Medicine Man (SHWZ) 10-K 27 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 26, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Medicine Man Technologies, Inc.
Entity Central Index Key	1,622,879
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 21,620,200
Entity Common Stock, Shares Outstanding		24,027,334
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 748,715	$ 351,524
Accounts receivable, net	461,343	25,000
Accounts receivable, related party	25,719	0
Available for sale securities	0	13,998
Short-term note receivable	191,111	264,016
Inventory	106,091	0
Other assets	42,819	27,479
Total current assets	1,575,798	682,017
Non-current assets
Fixed assets, net of accumulated depreciation of $82,038	150,047	42,126
Intangible assets, net accumulated amortization of $7,388	87,712	3,708
Goodwill	9,304,306	0
Other non-current assets	14,500	0
Total non-current assets	9,556,565	45,834
Total assets	11,132,363	727,851
Current liabilities
Accounts payable	123,251	0
Accounts payable - related party	155,177	0
Derivative liability	0	294,002
Other liabilities	56,495	175
Total current liabilities	334,923	294,177
Long-term liabilities
Note payable - related party	58,280	0
Convertible loan	0	810,000
Total long-term liabilities	58,280	810,000
Total liabilities	393,203	1,104,177
Commitments and Contingencies, note 13
Shareholders' equity
Common stock $0.001 par value. 90,000,000 authorized, 22,991,137 and 10,402,500 were issued and outstanding December 31, 2017 and December 31, 2016, respectively.	23,113	10,403
Additional paid-in capital	13,997,441	1,026,052
Additional paid-in capital - Warrants	3,508,256	0
Accumulated other comprehensive (loss)	0	(4,303)
Retained earnings	(6,789,650)	(1,408,478)
Total Shareholders' equity (deficit)	10,739,160	(376,326)
Total liabilities and stockholders' equity	$ 11,132,363	$ 727,851

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 82,038	$ 22,919
Accumulated amortization	$ 7,388	$ 1,592
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ .001	$ .001
Common stock issued	22,991,137	10,402,500
Common stock outstanding	22,991,137	10,402,500

Statements of Comprehensive (Lo

Statements of Comprehensive (Loss) and Income - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating revenues
Product sales	$ 550,986	$ 0
Product sales - related party	532,222	0
Licensing Fees	1,425,806	589,721
Consulting fees	930,857	0
Reimbursements	47,945	0
Services and Seminar Fees	41,768	41,735
Total revenue	3,529,584	631,456
Cost of services	1,033,678	462,182
Cost of services - related party	268,603	0
Total cost of services	1,302,281	462,182
Gross profit	2,227,303	169,274
Operating expenses
General and administrative	1,369,551	382,641
Professional services	543,314	0
Acquisition costs	150,261	0
Stock based compensation expense	4,805,318	627,200
Officers/Directors incentive compensation	150,392	0
Advertising	183,782	311,522
Salaries	260,635	0
Total operating expenses	7,463,253	1,321,363
Income from operations	(5,235,950)	(1,152,089)
Other income/expense
Interest Income	(30,001)	(14,016)
Net realized loss on available for sale securities	4,706	191,095
Interest expense related to convertible notes	86,020	22,248
Loss on management fee contracts	70,257	0
Interest expense related to derivative liability	0	102,907
Net loss on derivative	14,459	9,950
Other income	(219)	0
Total other expense	145,222	312,184
Net (loss) income	$ (5,381,172)	$ (1,464,273)
Earnings per share attributable to common shareholders:
Basic and diluted (loss)/earnings per share	$ 0.23	$ (0.14)
Weighted average number of shares outstanding - basic and diluted		10,226,086
Other comprehensive income (loss), net of tax
Net unrealized (loss) on available for sale securities		$ 1,200
Total other comprehensive income (loss), net of tax		1,200
Comprehensive (loss) gain	$ (5,381,172)	$ (1,463,073)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Unrealized Loss on AFS	Accumulated Earnings (Loss) [Member]	Total
Beginning balance, shares at Dec. 31, 2015	9,972,500
Beginning balance, value at Dec. 31, 2015	$ 9,973	$ 399,282	$ (10,000)	$ 55,795	$ 455,050
Stock issued as compensation, shares	430,000
Stock issued as compensation, value	$ 430	626,770			627,200
Unrealized gain/(loss) on AFS			5,697		5,697
Net income (loss) for the period				(1,464,273)	(1,464,273)
Ending balance, shares at Dec. 31, 2016	10,402,500
Ending balance, value at Dec. 31, 2016	$ 10,403	1,026,052	(4,303)	(1,408,478)	(376,326)
Stock issued as compensation, shares	1,500,000
Stock issued as compensation, value	$ 1,500	$ 2,539,499			$ 2,540,999
Stock issued for acquisitions, shares	9,258	9,470,130			9,479,388
Additional paid in capital adjustment for warrants		$ 2,100,318			$ 2,100,318
Stock issued for convertible debt, shares	601,648
Stock issued for convertible debt, value	$ 718	787,220			787,938
Stock issued for cash, shares	1,041,912
Stock issued for cash, value	$ 1,044	465,226			466,270
Warrants issued with stock issued for cash		928,828			928,828
Stock issued for services, shares	134,533
Stock issued for services, value	$ 135	163,865			164,000
Stock issued for cash (Related Party), shares	55,000
Stock issued for cash (Related Party), value	$ 55	24,559			24,614
Unrealized gain/(loss) on AFS			4,303		4,303
Net income (loss) for the period				(5,381,172)	(5,381,172)
Ending balance, shares at Dec. 31, 2017	22,991,137
Ending balance, value at Dec. 31, 2017	$ 23,113	$ 17,505,697	$ 0	$ (6,789,650)	$ 10,739,160

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities
Net income for the period	$ (5,381,172)	$ (1,464,273)
Adjustments to reconcile net income to net cash provided by operating activities
Initial fair value of derivative convertible note liability included as interest expense	0	102,907
Loss on derivative, net	14,458	191,095
Stock based compensation	4,805,318	627,200
Depreciation and amortization	63,738	17,370
Changes in operating assets and liabilities
Short term note receivable	72,905	(264,016)
Accounts receivable	(462,062)	58,739
Inventory	(106,091)	0
Other assets	(15,839)	11,242
Accounts payable and other liabilities	334,748	(21,741)
Net cash used from operating activities	(673,997)	(741,477)
Cash flows from investing activities
Purchase of assets	(255,663)	(10,844)
Acquisition investment	217,458	0
Loss from sale of AFS securities	4,303	31,699
Net cash used in investing activities	(33,902)	20,855
Cash flows from financing activities
Cash raised by sale of convertible debt	(80,665)	810,000
Cash from sale of common stock	1,185,755	0
Net cash provided by financing activities	1,105,090	810,000
Net decrease in cash and cash equivalents	397,191	89,378
Cash and cash equivalents - beginning of year	351,524	262,146
Cash and cash equivalents - end of year	748,715	351,524
Supplemental disclosures
Income taxes paid	0	$ 12,475
Non-Cash Transactions
Derivative convertible liability	$ 0

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	Business Description – Business Activity :

1. Liquidity and Capital Resour

1. Liquidity and Capital Resources	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	Cash Flows Cash and cash equivalents are carried at cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $748,715 and $351,524 classified as cash and cash equivalents as of December 31, 2017 and December 31, 2016, respectively. The Company has recently elected to accelerate its organic growth path through additional marketing, team development, intelligent acquisition, and other corporate activities wherein it expects to generate negative cash flow and an additional demand for capital to fuel such growth as described in it subsequent events notes.

2. Critical Accounting Policies

2. Critical Accounting Policies and Estimates	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Critical Accounting Policies and Estimates	Basis of Presentation: Fair Value Measurements: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Use of Estimates: Accounts receivable: AFS Securities: Debt and derivative liability: Short term note receivable: Other assets (current and non-current) : Accounts payable: Other liabilities: Fair Value of Financial Instruments: Revenue recognition and related allowances: Costs of Services Sold General & Administrative Expenses – Advertising and Marketing Costs: Stock based compensation: Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are awarded for previous or current service without further recourse. The Company issued stock options to contractors and external companies that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of payment for services already rendered with no recourse. Share based expense paid to through direct stock grants is expensed as occurred. Since the Company’s stock has become publicly traded, the value is determined based on the number of shares issued and the trading value of the stock on the date of the transaction. Prior to the Company’s stock being traded the Company used the most recent valuation. The Company recognized $4,805,318 in expenses for stock-based compensation to employees and consultants during the twelve months ended December 31, 2017 . Income taxes: Management fee contracts: In March 2017, the Company integrated Pono Publications and Success Nutrients into its operations including a lease for approximately 10,000 square feet of space located at 6660 East 47th Street, Denver, CO 80216. This integration also included four (4) full time team members as well as several independent contractors. From April 1, 2017 to September 30, 2017 the Company has agreed to manage the acquirees through a management fee agreement whereby all cash collected was recognized as other income and all cash expenses were direct costs of the project. As of March 31, 2017, the management contract resulted in cash collections of approximately $100,000 and cash expenditures of approximately $170,000 resulting in a net loss of $70,257 which was presented on a net basis as a loss in the other income portion of the Company’s income statement. As of April 1, 2017, the Company’s consolidated financial statements included these two entities.

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	FASB ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-02 “Leases (Topic 842)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)”

4. Stockholders' Equity

4. Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	The Company’s initial authorized stock at inception was 1,000,000 Common Shares, par value $0.001 per share. In 2016 the Company subsequently amended its Articles of Incorporation to increase its authorized shares to 90,000,000 Common Shares, par value $0.001 per share and 10,000,000 Preferred Shares, par value $0.001 per share. As of December 31, 2016, the Registrant had 10,558,087 shares of Common Stock issued and outstanding. During the three months ended March 31, 2017, the Company issued 145,587 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $254,777. On June 3, 2017, the Company issued 1,400,000 shares of Common Stock under its 2017 Qualified Incentive Plan to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $2,380,000 based upon the closing stock price on June 2, 2017 at $1.70 per share. On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of Common Stock in consideration for the acquisition of Success Nutrients and Pono Publications. On June 3, 2017, the Company issued 2,000,000 warrants to purchase Common Stock to three individuals. See Note 14 for further explanation. During the three months ended June 30, 2017, the Company issued 44,151 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $60,000. On July 26, 2017, the Company issued 2,258,065 shares of Common Stock in consideration for the acquisition of Denver Consulting Group. During the three months ended September 30, 2017, the Company issued 34,533 shares of Common Stock in exchange for services, at a value of $1.39 per share on July 28, 2017. During the three months ended September 30, 2017, the Company sold 937,647 shares of Common Stock to a private investor of the Company, at a value of $1.0665 per share on August 20, 2017. During the three months ended September 30, 2017, the Company issued 100,000 shares of Common Stock in exchange for services, at a value of $1.16 per share on August 29, 2017. During the three months ended September 30, 2017, the Company sold 25,000 shares of Common Stock to Andy Williams, Director of the Board of the Company, at a value of $1.0665 per share on September 20, 2017. During the three months ended September 30, 2017, the Company sold 30,000 shares of Common Stock to Brett Roper, CEO of the Company, at a value of $1.0665 per share on September 20, 2017. On December 21, 2017, the Company issued 100,000 shares of Common Stock to various individuals in consideration of their services rendered in support of the Company resulting in recognizing compensation expense of $161,000 based upon the closing stock price on December 21, 2017 at $1.61 per share. During the three months ended December 31, 2017, the Company sold 10,500 shares of Common Stock to three private investors of the Company, at a value of $1.0665 per share on December 31, 2017. This purchase also included a one to one warrant purchase option priced at $1.33 per share of common stock. During the three months ended December 31, 2017, the Company sold 93,765 shares of Common Stock to a private investor of the Company, at a value of $1.0665 per share on December 31, 2017. This purchase also included a one to one warrant purchase option priced at $1.33 per share of common stock. During the three months ended December 31, 2017, the Company issued 401,909 shares of Common Stock upon conversion of convertible notes in the aggregate amount of $424,310. At December 31, 2017, the Company had 22,991,137 common shares outstanding.

5. Property and Equipment

5. Property and Equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following: December 31, 2017 December 31, 2016 Furniture & Fixtures $ 107,945 $ 11,526 Marketing Display 36,900 42,681 Vehicles 6,000 – Office Equipment 81,240 10,838 $ 232,085 $ 65,045 Less: Accumulated Depreciation (82,038 ) (22,919 ) $ 150,047 $ 42,126 Depreciation on equipment is provided on a straight-line basis over its expected useful life using the following annual rates. Furniture & Fixtures 3 years Marketing Display 3 years Vehicles 3 years Office Equipment 3 years Depreciation expense for the twelve-month periods ending December 31, 2017 and 2016 was $59,117 and $16,833 respectively.

6. Intangible Asset

6. Intangible Asset	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	On May 1, 2014, the Company entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corporation, a Colorado corporation, dba Medicine Man Denver (“Medicine Man Denver”), a company owned and controlled by affiliates of the Company, whereby Medicine Man Denver granted a license to use all of their proprietary processes they have developed, implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical marijuana and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future). As payment for the license rights the Company issued Medicine Man Denver (or its designees) 5,331,000 shares of the Company’s common stock. The Company accounted for this license in accordance with ASC 350-30-30 “Intangibles – Goodwill and Other by recognizing the fair value of the amount paid by the company for the asset at the time of purchase. Since the Company has a limited operating history, management determined to use par value as the value recognized for the transaction. Since the term of the initial license agreement is ten (10) years, the cost of the asset will be recognized on a straight-line basis over the life of the agreement. In addition, each period the Company will evaluate the intangible asset for impairment. As of December 31, 2014, no impairment was deemed necessary. During 2017, the Company attained two intangible assets, Product Agreement & Registration and a Trade Secret. These two intangible assets were acquired due to the result of the acquisition of Success Nutrients and Pono on September 30, 2017. Refer to the Note 9 for further explanation of the purchase price accounting. The Company’s procurement of product registration during the year was within five states and Canada. The Company’s product was registered in California, Oregon, Colorado, Michigan, Arizona, Washington and all of Canada. The registration allows the Company to sell their product within the confines of that region. The registration fees capitalized are the initial costs to obtain the license. The licenses have nominal annual renewal costs. These subscriptions are amortized over a 15-year period. During 2017, the Company incurred an intangible asset due to the development of the products nutrient recipe. The nutrient recipe development was a onetime fee, paid to the Company’s developer. The intellectual property is amortized over the 15-year economic life of the asset. The economic life of the asset is shorter than the indefinite life, which is considered the legal life of the assets, and therefore 15 years is deemed the economic life of the asset. During 2017, the Company attained one additional intangible assets, Product Agreement & Registration. The Company’s procurement of product registration during the year was within seven states. The Company’s product was registered in Florida, Illinois, Maine, Massachusetts, Minnesota, Nevada and Ohio. The registration allows the Company to sell their product within the confines of that region. The registration fees capitalized are the initial costs to obtain the license. The licenses have nominal annual renewal costs. These subscriptions are amortized over a 15-year period. December 31, 2017 December 31, 2016 License Agreement $ 5,300 $ 5,300 Product License and Registration 57,300 – Trade Secret - IP 32,500 – $ 95,100 $ 5,300 Less: accumulated amortization (7,388 ) (1,592 ) $ 87,712 $ 3,708 Amortization expense for the periods ending December 31, 2017 and 2016 was $4,620 and $532, respectively.

7. Convertible Notes and Deriva

7. Convertible Notes and Derivative Liability	12 Months Ended
	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Convertible Notes and Derivative Liability	In the year ended December 31, 2016 the Company raised $810,000 through a private placement of promissory convertible notes with certain accredited investors, bearing interest at 12%, with interest and principal due January 1, 2019. Upon issuance, each of the notes is immediately convertible at the noteholders election into the company’s common stock at $1.75 per share or 90% of the VWAP of the five days following the notice of conversion, whichever is lower. Since the conversion rate can be tied to an underlying item, convertible notes with warrants, are considered to be a derivative that is recorded as a liability at fair value and adjusted to fair value at the conclusion of each reporting period. The underlying assumptions used in the Black Scholes model to determine the fair value of the derivative liability were based on the individual date the notes were closed, volatility, the risk-free rate, the exercise price and the stock price at conversion. The total liability as of December 31, 2017, and December 31, 2016, respectively, was $0 and $294,002 and presented on the current liability section of the balance sheet as the conversion can be exercised at any time at the note holders’ request. During the last three months of 2017, all outstanding convertible note holders either converted their notes or the Company paid monies owed in full. As stated above, the liability at December 31, 2017 is $0.

8. Related Party Transactions

8. Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	As of December 31, 2017, the Company had eight related parties, Future Vision dba Medicine Man Denver, Josh Haupt, Andy Williams, Future Vision, Med Pharm Holdings, Brett Roper, De Best Inc. and Super Farm LLC. One of the Officers of the Company, Joshua Haupt, currently owns 20% of both De Best and Super Farm. Additionally, one of the Directors of the Company, Andy Williams, currently owns 38% of Medicine Man Denver, Future Vision and Med Pharm Holdings. During the twelve months ended December 31, 2017, the Company had sales from Super Farm LLC totaling $207,827 and $72,585 sales from De Best Inc. The Company give’s a larger discount on nutrient sales to related parties than non-related parties. As of December 31, 2017, the Company had accounts receivable balance with Super Farm LLC totaling $7,519 and $6,404 accounts receivable from De Best Inc. During the twelve months ended December 31, 2017, the Company had cost of sales associated with Super Farm LLC totaling $104,259 and $37,830 from De Best Inc. During the twelve months ended December 31, 2017, the Company had sales from Medicine Man Denver totaling $242,720 and cost of sales totaling $121,360. As of December 31, 2017, the Company had an accounts payable balance owed to Josh Haupt totaling $7,013 and $4,080 owed to Future Vision. As of December 31, 2017, the Company had an accounts payable balance owed to Andy Williams totaling $100,000 (related to a repayment commitment of convertible debt that was subsequently converted to debt owner by Andy Williams to the original convertible note holder) and $44,084 owed to Brett Roper (related to FY 2017 bonus payment. As of December 31, 2017, the Company had an accounts receivable balance owed from Future Vision totaling $4,836 and $6,960 owed from Medicine Man Denver. During the twelve months ended December 31, 2017, the Company had sales from Med Pharm Holdings totaling $4,495 and cost of sales totaling $1,498. During the twelve months ended December 31, 2017, the Company had sales from Future Vision totaling $11,738. During the three months ended September 30, 2017, the Company sold 25,000 shares of Common Stock to Andy Williams, Director of the Board of the Company, at a value of $1.0665 per share. During the three months ended September 30, 2017, the Company sold 30,000 shares of Common Stock to Brett Roper, CEO of the Company, at a value of $1.0665 per share.

9. Goodwill and Acquisition Acc

9. Goodwill and Acquisition Accounting	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Acquisition Accounting	On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of its common stock for 100% ownership of both Success Nutrients and Pono Publications. The Company utilized purchase price accounting stating that net book value of the assets acquired approximates their respective fair market value. The purchase price accounting resulted in $6,301,080 of Goodwill. The ASC at 350-20-35-3A directs that “An entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company had a valuation done at this time and the value exceeded the purchase price indicating that there would not be any impairment. On July 21, 2017, the Company issued 2,258,065 shares of its Common Stock for 100% ownership of Denver Consulting Group (“DCG”). The Company utilized purchase price accounting stating that net book value of the assets acquired approximates their respective fair market value of the assets acquired. The purchase price accounting resulted in $3,003,226 of Goodwill. The FASB ASC at 350-20-35-3A directs that “an entity may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill”. The Company obtained an independent valuation of the DCG on September 27, 2017. The fair market value on September 27, 2017 of DCG was $3,650,000, thus creating a fair market value greater than the carrying value of Goodwill. The FASB ASC at 350-20-35-3D directs that “If an entity determines that it is not more likely that the fair value of a reporting unit is less than its carrying amount, then Goodwill impairment is unnecessary.” As of December 31, 201, the Company determined that no impairment is necessary given the recent valuations and no change in qualitative factors. As of December 31, 2017, the Company’s Goodwill has a balance of $9,304,306. This amount consisted of $3,003,226 from the DCG acquisition and $6,301,080 from the Pono and Success Nutrients acquisition.

10. Net Income (Loss) per Share

10. Net Income (Loss) per Share	12 Months Ended
	Dec. 31, 2017
Earnings per share attributable to common shareholders:
Net Income (Loss) per Share	In accordance with ASC Topic 280 – “Earnings per Share”, the basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company's quarterly earnings (loss) for the period ended December 31, 2017 and 2016 basic and diluted (loss)/earnings per share was $(0.23) and $(0.14), respectively.

11. Inventory

11. Inventory	12 Months Ended
	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory	As of December 31, 2017, and December 31, 2016, respectively, the Company had $106,091 and $0 of finished goods inventory. The Company only has finished goods within inventory because it does not produce any of its products. All inventory is produced by a third party. The inventory valuation method that the Company uses is the FIFO method. During 2017 and 2016, the company had $0 obsolescence within their inventory.

12. Note Payable

12. Note Payable	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Note Payable	As of December 31, 2017, and December 31, 2016, the Company had a note payable balance of $58,280 and $0, respectively. The note payable is a balance that is due to an officer of the Company, Joshua Haupt. The balance of this note was paid in full in February of 2018 as described in the subsequent events notes.

13. Commitments and Concentrati

13. Commitments and Concentrations	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Concentrations	Office Lease – Denver, Colorado 2018 fiscal year $ 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000 Office and Warehouse Lease – Denver, Colorado th 2018 fiscal year $ 118,528 2019 fiscal year 121,728 2020 fiscal year 124,928 The Company notes that this lease is accelerated and the deferred rent expense at December 31, 2017 is $36,796. This amount is booked in “Other liabilities” and is noted above in “Note 1.”

14. Warrants

14. Warrants	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Warrants	The Company issued one round of warrants related to various equity transactions that was approved by the Board on June 3, 2017 and issued on June 19, 2017. Since the terms weren’t established until June 19, 2017, these were valued on this date per the signed agreements and issuance on June 19, 2017. The Company accounts for its warrants issued in accordance with the US GAAP accounting guidance under ASC 480. We estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option pricing model as described in the stock-based compensation section above, based on the estimated market value of the underlying common stock at the valuation measurement date of $1.50, the remaining contractual term of the warrant of 2.5 years, risk-free interest rate of 1.38% and expected volatility of the price of the underlying common stock of 126%. There is a moderate degree of subjectivity involved when using option pricing models to estimate the warrants and the assumptions used in the Black Scholes option-pricing model are moderately judgmental. During the period ended December 31, 2017, the Company issued 2,000,000 common stock purchase warrants to three employees of the Company with an exercise price of $1.445 per share for a period of time expiring on December 31, 2019. As of December 31, 2017, none of the warrants were exercised. Stock-based compensation expense recognized for warrants during the twelve-month period ended December 31, 2017 was $2,100,318. During the period ended December 31, 2017, the Company issued 1,500,566 common stock purchase warrants under the Private Placement Memorandum (PPM) with an exercise price of $1.33 per share for a period of time expiring on March 17, 2019. As of December 31, 2017, none of the warrants were exercised. The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Number of shares Exercise Price Balance as of January 1, 2017 – – Warrants issued 2,000,000 $ 1.445 Warrants issued 1,500,566 $ 1.33 Warrants exercised – – Balance as of December 31, 2017 3,500,566

15. Tax Provision

15. Tax Provision	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Tax Provision	The Company utilizes FASB ASC 740, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry forwards. The Company had no tax provisions as of December 31, 2017 and December 31, 2016. The Company had a net loss during the year ended December 31, 2017 and the deferred tax asset has a full valuation against it. The Company is registered in the State of Colorado and is subject to the United States of America tax law. As of December 31, 2017, the Company had incurred no income on a tax basis resulting in the Company calculating that it owed $0 to the federal government at December 31, 2017 and $0 at December 31, 2016. In addition, the Company owed the State of Colorado $0 in 2017 and $0 at December 31, 2016. As the Company generated a loss from operations in the year ended December 31, 2017 the Company did not recognize any additional tax expense.

16. Subsequent Events

16. Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	During January 2018, the warrants that were approved by the Board on June 3, 2017 and issued on June 19, 2017 were all exercised during January of 2018. All of these warrants were exercised on a cashless basis at $1.445 per share. During February 2018, the Company also retired the outstanding debt to Joshua Haupt in the amount of $58,280. As of the filing date of this report, there are no other material subsequent events.

2. Critical Accounting Polici24

2. Critical Accounting Policies and Estimates (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation:
Fair Value Measurements	Fair Value Measurements: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs.
Use of Estimates	Use of Estimates:
Accounts receivable	Accounts receivable:
AFS Securities	AFS Securities:
Debt and derivative liability	Debt and derivative liability:
Short-term note receivable	Short term note receivable:
Other assets (current and non-current)	Other assets (current and non-current):
Accounts payable	Accounts payable:
Other liabilities	Other liabilities:
Fair Value of Financial Instruments	Fair Value of Financial Instruments:
Revenue recognition and related allowances	Revenue recognition and related allowances:
Cost of Services Sold	Costs of Services Sold
General and Administrative Expenses	General & Administrative Expenses –
Advertising and Marketing Costs	Advertising and Marketing Costs:
Stock-based compensation	Stock based compensation: Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are awarded for previous or current service without further recourse. The Company issued stock options to contractors and external companies that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of payment for services already rendered with no recourse. Share based expense paid to through direct stock grants is expensed as occurred. Since the Company’s stock has become publicly traded, the value is determined based on the number of shares issued and the trading value of the stock on the date of the transaction. Prior to the Company’s stock being traded the Company used the most recent valuation. The Company recognized $4,805,318 in expenses for stock-based compensation to employees and consultants during the twelve months ended December 31, 2017 .
Income taxes	Income taxes:
Management fee contracts	Management fee contracts: In March 2017, the Company integrated Pono Publications and Success Nutrients into its operations including a lease for approximately 10,000 square feet of space located at 6660 East 47th Street, Denver, CO 80216. This integration also included four (4) full time team members as well as several independent contractors. From April 1, 2017 to September 30, 2017 the Company has agreed to manage the acquirees through a management fee agreement whereby all cash collected was recognized as other income and all cash expenses were direct costs of the project. As of March 31, 2017, the management contract resulted in cash collections of approximately $100,000 and cash expenditures of approximately $170,000 resulting in a net loss of $70,257 which was presented on a net basis as a loss in the other income portion of the Company’s income statement. As of April 1, 2017, the Company’s consolidated financial statements included these two entities.

5. Property and Equipment (Tabl

5. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and equipment table	December 31, 2017 December 31, 2016 Furniture & Fixtures $ 107,945 $ 11,526 Marketing Display 36,900 42,681 Vehicles 6,000 – Office Equipment 81,240 10,838 $ 232,085 $ 65,045 Less: Accumulated Depreciation (82,038 ) (22,919 ) $ 150,047 $ 42,126
Schedule of property and equipment useful lives	Furniture & Fixtures 3 years Marketing Display 3 years Vehicles 3 years Office Equipment 3 years

6. Intangible Asset (Tables)

6. Intangible Asset (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
License Agreement	December 31, 2017 December 31, 2016 License Agreement $ 5,300 $ 5,300 Product License and Registration 57,300 – Trade Secret - IP 32,500 – $ 95,100 $ 5,300 Less: accumulated amortization (7,388 ) (1,592 ) $ 87,712 $ 3,708

13. Commitments and Concentra27

13. Commitments and Concentrations (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of future operating lease obligation	Office Lease – Denver, Colorado 2018 fiscal year $ 154,174 2019 fiscal year 171,000 2020 fiscal year 29,000 Office and Warehouse Lease – Denver, Colorado th 2018 fiscal year $ 118,528 2019 fiscal year 121,728 2020 fiscal year 124,928

14. Warrants (Tables)

14. Warrants (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Schedule of warrant activity	Number of shares Exercise Price Balance as of January 1, 2017 – – Warrants issued 2,000,000 $ 1.445 Warrants issued 1,500,566 $ 1.33 Warrants exercised – – Balance as of December 31, 2017 3,500,566

1. Liquidity and Capital Reso29

1. Liquidity and Capital Resources (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 748,715	$ 351,524	$ 262,146

2. Critical Accounting Polici30

2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounts receivable	$ 487,062	$ 25,000
Accounts receivable written off	0
Available for sale securities, fair value	0	13,998
Short term note receivable, face value	250,000
Short term note receivable, reserved balance	102,906
Other assets	57,319	27,479
Accounts payable	278,428	0
Other liabilities	56,495	175
Advertising and marketing expense	183,782	311,522
Stock based compensation expense	4,805,318	$ 627,200
Prepaid Registrations [Member]
Other assets	26,056
Security Deposits [Member]
Other assets	24,500
Prepaid Inventory [Member]
Other assets	6,763
Customer Deposits [Member]
Other liabilities	19,700
Deferred Rent Expense [Member]
Other liabilities	$ 36,795

4. Stockholders' Equity (Detail

4. Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2017
Stock issued upon conversion of convertible notes, value				$ 787,938
Stock issued for services, value				$ 164,000
Stock issued for acquisitions, shares				9,479,388
Common Stock | July 28, 2017 [Member]
Stock issued for services, shares issued				34,533
Stock price	$ 1.39			$ 1.39
Common Stock | August 29, 2017 [Member]
Stock issued for services, shares issued				100,000
Stock price	1.16			$ 1.16
Success Nutrients and Pono Publications [Member]
Stock issued for acquisitions, shares				7,000,000
Denver Consulting Group [Member]
Stock issued for acquisitions, shares				2,258,065
Various Individuals [Member] | December 21, 2017 [Member]
Compensation expense				$ 161,000
Stock issued for services, shares issued				100,000
Stock price	1.61			$ 1.61
Three Individuals [Member]
Warrants issued				2,000,000
Private Investor [Member] | August 20, 2017 [Member]
Stock price	1.0665			$ 1.0665
Stock issued new, shares				937,647
Private Investor [Member] | December 31, 2017 [Member]
Stock price	1.0665			$ 1.0665
Stock issued new, shares				93,765
Andy Williams [Member] | September 20, 2017 [Member]
Stock price	1.0665			$ 1.0665
Stock issued new, shares				25,000
Brett Roper [Member] | September 20, 2017 [Member]
Stock price	1.0665			$ 1.0665
Stock issued new, shares				30,000
Three Private Investors [Member] | December 31, 2017 [Member]
Stock price	$ 1.0665			$ 1.0665
Stock issued new, shares				10,500
2017 Qualified Incentive Plan [Member] | Various Individuals [Member]
Compensation expense				$ 2,380,000
Stock issued for services, shares issued				1,400,000
Conversion of convertible notes [Member]
Stock issued upon conversion of convertible notes, shares	401,909	44,151	145,587
Stock issued upon conversion of convertible notes, value	$ 424,310	$ 60,000	$ 254,777

5. Property and Equipment (Deta

5. Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property and Equipment, gross	$ 232,085	$ 65,045
Less: Accumulated Depreciation	(82,038)	(22,919)
Property and equipment, net	150,047	42,126
Furniture and Fixtures [Member]
Property and Equipment, gross	107,945	11,526
Marketing Display [Member]
Property and Equipment, gross	36,900	42,681
Vehicles [Member]
Property and Equipment, gross	6,000	0
Office Equipment [Member]
Property and Equipment, gross	$ 81,240	$ 10,838

5. Property and Equipment (De33

5. Property and Equipment (Details - Expected life)	12 Months Ended
	Dec. 31, 2017
Furniture and Fixtures [Member]
Estimated useful life	3 years
Marketing Display [Member]
Estimated useful life	3 years
Vehicles [Member]
Estimated useful life	3 years
Office Equipment [Member]
Estimated useful life	3 years

5. Property and Equipment (De34

5. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 59,117	$ 16,833

6. Intangible Asset (Details)

6. Intangible Asset (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Intangible assets, gross	$ 95,100	$ 5,300
Less: accumulated amortization	(7,388)	(1,592)
Intangible assets, net	87,712	3,708
License Agreement [Member]
Intangible assets, gross	5,300	5,300
Product License and Registration [Member]
Intangible assets, gross	57,300	0
Trade Secret [Member]
Intangible assets, gross	$ 32,500	$ 0

6. Intangible Asset (Details Na

6. Intangible Asset (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4,620	$ 532

7. Convertible Notes and Deri37

7. Convertible Notes and Derivative Liability (Details - Derivative liability) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Debt Disclosure [Abstract]
Proceeds from convertible debt	$ 810,000
Convertible note balance	$ 294,002	$ 0

8. Related Party Transactions (

8. Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenue from related parties	$ 532,222	$ 0
Super Farm LLC [Member]
Revenue from related parties	207,827
Accounts receivable from related parties	7,519
Cost of sales from related parties	104,259
De Best [Member]
Revenue from related parties	72,585
Accounts receivable from related parties	6,404
Cost of sales from related parties	37,830
Medicine Man Denver [Member]
Revenue from related parties	242,720
Accounts receivable from related parties	6,960
Cost of sales from related parties	121,360
Josh Haupt [Member]
Accounts payable to related party	7,013
Andy Williams [Member]
Accounts payable to related party	$ 100,000
Stock issued for cash, shares	25,000
Stock price	$ 1.0665
Brett Roper [Member]
Accounts payable to related party	$ 44,084
Stock issued for cash, shares	30,000
Stock price	$ 1.0665
Future Vision [Member]
Revenue from related parties	$ 11,738
Accounts receivable from related parties	4,836
Accounts payable to related party	4,080
Med Pharm Holdings [Member]
Revenue from related parties	4,495
Cost of sales from related parties	$ 1,498

9. Goodwill and Acquisition A39

9. Goodwill and Acquisition Accounting (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock issued for acquisition, shares	9,479,388
Goodwill	$ 9,304,306	$ 0
Success Nutrients and Pono Publications [Member]
Stock issued for acquisition, shares	7,000,000
Goodwill	$ 6,301,080
Denver Consulting Group [Member]
Stock issued for acquisition, shares	2,258,065
Goodwill	$ 3,003,226

10. Net Income (Loss) per Sha40

10. Net Income (Loss) per Share (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Earnings per share attributable to common shareholders:
Basic and diluted earnings/(loss) per share	$ 0.23	$ (0.14)

11. Inventory (Details Narrativ

11. Inventory (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Finished goods inventory	$ 106,091	$ 0
Inventory obsolescence	$ 0

12. Note Payable (Details Narra

12. Note Payable (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Josh Haupt [Member]
Note payable	$ 58,280	$ 0

13. Commitments and Concentra43

13. Commitments and Concentrations (Details)	Dec. 31, 2017USD ($)
Office Lease [Member]
Future operating lease commitment, 2018	$ 154,174
Future operating lease commitment, 2019	171,000
Future operating lease commitment, 2020	29,000
Office and Warehouse Lease [Member]
Future operating lease commitment, 2018	118,528
Future operating lease commitment, 2019	$ 121,728

13. Commitments and Concentra44

13. Commitments and Concentrations (Details Narrative)	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
Deferred rent expense	$ 36,796

14. Warrants (Details)

14. Warrants (Details) - Warrants [Member]	12 Months Ended
	Dec. 31, 2017shares
Warrants outstanding, beginning balance	0
Warrants issued	3,500,566
Settlements	0
Warrants outstanding, ending balance	3,500,566

14. Warrants (Details Narrative

14. Warrants (Details Narrative) - Warrants [Member]	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Warrants issued	3,500,566
PPM [Member]
Warrants issued	1,500,566
Warrant exercise price | $ / shares	$ 1.33
Warrant expiration date	Mar. 17, 2019
Warrants exercised	0
Three Employees [Member]
Warrants issued	2,000,000
Warrant exercise price | $ / shares	$ 1.445
Warrant expiration date	Dec. 31, 2019
Warrants exercised	0
Stock based compensation | $	$ 2,100,318

15. Tax Provision (Details Narr

15. Tax Provision (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Internal Revenue Service (IRS) [Member]
Income tax liability	$ 0	$ 0
State of Colorado [Member]
Income tax liability	$ 0	$ 0