of $ 292,157 1,375,962 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. In October, 2021 the Company completed 1-for-28 reverse stock split. The following financial instruments were not included in the diluted loss per share calculation for the three months ending September 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 For the three months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 256,211 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,389,753 - The following financial instruments were not included in the diluted loss per share calculation for the nine months ending September 30, 2021 and 2020 because their effect was anti-dilutive: 2021 2020 For the nine months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 250,000 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,383,541 - 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 does not expect the adoption of ASU 2020-6 to have any material impact 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 0.077 0.123 SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 September 30, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (230,250 ) (184,200 ) Net intangible assets $ 76,751 $ 122,801

PROPERTY, EQUIPMENT, NET OF ACC

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	9 Months Ended
	Sep. 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 September 30, 2021 December 31, 2020 Computers and technological assets $ 3,310,025 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,524,242 8,494,296 Land 92,222 2,293,472 Assets under construction - 743,377 Leasehold improvements 1,508,915 1,508,915 Total 12,491,355 16,089,637 Less accumulated depreciation (3,466,850 ) (2,499,351 ) Total property and equipment, net $ 9,024,505 $ 13,590,286 The land and equipment decreased from December 31, 2020 to September 30, 2021 due to the partial sale of the farmland and equipment. See Note 10. Depreciation expenses for the three- and nine-month periods ending September 30, 2021 and 2020 were $ 392,485 , $ 1,280,324 , $ 371,314 and $ 1,018,567 respectively. During the nine months ended September 30, 2021, the Company sold fixed assets of $ 743,377 297,351 260,337 140,714

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2021
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 - INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw Materials $ 1,006,096 $ 991,523 Semi-Finished 1,317,948 1,372,950 Finished Goods 1,998,260 6,018,530 Packaging 16,281 20,938 Trading 5,793 5,793 Total $ 4,344,378 $ 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	9 Months Ended
	Sep. 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 3-year term starting with January 1, 2019 for certain laboratory facilities, with a nine-year 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 statements of operations. The leases vary from short-term monthly leases to 3 -year leases but are all cancellable. Below is a summary of our right of use assets and liabilities as of September 30, 2021. SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY September 30, 2021 December 31, 2020 Right-of-use assets $ 3,681,682 $ 3,937,706 Present value of operating lease liabilities $ 3,775,942 $ 4,022,870 Less: Long-term portion of operating lease liability (3,434,571 ) (3,692,392 ) Short-term portion of operating lease liability 341,371 330,478 Unpaid balances 1,167,372 832,391 Total short-term lease liability obligations $ 1,508,743 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9.25 10 Weighted-average discount rate 3.0 % Right-of-use assets $ 3,681,682 Total lease liability obligations $ 4,943,314 Weighted-average remaining lease term (Ends December 31, 2030) 9.25 During the three and nine months ended September 30, 2021, we recognized approximately $ 114,693 344,079 458,772 Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of September 30, 2021, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2021 $ 111,661 2022 451,110 2023 455,622 2024 460,178 2025 464,780 Thereafter 2,394,550 Total undiscounted operating lease payments 4,337,901 Less: Imputed interest (561,959 ) Present value of operating lease liabilities $ 3,775,942

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 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 September 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 The Exactus Company was approved for “second draw” loan of $ 236,410 Regarding Panacea Life Sciences, Inc.’s (PLS) on January 26, 2021, PLS received approval for the PPP second draw loan in the amount of $ 243,041 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 September 28, 2021; whereby, the debt was extinguished including any accrued but unpaid interest. It was recorded as a forgiveness of loan in the Company’s statements of operations as other income. Employer Retention Credit Panacea received an employer retention credit from the federal government of $ 190,388 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% demand promissory note for $ 4,062,714 Going concern 10 1,685,685 Going concern 1,000,000 During October 2019, the Company issued a short-term promissory note to an officer of the previous company Exactus, for an aggregate principal amount of $ 55,556 October 18, 2019 December 16, 2019 12 18 18 10 5,556 55,556 During February 2021, the Company entered into a short-term promissory note for principal amount of $ 20,000 8 20,000 533 The SBA is a 30-year loan, but we plan to pay off this loan in 2022. The rest of the loans do not have a maturity date assigned to them and are payable upon demand. 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 September 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 7,911,044 Notes payable – related party (2) 2,077,886 150,000 Notes payable -related party (3) - 7,000,000 Notes payable - related party (4) 75,556 - Total related party notes $ 6,216,155 $ 15,061,044 Paycheck protection loan (5) $ - $ 273,300 SBA loan (4) 99,100 - Total Paycheck protection and SBA loan $ 99,100 $ 273,300 September 30, 2021 December 31, 2020 Other liability—related party SAP software, support and building modifications (6) $ 2,529,248 $ 2,185,269 J&N Building Loan (7) 513,390 513,390 Total $ 3,042,638 $ 2,698,659 (1) Payable to Quintel. As part of the agreement in the reverse merger transaction the Quintel loans and historical interest owed of $ 1,932,358 4.062 4.7 (2) Payable to CEO, secured by XXII common stock. (3) Convertible debt owed to XXII. On June 30, 2021 the $ 7 2.2 500,000 4.3 (4) Liability carried over from Exactus (5) Paycheck protection loans include Exactus’ and Panacea’s loans. (6) Accrued expenses related to SAP software and implementation services. Software enhancements for production related functionality and user interface were added in 2020 and 2021. In 2019 the initial implementation of the system was completed. (7) The J&N Real Estate Company loan for Panacea Building capital was made in 2020

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 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 During the quarter ended September 30, 2021, 100 71,429 Common stock options Stock Option Plan On June 30, 2021 the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of 339,522 144,621 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 339,285 10 196,491 Stock Options A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of September 30, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2020 - - - - Options assumed in merger 196,491 $ 3.64 3.70 192,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at September 30, 2021 196,491 $ 3.64 3.45 $ 192,500 Vested and exercisable at September 30, 2021 196,491 $ 3.64 3.45 $ 192,500 Stock Warrants As a result of the Merger closing (see Note 10), as of September 30, 2021, the Company had outstanding warrants to purchase an aggregate of 56,377 (post-split) shares of common stock ( 1,578,549 shares pre-split). The warrants were previously issued by Exactus, Inc. and assumed in the Merger. The Company’s outstanding warrants as of September 30, 2021 are summarized as follows, and all were exercisable at that date. SUMMARY OF STOCK WARRANTS Name Expire Number of Shares Average Exercise Balance on December 31, 2020 - - - Assumed in Merger 56,337 $ 13.64 Total as of September 30, 2020 56,337 $ 13.64 As of September 30, 2021, the outstanding warrants have no 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 September 30, 2021 107,993 As of September 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 2.289 281.25 106.49 430 162.813 Effective October 25, 2021, we filed a Certificate of Designation for 100 2,050,000 100 The Series C-2’s only rights are to convert into 2,050,000 shares of common stock on or after November 1, 2022 and to vote on an as-converted basis. The effect of this exchange was to increase the percentage of public float compared to outstanding common stock. In addition, the Company entered into an exchange agreement on June 30, 2021 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 The Company authorized the issuance of a total of 1,000 0.05 100 2,000,000 The Company is prohibited from effecting the conversion of the Series A Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% upon 61 days’ written notice to the Company), in the aggregate, of the issued and outstanding shares of the common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred. The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed. On February 16, 2021 the Company offered to our prior Series A Preferred stock holder enhanced conversion inducements to voluntarily convert the preferred shares into our common stock and filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for Series A Preferred stock, all of which has been converted to common stock, in order to issue the new 0% Series A Preferred stock described herein. On April 7, 2021 the Company filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for the previous Series C Preferred Stock, all of which has been cancelled or converted into common stock. On February 16, 2021, the Company offered to holders of our prior Series D Preferred 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 SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (unaudited) SCHEDULE OF PREFERRED STOCK Three Months Ended September 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 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 Shares issued for acquisition Shares issued for acquisition, shares Series A Preferred stock converted to common shares (100 ) - - - - - - - - - - - (100 ) - Balance as of September 30, 2021 350 $ - 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,350 $ 852 Nine Months Ended September 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 - - - - - - 7,500,000 750 Series A Preferred stock converted to common shares (100 ) - - - - - - - - - - (100 ) - Balance as of September 30, 2021 350 $ - 1,500,000 $ 150 6,000,000 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,350 $ 852 Three Months Ended September 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 June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - - Balance as of September 30, 2020 - $ - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Nine Months Ended September 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, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - - Balance as of September 30, 2020 - $ - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 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 September 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 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. On January 27, 2021, the Panacea’s attorney notified CMI that its lien was invalid, overstated, and violated the terms of the contract. The letter also demanded that CMI remove the system at CMI’s own cost. The lien was since dropped. CMI and Panacea plan to pursue complaints regarding this issue and possible mediation in 2022. Concentrations The Company has no concentration of vendors that would impact production costs in the longer term. On the revenue side, in the 3 rd 29 rd The Company has no contingencies, material commitments, or purchase obligations or sales obligations. The other concentration is in the accounts receivable category, where three customer accounts for 61 36 61

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable and Accrued Interest – Related Parties On June 30, 2021 Panacea received a loan of from Quintel-MC Incorporated, an affiliate of the Company’s CEO in exchange for the Quintel Note. (see Note 5 – Notes Payable - Quintel Note). The principal of this loan is $ 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 $ 1 392,201 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 5 Operating lease. The 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. The 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 September 30, 2021 the outstanding obligation under these two service contracts is $ 2,529,248 229,497 91,482 The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS September 30, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 123,104 $ 1,347,356 Related party loan-CEO loan 42,494 1,500 Related party loan-XXII - - Related party loan – Line of credit 9,129 - Accrued Interest Related party loan Three months ended Nine months ended Three months ended Nine months ended Interest Expense Related party loan-Quintel $ 123,104 $ 645,628 $ 257,234 $ 643,171 Related party loan-CEO loan 42,494 102,679 - - Related party loan-XXII - - 175,000 525,000 Related party loan – Line of Credit 9,129 9,129 - - Interest Expense Related party loan Other The Company continues to hold 1,227,017 70,000 230,296

RESTATED FINANCIAL STATEMENTS A

RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS	NOTE 10 – 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 “Q3 2021 Form 10-Q”) of Panacea Life Sciences Holdings, Inc. (F/K/A Exactus, Inc.) (the “Company”) for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on November 15, 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 Q3 2021 Form 10-Q following the completion of review by the Company’s independent registered public accounting firm. The Q3 202Away1 Form 10-Q was previously filed before the review was completed. 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 September 30, 2021 are as follows: SCHEDULE OF EFFECTS OF RESTATEMENT (a) Amortization of right of use asset was recorded twice in initial filing. (b) Reflects reversal of depreciation that was previously posted on asset that was retired. (c) To separately report short and long-term amounts associated with right of use asset. Panacea Life Sciences Holdings, Inc. and Subsidiary Unaudited Condensed Consolidated Balance Sheets September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 As Restated Adjustment As Reported September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 (Unaudited) (Unaudited) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,500 $ 84,379 $ - $ - $ 14,500 $ 84,379 Accounts receivable, net 515,095 147,302 - - 515,095 147,302 Other receivables, related party 500,000 - - - 500,000 - Inventory, net 4,344,378 8,409,734 - - 4,344,378 8,409,734 Marketable securities related party 3,631,970 2,853,437 - - 3,631,970 2,853,437 Prepaid expenses and other current assets 193,596 27,375 - - 193,596 27,375 TOTAL CURRENT ASSETS 9,199,539 11,522,227 - - 9,199,539 11,522,227 Operating lease right-of-use asset, net, related party 3,681,682 3,937,706 (a) 57,237 - 3,624,445 3,937,706 Property and equipment, net 9,024,505 13,590,286 (b) - 14,600 9,024,505 13,575,687 Intangible assets, net 76,751 122,801 - - 76,751 122,800 Goodwill 2,188,810 2,188,810 - - 2,188,810 2,188,810 TOTAL ASSETS $ 24,171,287 $ 31,361,830 $ 57,237 $ 14,600 $ 24,114,050 $ 31,347,230 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,474,681 $ 1,765,267 $ - $ - $ 1,474,681 $ 1,765,267 Operating lease liability, current portion, related party 1,508,743 1,162,869 (c) (3,453,787 ) (3,692,381 ) 4,962,530 4,855,250 Note payable-current, related party 6,216,155 15,061,044 - - 6,216,155 15,061,044 Paycheck protection loan, SBA Loan 99,100 273,300 - - 99,100 273,300 TOTAL CURRENT LIABILITIES: 9,298,679 18,262,480 (3,453,787 ) (3,692,381 ) 12,752,466 21,954,861 Operating lease liability, long-term portion, related party 3,434,571 3,692,392 (c) 3,434,571 3,692,392 - - Other long-term liabilities, related party 3,042,638 2,698,659 (c) - - 3,042,638 2,698,659 TOTAL LIABILITIES 15,775,888 24,653,531 (19,216 ) 11 15,795,104 24,653,520 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 21,393,041 16,915,706 2,139 1,692 - - 2,139 1,692 Additional paid in capital 23,066,914 18,689,119 (b) (14,588 ) (0 ) 23,081,502 18,689,119 Accumulated deficit (14,674,506 ) (11,982,614 ) (b) 91,041 14,589 (14,765,547 ) (11,997,203 ) TOTAL STOCKHOLDERS’ EQUITY 8,395,399 6,708,299 76,453 14,589 8,318,946 6,693,710 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 24,171,287 $ 31,361,830 $ 57,237 $ 14,600 $ 24,114,050 $ 31,347,230 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 September 30, 2021 are as follows: (a) Amortization of right of use asset was recorded twice in initial filing. Panacea Life Sciences Holdings, Inc. and Subsidiary 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 September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 REVENUE $ 588,040 $ 1,343,641 $ 1,413,674 $ 8,305,630 $ $ $ - $ - $ 588,040 $ 1,343,641 $ 1,413,674 $ 8,305,630 COST OF SALES 305,025 2,905,780 883,508 6,285,879 - - - - 305,025 2,905,780 883,508 6,285,879 GROSS PROFIT (LOSS) 283,015 (1,562,139 ) 530,166 2,019,751 - - - - 283,015 (1,562,139 ) 530,166 2,019,751 OPERATING EXPENSES Production related operating expenses 1,250,434 1,307,169 3,407,407 3,012,485 (a) (76,462 ) 5 (76,452 ) 10 1,326,896 1,307,164 3,483,859 3,012,475 General and administrative expenses 290,638 478,992 911,906 2,547,438 - (4,205 ) - (4,205 ) 290,638 483,197 911,906 2,551,643 TOTAL OPERATING EXPENSES 1,541,072 1,786,161 4,319,313 5,559,923 (76,462 ) (4,200 ) (76,452 ) (4,195 ) 1,617,534 1,790,361 4,395,765 5,564,118 INCOME (LOSS) FROM OPERATIONS (1,258,057 ) (3,348,300 ) (3,789,147 ) (3,540,172 ) (a) 76,462 4,200 76,452 4,195 (1,334,519 ) (3,352,500 ) (3,865,599 ) (3,544,367 ) OTHER INCOME (EXPENSES) Interest expense (174,727 ) (432,922 ) (781,671 ) (1,181,165 ) - - - - (174,727 ) (432,922 ) (781,671 ) (1,181,165 ) Unrealized gain (loss) on marketable securities, net (2,303,218 ) (160,310 ) 848,533 (595,590 ) - (60,818 ) - 16,891 (2,303,218 ) (99,492 ) 848,533 (612,481 ) Realized gain on sale of securities 160,296 - 160,296 - - - - - 160,296 - 160,296 - Other income (loss) - 56,619 - (21,090 ) - 56,619 - (21,090 ) Employer retention credit 190,338 - 190,338 - - - - - 190,338 - 190,338 - Rental Income 58,410 56,577 221,328 212,778 - - - - 58,410 56,577 221,328 212,778 Gain (loss) on sale of assets - 48,621 (297,351 ) (19,093 ) - - - - - 48,621 (297,351 ) (19,093 ) Gain on extinguishment of debt 237,202 - 755,782 - - - - - 237,202 - 755,782 - TOTAL OTHER INCOME (EXPENSE) (1,831,699 ) (431,415 ) 1,097,255 (1,604,160 ) - (4,199 ) - (4,199 ) (1,831,699 ) (427,216 ) 1,097,255 (1,599,961 ) INCOME (LOSS) BEFORE INCOME TAXES (3,089,756 ) (3,779,715 ) (2,691,892 ) (5,144,332 ) (a) 76,462 1 76,452 (4 ) (3,166,218 ) (3,779,716 ) (2,768,344 ) (5,144,328 ) TAXES - - - - - - - - - - - - NET INCOME (LOSS) $ (3,089,756 ) $ (3,779,715 ) $ (2,691,892 ) $ (5,144,332 ) (a) $ 76,462 $ 1 $ 76,452 $ (4 ) $ (3,166,218 ) $ (3,779,716 ) $ (2,768,344 ) $ (5,144,328 ) BASIC NET INCOME (LOSS) PER SHARE $ (0.14 ) $ (0.22 ) $ (0.15 ) $ (0.30 ) $ 0.00 $ 0.00 $ (0.02 ) $ (0.00 ) $ (0.15 ) $ (0.22 ) $ (0.13 ) $ (0.30 ) DILUTED NET INCOME (LOSS) PER SHARE $ (0.14 ) $ (0.22 ) $ (0.15 ) $ (0.30 ) $ 0.00 $ 0.00 $ (0.02 ) $ (0.00 ) $ (0.15 ) $ (0.22 ) $ (0.13 ) $ (0.30 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Basic 21,389,041 16,915,706 18,422,459 16,915,706 - - (2,966,582 ) - 21,389,041 16,915,706 21,389,041 16,915,706 Diluted 21,389,041 16,915,706 18,422,459 16,915,706 - - (2,966,582 ) - 21,389,041 16,915,706 21,389,041 16,915,706 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 September 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 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 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 As restated Adjustment Three Months Ended September 30, 2021 Three Months Ended September 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 June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 (a) (b) $ (4,455 ) $ 4,446 $ (9 ) 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,071,376 $ (11,589,196 ) $ 11,485,164 Shares issued for acquisition Shares issued for acquisition, shares Series A Preferred stock conversion to common stock (100 ) - 71,429 7 (7 ) - (b) - - - (100 ) - 71,429 7 (7 ) - Net Loss - - - - - (3,089,756 ) (3,089,756 ) (c) - 76,462 76,462 - - - - - (3,166,218 ) (3,166,218 ) Balance as of September 30, 2021 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,066,914 $ (14,674,506 ) $ 8,395,399 $ (4,455 ) $ 80,908 $ 76,453 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,071,369 $ (14,755,414 ) $ 8,318,946 Nine Months Ended September 30, 2021 Nine Months Ended September 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) $ 10,133 $ 4,456 $ 14,589 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,678,986 $ (11,987,070 ) $ 6,693,710 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 4,378,992 (b) (14,588 ) - (14,588 ) 7,500,450 750 4,405,907 440 4,392,390 4,393,580 Series A Preferred stock conversion to common stock (100 ) - 71,429 7 (7 ) - - - - (100 ) - 71,429 7 (7 ) - Net Loss - - - - - (2,691,892 ) (2,691,892 ) (c) - 76,452 76,452 - - - - - (2,768,344 ) (2,768,344 ) Balance as of September 30, 2021 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,066,914 $ (14,674,506 ) $ 8,395,399 $ (4,455 ) $ 80,908 $ 76,453 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,071,369 $ (14,755,414 ) $ 8,318,946 Three Months Ended September 30, 2020 Three Months Ended September 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 June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 (a) (b) $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (8,105,259 ) $ 10,348,807 Net Loss - - - - - (3,779,715 ) (3,779,715 ) - - - - - - - - (3,779,715 ) (3,779,715 ) Balance as of September 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,895,116 ) $ 6,795,797 $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (11,884,974 ) $ 6,569,092 Nine Months Ended September 30, 2020 Nine Months Ended September 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) $ 236,847 $ (10,137 ) $ 226,710 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (6,740,647 ) $ 11,713,419 Net Loss - - - - - (5,144,332 ) (5,144,332 ) (c) - (5 ) (5 ) - - - - - (5,144,327 ) (5,144,327 ) Balance as of September 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,895,116 ) $ 6,795,797 $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (11,884,974 ) $ 6,569,092 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 September 30, 2021 are as follows: (a) Reflects previously unrecorded expenses. (b) Amortization of right of use asset being reported as a net amount with liability reduction. (c) Reflects liabilities acquired in merger being reported as non-cash items. (d) Reflects PPE sale to related party being reclassified as non-cash item. (e) Reflects retirement of accrued interest as being reclassified to non-cash item. (f) To separately report asset proceeds and disposals that were originally presented as a net amount. (g) Reflects amount related to note payable that was previously reported as account payable. (h) To separately report non-cash receivable due. (i) To separately report asset retirement and notes payable retirement due to merger (j) To reclassify non-cash items from merger to non-cash investing and financing activities (k) To separately report proceeds and payments on notes payable that were originally presented as a net amount. (l) To report changes in depreciation as a result of asset retirement. (m) To report interest payments made that were previously not separately disclosed. (n) To reclassify non-cash stock issuances to non-cash transactions section. (o) To correct a footing error. Panacea Life Sciences Holdings, Inc. and Subsidiary Unaudited Condensed Consolidated Statements of Cash Flows 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2021 2020 Cash flows from operating activities Net income (loss) $ (2,691,892 ) $ (5,144,332 ) (a) $ 76,452 $ (5 ) $ (2,768,344 ) $ (5,144,327 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation 1,280,324 1,018,567 (l) - (626,635 ) 1,280,324 1,645,202 Realized gain on sale of securities (160,296 ) - (160,296 ) - Fixed asset disposal loss 297,351 19,093 - - 297,351 19,093 Amortization of right of use asset - - (b) (313,261 ) (249,037 ) 313,261 249,037 Amortization of intangible assets 46,050 46,050 (o) 1 - 46,049 46,050 Non cash settlement of convertible note and accrued interest (752,751 ) - (c) (99,100 ) - (653,651 ) - Unrealized gain/loss on marketable securities (848,533 ) 595,590 - - (848,533 ) 595,590 Changes in operating assets and liabilities Accounts receivable (367,793 ) 91,952 - - (367,793 ) 91,952 Inventory (628,011 ) (5,463,820 ) (d) (2,132,450 ) - 1,504,439 (5,463,820 ) Prepaid expense and other assets (166,221 ) 647,257 - - (166,221 ) 647,257 Accounts payable and accrued expenses 955,493 1,226,146 (e)(g) 1,931,562 - (976,069 ) 1,226,146 Operating lease liability, net 344,076 344,085 (b) 236,796 249,043 107,280 95,042 Net cash used in operating activities (2,692,203 ) (6,619,412 ) (300,000 ) (626,634 ) (2,392,203 ) (5,992,778 ) Cash flows from investing activities Net cash received in from acquisitions 9,157 - - - 9,157 - Proceeds from sale of marketable securities 230,296 - - - 230,296 - Proceeds from sale of fixed assets 446,026 34,920 (f) 446,026 34,920 Net fixed asset acquisition (172,397 ) (3,301,527 ) (f) (446,026 ) 474,594 273,629 (3,776,121 ) Net Cash provided by (used in) investing activities 513,082 (3,266,607 ) 1 509,514 513,082 (3,776,121 ) Cash flows from financing activities - - Proceeds from payroll protection loan, SBA loan - 273,300 - - - 273,300 Proceeds from payroll protection loan - related party 243,041 - - - 243,041 - Payments of principal on notes payable - related party (135,000 ) (3,503,545 ) (k) - (3,503,545 ) (135,000 ) - Proceeds from notes payable - related party 2,001,201 5,134,225 (g) 300,000 3,620,665 1,701,201 1,513,560 Net cash provided by financing activities 2,109,242 1,903,980 300,000 117,120 1,809,242 1,786,860 Net increase (decrease) in Cash and Cash Equivalents (69,879 ) (7,982,039 ) (o) 0 1 (69,879 ) (7,982,040 ) Cash and Cash Equivalents, Beginning of Period 84,379 8,515,509 - - 84,379 8,515,509 Cash and Cash Equivalents, End of Period $ 14,500 $ 533,470 $ 0 $ 1 $ 14,500 $ 533,469 Supplemental Disclosure of Cash Flow Information Cash paid for income taxes during the year $ - $ - $ - $ - $ - $ - Interest payments during the year $ - $ 525,000 (m) $ - $ 525,000 $ - $ - - Noncash investing and financing activity Non-Cash Receivable - related party $ (500,000 ) $ - (h) $ (3,543,858 ) $ - $ 3,043,858 $ - Related party loan repayment with inventory $ 4,693,367 $ - (i) $ 12,543,540 $ - $ (7,850,173 ) $ - Noncash fixed asset disposal as part of the reverse acquisition $ 3,058,457 $ - (i) $ 1,709,357 $ - $ 1,349,100 $ - Capitalized assets purchased on account - related party $ 343,979 $ 396,270 (d) $ (341,504 ) $ 396,270 $ 685,483 $ - Liabilities from acquisition $ 1,096,782 $ - (c) $ 860,372 $ - $ 236,410 $ - Debt retired in merger, related party $ (12,718,441 ) $ - (j) $ (17,089,778 ) $ - $ 4,371,337 $ - 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 $ - (n) $ 4,356,748 $ - $ 12,337 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11– SUBSEQUENT EVENTS Effective October 25, 2021 the Company completed the 1-for-28 reverse stock split On October 25, 2021, of the 10,649,078 7,321,429 100 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 1.40 785,715 1.40 10 900,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 Life Sciences, Inc., a wholly owned subsidiary acquired on June 30, 2021. 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 September 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 and cash flows as of September 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 nine months ended September 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.
Going concern	Going concern These unaudited condensed consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has combined with Panacea Life Sciences Holdings, Inc. (formerly Exactus), so the below items reflect the consolidated company. 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. As of September 30, 2021, our accumulated deficit was $ 14.675 3.646 nd 1,227,017 3.631 4.063 1.624 1.1
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 consists of 1,227,017 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 September 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS September 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,631,970 $ 3,631,970 $ - - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,631,970 $ 3,631,970 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - In August, 2021 there was one sale of marketable securities out of Level 1. There were no transfers in 2020. On August 5, 2021 70,000 3.29 230,296 160,296 SCHEDULE OF MARKETABLE SECURITIES September 30, 2021 Balance at beginning of year $ 2,853,437 Sale of securities (230,296 ) Realized gain on sale of securities 160,296 Unrealized gain on marketable securities, net 848,533 Balance at end of period $ 3,631,970 As of September 30, 2021, the Company has no liabilities that are re-measured at fair value.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.
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 $ 31,725 463,454 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER September 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 31,725 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 20,070 $ 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. 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 also has recorded other income related to rental income it receives from leasing out space in the laboratory it occupies.
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 September 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 $ 12,603 54,429
Segment Information	Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On September 30, 2021, the Company’s cash balances did not exceed the FDIC limit.
Advertising & Marketing	Advertising & Marketing Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs included in general and administrative costs of $ 292,157 1,375,962
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. In October, 2021 the Company completed 1-for-28 reverse stock split. The following financial instruments were not included in the diluted loss per share calculation for the three months ending September 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 For the three months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 256,211 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,389,753 - The following financial instruments were not included in the diluted loss per share calculation for the nine months ending September 30, 2021 and 2020 because their effect was anti-dilutive: 2021 2020 For the nine months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 250,000 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,383,541 -
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 does not expect the adoption of ASU 2020-6 to have any material impact 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 0.077 0.123 SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 September 30, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (230,250 ) (184,200 ) Net intangible assets $ 76,751 $ 122,801

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 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 September 30, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS September 30, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,631,970 $ 3,631,970 $ - - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,631,970 $ 3,631,970 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ -
SCHEDULE OF MARKETABLE SECURITIES	SCHEDULE OF MARKETABLE SECURITIES September 30, 2021 Balance at beginning of year $ 2,853,437 Sale of securities (230,296 ) Realized gain on sale of securities 160,296 Unrealized gain on marketable securities, net 848,533 Balance at end of period $ 3,631,970
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER	SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER September 30, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 31,725 463,454 Revenue earned 132,955 596,940 Balance, end of period $ 20,070 $ 121,300
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 months ending September 30, 2021 and 2020 because their effect was anti-dilutive: SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2021 2020 For the three months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 256,211 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,389,753 - The following financial instruments were not included in the diluted loss per share calculation for the nine months ending September 30, 2021 and 2020 because their effect was anti-dilutive: 2021 2020 For the nine months ended September 30, 2021 2020 Options to purchase common stock 61,446 - Warrants to purchase common stock 56,377 - Series A Convertible Preferred 250,000 - Series B-1 Convertible Preferred 6,679 - Series B-2 Convertible Preferred 26,786 - Series C Convertible Preferred 2,289,220 - Series C-1 Convertible Preferred 1,064,908 - Series D Convertible Preferred 1,628,126 - Total 5,383,541 -
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL	SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Intangibles – Formulations 5 September 30, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (230,250 ) (184,200 ) Net intangible assets $ 76,751 $ 122,801

PROPERTY, EQUIPMENT, NET OF A_2

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables)	9 Months Ended
	Sep. 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 September 30, 2021 December 31, 2020 Computers and technological assets $ 3,310,025 $ 2,993,626 Furniture and fixtures 55,951 55,951 Machinery and equipment 7,524,242 8,494,296 Land 92,222 2,293,472 Assets under construction - 743,377 Leasehold improvements 1,508,915 1,508,915 Total 12,491,355 16,089,637 Less accumulated depreciation (3,466,850 ) (2,499,351 ) Total property and equipment, net $ 9,024,505 $ 13,590,286

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2021
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Raw Materials $ 1,006,096 $ 991,523 Semi-Finished 1,317,948 1,372,950 Finished Goods 1,998,260 6,018,530 Packaging 16,281 20,938 Trading 5,793 5,793 Total $ 4,344,378 $ 8,409,734

OPERATING LEASE RIGHT-OF-USE _2

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Tables)	9 Months Ended
	Sep. 30, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY	Below is a summary of our right of use assets and liabilities as of September 30, 2021. SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY September 30, 2021 December 31, 2020 Right-of-use assets $ 3,681,682 $ 3,937,706 Present value of operating lease liabilities $ 3,775,942 $ 4,022,870 Less: Long-term portion of operating lease liability (3,434,571 ) (3,692,392 ) Short-term portion of operating lease liability 341,371 330,478 Unpaid balances 1,167,372 832,391 Total short-term lease liability obligations $ 1,508,743 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9.25 10 Weighted-average discount rate 3.0 % Right-of-use assets $ 3,681,682 Total lease liability obligations $ 4,943,314 Weighted-average remaining lease term (Ends December 31, 2030) 9.25
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 September 30, 2021, are as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2021 $ 111,661 2022 451,110 2023 455,622 2024 460,178 2025 464,780 Thereafter 2,394,550 Total undiscounted operating lease payments 4,337,901 Less: Imputed interest (561,959 ) Present value of operating lease liabilities $ 3,775,942

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE	SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Notes payable - related party (1) $ 4,062,713 $ 7,911,044 Notes payable – related party (2) 2,077,886 150,000 Notes payable -related party (3) - 7,000,000 Notes payable - related party (4) 75,556 - Total related party notes $ 6,216,155 $ 15,061,044 Paycheck protection loan (5) $ - $ 273,300 SBA loan (4) 99,100 - Total Paycheck protection and SBA loan $ 99,100 $ 273,300 September 30, 2021 December 31, 2020 Other liability—related party SAP software, support and building modifications (6) $ 2,529,248 $ 2,185,269 J&N Building Loan (7) 513,390 513,390 Total $ 3,042,638 $ 2,698,659 (1) Payable to Quintel. As part of the agreement in the reverse merger transaction the Quintel loans and historical interest owed of $ 1,932,358 4.062 4.7 (2) Payable to CEO, secured by XXII common stock. (3) Convertible debt owed to XXII. On June 30, 2021 the $ 7 2.2 500,000 4.3 (4) Liability carried over from Exactus (5) Paycheck protection loans include Exactus’ and Panacea’s loans. (6) Accrued expenses related to SAP software and implementation services. Software enhancements for production related functionality and user interface were added in 2020 and 2021. In 2019 the initial implementation of the system was completed. (7) The J&N Real Estate Company loan for Panacea Building capital was made in 2020

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 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 September 30, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Balance on December 31, 2020 - - - - Options assumed in merger 196,491 $ 3.64 3.70 192,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at September 30, 2021 196,491 $ 3.64 3.45 $ 192,500 Vested and exercisable at September 30, 2021 196,491 $ 3.64 3.45 $ 192,500
SUMMARY OF STOCK WARRANTS	SUMMARY OF STOCK WARRANTS Name Expire Number of Shares Average Exercise Balance on December 31, 2020 - - - Assumed in Merger 56,337 $ 13.64 Total as of September 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 September 30, 2021 107,993
SCHEDULE OF PREFERRED STOCK	PANACEA LIFE SCIENCES HOLDINGS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (unaudited) SCHEDULE OF PREFERRED STOCK Three Months Ended September 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 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 Shares issued for acquisition Shares issued for acquisition, shares Series A Preferred stock converted to common shares (100 ) - - - - - - - - - - - (100 ) - Balance as of September 30, 2021 350 $ - 1,500,000 $ 150 6,000,000 $ 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,350 $ 852 Nine Months Ended September 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 - - - - - - 7,500,000 750 Series A Preferred stock converted to common shares (100 ) - - - - - - - - - - (100 ) - Balance as of September 30, 2021 350 $ - 1,500,000 $ 150 6,000,000 600 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 8,520,350 $ 852 Three Months Ended September 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 June 30, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - - Balance as of September 30, 2020 - $ - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Nine Months Ended September 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, 2020 - $ - - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102 Shares issued for acquisition - - - - - - - - - - - - - - Balance as of September 30, 2020 - $ - $ - - $ - 1,000,000 $ 100 10,000 $ 1 10,000 $ 1 1,020,000 $ 102

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS	The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS September 30, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 123,104 $ 1,347,356 Related party loan-CEO loan 42,494 1,500 Related party loan-XXII - - Related party loan – Line of credit 9,129 - Accrued Interest Related party loan Three months ended Nine months ended Three months ended Nine months ended Interest Expense Related party loan-Quintel $ 123,104 $ 645,628 $ 257,234 $ 643,171 Related party loan-CEO loan 42,494 102,679 - - Related party loan-XXII - - 175,000 525,000 Related party loan – Line of Credit 9,129 9,129 - - Interest Expense Related party loan

RESTATED FINANCIAL STATEMENTS_2

RESTATED FINANCIAL STATEMENTS AND EXPLANATIONS (Tables)	9 Months Ended
	Sep. 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 September 30, 2021 are as follows: SCHEDULE OF EFFECTS OF RESTATEMENT (a) Amortization of right of use asset was recorded twice in initial filing. (b) Reflects reversal of depreciation that was previously posted on asset that was retired. (c) To separately report short and long-term amounts associated with right of use asset. Panacea Life Sciences Holdings, Inc. and Subsidiary Unaudited Condensed Consolidated Balance Sheets September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 As Restated Adjustment As Reported September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 (Unaudited) (Unaudited) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,500 $ 84,379 $ - $ - $ 14,500 $ 84,379 Accounts receivable, net 515,095 147,302 - - 515,095 147,302 Other receivables, related party 500,000 - - - 500,000 - Inventory, net 4,344,378 8,409,734 - - 4,344,378 8,409,734 Marketable securities related party 3,631,970 2,853,437 - - 3,631,970 2,853,437 Prepaid expenses and other current assets 193,596 27,375 - - 193,596 27,375 TOTAL CURRENT ASSETS 9,199,539 11,522,227 - - 9,199,539 11,522,227 Operating lease right-of-use asset, net, related party 3,681,682 3,937,706 (a) 57,237 - 3,624,445 3,937,706 Property and equipment, net 9,024,505 13,590,286 (b) - 14,600 9,024,505 13,575,687 Intangible assets, net 76,751 122,801 - - 76,751 122,800 Goodwill 2,188,810 2,188,810 - - 2,188,810 2,188,810 TOTAL ASSETS $ 24,171,287 $ 31,361,830 $ 57,237 $ 14,600 $ 24,114,050 $ 31,347,230 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 1,474,681 $ 1,765,267 $ - $ - $ 1,474,681 $ 1,765,267 Operating lease liability, current portion, related party 1,508,743 1,162,869 (c) (3,453,787 ) (3,692,381 ) 4,962,530 4,855,250 Note payable-current, related party 6,216,155 15,061,044 - - 6,216,155 15,061,044 Paycheck protection loan, SBA Loan 99,100 273,300 - - 99,100 273,300 TOTAL CURRENT LIABILITIES: 9,298,679 18,262,480 (3,453,787 ) (3,692,381 ) 12,752,466 21,954,861 Operating lease liability, long-term portion, related party 3,434,571 3,692,392 (c) 3,434,571 3,692,392 - - Other long-term liabilities, related party 3,042,638 2,698,659 (c) - - 3,042,638 2,698,659 TOTAL LIABILITIES 15,775,888 24,653,531 (19,216 ) 11 15,795,104 24,653,520 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 21,393,041 16,915,706 2,139 1,692 - - 2,139 1,692 Additional paid in capital 23,066,914 18,689,119 (b) (14,588 ) (0 ) 23,081,502 18,689,119 Accumulated deficit (14,674,506 ) (11,982,614 ) (b) 91,041 14,589 (14,765,547 ) (11,997,203 ) TOTAL STOCKHOLDERS’ EQUITY 8,395,399 6,708,299 76,453 14,589 8,318,946 6,693,710 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 24,171,287 $ 31,361,830 $ 57,237 $ 14,600 $ 24,114,050 $ 31,347,230 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 September 30, 2021 are as follows: (a) Amortization of right of use asset was recorded twice in initial filing. Panacea Life Sciences Holdings, Inc. and Subsidiary 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 September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 REVENUE $ 588,040 $ 1,343,641 $ 1,413,674 $ 8,305,630 $ $ $ - $ - $ 588,040 $ 1,343,641 $ 1,413,674 $ 8,305,630 COST OF SALES 305,025 2,905,780 883,508 6,285,879 - - - - 305,025 2,905,780 883,508 6,285,879 GROSS PROFIT (LOSS) 283,015 (1,562,139 ) 530,166 2,019,751 - - - - 283,015 (1,562,139 ) 530,166 2,019,751 OPERATING EXPENSES Production related operating expenses 1,250,434 1,307,169 3,407,407 3,012,485 (a) (76,462 ) 5 (76,452 ) 10 1,326,896 1,307,164 3,483,859 3,012,475 General and administrative expenses 290,638 478,992 911,906 2,547,438 - (4,205 ) - (4,205 ) 290,638 483,197 911,906 2,551,643 TOTAL OPERATING EXPENSES 1,541,072 1,786,161 4,319,313 5,559,923 (76,462 ) (4,200 ) (76,452 ) (4,195 ) 1,617,534 1,790,361 4,395,765 5,564,118 INCOME (LOSS) FROM OPERATIONS (1,258,057 ) (3,348,300 ) (3,789,147 ) (3,540,172 ) (a) 76,462 4,200 76,452 4,195 (1,334,519 ) (3,352,500 ) (3,865,599 ) (3,544,367 ) OTHER INCOME (EXPENSES) Interest expense (174,727 ) (432,922 ) (781,671 ) (1,181,165 ) - - - - (174,727 ) (432,922 ) (781,671 ) (1,181,165 ) Unrealized gain (loss) on marketable securities, net (2,303,218 ) (160,310 ) 848,533 (595,590 ) - (60,818 ) - 16,891 (2,303,218 ) (99,492 ) 848,533 (612,481 ) Realized gain on sale of securities 160,296 - 160,296 - - - - - 160,296 - 160,296 - Other income (loss) - 56,619 - (21,090 ) - 56,619 - (21,090 ) Employer retention credit 190,338 - 190,338 - - - - - 190,338 - 190,338 - Rental Income 58,410 56,577 221,328 212,778 - - - - 58,410 56,577 221,328 212,778 Gain (loss) on sale of assets - 48,621 (297,351 ) (19,093 ) - - - - - 48,621 (297,351 ) (19,093 ) Gain on extinguishment of debt 237,202 - 755,782 - - - - - 237,202 - 755,782 - TOTAL OTHER INCOME (EXPENSE) (1,831,699 ) (431,415 ) 1,097,255 (1,604,160 ) - (4,199 ) - (4,199 ) (1,831,699 ) (427,216 ) 1,097,255 (1,599,961 ) INCOME (LOSS) BEFORE INCOME TAXES (3,089,756 ) (3,779,715 ) (2,691,892 ) (5,144,332 ) (a) 76,462 1 76,452 (4 ) (3,166,218 ) (3,779,716 ) (2,768,344 ) (5,144,328 ) TAXES - - - - - - - - - - - - NET INCOME (LOSS) $ (3,089,756 ) $ (3,779,715 ) $ (2,691,892 ) $ (5,144,332 ) (a) $ 76,462 $ 1 $ 76,452 $ (4 ) $ (3,166,218 ) $ (3,779,716 ) $ (2,768,344 ) $ (5,144,328 ) BASIC NET INCOME (LOSS) PER SHARE $ (0.14 ) $ (0.22 ) $ (0.15 ) $ (0.30 ) $ 0.00 $ 0.00 $ (0.02 ) $ (0.00 ) $ (0.15 ) $ (0.22 ) $ (0.13 ) $ (0.30 ) DILUTED NET INCOME (LOSS) PER SHARE $ (0.14 ) $ (0.22 ) $ (0.15 ) $ (0.30 ) $ 0.00 $ 0.00 $ (0.02 ) $ (0.00 ) $ (0.15 ) $ (0.22 ) $ (0.13 ) $ (0.30 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Basic 21,389,041 16,915,706 18,422,459 16,915,706 - - (2,966,582 ) - 21,389,041 16,915,706 21,389,041 16,915,706 Diluted 21,389,041 16,915,706 18,422,459 16,915,706 - - (2,966,582 ) - 21,389,041 16,915,706 21,389,041 16,915,706 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 September 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 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 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 As restated Adjustment Three Months Ended September 30, 2021 Three Months Ended September 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 June 30, 2021 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,066,921 $ (11,584,750 ) $ 11,485,155 (a) (b) $ (4,455 ) $ 4,446 $ (9 ) 8,520,450 $ 852 21,321,613 $ 2,132 $ 23,071,376 $ (11,589,196 ) $ 11,485,164 Shares issued for acquisition Shares issued for acquisition, shares Series A Preferred stock conversion to common stock (100 ) - 71,429 7 (7 ) - (b) - - - (100 ) - 71,429 7 (7 ) - Net Loss - - - - - (3,089,756 ) (3,089,756 ) (c) - 76,462 76,462 - - - - - (3,166,218 ) (3,166,218 ) Balance as of September 30, 2021 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,066,914 $ (14,674,506 ) $ 8,395,399 $ (4,455 ) $ 80,908 $ 76,453 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,071,369 $ (14,755,414 ) $ 8,318,946 Nine Months Ended September 30, 2021 Nine Months Ended September 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) $ 10,133 $ 4,456 $ 14,589 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,678,986 $ (11,987,070 ) $ 6,693,710 Shares issued for acquisition 7,500,450 750 4,405,907 440 4,377,802 4,378,992 (b) (14,588 ) - (14,588 ) 7,500,450 750 4,405,907 440 4,392,390 4,393,580 Series A Preferred stock conversion to common stock (100 ) - 71,429 7 (7 ) - - - - (100 ) - 71,429 7 (7 ) - Net Loss - - - - - (2,691,892 ) (2,691,892 ) (c) - 76,452 76,452 - - - - - (2,768,344 ) (2,768,344 ) Balance as of September 30, 2021 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,066,914 $ (14,674,506 ) $ 8,395,399 $ (4,455 ) $ 80,908 $ 76,453 8,520,350 $ 852 21,393,042 $ 2,139 $ 23,071,369 $ (14,755,414 ) $ 8,318,946 Three Months Ended September 30, 2020 Three Months Ended September 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 June 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (8,115,401 ) $ 10,575,512 (a) (b) $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (8,105,259 ) $ 10,348,807 Net Loss - - - - - (3,779,715 ) (3,779,715 ) - - - - - - - - (3,779,715 ) (3,779,715 ) Balance as of September 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,895,116 ) $ 6,795,797 $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (11,884,974 ) $ 6,569,092 Nine Months Ended September 30, 2020 Nine Months Ended September 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) $ 236,847 $ (10,137 ) $ 226,710 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (6,740,647 ) $ 11,713,419 Net Loss - - - - - (5,144,332 ) (5,144,332 ) (c) - (5 ) (5 ) - - - - - (5,144,327 ) (5,144,327 ) Balance as of September 30, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,895,116 ) $ 6,795,797 $ 236,847 $ (10,142 ) $ 226,705 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,452,272 $ (11,884,974 ) $ 6,569,092 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 September 30, 2021 are as follows: (a) Reflects previously unrecorded expenses. (b) Amortization of right of use asset being reported as a net amount with liability reduction. (c) Reflects liabilities acquired in merger being reported as non-cash items. (d) Reflects PPE sale to related party being reclassified as non-cash item. (e) Reflects retirement of accrued interest as being reclassified to non-cash item. (f) To separately report asset proceeds and disposals that were originally presented as a net amount. (g) Reflects amount related to note payable that was previously reported as account payable. (h) To separately report non-cash receivable due. (i) To separately report asset retirement and notes payable retirement due to merger (j) To reclassify non-cash items from merger to non-cash investing and financing activities (k) To separately report proceeds and payments on notes payable that were originally presented as a net amount. (l) To report changes in depreciation as a result of asset retirement. (m) To report interest payments made that were previously not separately disclosed. (n) To reclassify non-cash stock issuances to non-cash transactions section. (o) To correct a footing error. Panacea Life Sciences Holdings, Inc. and Subsidiary Unaudited Condensed Consolidated Statements of Cash Flows 2021 2020 2021 2020 2021 2020 As Restated Adjustment As Reported Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2021 2020 Cash flows from operating activities Net income (loss) $ (2,691,892 ) $ (5,144,332 ) (a) $ 76,452 $ (5 ) $ (2,768,344 ) $ (5,144,327 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation 1,280,324 1,018,567 (l) - (626,635 ) 1,280,324 1,645,202 Realized gain on sale of securities (160,296 ) - (160,296 ) - Fixed asset disposal loss 297,351 19,093 - - 297,351 19,093 Amortization of right of use asset - - (b) (313,261 ) (249,037 ) 313,261 249,037 Amortization of intangible assets 46,050 46,050 (o) 1 - 46,049 46,050 Non cash settlement of convertible note and accrued interest (752,751 ) - (c) (99,100 ) - (653,651 ) - Unrealized gain/loss on marketable securities (848,533 ) 595,590 - - (848,533 ) 595,590 Changes in operating assets and liabilities Accounts receivable (367,793 ) 91,952 - - (367,793 ) 91,952 Inventory (628,011 ) (5,463,820 ) (d) (2,132,450 ) - 1,504,439 (5,463,820 ) Prepaid expense and other assets (166,221 ) 647,257 - - (166,221 ) 647,257 Accounts payable and accrued expenses 955,493 1,226,146 (e)(g) 1,931,562 - (976,069 ) 1,226,146 Operating lease liability, net 344,076 344,085 (b) 236,796 249,043 107,280 95,042 Net cash used in operating activities (2,692,203 ) (6,619,412 ) (300,000 ) (626,634 ) (2,392,203 ) (5,992,778 ) Cash flows from investing activities Net cash received in from acquisitions 9,157 - - - 9,157 - Proceeds from sale of marketable securities 230,296 - - - 230,296 - Proceeds from sale of fixed assets 446,026 34,920 (f) 446,026 34,920 Net fixed asset acquisition (172,397 ) (3,301,527 ) (f) (446,026 ) 474,594 273,629 (3,776,121 ) Net Cash provided by (used in) investing activities 513,082 (3,266,607 ) 1 509,514 513,082 (3,776,121 ) Cash flows from financing activities - - Proceeds from payroll protection loan, SBA loan - 273,300 - - - 273,300 Proceeds from payroll protection loan - related party 243,041 - - - 243,041 - Payments of principal on notes payable - related party (135,000 ) (3,503,545 ) (k) - (3,503,545 ) (135,000 ) - Proceeds from notes payable - related party 2,001,201 5,134,225 (g) 300,000 3,620,665 1,701,201 1,513,560 Net cash provided by financing activities 2,109,242 1,903,980 300,000 117,120 1,809,242 1,786,860 Net increase (decrease) in Cash and Cash Equivalents (69,879 ) (7,982,039 ) (o) 0 1 (69,879 ) (7,982,040 ) Cash and Cash Equivalents, Beginning of Period 84,379 8,515,509 - - 84,379 8,515,509 Cash and Cash Equivalents, End of Period $ 14,500 $ 533,470 $ 0 $ 1 $ 14,500 $ 533,469 Supplemental Disclosure of Cash Flow Information Cash paid for income taxes during the year $ - $ - $ - $ - $ - $ - Interest payments during the year $ - $ 525,000 (m) $ - $ 525,000 $ - $ - - Noncash investing and financing activity Non-Cash Receivable - related party $ (500,000 ) $ - (h) $ (3,543,858 ) $ - $ 3,043,858 $ - Related party loan repayment with inventory $ 4,693,367 $ - (i) $ 12,543,540 $ - $ (7,850,173 ) $ - Noncash fixed asset disposal as part of the reverse acquisition $ 3,058,457 $ - (i) $ 1,709,357 $ - $ 1,349,100 $ - Capitalized assets purchased on account - related party $ 343,979 $ 396,270 (d) $ (341,504 ) $ 396,270 $ 685,483 $ - Liabilities from acquisition $ 1,096,782 $ - (c) $ 860,372 $ - $ 236,410 $ - Debt retired in merger, related party $ (12,718,441 ) $ - (j) $ (17,089,778 ) $ - $ 4,371,337 $ - 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 $ - (n) $ 4,356,748 $ - $ 12,337 $ -

FAIR VALUE, ASSETS MEASURED ON

FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	$ 3,631,970	$ 2,853,437
Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Fair Value Assets	3,631,970	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	3,631,970	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	3,631,970	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)	9 Months Ended
	Sep. 30, 2021USD ($)
Accounting Policies [Abstract]
Balance at beginning of year	$ 2,853,437
Sale of securities	(230,296)
Realized gain on sale of securities	160,296
Unrealized gain on marketable securities, net	848,533
Balance at end of period	$ 3,631,970

SCHEDULE OF REVENUE FROM CONTRA

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Balance, beginning of period	$ 121,300	$ 254,786
Payments received for unearned revenue	31,725	463,454
Revenue earned	132,955	596,940
Balance, end of period	$ 20,070	$ 121,300

SCHEDULE OF ANTI-DILUTIVE DILUT

SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,389,753		5,383,541
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	256,211		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 Two 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

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Oct. 31, 2017
Restructuring Cost and Reserve [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Goodwill	$ 2,188,810	$ 2,188,810
Intangibles – Formulations	307,001	307,001
Less accumulated amortization	(230,250)	(184,200)
Net intangible assets	$ 76,751	$ 122,801
Phoenix Life Sciences, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill from Phoenix Acquisition , Estimated Life	Tested Yearly for Impairment
Goodwill			$ 2,189,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Aug. 25, 2021	Aug. 05, 2021	Oct. 31, 2021	Oct. 25, 2021	Aug. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Nov. 22, 2021	Oct. 31, 2017
Accumulated deficit						$ 14,675,000		$ 14,675,000
Cash						3,646,000		3,646,000
Common stock value						2,139		2,139		$ 1,692
Gain on sale of marketable securities						160,296		160,296
Advanced customer payments								31,725		463,454
Business acquisition, goodwill						2,188,810		2,188,810		2,188,810
Phoenix Life Sciences, Inc. [Member]
Business acquisition, goodwill												$ 2,189,000
Business acquisition, Intangible assets						$ 77,000		77,000		$ 123,000
General and Administrative Expense [Member]
Shipping and handling costs								12,603	54,429
Advertising costs								$ 292,157	$ 1,375,962
XXII Common Stock [Member]
Sale of Stock, Number of Shares Issued in Transaction	70,000	70,000
Sale of stock price per share		$ 3.29
Sale of Stock, Consideration Received on Transaction	$ 230,296				$ 230,296
Gain on sale of marketable securities					$ 160,296
Marketable Securities [Member]
Investment owned, shares						1,227,017		1,227,017
Subsequent Event [Member]
Convertible note and warrants financing											$ 1,100,000
Reverse Stock Split			1-for-28 reverse stock split.	1-for-28 reverse stock split
Leslie Buttorff [Member]
Notes Payable, Current						$ 1,624,000		$ 1,624,000
22nd Century Group, Inc [Member]
Common stock shares hold						1,227,017		1,227,017
Common stock value						$ 3,631,000		$ 3,631,000
Quintel MC, Inc [Member]
Notes Payable, Current						$ 4,063,000		$ 4,063,000

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES (Details)	9 Months Ended
	Sep. 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 ($)	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 12,491,355	$ 16,089,637
Less accumulated depreciation	(3,466,850)	(2,499,351)
Total property and equipment, net	9,024,505	13,590,286
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	3,310,025	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	7,524,242	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		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 392,485	$ 371,314	$ 1,280,324	$ 1,018,567
Sale on fixed assets			743,377		$ 260,337
Gain and loss on sale of asset		$ (48,621)	$ 297,351	$ 19,093	$ 140,714

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw Materials	$ 1,006,096	$ 991,523
Semi-Finished	1,317,948	1,372,950
Finished Goods	1,998,260	6,018,530
Packaging	16,281	20,938
Trading	5,793	5,793
Total	$ 4,344,378	$ 8,409,734

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 3,681,682	$ 3,937,706
Present value of operating lease liabilities	3,775,942
Less: Long-term portion of operating lease liability	(3,434,571)	(3,692,392)
Short-term portion of operating lease liability	1,508,743	1,162,869
Total short-term lease liability obligations	1,508,743	$ 1,162,869
Weighted-average discount rate		3.00%
Total lease liability obligations	4,943,314
Operating Lease Liabilities [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets	3,681,682	$ 3,937,706
Present value of operating lease liabilities	3,775,942	4,022,870
Less: Long-term portion of operating lease liability	(3,434,571)	(3,692,392)
Short-term portion of operating lease liability	341,371	330,478
Unpaid balances	$ 1,167,372	$ 832,391
Weighted-average remaining lease term	9 years 3 months	10 years

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details)	Sep. 30, 2021USD ($)
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
2021	$ 111,661
2022	451,110
2023	455,622
2024	460,178
2025	464,780
Thereafter	2,394,550
Total undiscounted operating lease payments	4,337,901
Less: Imputed interest	(561,959)
Present value of operating lease liabilities	$ 3,775,942

OPERATING LEASE RIGHT-OF-USE _3

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Right of use asset	$ 3,681,682	$ 3,681,682	$ 3,937,706
Corresponding lease liability	$ 3,775,942	$ 3,775,942
Lease term	3 years	3 years
Operating lease costs	$ 114,693	$ 344,079	$ 458,772
Accounting Standards Update 2016-02 [Member]
Right of use asset	4,595,509	4,595,509
Corresponding lease liability	$ 4,595,509	$ 4,595,509

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total related party notes		$ 6,216,155	$ 15,061,044
Total notes payable		99,100	273,300
Notes Payable One [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[1]	4,062,713	7,911,044
Notes Payable Two [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[2]	2,077,886	150,000
Notes Payable Three [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[3]		7,000,000
Notes Payable Four [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total related party notes	[4]	75,556
Notes Payable Five [Member] | PPP Loans [Member]
Short-term Debt [Line Items]
Total notes payable	[5]		273,300
Notes Payable Six [Member] | SBA Loan [Member]
Short-term Debt [Line Items]
Total notes payable	[4]	99,100
Notes Payable [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total notes payable		3,042,638	2,698,659
Notes Payable [Member] | Related Party [Member]
Short-term Debt [Line Items]
Total notes payable	[6]	2,529,248	2,185,269
Notes Payable [Member] | Related Party [Member] | J N Building Loan [Member]
Short-term Debt [Line Items]
Total notes payable	[7]	$ 513,390	$ 513,390
[1]	Payable to Quintel. As part of the agreement in the reverse merger transaction the Quintel loans and historical interest owed of $ 1,932,358 4.062 4.7
[2]	Payable to CEO, secured by XXII common stock.
[3]	Convertible debt owed to XXII. On June 30, 2021 the $ 7 2.2 500,000 4.3
[4]	Liability carried over from Exactus
[5]	Paycheck protection loans include Exactus’ and Panacea’s loans.
[6]	Accrued expenses related to SAP software and implementation services. Software enhancements for production related functionality and user interface were added in 2020 and 2021. In 2019 the initial implementation of the system was completed.
[7]	The J&N Real Estate Company loan for Panacea Building capital was made in 2020

SCHEDULE OF NOTES PAYABLE (De_2

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)	Jun. 30, 2021	Sep. 30, 2021
Historical interest		$ 1,932,358
New loan principal total		4,062,000
Quintel [Member]
Sale of inventory		$ 4,700,000
XXII [Member]
Convertible debt	$ 7,000,000
XXII [Member] | Common Stock [Member]
Debt conversion of convertibel debt	500,000
Needle Rock Farm [Member]
Convertible debt	2,200,000
J&N Real Estate Company [Member]
Company assumed loan amount	$ 4,300,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Jul. 02, 2021	Apr. 12, 2020	Jun. 30, 2021	Feb. 28, 2021	Jan. 26, 2021	May 28, 2020	Oct. 31, 2019	Sep. 30, 2021	Dec. 31, 2020	Dec. 16, 2019	Oct. 18, 2019
Short-term Debt [Line Items]
Notes payable								$ 99,100	$ 273,300
Debt principal amount								4,062,000
Employer Retention Credit [Member]
Short-term Debt [Line Items]
Notes payable								190,388
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								99,100
Accrued interest								2,047
Paycheck Protection Program Funding [Member]
Short-term Debt [Line Items]
Proceeds from loan		$ 236,410
Paycheck Protection Program Funding [Member] | Second Draw [Member]
Short-term Debt [Line Items]
Proceeds from loan					$ 243,041
Quintel Note [Member] | Panacea [Member] | Quintel [Member]
Short-term Debt [Line Items]
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			$ 1,685,685
Proceeds from line of credit	$ 1,000,000
Short Term Promissory Note [Member] | Officer [Member]
Short-term Debt [Line Items]
Debt principal amount							$ 55,556	55,556
Debt instrument, interest rate							18.00%			18.00%	12.00%
Original issue discount percentage							10.00%
Original issue discount amount							$ 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
Accrued interest								$ 533
Debt principal amount				$ 20,000

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Equity [Abstract]
Options Outstanding, Beginning | shares
Weighted Average Exercise Price Per Share Outstanding, beginning
Weighted Average Remaining Contractual Life Outstanding, Beginning	0 years
Aggregate Intrinsic Value Outstanding, Beginning | $
Options assumed in merger | shares	196,491
Weighted Average Exercise Price Per Share, Options assumed in merger	$ 3.64
Weighted Average Remaining Contractual Life Outstanding, Options assumed in merger	3 years 8 months 12 days
Aggregate Intrinsic Value Outstanding, Options assumed in merger | $	$ 192,500
Options Granted | shares
Weighted Average Exercise Price Per Share, Options Granted
Options Exercised | shares
Weighted Average Exercise Price Per Share, Options Exercised
Options Canceled/Expired | shares
Weighted Average Exercise Price Per Share, Options Canceled/Expired
Options Outstanding, Ending | shares	196,491
Weighted Average Exercise Price Per Share Outstanding, Ending	$ 3.64
Weighted Average Remaining Contractual Life Outstanding, Ending	3 years 5 months 12 days
Aggregate Intrinsic Value Outstanding, Ending | $	$ 192,500
Options Vested and exercisable | shares	196,491
Weighted Average Exercise Price Per Share Outstanding, Vested and exercisable	$ 3.64
Weighted Average Remaining Contractual Life Outstanding, Vested and Exercisable	3 years 5 months 12 days
Aggregate Intrinsic Value Outstanding, Vested and Exercisable	$ 192,500

SUMMARY OF STOCK WARRANTS (Deta

SUMMARY OF STOCK WARRANTS (Details)	9 Months Ended
	Sep. 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)	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 11,485,155	$ 10,575,512	$ 6,708,299	$ 6,708,299	$ 11,940,129
Shares issued for acquisition				4,378,992
Ending balance, value	8,395,399	6,795,797	11,485,155	$ 8,395,399	6,795,797
Convertible Preferred Stock Series A Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares				450
Preferred stock converted to common shares, shares				(100)
Preferred Stock Series B-1 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares				1,500,000
Preferred Stock Series B-2 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares				6,000,000
Preferred Stock Series C Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares
Preferred Stock Series C-1 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares
Preferred Stock Series D Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for acquisition, shares
Convertible Preferred Stock Series A Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value
Beginning balance, shares	450
Shares issued for acquisition
Series A Preferred stock converted to common shares
Preferred stock converted to common shares, shares	(100)
Ending balance, value
Ending balance, shares	350		450	350
Preferred Stock Series B-1 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 150
Beginning balance, shares	1,500,000
Shares issued for acquisition				$ 150
Series A Preferred stock converted to common shares
Ending balance, value	$ 150		$ 150	$ 150
Ending balance, shares	1,500,000		1,500,000	1,500,000
Preferred Stock Series B-2 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 600
Beginning balance, shares	6,000,000
Shares issued for acquisition				$ 600
Series A Preferred stock converted to common shares
Ending balance, value	$ 600		$ 600	$ 600
Ending balance, shares	6,000,000		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	$ 100
Beginning balance, shares	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Shares issued for acquisition
Series A Preferred stock converted to common shares
Ending balance, value	$ 100	$ 100	$ 100	$ 100	$ 100
Ending balance, shares	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Preferred Stock Series C-1 Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 1	$ 1	$ 1	$ 1	$ 1
Beginning balance, shares	10,000	10,000	10,000	10,000	10,000
Shares issued for acquisition
Series A Preferred stock converted to common shares
Ending balance, value	$ 1	$ 1	$ 1	$ 1	$ 1
Ending balance, shares	10,000	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	$ 1
Beginning balance, shares	10,000	10,000	10,000	10,000	10,000
Shares issued for acquisition
Series A Preferred stock converted to common shares
Ending balance, value	$ 1	$ 1	$ 1	$ 1	$ 1
Ending balance, shares	10,000	10,000	10,000	10,000	10,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, value	$ 852	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	8,520,450	1,020,000	1,020,000	1,020,000	1,020,000
Shares issued for acquisition				$ 750
Shares issued for acquisition, shares				7,500,450
Series A Preferred stock converted to common shares
Ending balance, value	$ 852	$ 102	$ 852	$ 852	$ 102
Ending balance, shares	8,520,350	1,020,000	8,520,450	8,520,350	1,020,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance, shares	8,520,450	1,020,000	1,020,000	1,020,000	1,020,000
Shares issued for acquisition, shares				7,500,000
Preferred stock converted to common shares, shares	(100)			(100)
Ending balance, shares	8,520,350	1,020,000	8,520,450	8,520,350	1,020,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Oct. 25, 2021	Jun. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, authorized			650,000,000		650,000,000	650,000,000
Common stock, par value per share			$ 0.0001		$ 0.0001	$ 0.0001
Conversion of stocks			100		100
Shares convented into common stock					71,429
Preferred stock, shares authorized			50,000,000		50,000,000
Preferred stock, par value per share			$ 0.0001		$ 0.0001
Debt Instrument, Face Amount			$ 4,062,000		$ 4,062,000
Exchange Agreement [Member] | Investor [Member]
Class of Stock [Line Items]
Debt Instrument, Face Amount		$ 750,000		$ 750,000
Debt Conversion, Converted Instrument, Shares Issued		500
Common Stock [Member]
Class of Stock [Line Items]
Shares convented into common stock			71,429		71,429
Stock Issued During Period, Shares, Acquisitions					4,405,907
0% Series A Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Investor [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 rate			$ 0.05		$ 0.05
Prefered stock issued		1,000		1,000
Preferred stock, redemption terms					The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed.
Series A Preferred Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Shares converted				100
Common Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Shares issued				2,000,000
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.
Principal Shareholder And Chief Executive Officer [Member] | Series C Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Acquisitions				1,000,000
Preferred Stock, Liquidation Preference Per Share		$ 6.046		$ 6.046
Preferred stock rate		2.289		$ 2.289
Principal Shareholder And Chief Executive Officer [Member] | Series C-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Acquisitions				10,000
Preferred Stock, Liquidation Preference Per Share		281.25		$ 281.25
Preferred stock rate		106.49		$ 106.49
Principal Shareholder And Chief Executive Officer [Member] | Series D Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Acquisitions				10,000
Preferred stock conversion, percentage				17.80%
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 rate		$ 162.813		$ 162.813
Principal Shareholder And Chief Executive Officer [Member] | Series C Two Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of stocks	100
Conversion of stock, description	The Series C-2’s only rights are to convert into 2,050,000 shares of common stock on or after November 1, 2022 and to vote on an as-converted basis. The effect of this exchange was to increase the percentage of public float compared to outstanding common stock.
Principal Shareholder And Chief Executive Officer [Member] | Series C Two Convertible Preferred Stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stocks	2,050,000
Stock Warrants [Member]
Class of Stock [Line Items]
Number of warrant to purchase of shares of common stock			56,377		56,377
Number of shares pre-split			1,578,549		1,578,549
Warrant intrinsic value			$ 0		$ 0
2021 Plan [Member]
Class of Stock [Line Items]
New issuance of shares		339,522
Number of shares authorized under plan		144,621		144,621
Number of years shares available for grant		10 years		10 years
2018 Plan [Member]
Class of Stock [Line Items]
Number of shares authorized under plan		339,285		339,285
Number of years shares available for grant		10 years		10 years
Options vested				196,491

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 16, 2021	Sep. 30, 2021
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | CBD Products [Member]
Product Liability Contingency [Line Items]
Concentration risk, percentage		29.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member]
Product Liability Contingency [Line Items]
Concentration risk, percentage		61.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer [Member]
Product Liability Contingency [Line Items]
Concentration risk, percentage		36.00%
Panacea [Member] | Henley Group Inc [Member]
Product Liability Contingency [Line Items]
Damages sought value	$ 45,000

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Loan Quintel [Member]
Related Party Transaction [Line Items]
Accrued Interest Related party loan	$ 123,104		$ 123,104		$ 1,347,356
Interest Expense Related party loan	123,104	$ 257,234	645,628	$ 643,171
Related Party Loan C E O Loan [Member]
Related Party Transaction [Line Items]
Accrued Interest Related party loan	42,494		42,494		1,500
Interest Expense Related party loan	42,494		102,679
Related Party Loan X X I I [Member]
Related Party Transaction [Line Items]
Accrued Interest Related party loan
Interest Expense Related party loan		175,000		525,000
Related Party Loan Line Of Credit [Member]
Related Party Transaction [Line Items]
Accrued Interest Related party loan	9,129		9,129
Interest Expense Related party loan	$ 9,129		$ 9,129

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Aug. 25, 2021	Aug. 05, 2021	Aug. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Jul. 02, 2021	Dec. 31, 2020	Oct. 31, 2019
Related Party Transaction [Line Items]
Notes payable related parties					$ 6,216,155			$ 15,061,044
Proceeds from Related Party Debt					2,001,201	$ 5,134,225
Related Party Deposit Liabilities					2,529,248
Capitalized					229,497
Related party expenses					$ 91,482
XXII Common Stock [Member]
Related Party Transaction [Line Items]
Shares, Outstanding					1,227,017
Sale of Stock, Number of Shares Issued in Transaction	70,000	70,000
Sale of Stock, Consideration Received on Transaction	$ 230,296		$ 230,296
Ms. Buttorff [Member]
Related Party Transaction [Line Items]
Debt instrument, interest rate, stated percentage				1000.00%
Proceeds from Related Party Debt				$ 1,624,000
Line of credit, maximum borrowing capacity							$ 1,000,000
Line of credit					$ 392,201
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

SCHEDULE OF EFFECTS OF RESTATEM

SCHEDULE OF EFFECTS OF RESTATEMENT (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 14,500			$ 14,500		$ 84,379
Accounts receivable, net	515,095			515,095		147,302
Other receivables, related party	500,000			500,000
Inventory, net	4,344,378			4,344,378		8,409,734
Marketable securities related party	3,631,970			3,631,970		2,853,437
Prepaid expenses and other current assets	193,596			193,596		27,375
TOTAL CURRENT ASSETS	9,199,539			9,199,539		11,522,227
Operating lease right-of-use asset, net, related party	3,681,682			3,681,682		3,937,706
Property and equipment, net	9,024,505			9,024,505		13,590,286
Intangible assets, net	76,751			76,751		122,801
Goodwill	2,188,810			2,188,810		2,188,810
TOTAL ASSETS	24,171,287			24,171,287		31,361,830
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,474,681			1,474,681		1,765,267
Operating lease liability, current portion, related party	1,508,743			1,508,743		1,162,869
Note payable-current, related party	6,216,155			6,216,155		15,061,044
Paycheck protection loan, SBA Loan	99,100			99,100		273,300
TOTAL CURRENT LIABILITIES:	9,298,679			9,298,679		18,262,480
Operating lease liability, long-term portion, related party	3,434,571			3,434,571		3,692,392
Other long-term liabilities, related party	3,042,638			3,042,638		2,698,659
TOTAL LIABILITIES	15,775,888			15,775,888		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; 21,393,041 and 16,915,706 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	$ 2,139			$ 2,139		$ 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	21,393,041			21,393,041		16,915,706
Common Stock, Shares, Outstanding	21,393,041			21,393,041		16,915,706
Additional paid in capital	$ 23,066,914			$ 23,066,914		$ 18,689,119
Accumulated deficit	(14,674,506)			(14,674,506)		(11,982,614)
TOTAL STOCKHOLDERS’ EQUITY	8,395,399	$ 6,795,797	$ 11,485,155	8,395,399	$ 6,795,797	6,708,299
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	24,171,287			24,171,287		31,361,830
REVENUE	588,040	1,343,641		1,413,674	8,305,630
COST OF SALES	305,025	2,905,780		883,508	6,285,879
GROSS PROFIT (LOSS)	283,015	(1,562,139)		530,166	2,019,751
OPERATING EXPENSES
Production related operating expenses	1,250,434	1,307,169		3,407,407	3,012,485
General and administrative expenses	290,638	478,992		911,906	2,547,438
TOTAL OPERATING EXPENSES	1,541,072	1,786,161		4,319,313	5,559,923
LOSS FROM OPERATIONS	(1,258,057)	(3,348,300)		(3,789,147)	(3,540,172)
OTHER INCOME (EXPENSES)
Interest expense	(174,727)	(432,922)		(781,671)	(1,181,165)
Unrealized gain (loss) on marketable securities, net	(2,303,218)	(160,310)		848,533	(595,590)
Realized gain on sale of securities	160,296			160,296
Other income (loss)		56,619			(21,090)
Employer retention credit	190,338			190,338
Rental Income	58,410	56,577		221,328	212,778
Gain (loss) on sale of assets		48,621		(297,351)	(19,093)	(140,714)
Gain on extinguishment of debt	237,202			755,782
TOTAL OTHER INCOME (EXPENSE)	(1,831,699)	(431,415)		1,097,255	(1,604,160)
LOSS BEFORE INCOME TAXES	(3,089,756)	(3,779,715)		(2,691,892)	(5,144,332)
TAXES
NET LOSS	$ (3,089,756)	$ (3,779,715)		$ (2,691,892)	$ (5,144,332)
BASIC NET INCOME (LOSS) PER SHARE	$ (0.14)	$ (0.22)		$ (0.15)	$ (0.30)
DILUTED NET INCOME (LOSS) PER SHARE	$ (0.14)	$ (0.22)		$ (0.15)	$ (0.30)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	21,389,041	16,915,706		18,422,459	16,915,706
Diluted	21,389,041	16,915,706		18,422,459	16,915,706
Beginning balance, value	$ 11,485,155	$ 10,575,512	6,708,299	$ 6,708,299	$ 11,940,129	11,940,129
Shares issued for acquisition				4,378,992
Series A Preferred stock conversion to common stock
Series A Preferred stock conversion to common stock, shares				71,429
Net income (loss)	(3,089,756)	(3,779,715)		$ (2,691,892)	(5,144,332)
Ending balance, value	8,395,399	6,795,797	11,485,155	8,395,399	6,795,797	6,708,299
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation	392,485	371,314		1,280,324	1,018,567
Realized gain on sale of securities	(160,296)			(160,296)
Fixed asset disposal loss				297,351	19,093
Amortization of right of use asset
Amortization of intangible assets				46,050	46,050
Non cash settlement of convertible note and accrued interest				(752,751)
Unrealized gain/loss on marketable securities				(848,533)	595,590
Changes in operating assets and liabilities
Accounts receivable				(367,793)	91,952
Inventory				(628,011)	(5,463,820)
Prepaid expense and other assets				(166,221)	647,257
Accounts payable and accrued expenses				955,493	1,226,146
Operating lease liability, net				344,076	344,085
Net cash used in operating activities				(2,692,203)	(6,619,412)
Cash flows from investing activities
Net cash received in from acquisitions				9,157
Proceeds from sale of marketable securities				230,296
Proceeds from sale of fixed assets				446,026	34,920
Net fixed asset acquisition				(172,397)	(3,301,527)
Net Cash provided by (used in) investing activities				513,082	(3,266,607)
Cash flows from financing activities
Proceeds from payroll protection loan, SBA loan					273,300
Proceeds from payroll protection loan - related party				243,041
Payments of principal on notes payable - related party				(135,000)	(3,503,545)
Proceeds from notes payable - related party				2,001,201	5,134,225
Net cash provided by financing activities				2,109,242	1,903,980
Net decrease in Cash and Cash Equivalents				(69,879)	(7,982,039)
Cash and Cash Equivalents, Beginning of Period			84,379	84,379	8,515,509	8,515,509
Cash and Cash Equivalents, End of Period	14,500	533,470		14,500	533,470	84,379
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year					525,000
Noncash investing and financing activity
Non-Cash Receivable - related party				(500,000)
Related party loan repayment with inventory				4,693,367
Noncash fixed asset disposal as part of the reverse acquisition				3,058,457
Capitalized assets purchased on account - related party				343,979	396,270
Liabilities from acquisition				1,096,782
Debt retired in merger, related party				(12,718,441)
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	852	102	102
OTHER INCOME (EXPENSES)
NET LOSS
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 852	$ 102	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	8,520,450	1,020,000	1,020,000	1,020,000	1,020,000	1,020,000
Shares issued for acquisition				$ 750
Shares issued for acquisition, shares				7,500,450
Series A Preferred stock conversion to common stock
Series A Preferred stock conversion to common stock, shares	(100)			(100)
Net income (loss)
Ending balance, value	$ 852	$ 102	$ 852	$ 852	$ 102	$ 102
Ending balance, shares	8,520,350	1,020,000	8,520,450	8,520,350	1,020,000	1,020,000
Common Stock [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 2,139	$ 1,692	$ 2,132	$ 2,139	$ 1,692	$ 1,692
OTHER INCOME (EXPENSES)
NET LOSS
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 2,132	$ 1,692	$ 1,692	$ 1,692	$ 1,692	$ 1,692
Beginning balance, shares	21,321,613	16,915,706	16,915,706	16,915,706	16,915,706	16,915,706
Shares issued for acquisition				$ 440
Shares issued for acquisition, shares				4,405,907
Series A Preferred stock conversion to common stock	$ 7			$ 7
Series A Preferred stock conversion to common stock, shares	71,429			71,429
Net income (loss)
Ending balance, value	$ 2,139	$ 1,692	$ 2,132	$ 2,139	$ 1,692	$ 1,692
Ending balance, shares	21,393,042	16,915,706	21,321,613	21,393,042	16,915,706	16,915,706
Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 23,066,914	$ 18,689,119	$ 23,066,921	$ 23,066,914	$ 18,689,119	$ 18,689,119
OTHER INCOME (EXPENSES)
NET LOSS
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	23,066,921	18,689,119	18,689,119	18,689,119	18,689,119	18,689,119
Shares issued for acquisition				4,377,802
Series A Preferred stock conversion to common stock	(7)			(7)
Net income (loss)
Ending balance, value	23,066,914	18,689,119	23,066,921	23,066,914	18,689,119	18,689,119
Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(14,674,506)	(11,895,116)	(11,584,750)	(14,674,506)	(11,895,116)	(11,982,614)
OTHER INCOME (EXPENSES)
NET LOSS	(3,089,756)	(3,779,715)		(2,691,892)	(5,144,332)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(11,584,750)	(8,115,401)	(11,982,614)	(11,982,614)	(6,750,784)	(6,750,784)
Net income (loss)	(3,089,756)	(3,779,715)		(2,691,892)	(5,144,332)
Ending balance, value	(14,674,506)	(11,895,116)	(11,584,750)	(14,674,506)	(11,895,116)	(11,982,614)
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 Outstanding	450			450		0
Preferred Stock, Shares Issued	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 Outstanding	1,500,000			1,500,000		0
Preferred Stock, Shares Issued	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 Outstanding	6,000,000			6,000,000		0
Preferred Stock, Shares Issued	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 Outstanding	1,000,000			1,000,000		1,000,000
Preferred Stock, Shares Issued	1,000,000			1,000,000		1,000,000
Preferred Stock Series C 1 [Member]
STOCKHOLDERS’ EQUITY
Preferred stock value	$ 1			$ 1		$ 1
Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
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 Outstanding	10,000			10,000		10,000
Preferred Stock, Shares Issued	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 Outstanding	10,000			10,000		10,000
Preferred Stock, Shares Issued	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	57,237			57,237
Property and equipment, net						14,600
Intangible assets, net
Goodwill
TOTAL ASSETS	57,237			57,237		14,600
CURRENT LIABILITIES:
Accounts payable and accrued expenses
Operating lease liability, current portion, related party	(3,453,787)			(3,453,787)		(3,692,381)
Note payable-current, related party
Paycheck protection loan, SBA Loan
TOTAL CURRENT LIABILITIES:	(3,453,787)			(3,453,787)		(3,692,381)
Operating lease liability, long-term portion, related party	3,434,571			3,434,571		3,692,392
Other long-term liabilities, related party
TOTAL LIABILITIES	(19,216)			(19,216)		11
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,393,041 and 16,915,706 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.
Additional paid in capital	(14,588)			(14,588)		0
Accumulated deficit	91,041			91,041		14,589
TOTAL STOCKHOLDERS’ EQUITY	76,453	226,705	(9)	76,453	226,705	14,589
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	57,237			57,237		14,600
REVENUE
COST OF SALES
GROSS PROFIT (LOSS)
OPERATING EXPENSES
Production related operating expenses	(76,462)	5		(76,452)	10
General and administrative expenses		(4,205)			(4,205)
TOTAL OPERATING EXPENSES	(76,462)	(4,200)		(76,452)	(4,195)
LOSS FROM OPERATIONS	76,462	4,200		76,452	4,195
OTHER INCOME (EXPENSES)
Interest expense
Unrealized gain (loss) on marketable securities, net		(60,818)			16,891
Realized gain on sale of securities
Other income (loss)		56,619			(21,090)
Employer retention credit
Rental Income
Gain (loss) on sale of assets
Gain on extinguishment of debt
TOTAL OTHER INCOME (EXPENSE)		(4,199)			(4,199)
LOSS BEFORE INCOME TAXES	76,462	1		76,452	(4)
TAXES
NET LOSS	$ 76,462	$ 1		$ 76,452	$ (4)
BASIC NET INCOME (LOSS) PER SHARE	$ 0	$ 0		$ (0.02)	$ 0
DILUTED NET INCOME (LOSS) PER SHARE	$ 0	$ 0		$ (0.02)	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic				(2,966,582)
Diluted				(2,966,582)
Beginning balance, value	$ (9)	$ 226,705	14,589	$ 14,589	$ 226,710	226,710
Shares issued for acquisition				(14,588)
Series A Preferred stock conversion to common stock
Net income (loss)	76,462			76,452	(5)
Ending balance, value	76,453	226,705	(9)	76,453	226,705	14,589
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation					(626,635)
Realized gain on sale of securities
Fixed asset disposal loss
Amortization of right of use asset				(313,261)	(249,037)
Amortization of intangible assets				1
Non cash settlement of convertible note and accrued interest				(99,100)
Unrealized gain/loss on marketable securities
Changes in operating assets and liabilities
Accounts receivable
Inventory				(2,132,450)
Prepaid expense and other assets
Accounts payable and accrued expenses				1,931,562
Operating lease liability, net				236,796	249,043
Net cash used in operating activities				(300,000)	(626,634)
Cash flows from investing activities
Net cash received in from acquisitions
Proceeds from sale of marketable securities
Proceeds from sale of fixed assets				446,026	34,920
Net fixed asset acquisition				(446,026)	474,594
Net Cash provided by (used in) investing activities				1	509,514
Cash flows from financing activities
Proceeds from payroll protection loan, SBA loan
Proceeds from payroll protection loan - related party
Payments of principal on notes payable - related party					(3,503,545)
Proceeds from notes payable - related party				300,000	3,620,665
Net cash provided by financing activities				300,000	117,120
Net decrease in Cash and Cash Equivalents				0	1
Cash and Cash Equivalents, Beginning of Period
Cash and Cash Equivalents, End of Period	0	1		0	1
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year					525,000
Noncash investing and financing activity
Non-Cash Receivable - related party				(3,543,858)
Related party loan repayment with inventory				12,543,540
Noncash fixed asset disposal as part of the reverse acquisition				1,709,357
Capitalized assets purchased on account - related party				(341,504)	396,270
Liabilities from acquisition				860,372
Debt retired in merger, related party				(17,089,778)
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	(4,455)	236,847	(4,455)	(4,455)	236,847	10,133
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(4,455)	236,847	10,133	10,133	236,847	236,847
Shares issued for acquisition				(14,588)
Series A Preferred stock conversion to common stock
Net income (loss)
Ending balance, value	(4,455)	236,847	(4,455)	(4,455)	236,847	10,133
Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	80,908	(10,142)	4,446	80,908	(10,142)	4,456
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	4,446	(10,142)	4,456	4,456	(10,137)	(10,137)
Shares issued for acquisition
Series A Preferred stock conversion to common stock
Net income (loss)	76,462			76,452	(5)
Ending balance, value	80,908	(10,142)	4,446	80,908	(10,142)	4,456
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] | Preferred Stock Series C 1 [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	14,500			14,500		84,379
Accounts receivable, net	515,095			515,095		147,302
Other receivables, related party	500,000			500,000
Inventory, net	4,344,378			4,344,378		8,409,734
Marketable securities related party	3,631,970			3,631,970		2,853,437
Prepaid expenses and other current assets	193,596			193,596		27,375
TOTAL CURRENT ASSETS	9,199,539			9,199,539		11,522,227
Operating lease right-of-use asset, net, related party	3,624,445			3,624,445		3,937,706
Property and equipment, net	9,024,505			9,024,505		13,575,687
Intangible assets, net	76,751			76,751		122,800
Goodwill	2,188,810			2,188,810		2,188,810
TOTAL ASSETS	24,114,050			24,114,050		31,347,230
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,474,681			1,474,681		1,765,267
Operating lease liability, current portion, related party	4,962,530			4,962,530		4,855,250
Note payable-current, related party	6,216,155			6,216,155		15,061,044
Paycheck protection loan, SBA Loan	99,100			99,100		273,300
TOTAL CURRENT LIABILITIES:	12,752,466			12,752,466		21,954,861
Operating lease liability, long-term portion, related party
Other long-term liabilities, related party	3,042,638			3,042,638		2,698,659
TOTAL LIABILITIES	15,795,104			15,795,104		24,653,520
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 21,393,041 and 16,915,706 shares issued and outstanding on September 30, 2021 and December 31, 2020 respectively.	2,139			2,139		1,692
Additional paid in capital	23,081,502			23,081,502		18,689,119
Accumulated deficit	(14,765,547)			(14,765,547)		(11,997,203)
TOTAL STOCKHOLDERS’ EQUITY	8,318,946	6,569,092	11,485,164	8,318,946	6,569,092	6,693,710
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	24,114,050			24,114,050		31,347,230
REVENUE	588,040	1,343,641		1,413,674	8,305,630
COST OF SALES	305,025	2,905,780		883,508	6,285,879
GROSS PROFIT (LOSS)	283,015	(1,562,139)		530,166	2,019,751
OPERATING EXPENSES
Production related operating expenses	1,326,896	1,307,164		3,483,859	3,012,475
General and administrative expenses	290,638	483,197		911,906	2,551,643
TOTAL OPERATING EXPENSES	1,617,534	1,790,361		4,395,765	5,564,118
LOSS FROM OPERATIONS	(1,334,519)	(3,352,500)		(3,865,599)	(3,544,367)
OTHER INCOME (EXPENSES)
Interest expense	(174,727)	(432,922)		(781,671)	(1,181,165)
Unrealized gain (loss) on marketable securities, net	(2,303,218)	(99,492)		848,533	(612,481)
Realized gain on sale of securities	160,296			160,296
Employer retention credit	190,338			190,338
Rental Income	58,410	56,577		221,328	212,778
Gain (loss) on sale of assets		48,621		(297,351)	(19,093)
Gain on extinguishment of debt	237,202			755,782
TOTAL OTHER INCOME (EXPENSE)	(1,831,699)	(427,216)		1,097,255	(1,599,961)
LOSS BEFORE INCOME TAXES	(3,166,218)	(3,779,716)		(2,768,344)	(5,144,328)
TAXES
NET LOSS	$ (3,166,218)	$ (3,779,716)		$ (2,768,344)	$ (5,144,328)
BASIC NET INCOME (LOSS) PER SHARE	$ (0.15)	$ (0.22)		$ (0.13)	$ (0.30)
DILUTED NET INCOME (LOSS) PER SHARE	$ (0.15)	$ (0.22)		$ (0.13)	$ (0.30)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	21,389,041	16,915,706		21,389,041	16,915,706
Diluted	21,389,041	16,915,706		21,389,041	16,915,706
Beginning balance, value	$ 11,485,164	$ 10,348,807	6,693,710	$ 6,693,710	$ 11,713,419	11,713,419
Shares issued for acquisition				4,393,580
Series A Preferred stock conversion to common stock
Net income (loss)	(3,166,218)	(3,779,715)		(2,768,344)	(5,144,327)
Ending balance, value	8,318,946	6,569,092	11,485,164	8,318,946	6,569,092	6,693,710
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation				1,280,324	1,645,202
Realized gain on sale of securities	(160,296)			(160,296)
Fixed asset disposal loss				297,351	19,093
Amortization of right of use asset				313,261	249,037
Amortization of intangible assets				46,049	46,050
Non cash settlement of convertible note and accrued interest				(653,651)
Unrealized gain/loss on marketable securities				(848,533)	595,590
Changes in operating assets and liabilities
Accounts receivable				(367,793)	91,952
Inventory				1,504,439	(5,463,820)
Prepaid expense and other assets				(166,221)	647,257
Accounts payable and accrued expenses				(976,069)	1,226,146
Operating lease liability, net				107,280	95,042
Net cash used in operating activities				(2,392,203)	(5,992,778)
Cash flows from investing activities
Net cash received in from acquisitions				9,157
Proceeds from sale of marketable securities				230,296
Net fixed asset acquisition				273,629	(3,776,121)
Net Cash provided by (used in) investing activities				513,082	(3,776,121)
Cash flows from financing activities
Proceeds from payroll protection loan, SBA loan					273,300
Proceeds from payroll protection loan - related party				243,041
Payments of principal on notes payable - related party				(135,000)
Proceeds from notes payable - related party				1,701,201	1,513,560
Net cash provided by financing activities				1,809,242	1,786,860
Net decrease in Cash and Cash Equivalents				(69,879)	(7,982,040)
Cash and Cash Equivalents, Beginning of Period			84,379	84,379	8,515,509	8,515,509
Cash and Cash Equivalents, End of Period	14,500	533,469		14,500	533,469	84,379
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				3,043,858
Related party loan repayment with inventory				(7,850,173)
Noncash fixed asset disposal as part of the reverse acquisition				1,349,100
Capitalized assets purchased on account - related party				685,483
Liabilities from acquisition				236,410
Debt retired in merger, related party				4,371,337
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	852	102	102
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 852	$ 102	$ 102	$ 102	$ 102	$ 102
Beginning balance, shares	8,520,450	1,020,000	1,020,000	1,020,000	1,020,000	1,020,000
Shares issued for acquisition				$ 750
Shares issued for acquisition, shares				7,500,450
Series A Preferred stock conversion to common stock
Series A Preferred stock conversion to common stock, shares	(100)			(100)
Net income (loss)
Ending balance, value	$ 852	$ 102	$ 852	$ 852	$ 102	$ 102
Ending balance, shares	8,520,350	1,020,000	8,520,450	8,520,350	1,020,000	1,020,000
Previously Reported [Member] | Common Stock [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 2,139	$ 1,692	$ 2,132	$ 2,139	$ 1,692	$ 1,692
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	$ 2,132	$ 1,692	$ 1,692	$ 1,692	$ 1,692	$ 1,692
Beginning balance, shares	21,321,613	16,915,706	16,915,706	16,915,706	16,915,706	16,915,706
Shares issued for acquisition				$ 440
Shares issued for acquisition, shares				4,405,907
Series A Preferred stock conversion to common stock	$ 7			$ 7
Series A Preferred stock conversion to common stock, shares	71,429			71,429
Net income (loss)
Ending balance, value	$ 2,139	$ 1,692	$ 2,132	$ 2,139	$ 1,692	$ 1,692
Ending balance, shares	21,393,042	16,915,706	21,321,613	21,393,042	16,915,706	16,915,706
Previously Reported [Member] | Additional Paid-in Capital [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	$ 23,071,369	$ 18,452,272	$ 23,071,376	$ 23,071,369	$ 18,452,272	$ 18,678,986
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	23,071,376	18,452,272	18,678,986	18,678,986	18,452,272	18,452,272
Shares issued for acquisition				4,392,390
Series A Preferred stock conversion to common stock	(7)			(7)
Net income (loss)
Ending balance, value	23,071,369	18,452,272	23,071,376	23,071,369	18,452,272	18,678,986
Previously Reported [Member] | Retained Earnings [Member]
STOCKHOLDERS’ EQUITY
TOTAL STOCKHOLDERS’ EQUITY	(14,755,414)	(11,884,974)	(11,589,196)	(14,755,414)	(11,884,974)	(11,987,070)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Beginning balance, value	(11,589,196)	(8,105,259)	(11,987,070)	(11,987,070)	(6,740,647)	(6,740,647)
Net income (loss)	(3,166,218)	(3,779,715)		(2,768,344)	(5,144,327)
Ending balance, value	(14,755,414)	$ (11,884,974)	$ (11,589,196)	(14,755,414)	$ (11,884,974)	(11,987,070)
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] | Preferred Stock Series C 1 [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) - USD ($)	Nov. 18, 2021	Oct. 25, 2021	Oct. 31, 2021	Oct. 25, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Exercise price					$ 13.64
Subsequent Event [Member]
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
Subsequent Event [Member] | Institutional Investor [Member]
Subsequent Event [Line Items]
Debt instrument unamortized discount	1,100,000
Payment of gross proceeds	$ 1,000,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Debt conversion converted instrument shares		10,649,078
Stock issued during period shares acquisitions		7,321,429
Convertible common stock	$ 1.40
Purchase warrant shares	785,715
Exercise price	$ 1.40
Subsequent Event [Member] | Series C Two Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Debt conversion converted instrument shares		7,321,429
Stock issued during period shares acquisitions		100