Panacea Life Sciences (PLSH) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 15, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float				$ 11,185,976
Entity Common Stock, Shares Outstanding			14,762,342
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K
ICFR Auditor Attestation Flag	false
Auditor Name	BF Borgers CPA PC	RBSM LLP
Auditor Location	Lakewood, CO	Las Vegas, Nevada
Auditor Firm ID	5041	587

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 19,774	$ 84,379
Accounts receivable, net	244,496	147,302
Other receivables, related party	500,000
Inventory	4,264,277	8,409,734
Marketable securities related party	3,791,483	2,853,437
Prepaid expenses and other current assets	278,328	27,375
TOTAL CURRENT ASSETS	9,098,358	11,522,227
Operating lease right-of-use asset, net, related party	3,595,100	3,937,706
Property and equipment, net	8,839,982	13,590,286
Intangible assets, net	61,401	122,801
Goodwill	2,188,810	2,188,810
TOTAL ASSETS	23,783,651	31,361,830
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,685,825	1,765,267
Operating lease liability, current portion, related party	1,624,090	1,162,869
Note payable-current, related party	6,441,866	15,061,044
Convertible note payable, net	220,005
Paycheck protection loan, SBA Loan	99,100	273,300
TOTAL CURRENT LIABILITIES:	10,070,886	18,262,480
Operating lease liability, long-term portion, related party	3,347,335	3,692,392
Other long-term liabilities, related party	3,263,028	2,698,659
TOTAL LIABILITIES	16,681,249	24,653,531
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 14,073,708 and 16,915,706 shares issued and outstanding on December 31, 2021 and December 31, 2020 respectively.	1,407	1,692
Additional paid in capital	23,865,155	18,689,119
Accumulated deficit	(16,765,013)	(11,982,614)
TOTAL STOCKHOLDERS’ EQUITY	7,102,402	6,708,299
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	23,783,651	31,361,830
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value
Series B1 preferred stock [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	150
Series B 2 preferred stock [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	600
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	100	100
Preferred stock series C 1 [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	1	1
Preferred stock series C 2 [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	1
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred Stock Value	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par or stated value per share	$ 0.0001
Preferred stock, shares authorized	50,000,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	14,073,708	16,915,706
Common stock, shares outstanding	14,073,708	16,915,706
Series A Preferred Stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	350	0
Preferred stock, shares outstanding	350	0
Series B1 preferred stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	32,000,000	32,000,000
Preferred stock, shares issued	1,500,000	0
Preferred stock, shares outstanding	1,500,000	0
Series B 2 preferred stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares issued	6,000,000	0
Preferred stock, shares outstanding	6,000,000	0
Series C Preferred Stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series C-1 Preferred Stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Series C2 preferred stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	0
Preferred stock, shares issued	10,000	0
Preferred stock, shares outstanding	10,000	0
Series D Preferred Stock [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
REVENUE	$ 2,059,627	$ 9,017,720
COST OF SALES	1,519,049	7,020,223
GROSS PROFIT	540,578	1,997,497
OPERATING EXPENSES
Operating expenses	4,959,059	4,449,313
General and administrative expenses	1,518,687	2,806,026
TOTAL OPERATING EXPENSES	6,477,746	7,255,339
LOSS FROM OPERATIONS	(5,937,168)	(5,257,842)
OTHER INCOME (EXPENSES)
Interest expense	(1,105,243)	(1,511,579)
Unrealized gain (loss) on marketable securities, net	1,008,046	1,426,718
Realized gain on sale of securities	160,296
Other income (loss)		(20,180)
Employer retention credit	396,679
Rental Income	236,560	271,767
Loss on sale of assets	(297,351)	(140,714)
Gain on extinguishment of debt	755,782
TOTAL OTHER INCOME (EXPENSE)	1,154,769	26,012
INCOME (LOSS) BEFORE INCOME TAXES	(4,782,399)	(5,231,830)
TAXES
NET INCOME (LOSS)	$ (4,782,399)	$ (5,231,830)
Per-share data
Basic and diluted loss per share	$ (0.27)	$ (0.31)
Weighted average number of common shares outstanding	17,820,545	16,915,706

Statements of Stockholders' Equ

Statements of Stockholders' Equity - 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
Net Income (Loss)				(5,231,830)	(5,231,830)
Ending balance, value at Dec. 31, 2020	$ 102	$ 1,692	18,689,119	(11,982,614)	6,708,299
Ending balance, shares at Dec. 31, 2020	1,020,000	16,915,706
Shares issued for acquisition	$ 750	$ 440	4,377,802		4,378,992
Shares issued for acquisition, shares	7,500,450	4,408,002
Series A Preferred stock conversion to common stock		$ 7	(7)
Series A Preferred stock conversion to common stock, shares	(100)	71,429
Issuance of common stock at split
Conversion of Common Stock to Series C-2 Preferred Stock to equity	$ 1	$ (732)	731
Conversion of Common Stock to Series C-2 Preferred Stock to equity, shares	10,000	(7,321,429)
Issuance of convertible debt and warrants, net of issuance costs			797,510		797,510
Net Income (Loss)				(4,782,399)	(4,782,399)
Ending balance, value at Dec. 31, 2021	$ 853	$ 1,407	$ 23,865,155	$ (16,765,013)	$ 7,102,402
Ending balance, shares at Dec. 31, 2021	8,530,350	14,073,708

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (4,782,399)	$ (5,231,830)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	1,675,786	1,630,602
Realized gain on sale of securities	(160,296)
Unrealized gain on marketable securities	(1,008,046)	(1,426,718)
Fixed Asset Disposal Loss	297,351	140,714
Amortization of intangible assets	61,400	61,400
Noncash settlement of convertible note and accrued interest	(755,782)
Amortization of debt discount and non-cash interest expense	117,515
Changes in operating assets and liabilities
Accounts receivable	(97,194)	151,676
Inventory	(547,910)	(5,049,759)
Prepaid expense and other assets	(250,953)	963,525
Accounts payable and accrued expenses	1,069,668	654,888
Operating lease liability, net	458,770	458,779
Net cash used in operating activities	(3,922,090)	(7,646,723)
Cash flows from investing activities
Net cash received from acquisitions	9,157
Proceeds from sale of marketable securities	230,296
Proceeds from sale of fixed assets	446,026	119,623
Net fixed asset acquisitions	(162,946)	(3,200,011)
Net Cash provided by (used in) investing activities	522,533	(3,080,388)
Cash flows from financing activities
Repayment of notes payable	(75,556)
Proceeds from payroll protection loan, SBA loan		273,300
Proceeds from payroll protection loan - related party	243,041
Payments of principal on notes payable	(135,000)	(3,961,545)
Proceeds from Note payable-related party	2,302,468	5,984,226
Proceeds from issuance of convertible notes, net of discount	1,000,000
Cash provided by financing activities	3,334,953	2,295,981
Net increase (decrease) in Cash and Cash Equivalents	(64,605)	(8,431,130)
Cash and Cash Equivalents, Beginning of Period	84,379	8,515,509
Cash and Cash Equivalents, End of Period	19,774	84,379
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year		583,333
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	564,369	1,696,348
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
Discounts related to issuance of convertible debt and warrants	$ 997,510

NATURE OF ORGANIZATION

NATURE OF ORGANIZATION	12 Months Ended
	Dec. 31, 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”, “Panacea Holdings”, “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. In October, 2021 the Company changed its name from Exactus, Inc. to Panacea Life Sciences Holdings, Inc. The Company operates in one segment with a focus on developing and producing high-quality, medically relevant, legal, hemp-derived cannabinoid products for consumers and pets.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation On June 30, 2021 the Company merged with Panacea. The merger is accounted for as a reverse acquisition and recapitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Panacea acquired Exactus for financial accounting purposes. The consolidated financial statements represent the accounts and balances for Panacea through June 30, 2021, and the consolidated balances and activities of the Company and its wholly owned subsidiary, Panacea, from that date forward. All significant consolidated transactions and balances have been eliminated in consolidation. All share and per share numbers have been retroactively adjusted to give effect to a 1-for-28 reverse stock split Going concern These audited consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has merged with Exactus, so the below items reflect stand-alone historical results of Panacea through June 30, 2021 and the combined financial information thereafter. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of December 31, 2021, our accumulated deficit was $ 16.8 million, and we had $ 3.8 million in cash and liquid stock. As of December 31, 2021 the 1,227,017 shares of common stock we hold in 22 nd 3.8 million. The XXII stock is pledged to secure a $ 4,062,713 promissory note in favor of Quintel-MC, Incorporated (“Quintel”) and a $ 1,685,685 promissory note in favor of Leslie Buttorff, CEO of the Company, but can be used in operations as the CEO determines. Quintel-MC, Inc. is wholly owned Company of the CEO. These items are shown on the balance sheet as related party loans. The current plan with respect to the XXII stock is to hold this stock during the short-term pending XXII’s application for MRTP FDA approval. We also currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of these financial statements. Management plans to raise additional capital to fund operations, until the Company achieves and maintains profitable operations and cash flows. Management cannot provide assurance that the issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which is likely to continue to reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains for an unknown period of time until the virus is fully contained. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events and the Company expects this impact on its revenue and results of operations, the size and duration of which is currently difficult to predict. 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 year ended December 31, 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 consolidated financial statements as soon as they become known. Use of Estimates The audited 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. 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 December 31, 2021 and 2020, the Company’s cash balances did not exceed the FDIC limit. 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 December 31, 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. Inventory Inventories are stated at lower of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold. Marketable securities The Company’s marketable securities consist of 1,227,017 and 1,297,017 shares of XXII at December 31, 2021 and 2020, respectively, which are classified as available-for-sale and included in current assets. (See Note 2 – Going Concern 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 December 31, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2021 or 2020. SCHEDULE OF MARKETABLE SECURITIES December 31, 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 1,008,046 Balance at end of period $ 3,791,483 As of December 31, 2021, the Company has no liabilities that are re-measured at fair value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from three ten years 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 December 31, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (245,600 ) (184,200 ) Net intangible assets $ 61,401 $ 122,801 Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. 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 $ 24,585 121,300 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 41,465 463,454 Revenue earned 138,180 596,940 Balance, end of period $ 24,585 $ 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. 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 $ 16,564 63,942 Advertising & Marketing Advertising costs are expensed when incurred. 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 $ 377,916 1,504,592 Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on December 31, 2021 was accounted for as a recapitalization of equity structure. In October, 2021 the Company completed 1-for-28 reverse stock split SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE Years ended December 31, 2021 2020 Convertible note payable - - Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - 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 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 - Series D Convertible Preferred 1,628,126 1,628,126 Total - - Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

PROPERTY, EQUIPMENT, NET OF ACC

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	12 Months Ended
	Dec. 31, 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 December 31, 2021 December 31, 2020 Computers and technological assets $ 3,514,421 $ 2,993,626 Furniture and fixtures 55,950 55,950 Machinery and equipment 7,530,787 8,494,298 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Total 12,702,295 16,089,638 Less accumulated depreciation (3,862,313 ) (2,499,352 ) Total Property and equipment, net $ 8,839,982 $ 13,590,286 The land and equipment decreased from December 31, 2020 to December 31, 2021 due to the partial sale of the farmland and equipment. See Note 10. Depreciation expenses for the years ended December 31, 2021 and 2020 were $ 1,675,786 and $ 1,630,602 respectively. The asset under construction in 2020 was related to a deposit the Company made on an XL Novasep chromatography unit. The Company decided it did not have the proper equipment needed to house the unit, so it negotiated a settlement with Novasep to return the deposit less restocking and legal fees. The unit was never delivered to the Company. On May 24, 2021 $ 446,026 743,377

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY December 31, 2021 December 31, 2020 Raw Materials $ 970,393 $ 991,523 Semi-Finished 1,466,763 1,372,950 Finished Goods 1,805,779 6,018,530 Packaging 15,549 20,938 Trading 5,793 5,793 Total $ 4,264,277 $ 8,409,734

OPERATING LEASE RIGHT-OF-USE AS

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	12 Months Ended
	Dec. 31, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY Right of Use The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on January 1, 2019, the start of our 2019 fiscal year. The Company has one lease arrangement with a related party entered into on December 22, 2018 for a 3-year term commencing January 1, 2019 for certain laboratory facilities with a nine-year extension option. This lease was extended and now expires on December 31, 2030 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 3 SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY December 31, 2021 December 31, 2020 Right-of-use assets $ 3,595,100 $ 3,937,706 Present value of operating lease liabilities $ 3,692,392 $ 4,022,870 Less: Long-term portion of operating lease liability (3,347,335 ) (3,692,392 ) Short-term portion of operating lease liability 345,057 330,478 Unpaid balances 1,279,033 832,391 Total short-term lease liability obligations $ 1,624,090 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9 10 Weighted-average discount rate 3.0 % During years ended December 31, 2021 and 2020, we recognized approximately $ 458,772 458,772 Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, 2021, are as follows: Maturity of operating lease liabilities for the following years ended: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2022 $ 451,110 2023 $ 455,622 2024 $ 460,178 2025 $ 464,780 2026 $ 469,427 Thereafter $ 1,925,123 Total undiscounted operating lease payments $ 4,226,240 Less: Imputed interest $ (533,848 ) Present value of operating lease liabilities $ 3,692,392

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE Convertible Note Payable On November 18, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) pursuant to which the Company agreed to sell a 10 1,100,000 five 785,715 0.0001 1.40 1,000,000 The Note will be due November 18, 2022 18 125 The principal and accrued interest on the Note is convertible into common stock at a conversion price of $ 1.40 Under the terms of the Note, upon a public offering by the Company of common stock, either alone or in units or with other securities pursuant to an effective registration statement resulting in gross proceeds to the Company of at least $ 10,000,000 115% The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding. The Warrants will be exercisable for a five 1.40 Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder. The SPA provides that the Purchaser may purchase an additional note and additional warrants on substantially the same terms as the Note and the Warrants on any business day prior to the 91st business day immediately following the closing of the SPA. Pursuant to the SPA, the Company entered into a Registration Rights Agreement dated November 18, 2021, by and between the Company and the Purchaser, in which the Company has agreed to file a Registration Statement on Form S-1 with the SEC following request by the Purchaser at any time following the 180-day period after the initial closing. The Company calculated the fair value of the Warrants using the Black Scholes method as $ 877,261 100,000 20,249 117,515 220,005 Paycheck Protection Program Funding U.S. Small Business Administration Loan On May 28, 2020, the Company received a secured, 30 -year, Economic Injury Disaster Loan in the amount of $ 99,100 from the U.S. Small Business Administration. The loan carries interest at a rate of 3.75 % per year, requires monthly payments of principal and interest, and matures in 30 years. Installment payments, including principal and interest, of $ 483 monthly , will begin 12 months from the date of the promissory Note. The SBA loan is secured by a security interest in the Company’s tangible and intangible assets. The loan proceeds are to be used as working capital to alleviate economic injury caused by the Covid-19 disaster occurring in the month of January 31, 2020 and continuing thereafter. As of December 31, 2021 the current principal balance of this note amounted to $ 99,100 and accrued interest was approximately $ 2,047 total for the current and non-current total. In April 2021, the Exactus Company borrowed a “second draw” loan of $ 236,410 Regarding Panacea Life Sciences, Inc.’s (PLS) Small Business Administration (SBA) loans, PLS received the PPP first draw loan in the amount of $ 273,300.00 243,041.00 PLS’s accounting treatment of the PPP loans and forgiveness follows best practice from the AICPA and accounted for the loan as a financial liability in accordance with FASB ASC 470 and accrue interest in accordance with the interest method under FASB ASC 835-30. The full amount of the PPP loan and accrued interest was forgiven on June 28, 2021 and written off. The aforementioned forgiveness of the various PPP loans was recorded in the Company’s consolidated statement of operations as gain on extinguishment of debt Employer Retention Credit Panacea received an employer retention credit from the federal government of $ 190,388 206,341 Note payable-current, related party As part of the agreement in the share agreement transaction, certain loan balances (“Quintel Loans”) from Quintel-MC Incorporated, an affiliate of the Company’s CEO, (“Quintel”) and historical interest owed of $ 1,932,358 were combined into a new promissory note with the principal amount of $ 4.062 million (“Quintel Note”). In May, 2021, prior to the exchange agreement, Panacea also transferred $ 4.7 million in PPE inventory to Quintel to facilitate a transaction. The net effect of this transaction was a credit to revenue, debit to finished goods inventory and a credit to the Quintel Loans. The Quintel Note bears annual interest at 12 % and was secured by a pledge of certain XXII common stock owned by Panacea (See Note 2 Going concern On June 30, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10 1,624,000 Going concern 1,000,000 10% maturity date in 2022 On June 30, 2021 the $ 7 2.2 500,000 4.3 During October 2019, the Company issued a short-term promissory note to an officer of Exactus, for an aggregate principal amount of $ 55,556 The note originally became due and payable between October 18, 2019 and December 16, 2019 and bore interest at a rate of twelve 12% per annum prior to the maturity date, and 18% per annum if unpaid following the maturity date. 18 10 5,556 During February 2021, the Company entered into a short-term promissory note for principal amount of $ 20,000 with a stockholder of the Company. The note is payable on demand and bears interest at a rate of 8 % per annum. The note is unsecured obligation of the Company. As of December 31, 2021, the principal balance of $ 20,000 and accrued interest was $ 533 was fully paid off. SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Quintel Note $ 4,062,713 $ 7,911,044 CEO Note 2,379,153 150,000 XXII Debt - 7,000,000 Total related party notes $ 6,441,866 $ 15,061,044 On January 1, 2019 Panacea received a loan from Quintel-MC Incorporated for up to $ 8,058,580 12 7,911,044 On December 3, 2019, we entered into securities purchase agreement with an investor pursuant to which we sold a convertible note bearing interest at 10 7,000,000 December 3, 2024 1.875 7,000,000 Other long-term liabilities, related party The Company has recorded a related party liability (“Fixed Asset Loan”) in the amounts of $ 2,749,638 and $ 2,185,269 , as of December 31, 2021 and 2020, respectively, relating to building leasehold improvements and SAP software and support fees which were paid by an affiliate company of the CEO. The balance bears interest of 6 In 2020, the Company recorded an additional related party liability in the amount of $ 513,390 in respect of certain building improvements ,due to J&N Real Estate Company (a company owned by the CEO) (“J&N Building Loan”). The balance bears no interest, and the maturity date has not yet been determined. Notes payable is summarized as follows. December 31, 2021 December 31, 2020 Other long-term liabilities, related party Fixed Asset Loan $ 2,749,638 $ 2,185,269 J&N Building Loan 513,390 513,390 Total $ 3,263,028 $ 2,698,659

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 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 year ended December 31, 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 339,286 10 196,491 On January 22, 2021, Exactus had granted 392,857 two 0.70 125,000 267,857 267,857 Stock Options A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of December 31, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining C ontractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2020 - - - - Options assumed in merger 196,486 $ 3.51 3.70 2,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at December 31, 2021 196,486 $ 3.51 3.70 $ 2,500 Vested and exercisable at December 31, 2021 196,486 $ 3.51 3.70 $ 2,500 Stock Warrants As a result of the Merger closing (see Note 10), as of December 31, 2021, the Company had outstanding warrants to purchase an aggregate of 56,377 1,578,549 SUMMARY OF STOCK WARRANTS Name Number of Average Exercise Price Balance at December 31, 2020 - - Assumed in Merger 56,337 $ 13.64 Issued with convertible debt 785,715 1.40 Total as of December 31, 2021 56,337 $ 2.22 As of December 31, 2021, the outstanding warrants have no intrinsic value. Restricted Stock A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2020 - Assumed in merger 107,993 Balance at December 31, 2021 107,993 As of December 31, 2021, there were no unamortized or unvested stock-based compensation costs related to restricted share arrangements. These shares are included in the total of outstanding share as of December 31, 2021. Preferred Stock The Company’s authorized preferred stock consists of 50,000,000 0.0001 In connection with our acquisition of Panacea on December 31, 2021, we issued convertible preferred stock to our new principal shareholder and Chief Executive Officer (and her affiliates) as follows: 1,000,000 10,000 10,000 17.8 6.046 2.29 281.25 106.49 430 162.81 In addition, the Company entered into an exchange agreement with an investor and filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations for Series A Preferred stock under which the Note in the original principal amount of $ 750,000 500 0 Series A Preferred 1,000 Stated Value The Company authorized the issuance of a total of 1,000 0.05 50 35,714 The Company is prohibited from effecting the conversion of the Series A Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% upon 61 days’ written notice to the Company), in the aggregate, of the issued and outstanding shares of the common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed On February 16, 2021 the Company offered to our prior Series A Preferred stock holder enhanced conversion inducements to voluntarily convert the preferred shares into our common stock and filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for Series A Preferred stock, all of which has been converted to common stock, in order to issue the new 0% Series A Preferred stock described herein. On April 7, 2021 the Company filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for the previous Series C Preferred Stock, all of which has been cancelled or converted into common stock. On February 16, 2021, the Company offered to holders of our prior Series D Preferred Stockholder(s) enhanced inducements to voluntarily convert preferred shares into our common stock. On April 7, 2021 the Company filed a Certificate of Cancellation and Withdrawal with the Secretary of State of the State of Nevada cancelling our prior Certificate of Designation of Preferences, Rights and Limitations for the previous Series D Preferred Stock, all of which has been cancelled or converted into common stock. During the quarter ended December 31, 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. Common Stock for services In October, 2021 the Company entered into a consulting agreement for investor relations services. The consultant shall receive compensation of 50,000 4,174 4,166

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 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 December 31, 2021. As a result of our acquisition of Panacea, the Company is now involved in the following pending litigation: On February 16, 2021, Henley Group, Inc. filed with the Superior Court of the State of California, San Bernardino County, a complaint (Case #: SIV SB 2105771) against Panacea for breach of contract and fraud related to Panacea’s non-delivery of product. While Panacea refunded the purchase price, the plaintiff seeks damages including lost profits and costs which plaintiff alleged to have incurred in the amount of approximately $ 45,000 720,000 On October 7, 2019, CMI Mechanical (“CMI”) agreed to procure, deliver, and install a dehumidification system (the “System”) at the Company’s facility located at 16194 W. 45th Drive, Golden, Colorado 80403 (the “Property”). The Company believes the System has failed to meet the requirements of the subject contract, and CMI has not remedied that failure for the Company. The Company withheld certain payments as permitted under the contract. On December 10, 2020, CMI recorded a lien against the Property in the amount of $ 108,001.48 Concentrations The Company has no concentration of vendors that would impact production costs in the longer term. On the revenue side, in the 3 rd 16% of the 2021 revenue. We also have a tolling contract and this contract is 18.8% of revenue in 2021. In 2020, there was one customer that accounted for 29% of our revenue. In 2020, there were concentrations of purchases from two vendors: BSH (approximately 37 26 The other concentration is in the accounts receivable category, where three customer accounts for 62% 31% 62% 63% The Company has no other contingencies, material commitments, or purchase obligations or sales obligations. Executive Employment Agreement On December 31, 2021 the Company entered into an updated Employment Agreement with Leslie Buttorff pursuant to which Ms. Buttorff serves as the Company’s Chief Executive Officer for an initial term of July 1, 2021 to December 31, 2024 (the “Employment Agreement). Under her Employment Agreement, Ms. Buttorff receives an annual base salary of $ 380,000 2% 500,000 2.2 100% Under her Employment Agreement, she is entitled to severance payments under termination provisions which are intended to comply with Section 409A of the Internal Revenue Code of 1986, or the Code, and the Regulations thereunder. In the event of termination by the Company without “cause” or resignation by Ms. Buttorff for “good reason,” Ms. Buttorff is entitled to receive two years’ base salary, or $ 780,000 1,560,000 Generally, “good reason” is defined as (i) any material breach of the Employment Agreement by the Company, (ii) the Company’s assignment of Ms. Buttorff to a position that has materially less authority, status, or functional responsibility than the position with the Company as of the commencement date, or the assignment to her of duties that are not those of an executive at the management level, (iii) the reduction of Ms. Buttorff’s base salary, (iv) the requirement that Ms. Buttorff move her primary place of employment more than 30 miles from her initial place of employment, or (v) upon any change of control event as defined in Treasury Regulation Section 1.409A-3(i)(5) provided that within 12 months of the change of control event the Company terminates Ms. Buttorff or fails to obtain an agreement from any successor to perform the Employment Agreement. Under the terms of her Employment Agreement, Ms. Buttorff is subject to non-competition and non-solicitation covenants during the term of her employment and following termination of employment with the Company. The Employment Agreement also contains customary confidentiality and non-disparagement covenants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable and Accrued Interest – Related Parties On December 31, 2021 Panacea received a loan of $ 4,062,713 from Quintel-MC Incorporated, an affiliate of the Company’s CEO in exchange for the Quintel Note. (See Note 6 – Notes Payable — Quintel Note). On December 31, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10 1,624,000 On July 1, 2021, the Company issued Ms. Buttorff a $ 1 693,468 During October 2019, the Company issued a short-term promissory notes to an officer of Exactus, for an aggregate principal amount of $ 55,556 J&N Real Estate related party owned by Ms. Buttorff—See Note 10 Exchange Agreement and Note 5 Operating lease. Services Agreement dated January 1, 2019, by and between the Company and Quintel, with respect to IT, HR, accounting/periodic reporting, production planning, and employee reporting services. Master Agreement dated January 1, 2019, by and between the Company and Quintel/Canna Software, LLC for the provision of the ERPCannabis solution. As of December 31, 2021 the outstanding obligation under these two service contracts is $ 2,529,248 229,497 91,482 The interest expense recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS December 31, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 249,939 $ 1,347,356 Related party loan-CEO loan 86,060 1,500 Related party loan-XXII - - Related party loan – Line of credit 29,435 - Accrued Interest 29,435 - Year ended Year ended Interest Expense Related party loan-Quintel $ 772,463 $ 913,063 Related party loan-CEO loan 146,245 1,500 Related party loan-XXII - 583,333 Related party loan – Line of Credit 29,235 - Interest Expense 29,235 - Other The Company continues to hold 1,227,017

EXCHANGE AGREEMENT BETWEEN EXAC

EXCHANGE AGREEMENT BETWEEN EXACTUS, INC. AND PANACEA LIFE SCIENCES, INC.	12 Months Ended
	Dec. 31, 2021
Exchange Agreement Between Exactus Inc. And Panacea Life Sciences Inc.
EXCHANGE AGREEMENT BETWEEN EXACTUS, INC. AND PANACEA LIFE SCIENCES, INC.	NOTE 10 – EXCHANGE AGREEMENT BETWEEN EXACTUS, INC. AND PANACEA LIFE SCIENCES, INC. On June 30, 2021, Exactus legally acquired Panacea pursuant to the Exchange Agreement with the shareholders of Panacea including its founder Leslie Buttorff and 22 nd 14 7 1,297,017 5 15.19 Shares Issuances Pursuant to the Exchange Agreement, on June 30, 2021 the Company issued a total of 16,915,705 1,000,000 2,289,220 10,000 1,064,907 10,000 1,628,125 100 62 On June 29, 2021 the Company filed with the Secretary of State of the State of Nevada three new series of preferred stock (“Preferred Stock”) designated as Series C Convertible Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock and authorized the filing of a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock and Series D Convertible Preferred Stock in the State of Nevada. The Board designated for issuance 1,000,000 10,000 10,000 Also, on December 31, 2021, Panacea and XXII agreed to dissolve their business relationship. In terms of the agreement the following transactions occurred in consideration for the XXII investment in Panacea of $ 14 14 1. Series B Preferred ($ 7,000,000 2. $ 500,000 7,000,000 3. Panacea sold to XXII the real property and improvements located in Delta County, Colorado, and comprised of approximately 234.394 acres of land. Panacea has the right to acquire 10 acres of the land for its own use. The agreed upon amount was $ 2,200,000 for an allocated value as follows: (i) $ 1,770,000 for the real property and improvements which constitute a part of the Farm Parcel; and (ii) $ 430,000 for the equipment, machinery and other personal property owned by Panacea. As a part of the agreement XXII will deliver to Panacea $ 500,000 of hemp from the 2021 grow season. This is recorded as a receivable. As a part of this transaction XXII also returned 1,013,333 shares of Panacea stock which were converted to 719,404 Exactus shares in the Exchange Agreement. There was no gain or loss on this part of the transaction. 4. J&N Real Estate Company LLC (J&N), owned by Leslie Buttorff, assumed a $ 4.3 4.3 10,000 On December 31, 2021, the Board authorized the Company to file a certificate of amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $ 0.0001 As disclosed in Note 1 and 2 the Company has accounted for this share exchange as a reverse merger and recapitalization.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 – INCOME TAXES The Company has incurred aggregate net operating losses of approximately $ 21.1 The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the year ended December 31, 2020. The company has yet to file income taxes for the year ended December 31, 2021. SCHEDULE OF EFFECTIVE TAX RATE December 31, 2020 U.S. federal statutory rate 21.0 % Increase (decrease) in taxes resulting from: Increase in valuation allowance (21.9 )% ROU Assets/Liabilities (2.7 )% State taxes 3.6 % Income tax (expense) benefit - % The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2020 are summarized as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2020 Deferred tax assets (liabilities) Net Operating Loss Carryforwards $ 3,848,037 Marketable securities (382,185 ) ROU Assets/Liabilities (207,389 ) Depreciation and amortization (618,501 ) Total deferred tax assets (liabilities) 2,639,962 Valuation Allowance (2,639,962 ) Net deferred tax assets (liabilities) $ - The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2020 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $ 4.137

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS 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 March 3, 2022, the Company entered into an Exchange Agreement (the “Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to issue a 10 % original issue discount senior convertible promissory note in the principal amount of $ 385,000 (the “Note”) and five-year warrants to purchase 275,000 shares of the Company’s common stock, par value $ 0.0001 per share at an exercise price of $ 1.40 per share (the “Warrants”) in exchange for 350 shares of the Company’s 0% Series A Convertible Preferred Stock (“Series A”). The Agreement was entered into after the Investor exercised the most favored nation rights contained in Section 7(b) of the Company’s Certificate of Designation of Preferences, Rights and Limitations of the Series A in connection with the consummation of a private placement with an institutional investor (the “Purchaser”) on November 18, 2021. The Note will be due March 3, 2023, which is one year from the issuance date. The Note initially does not bear any interest, however upon and during any event of default by the Company, the Note will accrue interest at a rate of 18 125 The principal and accrued interest on the Note is convertible into common stock at a conversion price of $ 1.40 80 Under the terms of the Note, upon a Qualified Offering, as defined in the Note, the conversion price will be reduced to 90 115 The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding. The Warrants will be exercisable for a five 1.40 Each of the Note and the Warrants contain a 4.99 9.99 Pursuant to the Agreement, the Company entered into a Registration Rights Agreement dated March 3, 2022, by and between the Company and the Investor, in which the Company has agreed to file a Registration Statement on Form S-1 with the Securities Exchange Commission following request by the Purchaser in the November 2021 private placement and include the registrable securities of the Investor. The Investor has agreed that their rights and remedies pursuant to the Registration Rights Agreement are subordinate to the rights and remedies of the Purchaser pursuant to its registration rights agreement. The Company obtained the consent of the Purchaser in connection with the foregoing.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation On June 30, 2021 the Company merged with Panacea. The merger is accounted for as a reverse acquisition and recapitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Panacea acquired Exactus for financial accounting purposes. The consolidated financial statements represent the accounts and balances for Panacea through June 30, 2021, and the consolidated balances and activities of the Company and its wholly owned subsidiary, Panacea, from that date forward. All significant consolidated transactions and balances have been eliminated in consolidation. All share and per share numbers have been retroactively adjusted to give effect to a 1-for-28 reverse stock split
Going concern	Going concern These audited consolidated financial statements are presented on the basis that the Company will continue as a going concern. Panacea has merged with Exactus, so the below items reflect stand-alone historical results of Panacea through June 30, 2021 and the combined financial information thereafter. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of December 31, 2021, our accumulated deficit was $ 16.8 million, and we had $ 3.8 million in cash and liquid stock. As of December 31, 2021 the 1,227,017 shares of common stock we hold in 22 nd 3.8 million. The XXII stock is pledged to secure a $ 4,062,713 promissory note in favor of Quintel-MC, Incorporated (“Quintel”) and a $ 1,685,685 promissory note in favor of Leslie Buttorff, CEO of the Company, but can be used in operations as the CEO determines. Quintel-MC, Inc. is wholly owned Company of the CEO. These items are shown on the balance sheet as related party loans. The current plan with respect to the XXII stock is to hold this stock during the short-term pending XXII’s application for MRTP FDA approval. We also currently do not have sufficient cash flow to pay our ongoing financial obligations on a consistent basis. These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of these financial statements. Management plans to raise additional capital to fund operations, until the Company achieves and maintains profitable operations and cash flows. Management cannot provide assurance that the issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
COVID-19	COVID-19 The COVID-19 pandemic has resulted in a global slowdown of economic activity which is likely to continue to reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains for an unknown period of time until the virus is fully contained. The Company’s business operations have been negatively impacted by the COVID-19 pandemic and related events and the Company expects this impact on its revenue and results of operations, the size and duration of which is currently difficult to predict. 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 year ended December 31, 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 consolidated financial statements as soon as they become known.
Use of Estimates	Use of Estimates The audited 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.
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 December 31, 2021 and 2020, the Company’s cash balances did not exceed the FDIC limit.
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 December 31, 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.
Inventory	Inventory Inventories are stated at lower of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold.
Marketable securities	Marketable securities The Company’s marketable securities consist of 1,227,017 and 1,297,017 shares of XXII at December 31, 2021 and 2020, respectively, which are classified as available-for-sale and included in current assets. (See Note 2 – Going Concern
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 December 31, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2021 or 2020. SCHEDULE OF MARKETABLE SECURITIES December 31, 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 1,008,046 Balance at end of period $ 3,791,483 As of December 31, 2021, the Company has no liabilities that are re-measured at fair value.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from three ten years
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 December 31, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (245,600 ) (184,200 ) Net intangible assets $ 61,401 $ 122,801
Leases	Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Convertible Notes Payable	Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. Some of the conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred.
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 $ 24,585 121,300 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 41,465 463,454 Revenue earned 138,180 596,940 Balance, end of period $ 24,585 $ 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.
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 $ 16,564 63,942
Advertising & Marketing	Advertising & Marketing Advertising costs are expensed when incurred. 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 $ 377,916 1,504,592
Segment Information	Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting.
Earnings per Share	Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. The Business Combination on December 31, 2021 was accounted for as a recapitalization of equity structure. In October, 2021 the Company completed 1-for-28 reverse stock split SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE Years ended December 31, 2021 2020 Convertible note payable - - Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - 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 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 - Series D Convertible Preferred 1,628,126 1,628,126 Total - -
Income taxes	Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2021 and December 31, 2020: FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ - Total $ 3,791,483 $ 3,791,483 $ - $ - $ 2,853,437 $ 2,853,437 $ - $ -
SCHEDULE OF MARKETABLE SECURITIES	There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2021 or 2020. SCHEDULE OF MARKETABLE SECURITIES December 31, 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 1,008,046 Balance at end of period $ 3,791,483
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 December 31, 2021 December 31, 2020 Goodwill $ 2,188,810 $ 2,188,810 Intangibles – Formulations 307,001 307,001 Less accumulated amortization (245,600 ) (184,200 ) Net intangible assets $ 61,401 $ 122,801
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER	SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2021 December 31, 2020 Balance, beginning of period $ 121,300 $ 254,786 Payments received for unearned revenue 41,465 463,454 Revenue earned 138,180 596,940 Balance, end of period $ 24,585 $ 121,300
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE	SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE Years ended December 31, 2021 2020 Convertible note payable - - Restricted Stock - - Options to purchase common stock - - Warrants to purchase common stock - - 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 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 - Series D Convertible Preferred 1,628,126 1,628,126 Total - -

PROPERTY, EQUIPMENT, NET OF A_2

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2021 December 31, 2020 Computers and technological assets $ 3,514,421 $ 2,993,626 Furniture and fixtures 55,950 55,950 Machinery and equipment 7,530,787 8,494,298 Land 92,222 2,293,472 Assets Under Construction - 743,377 Leasehold Improvements 1,508,915 1,508,915 Total 12,702,295 16,089,638 Less accumulated depreciation (3,862,313 ) (2,499,352 ) Total Property and equipment, net $ 8,839,982 $ 13,590,286

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY December 31, 2021 December 31, 2020 Raw Materials $ 970,393 $ 991,523 Semi-Finished 1,466,763 1,372,950 Finished Goods 1,805,779 6,018,530 Packaging 15,549 20,938 Trading 5,793 5,793 Total $ 4,264,277 $ 8,409,734

OPERATING LEASE RIGHT-OF-USE _2

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2021
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY	SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY December 31, 2021 December 31, 2020 Right-of-use assets $ 3,595,100 $ 3,937,706 Present value of operating lease liabilities $ 3,692,392 $ 4,022,870 Less: Long-term portion of operating lease liability (3,347,335 ) (3,692,392 ) Short-term portion of operating lease liability 345,057 330,478 Unpaid balances 1,279,033 832,391 Total short-term lease liability obligations $ 1,624,090 $ 1,162,869 Weighted-average remaining lease term (Ends December 31, 2030) 9 10 Weighted-average discount rate 3.0 %
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES	Maturity of operating lease liabilities for the following years ended: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2022 $ 451,110 2023 $ 455,622 2024 $ 460,178 2025 $ 464,780 2026 $ 469,427 Thereafter $ 1,925,123 Total undiscounted operating lease payments $ 4,226,240 Less: Imputed interest $ (533,848 ) Present value of operating lease liabilities $ 3,692,392

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE	SCHEDULE OF NOTES PAYABLE December 31, 2021 December 31, 2020 Quintel Note $ 4,062,713 $ 7,911,044 CEO Note 2,379,153 150,000 XXII Debt - 7,000,000 Total related party notes $ 6,441,866 $ 15,061,044 December 31, 2021 December 31, 2020 Other long-term liabilities, related party Fixed Asset Loan $ 2,749,638 $ 2,185,269 J&N Building Loan 513,390 513,390 Total $ 3,263,028 $ 2,698,659

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2021 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining C ontractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2020 - - - - Options assumed in merger 196,486 $ 3.51 3.70 2,500 Options granted - - - - Options exercised - - - - Options canceled / expired - - - - Balance at December 31, 2021 196,486 $ 3.51 3.70 $ 2,500 Vested and exercisable at December 31, 2021 196,486 $ 3.51 3.70 $ 2,500
SUMMARY OF STOCK WARRANTS	SUMMARY OF STOCK WARRANTS Name Number of Average Exercise Price Balance at December 31, 2020 - - Assumed in Merger 56,337 $ 13.64 Issued with convertible debt 785,715 1.40 Total as of December 31, 2021 56,337 $ 2.22
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 December 31, 2021 107,993

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS	The interest expense recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS December 31, 2021 December 31, 2020 Accrued Interest Related party loan-Quintel $ 249,939 $ 1,347,356 Related party loan-CEO loan 86,060 1,500 Related party loan-XXII - - Related party loan – Line of credit 29,435 - Accrued Interest 29,435 - Year ended Year ended Interest Expense Related party loan-Quintel $ 772,463 $ 913,063 Related party loan-CEO loan 146,245 1,500 Related party loan-XXII - 583,333 Related party loan – Line of Credit 29,235 - Interest Expense 29,235 -

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
SCHEDULE OF EFFECTIVE TAX RATE	The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the year ended December 31, 2020. The company has yet to file income taxes for the year ended December 31, 2021. SCHEDULE OF EFFECTIVE TAX RATE December 31, 2020 U.S. federal statutory rate 21.0 % Increase (decrease) in taxes resulting from: Increase in valuation allowance (21.9 )% ROU Assets/Liabilities (2.7 )% State taxes 3.6 % Income tax (expense) benefit - %
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2020 are summarized as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2020 Deferred tax assets (liabilities) Net Operating Loss Carryforwards $ 3,848,037 Marketable securities (382,185 ) ROU Assets/Liabilities (207,389 ) Depreciation and amortization (618,501 ) Total deferred tax assets (liabilities) 2,639,962 Valuation Allowance (2,639,962 ) Net deferred tax assets (liabilities) $ -

FAIR VALUE, ASSETS MEASURED ON

FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total	$ 3,791,483	$ 2,853,437
Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total	3,791,483	2,853,437
Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total
Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total
Marketable Securities [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total	3,791,483	2,853,437
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total	3,791,483	2,853,437
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Total

SCHEDULE OF MARKETABLE SECURITI

SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
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	1,008,046	$ 1,426,718
Balance at end of period	$ 3,791,483	$ 2,853,437

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	12 Months Ended
	Dec. 31, 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	(245,600)	(184,200)
Net intangible assets	$ 61,401	$ 122,801
Phoenix Life Sciences, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill from phoenix acquisition	Tested Yearly for Impairment
Goodwill			$ 2,189,000

SCHEDULE OF REVENUE FROM CONTRA

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Balance, beginning of period	$ 121,300	$ 254,786
Payments received for unearned revenue	41,465	463,454
Revenue earned	138,180	596,940
Balance, end of period	$ 24,585	$ 121,300

SCHEDULE OF ANTI-DILUTIVE DILUT

SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	250,000
Series B One Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	6,679
Series B Two Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	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 C1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,064,908	1,064,908
Series C2 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,050,000
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,628,126	1,628,126

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Oct. 25, 2021	Oct. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Oct. 31, 2017
Property, Plant and Equipment [Line Items]
Reverse Stock Split	1-for-28 reverse stock split	1-for-28 reverse stock split
Retained Earnings (Accumulated Deficit)			$ 16,765,013	$ 11,982,614
Cash			3,800,000
Common Stock, Value, Issued			1,407	1,692
Business acquisition, goodwill			$ 2,188,810	2,188,810
Description of lessee leasing arrangements, operating leases			In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset
customer advances payments			$ 24,585	121,300
General and Administrative Expense [Member]
Property, Plant and Equipment [Line Items]
Shipping and handling costs			16,564	63,942
Advertising expense			$ 377,916	1,504,592
Phoenix Life Sciences, Inc. [Member]
Property, Plant and Equipment [Line Items]
Business acquisition, goodwill						$ 2,189,000
Business acquisition, intangible assets				$ 123,000	$ 77,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life			3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life			10 years
Marketable Securities [Member]
Property, Plant and Equipment [Line Items]
Investment Owned, Balance, Shares			1,227,017	1,297,017
Leslie Buttorff [Member]
Property, Plant and Equipment [Line Items]
Notes Payable, Current			$ 1,685,685
22nd Century Group, Inc [Member]
Property, Plant and Equipment [Line Items]
Common Stock, Other Shares, Outstanding			1,227,017
Common Stock, Value, Issued			$ 3,800,000
Quintel MC, Inc [Member]
Property, Plant and Equipment [Line Items]
Notes Payable, Current			$ 4,062,713

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES (Details)	12 Months Ended
	Dec. 31, 2021
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
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 ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 10, 2020
Property, Plant and Equipment [Line Items]
Total	$ 12,702,295	$ 16,089,638	$ 108,001.48
Less accumulated depreciation	(3,862,313)	(2,499,352)
Total Property and equipment, net	8,839,982	13,590,286
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	3,514,421	2,993,626
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	55,950	55,950
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	7,530,787	8,494,298
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 ($)	May 24, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expenses		$ 1,675,786	$ 1,630,602
Asset retirement obligation, settled	$ 446,026
Asset retirement obligation	$ 743,377

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw Materials	$ 970,393	$ 991,523
Semi-Finished	1,466,763	1,372,950
Finished Goods	1,805,779	6,018,530
Packaging	15,549	20,938
Trading	5,793	5,793
Total	$ 4,264,277	$ 8,409,734

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 3,595,100	$ 3,937,706
Present value of operating lease liabilities	3,692,392
Less: Long-term portion of operating lease liability	(3,347,335)	(3,692,392)
Total short-term lease liability obligations	1,624,090	1,162,869
Operating Lease Liabilities [Member]
Lessee, Lease, Description [Line Items]
Right-of-use assets	3,595,100	3,937,706
Present value of operating lease liabilities	3,692,392	4,022,870
Less: Long-term portion of operating lease liability	(3,347,335)	(3,692,392)
Short-term portion of operating lease liability	345,057	330,478
Unpaid balances	1,279,033	832,391
Total short-term lease liability obligations	$ 1,624,090	$ 1,162,869
Weighted-average remaining lease term (Ends December 31, 2030)	9 years	10 years

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details)	Dec. 31, 2021USD ($)
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
2022	$ 451,110
2023	455,622
2024	460,178
2025	464,780
2026	469,427
Thereafter	1,925,123
Total undiscounted operating lease payments	4,226,240
Less: Imputed interest	(533,848)
Present value of operating lease liabilities	$ 3,692,392

OPERATING LEASE RIGHT-OF-USE _3

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lease expiring	Dec. 31, 2030
Operating lease right of use asset	$ 3,595,100	$ 3,937,706
Lease liability	$ 3,692,392
Lease term	3 years
Operating lease, cost	$ 458,772	$ 458,772
Accounting Standards Update 2018-11 [Member]
Operating lease right of use asset	4,595,509
Lease liability	$ 4,595,509

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total related party notes	$ 6,441,866	$ 15,061,044
Total	3,263,028	2,698,659
Fixed asset loan [Member]
Short-term Debt [Line Items]
Total	2,749,638	2,185,269
JN Building Loan [Member]
Short-term Debt [Line Items]
Total	513,390	513,390
Quintel Note [Member]
Short-term Debt [Line Items]
Total related party notes	4,062,713	7,911,044
CEO Note [Member]
Short-term Debt [Line Items]
Total related party notes	2,379,153	150,000
XXII Debt [Member]
Short-term Debt [Line Items]
Total related party notes		$ 7,000,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

Nov. 18, 2021

Jul. 02, 2021

Jun. 30, 2021

Apr. 30, 2021

Jan. 28, 2021

May 28, 2020

Apr. 29, 2020

Dec. 03, 2019

Jun. 30, 2021

Oct. 31, 2019

Dec. 31, 2021

Dec. 31, 2020

Dec. 02, 2021

May 31, 2021

Feb. 28, 2021

Jan. 02, 2019

Short-term Debt [Line Items]

Common stock, par or stated value per share

$ 0.0001

$ 0.0001

Warrant exercise price

$ 2.22

Interest rate

90.00%

Conversion Price

$ 1.40

Amortization of debt

$ 117,515

Inventory, Net

4,264,277

8,409,734

Other long-term liabilities, related party

$ 3,263,028

2,698,659

Fixed asset loan [Member]

Short-term Debt [Line Items]

Interest rate

6.00%

Other long-term liabilities, related party

$ 2,749,638

2,185,269

JN Building Loan [Member]

Short-term Debt [Line Items]

Other long-term liabilities, related party

513,390

513,390

Securities Purchase Agreement [Member]

Short-term Debt [Line Items]

Amortization of Debt Issuance Costs and Discounts

220,005

Economic Injury Disaster Loan [Member]

Short-term Debt [Line Items]

Interest rate

3.75%

Debt Instrument, Term

30 years

Proceeds from Loans

$ 99,100

Debt Instrument, Periodic Payment

$ 483

Debt Instrument, Frequency of Periodic Payment

monthly

Notes payable

99,100

Interest Payable, Current

2,047

Paycheck Protection Program Funding [Member] | Exactus [Member]

Short-term Debt [Line Items]

Proceeds from Loans

$ 236,410

First Draw Loan [Member]

Short-term Debt [Line Items]

Proceeds from Loans

$ 273,300

Second Draw Loan [Member]

Short-term Debt [Line Items]

Proceeds from Loans

$ 243,041

Employer Retention Credit [Member]

Short-term Debt [Line Items]

Notes payable

190,388

$ 206,341

Quintel Note [Member]

Short-term Debt [Line Items]

Interest rate

12.00%

Interest Expense, Related Party

1,932,358

Loan amount

4,062,000

Inventory, Net

$ 4,700,000

Buttorff Note [Member]

Short-term Debt [Line Items]

Interest rate

10.00%

10.00%

Proceeds from notes payable

$ 1,624,000

Proceeds from line of credit

$ 1,000,000

Maturity date description

maturity date in 2022

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

Short-term Debt [Line Items]

Original issue discount percentage

10.00%

Principal Amount

$ 55,556

Interest rate

18.00%

Debt description

The note originally became due and payable between October 18, 2019 and December 16, 2019 and bore interest at a rate of twelve 12% per annum prior to the maturity date, and 18% per annum if unpaid following the maturity date.

Amortization of debt

$ 5,556

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

Short-term Debt [Line Items]

Principal Amount

$ 20,000

Interest rate

8.00%

Interest Payable, Current

533

Loan amount

20,000

XXII [Member]

Short-term Debt [Line Items]

Loan amount

$ 7,000,000

$ 7,000,000

Debt conversion of convertibel debt

500,000

Needle Rock Farm [Member]

Short-term Debt [Line Items]

Loan amount

2,200,000

2,200,000

J&N Real Estate Company [Member]

Short-term Debt [Line Items]

Loan amount

$ 4,300,000

$ 4,300,000

Quintel-MC Incorporated [Member]

Short-term Debt [Line Items]

Interest rate

12.00%

Loan amount

7,911,044

$ 8,058,580

Securities Purchase Agreement [Member] | Investor [Member]

Short-term Debt [Line Items]

Principal Amount

$ 7,000,000

Maturity date

Dec. 3, 2024

Interest rate

10.00%

Conversion Price

$ 1.875

Loan amount

$ 7,000,000

Securities Purchase Agreement [Member] | Linco in Park Capital Fund LLC [Member]

Short-term Debt [Line Items]

Original issue discount percentage

10.00%

Principal Amount

$ 1,100,000

Warrant, term

5 years

Warrants to purchase shares

785,715

Common stock, par or stated value per share

$ 0.0001

Warrant exercise price

$ 1.40

Convertible notes payable

$ 1,000,000

Maturity date

Nov. 18, 2022

Interest rate

18.00%

Accrued interest premium percentage

125.00%

Debt description

The principal and accrued interest on the Note is convertible into common stock at a conversion price of $1.40 per share, subject to certain adjustments summarized as follows: (i) if an event of default has occurred prior to the maturity date, a reduction to 80% of the conversion price then in effect, (iii) anti-dilution adjustment upon certain issuances of common stock or derivative securities at a price per share that is lower than the conversion price, (iii) customary adjustments for stock splits, stock dividends and similar corporate events, and (iv) adjustment upon a public offering by the Company meeting certain delineated criteria, as summarized below.

Conversion Price

$ 1.40

Debt conversion description

Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder.

Warrants fair value

$ 877,261

Original issue discount

100,000

Debt issuance cost

$ 20,249

Amortization of debt

$ 117,515

Securities Purchase Agreement [Member] | Linco in Park Capital Fund LLC [Member] | IPO [Member]

Short-term Debt [Line Items]

Accrued interest premium percentage

115.00%

Proceeds from initial offering

$ 10,000,000

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details) - USD ($)	Jan. 22, 2021	Dec. 31, 2021
Equity [Abstract]
Options outstanding, beginning
Weighted average exercise price per share outstanding, beginning
Weighted average remaining contractual life outstanding, beginning
Aggregate intrinsic value outstanding, beginning
Options assumed in merger		196,486
Weighted average exercise price per share, options assumed in merger		$ 3.51
Weighted average remaining contractual life outstanding, options assumed in merger		3 years 8 months 12 days
Aggregate intrinsic value outstanding, options assumed in merger		$ 2,500
Options granted
Weighted average exercise price per share, options granted
Options exercised
Weighted average exercise price per share, options exercised
Options canceled/expired
Weighted average exercise price per share, options canceled/expired
Options outstanding, ending		196,486
eighted average exercise price per share outstanding, ending		$ 3.51
Weighted average remaining contractual life outstanding, ending		3 years 8 months 12 days
Aggregate intrinsic value outstanding, ending		$ 2,500
Options vested and exercisable		196,486
Weighted Average exercise price per share outstanding, vested and exercisable	$ 0.70	$ 3.51
Weighted average remaining contractual life outstanding, vested and exercisable	2 years	3 years 8 months 12 days
Aggregate intrinsic value outstanding, vested and exercisable		$ 2,500

SUMMARY OF STOCK WARRANTS (Deta

SUMMARY OF STOCK WARRANTS (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Equity [Abstract]
Warrants, beginning balance | shares
Warrants, Average Exercise Price. beginning balance | $ / shares
Warrants, assumed in merger | shares	56,337
Warrants, Average Exercise Price, assumed in merger | $ / shares	$ 13.64
Issued with convertible debt | shares	785,715
Issued with convertible debt | $ / shares	$ 1.40
Warrants, ending balance | shares	56,337
Warrants, Average Exercise Price, ending balance | $ / shares	$ 2.22

SUMMARY OF RESTRICTED STOCK (De

SUMMARY OF RESTRICTED STOCK (Details)	12 Months Ended
	Dec. 31, 2021shares
Equity [Abstract]
Restricted stock, beginning balance
Restricted stock, assumed in merger	107,993
Restricted stock, ending balance	107,993

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Jan. 22, 2021	Jun. 30, 2021	Dec. 31, 2021	Oct. 30, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, authorized					650,000,000		650,000,000
Common stock, par value per share					$ 0.0001		$ 0.0001
Share based compensation arrangement by share based payment award options grants in period gross
Option exercisable period			2 years		3 years 8 months 12 days
Options exercisable price per share			$ 0.70		$ 3.51
Preferred stock, shares authorized					50,000,000
Preferred stock, par value per share					$ 0.0001
Exchange Agreement [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument face amount					$ 750,000
Debt conversion converted instrument shares issued					500
Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrant to purchase of shares of common stock					56,377
Number of shares pre-split					1,578,549
Larry Wert [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation arrangement by share based payment award options grants in period gross			125,000
Director [Member] | Larry Wert [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation arrangement by share based payment award options grants in period gross			392,857
Several Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation arrangement by share based payment award options grants in period gross		267,857
Four Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation arrangement by share based payment award options grants in period gross		267,857
Consultant [Member] | Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number						50,000
Shall Vest [Member] | Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number						4,174
2021 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [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
2018 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares authorized under plan	339,286			339,286
Number of years shares available for grant				10 years
Option vested	196,491
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Series A Preferred stock conversion to common stock, shares					71,429
Preferred stock, shares authorized					1,000		1,000
Preferred stock, par value per share					$ 0.0001		$ 0.0001
Preferred stock rate					$ 0.05
Prefered stock issued					1,000
Preferred stock, redemption terms					The Series A Preferred can be redeemed at the Company’s option upon payment of a redemption premium between 120% to 135% of the Stated Value of the outstanding Series A Preferred redeemed
Series A Preferred Stock [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares converted					50
Series C Convertible Preferred Stock [Member] | Principal Shareholder And Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares acquisitions					1,000,000
Preferred stock liquidation preference					$ 6.046
Preferred stock rate					$ 2.29
Series C-1 Convertible Preferred Stock [Member] | Principal Shareholder And Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares acquisitions					10,000
Preferred stock liquidation preference					$ 281.25
Preferred stock rate					$ 106.49
Series D Convertible Preferred Stock [Member] | Principal Shareholder And Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares acquisitions					10,000
Preferred stock conversion, percentage					17.80%
Series D Convertible Preferred Stock [Member] | Principal Shareholder And Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock liquidation preference					$ 430
Preferred stock rate					$ 162.81
0% Series A Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock dividend rate percentage					0.00%
Shares issued price per share					$ 1,000
Common Stock [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued					35,714
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, description					The Company is prohibited from effecting the conversion of the Series A Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% upon 61 days’ written notice to the Company), in the aggregate, of the issued and outstanding shares of the common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Series A Preferred stock conversion to common stock, shares					100
Stock issued during period, shares acquisitions					7,500,450
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares acquisitions					4,408,002
Common Stock [Member] | Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number						4,166

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Feb. 16, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 10, 2020
Product Liability Contingency [Line Items]
Property, Plant and Equipment, Gross		$ 12,702,295	$ 12,702,295	$ 16,089,638	$ 108,001.48
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Contract [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			18.80%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | CBD Products [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage		16.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Contract [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage				29.00%
Purchase Vendor [Member] | Customer Concentration Risk [Member] | BSH Vendor [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage				37.00%
Purchase Vendor [Member] | Customer Concentration Risk [Member] | SAT Vendor [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage				26.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			62.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			63.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member] | Minimum [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			31.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member] | Maximum [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			62.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member]
Product Liability Contingency [Line Items]
Concentration Risk, Percentage			2.00%
CMI Mechanical [Member] | Senior Lien [Member]
Product Liability Contingency [Line Items]
Property, Plant and Equipment, Gross					$ 108,001.48
Leslie Buttorff [Member]
Product Liability Contingency [Line Items]
Base salary			$ 380,000
Revenue Increased Due To Consecutive Months			500,000
Common stock upon approval			$ 2,200,000
Annual cash performance		100.00%	100.00%
Buttorff [Member]
Product Liability Contingency [Line Items]
Base salary			$ 780,000
Settlement amount for base salary			$ 1,560,000
Panacea [Member] | Henley Group Inc [Member]
Product Liability Contingency [Line Items]
Damages sought value	$ 45,000
Expected future contracts	$ 720,000

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Loan Quintel [Member]
Related Party Transaction [Line Items]
Accrued Interest	$ 249,939	$ 1,347,356
Interest Expense	772,463	913,063
Related Party Loan CEO Loan [Member]
Related Party Transaction [Line Items]
Accrued Interest	86,060	1,500
Interest Expense	146,245	1,500
Related Party Loan XXII [Member]
Related Party Transaction [Line Items]
Accrued Interest
Interest Expense		583,333
Related Party Loan Line of Credit [Member]
Related Party Transaction [Line Items]
Accrued Interest	29,435
Interest Expense	$ 29,235

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jul. 02, 2021	May 31, 2021	Oct. 31, 2019
Related Party Transaction [Line Items]
Debt instrument, interest rate, stated percentage	90.00%	90.00%
Proceeds from Related Party Debt		$ 2,302,468	$ 5,984,226
Debt obligation outstanding	$ 2,529,248	2,529,248
Capitalized	$ 229,497	229,497
Related party expenses		$ 91,482
XXII Common Stock [Member]
Related Party Transaction [Line Items]
Shares outstanding	1,227,017	1,227,017
Ms. Buttorff [Member]
Related Party Transaction [Line Items]
Debt instrument, interest rate, stated percentage	10.00%	10.00%
Proceeds from Related Party Debt	$ 1,624,000
Line of credit, maximum borrowing capacity				$ 1,000,000
Line of credit		$ 693,468
Officer [Member]
Related Party Transaction [Line Items]
Short term loans notes payable						$ 55,556
Quintel Note [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties	4,062,000	4,062,000
Debt instrument, interest rate, stated percentage					12.00%
Quintel Note [Member] | Quintel-MC Incorporated [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties	$ 4,062,713	$ 4,062,713

EXCHANGE AGREEMENT BETWEEN EX_2

EXCHANGE AGREEMENT BETWEEN EXACTUS, INC. AND PANACEA LIFE SCIENCES, INC. (Details Narrative)	Dec. 31, 2021USD ($)a$ / sharesshares	Jun. 30, 2021USD ($)shares	Jun. 29, 2021shares	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 10, 2020USD ($)
Common stock shares issued	14,073,708			16,915,706
Area of Land | a	234.394
Property, Plant and Equipment, Gross | $	$ 12,702,295			$ 16,089,638	$ 108,001.48
Common stock par value | $ / shares	$ 0.0001			$ 0.0001
Leslie Buttorff [Member]
Notes payable | $	$ 4,300,000
Mortgage notes payable | $	4,300,000
Series C Convertible Preferred Stock [Member]
Preferred stock convertible price			1,000,000
Series C1 Convertible Preferred Stock [Member]
Preferred stock convertible price			10,000
Series D Convertible Preferred Stock [Member]
Preferred stock convertible price			10,000
Panacea Life Sciences Inc [Member]
Investments | $	$ 14,000,000
Common stock shares issued	10,000
Conversion of common stock shares decrease	1,013,333
Conversion of common stock shares increase	719,404
Area of Land | a	10
Property Plant and Equipment Allocated Value | $	$ 2,200,000
[custom:RealPropertyPlantAndEquipmentImprovements-0] | $	1,770,000
[custom:EquipmentMachineryAndOtherPersonalProperty-0] | $	$ 430,000
Exactus Inc [Member]
Conversion of common stock shares decrease	500,000
Conversion of common stock shares increase	7,000,000
Exactus Inc [Member] | Series B Convertible Preferred Stock [Member]
Preferred stock convertible price	7,000,000
Exchange Agreement [Member]
Percentage of common stock exchange rate		100.00%
Exchange Agreement [Member] | Series C Convertible Stock [Member]
Conversion of common stock shares decrease		1,000,000
Conversion of common stock shares increase		2,289,220
Exchange Agreement [Member] | Series C-1 Convertible Stock [Member]
Conversion of common stock shares decrease		10,000
Conversion of common stock shares increase		1,064,907
Exchange Agreement [Member] | Series D Convertible Stock [Member]
Conversion of common stock shares decrease		10,000
Conversion of common stock shares increase		1,628,125
Exchange Agreement [Member] | Common Stock [Member]
Common stock shares issued		16,915,705
Percentage of ownership shareholder		62.00%
Exchange Agreement [Member] | Exactus Inc and Panacea Life Sciences Inc [Member]
Investments | $		$ 14,000,000
Convertible debt | $		$ 7,000,000
Common stock shares issued		1,297,017
Cash | $		$ 5,000,000
Percentage of ownership shareholder		15.19%
Exchange Agreement [Member] | Panacea Life Sciences Inc [Member]
Property, Plant and Equipment, Gross | $	$ 500,000

SCHEDULE OF EFFECTIVE TAX RATE

SCHEDULE OF EFFECTIVE TAX RATE (Details)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21.00%
Increase in valuation allowance	(21.90%)
ROU Assets/Liabilities	(2.70%)
State taxes	3.60%
Income tax (expense) benefit

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details)	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Net Operating Loss Carryforwards	$ 3,848,037
Marketable securities	(382,185)
ROU Assets/Liabilities	(207,389)
Depreciation and amortization	(618,501)
Total deferred tax assets (liabilities)	2,639,962
Valuation Allowance	(2,639,962)
Net deferred tax assets (liabilities)

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Thousands	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Net Operating Loss	$ 21,100
Increase in valuation allowance	$ 4,137

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 03, 2023	May 18, 2022	Dec. 31, 2021	Mar. 03, 2022	Dec. 31, 2020	Dec. 10, 2020
Subsequent Event [Line Items]
Property, Plant and Equipment, Gross			$ 12,702,295		$ 16,089,638	$ 108,001.48
Common stock, par or stated value per share			$ 0.0001		$ 0.0001
Class of Warrant or Right, Exercise Price of Warrants or Rights			2.22
Debt Instrument, Convertible, Conversion Price			$ 1.40
Percentage Rate Maturity Date			80.00%
Debt Instrument, Interest Rate, Stated Percentage			90.00%
Debt Instrument, Redemption Price, Percentage			115.00%
Warrant, Exercise Price		$ 1.40
Debt Conversion, Converted Instrument, Rate			4.99%
Common stock outstanding interest rate			9.99%
Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred Stock, Shares Issued			350		0
Subsequent Event [Member]
Subsequent Event [Line Items]
Accrued interest rate	18.00%
Outstanding principal and accrued interest rate	125.00%
Debt Instrument, Term		5 years
Subsequent Event [Member] | Exchange Agreement [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Effective Percentage				10.00%
Long-term Debt, Gross				$ 385,000
[custom:DebtInstrumentPurchaseWarrant-0]				275,000
Common stock, par or stated value per share				$ 0.0001
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 1.40
Subsequent Event [Member] | Exchange Agreement [Member] | Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred Stock, Shares Issued				350