Medicine Man (SHWZ) 10-Q 12 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 08, 2019
Cover [Abstract]
Entity Registrant Name	Medicine Man Technologies, Inc.
Entity Central Index Key	0001622879
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		39,952,628
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	000-55450

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 15,204,587	$ 321,788
Accounts receivable	1,901,019	1,180,757
Accounts receivable - related party	490,485	125,112
Inventory	407,708	489,239
Other assets	774,856	50,824
Total current assets	18,778,655	2,167,720
Non-current assets
Fixed assets, net accumulated depreciation of $189,896 and $149,015	61,072	94,640
Goodwill	12,304,306	12,304,306
Intangible assets, net accumulated amortization of $19,058 and $13,903	76,309	81,197
Investment	741,307	2,199,344
Accounts receivable - litigation	3,063,968	1,281,511
Note receivable, noncurrent, net	237,246	92,888
Note receivable - related party	487,695	0
Operating lease right of use assets	168,344	0
Total noncurrent assets	17,140,247	16,053,886
Total assets	35,918,902	18,221,606
Current liabilities
Accounts payable	915,651	202,515
Accounts payable - related party	20,703	71,312
Accrued expenses	485,292	291,084
Derivative liabilities	5,852,649	0
Income taxes payable	582,931	582,931
Total current liabilities	7,857,226	1,147,842
Noncurrent liabilities
Lease liabilities	121,835	0
Total noncurrent liabilities	121,835	0
Total liabilities	7,979,061	1,147,842
Commitments and Contingencies, note 13
Shareholders' equity
Common stock $0.001 par value. 90,000,000 authorized, 39,369,511 and 27,753,310 were issued and outstanding September 30, 2019 and December 31, 2018, respectively.	39,490	27,875
Additional paid-in capital	44,656,071	20,239,163
Additional paid-in capital - warrants	2,647,461	2,647,461
Retained earnings	(19,403,181)	(5,840,735)
Total Shareholders' equity	27,939,841	17,073,764
Total liabilities and stockholders' equity	$ 35,918,902	$ 18,221,606

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 189,896	$ 149,015
Accumulated amortization	$ 18,791	$ 13,903
Common stock authorized	90,000,000	90,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock issued	39,369,511	27,753,310
Common stock outstanding	39,369,511	27,753,310

Statement of Comprehensive (Los

Statement of Comprehensive (Loss) and Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Operating revenues
Total revenue	$ 5,338,869	$ 4,672,519	$ 9,100,164	$ 7,301,243
Cost of goods and services
Cost of goods and services	2,786,244	459,280	5,471,369	1,213,194
Total cost of goods and services	2,786,244	459,280	5,471,369	1,213,194
Gross profit	2,552,625	4,213,239	3,628,795	6,088,049
Operating expenses
Selling, general and administrative expenses	718,990	259,900	1,092,702	710,647
Professional services	837,940	177,103	3,602,772	657,694
Salaries, benefits and related expenses	980,432	568,451	1,862,990	1,340,724
Stock based compensation	940,870	837,500	3,166,276	837,500
Derivative expense - contingent compensation	0	0	5,400,559	0
Total operating expenses	3,478,232	1,842,954	15,125,299	3,546,565
Income from operations	(925,607)	2,370,285	(11,496,504)	2,541,484
Other income (expense)
Interest income (expense), net	36,462	(17,794)	(155,815)	22,439
Other income (expense)	0	0	0	(4,316)
Unrealized gain (loss) on derivative liabilities	(197,526)	0	(452,090)	0
Unrealized gain (loss) on investments	(741,307)	2,598,110	(1,458,037)	2,598,110
Total other income (expense)	(902,371)	2,580,316	(2,065,942)	2,616,233
Net income (loss)	$ (1,827,978)	$ 4,950,601	$ (13,562,446)	$ 5,157,717
Earnings (loss) per share attributable to common shareholders:
Basic and diluted earnings (loss) per share	$ (0.05)	$ 0.18	$ (0.44)	$ 0.19
Weighted average number of shares outstanding - basic and diluted	35,115,889	27,578,310	31,136,392	27,578,310
Other comprehensive income (loss), net of tax
Total other comprehensive income (loss), net of tax	$ 0	$ 0	$ 0	$ 0
Comprehensive income (loss)	(1,827,978)	4,950,601	(13,562,446)	5,157,717
Product sales, net [Member]
Operating revenues
Total revenue	2,147,182	239,085	4,743,391	797,381
Product sales - related party, net [Member]
Operating revenues
Total revenue	613,014	143,761	893,084	425,499
Consulting, licensing and Cultivation Max fees [Member]
Operating revenues
Total revenue	781,021	3,244,285	1,657,286	4,972,573
Litigation Revenue [Member]
Operating revenues
Total revenue	1,782,457	1,015,154	1,782,457	1,015,154
Other Operating Revenues [Member]
Operating revenues
Total revenue	$ 15,195	$ 30,234	$ 23,946	$ 90,636

Statement Of Changes In Stockho

Statement Of Changes In Stockholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings	Total
Beginning balance, shares at Dec. 31, 2017	22,991,137
Beginning balance, value at Dec. 31, 2017	$ 23,113	$ 17,505,697	$ (6,789,650)	$ 10,739,160
Net income (loss)			5,157,717	5,157,717
Issuance of common stock in connection with sales made under private or public offerings, shares	937,647
Issuance of common stock in connection with sales made under private or public offerings, value	$ 938	992,062		1,000,000
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares	1,091,197
Issuance of common stock in connection with the exercise of common stock purchase warrants, value	$ 1,091	(1,091)
Issuance of common stock as compensation to employees, officers and/or directors, shares	625,000
Issuance of common stock as compensation to employees, officers and/or directors, value	$ 625	836,875		837,500
Issuance of common stock in connection with the acquisition of a business, shares	1,933,329
Issuance of common stock in connection with the acquisition of a business, value	$ 1,933	2,998,067		3,000,000
Ending balance, shares at Sep. 30, 2018	27,578,310
Ending balance, value at Sep. 30, 2018	$ 27,700	22,338,610	(1,631,933)	20,734,377
Beginning balance, shares at Dec. 31, 2018	27,753,310
Beginning balance, value at Dec. 31, 2018	$ 27,875	22,886,624	(5,840,735)	17,073,764
Net income (loss)			(13,562,446)	(13,562,446)
Issuance of common stock in connection with sales made under private or public offerings, shares	9,800,000
Issuance of common stock in connection with sales made under private or public offerings, value	$ 9,800	19,590,200		19,600,000
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares	452,426
Issuance of common stock in connection with the exercise of common stock purchase warrants, value	$ 452	601,274		601,726
Issuance of common stock as compensation to employees, officers and/or directors, shares	1,190,000
Issuance of common stock as compensation to employees, officers and/or directors, value	$ 1,190	2,723,710		2,724,900
Issuance of common stock in exchange for consulting, professional and other services, shares	173,775
Issuance of common stock in exchange for consulting, professional and other services, value	$ 173	305,348		305,521
Stock based compensation expense related to common stock options		1,196,376		1,196,376
Ending balance, shares at Sep. 30, 2019	39,369,511
Ending balance, value at Sep. 30, 2019	$ 39,490	$ 47,303,532	$ (19,403,181)	$ 27,939,841

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities
Net income for the period	$ (13,562,446)	$ 5,157,717
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	45,768	54,253
Common stock issued in exchange for fees and services	210,521	0
Derivative expense	5,400,559	0
Loss on change in derivative liabilities	452,090	0
Loss on investment, net	1,458,037
Stock based compensation	3,921,276	837,500
Changes in operating assets and liabilities
Note receivable	0	2,561
Accounts receivable	(2,868,093)	(1,566,811)
Inventory	81,530	(335,869)
Prepaid expense and other current assets	(629,032)	(3,580)
Operating lease right of use assets and liabilities	(67,839)	0
Accounts payable and other liabilities	878,066	(61,879)
Net cash used from operating activities	(4,679,562)	4,083,892
Cash flows from investing activities
Purchase of fixed assets	(7,312)	0
Sale of assets	0	16,187
Short term debt	0	(58,280)
Issuance of notes receivable	(632,053)	0
Investment proceeds	0	(5,260,840)
Net cash used in investing activities	(639,365)	(5,302,933)
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs	19,600,000	1,000,000
Proceeds for exercise of common stock purchase warrants, net of issuance costs	601,726	0
Net cash earned for financing activities	20,201,726	1,000,000
Net decrease in cash and cash equivalents	14,882,799	(219,041)
Cash and cash equivalents - beginning of period	321,788	748,715
Cash and cash equivalents - end of period	$ 15,204,587	$ 529,674

Organization and Nature of Oper

Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	Organization and Nature of Operations Business Description – Business Activity Medicine Man Technologies Inc. (the "Company") incorporated on March 20, 2014, in the State of Nevada. On May 1, 2014, the Company entered into an exclusive Technology License Agreement with Medicine Man Denver, Inc., f/k/a Medicine Man Production Corporation, a Colorado corporation (“Medicine Man Denver”) whereby Medicine Man Denver granted it 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) (the “Medicine Man Denver License Agreement”). The Company commenced its business on May 1, 2014 and currently generate revenues derived from licensing agreements with cannabis related entities, as well as sponsoring seminars offered to the cannabis industry and other business endeavors related to our core competencies.

1. Liquidity and Capital Resour

1. Liquidity and Capital Resources	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	1. Liquidity and Capital Resources During the quarters ending September 30, 2019 and 2018, the Company primarily used revenues from its operation supplemented by cash to fund its operations. 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 $15,204,587 and $321,788 classified as cash and cash equivalents as of September 30, 2019, and December 31, 2018, respectively. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be more than the insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. In an effort to mitigate credit risk, the Company may purchase highly liquid investments with an original maturity of three months or less. At September 30, 2019, the Company had two United States Treasury Bills with a maturity date of October 15, 2019 and bearing interest at a rate of approximately 1.69%. The following table depicts the composition of the Company’s cash and cash equivalents as of September 30, 2019, and December 31, 2018: September 30, 2019 December 31, 2018 Deposits placed with banks $ 2,974,122 $ 321,788 United States Treasury Bills 12,230,465 – Total cash and cash equivalents $ 15,204,587 $ 321,788 The Company has recently elected to accelerate its organic growth path through additional marketing, team development, synergistic acquisitions, and other corporate activities wherein it expects to generate negative cash flow and an additional demand for capital to fuel such growth. The Company has commenced legal action against a client for breach of contract, adding a significant value to its receivables for fees that had been booked due to forbearance grants by the Company that were subsequently violated, causing the Company to increase its receivables accordingly (see Part II, Item 1, Legal Proceedings for more information).

2. Critical Accounting Policies

2. Critical Accounting Policies and Estimates	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Critical Accounting Policies and Estimates	2. Critical Accounting Policies and Estimates Basis of Presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: 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. The Company’s 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 the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): September 30, 2019 December 31, 2018 Level 3 – Non-marketable securities – non-recurring $ 741,307 $ 2,199,344 Non-Marketable Securities at Fair Value on a Nonrecurring Basis Certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies. Fair Value of Financial Instruments The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Available for sale securities are recorded at current market value as of the date of this report. Accounts Receivable The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to licensing and consulting revenues are recorded at the time the milestone results in the funds being due being achieved, services are delivered, and payment is reasonably assured. Licensing and consulting revenues are generally collected from 30 to 60 days after the invoice is sent. The following table depicts the composition of our accounts receivable as of September 30, 2019, and December 31, 2018: September 30, 2019 December 31, 2018 Accounts receivable – trade $ 1,901,019 $ 1,180,757 Accounts receivable – related party 490,485 125,112 Accounts receivable – litigation, non-current 3,063,968 1,281,511 Total accounts receivable $ 5,455,472 $ 2,587,380 The Company commenced legal action against a customer for breach of contract, adding a significant value to its receivables for fees that had been booked, due to forbearance grants by the Company that were subsequently violated, causing the Company to increase its receivables accordingly. At September 30, 2019 and December 31, 2018, the accounts receivable for this matter totaled $2,773,321 and $990,864, and the related revenue recorded totaled $1,782,457 and $1,015,154 for the nine months ended September 30, 2019 and 2018, respectively. On June 7, 2019 the company filed a complaint against a second customer in Clark County, Nevada, for, amongst other causes of action, breach of contract. On July 17, 2019, the parties stipulated to stay the case in favor of arbitration. Since that time, the parties have been in the process of mutually agreeing upon an arbitrator, which has now completed. The parties are now in the process of scheduling the arbitration. As of September 30, 2019, and December 31, 2018 the accounts receivable for this matter totaled $290,647. The Company provided services to this customer for a period of thirteen months, agreeing conditionally to three modifications in December of 2017, March of 2018, and May of 2018 to forego certain revenue sharing payments in accordance with the agreement with the customer, which were subsequently breached by the customer. In July 2018, the Company engaged legal counsel and filed a complaint in Clark County, Nevada, which alleged breach of contract and sought general, special, and punitive damages in the amount of $3,876,850. On August 2, 2019, a jury in the District Court of Clark County, Nevada found in favor of the Company and awarded the Company damages totaling $2,773,321 (See Part II, Item 1, Legal Proceedings for more information). The Company has classified the awarded amount receivable as a non-current asset since the customer has subsequently filed an appeal. On March 22, 2019, the Company entered into an Agreement of Sale of Future Receipts (“Factoring Agreement”) with Libertas Funding, LLC (“Purchaser”). Under the terms of the Factoring Agreement, the Purchaser acquired $810,000 of certain future receivables from the Company for $582,000 in net proceeds. The Company is required to repay Purchaser $24,107 weekly for an estimated term of eight months. On July 2, 2019, the Company repaid $436,607 which represented all remaining amounts owed under the Factoring Agreement. The Company recorded $192,277 in interest expense related to the Factoring Agreement during the nine months ended September 30, 2019. Due to the low volume of write offs, the Company uses the direct write off method versus having an allowance for uncollectible debts. The Company recorded wrote off $6,423 of its accounts receivable during the three and nine months ended September 30, 2019. The Company did not write off any of its accounts receivable in either of the nine-month periods ending September 30, 2018. The Company analyzed the contract, associated revenue and litigation process under ASC 606, Revenue from Contracts with Customers Paragraph 606-10-25 states that an entity transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: · The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs. · The entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. · The entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Paragraph 606-10-25 further states that the process for determining the proper treatment for a contract modification includes three steps: · Determine whether a change to a contract qualifies as a contract modification. · Determine whether the modification should be treated as a separate, standalone contract or as a modification of the original contract. If the contract is a separate contract, the entity follows the five-step model to determine how to recognize revenue. If the modification is not treated as a separate contract, the entity continues to Step 3. · Determine appropriate accounting treatment for contract modification not accounted for as a separate contract. ASC 606 defines a contract modification as a change in scope and/or price to an original contract, or any change to the enforceable rights and obligations of the parties to the original contract. Enforceable rights and obligations are those that are approved by both parties and legally required. A contract modification does not need to be written; enforceable changes can be the result of oral agreements or implied through customary business practices. The effect that the modification has on the transaction price, and on the entity’s measure of progress towards satisfaction of the performance obligation, is recognized as an adjustment to revenue either as an increase in or a reduction of revenue at the date of the modification. The adjustment to revenue is made on a cumulative catch-up basis. As management determined that the litigation process constituted a contract modification, and that the contract was upheld judicially, the Company recognized and recorded $1,782,457 on a cumulative catch-up basis as of August 2, 2019. Notes Receivable On July 17, 2018, the Company entered into an intellectual property license agreement with Abba Medix Corp. (AMC), a wholly owned subsidiary of publicly traded Canada House Wellness Group, Inc. (CHV). The Company agreed to provide a lending facility to AMC in CAD$125,000 increments of up to CAD$500,000. The lending facility is for a term of 24 months and bears interest rate at 5.50% (representing United States Prime). As of September 30, 2019, and December 31, 2018, the Company loaned to AMC a total of $237,246 and $92,888, respectively. The Company classified these loans as long-term notes receivable on its consolidated balance sheets as of September 30, 2019, and December 31, 2018, respectively. Other Assets (Current and Non-Current) Other assets at September 30, 2019, and December 31, 2018 were $774,856 and $50,824, respectively and as of September 30, 2019 this balance included $573,191 in prepaid expenses, $7,150 in interest receivable and $19,450 in two security deposits. Prepaid expenses were primarily comprised of insurance premiums, membership dues, conferences and seminars, and other general and administrative costs. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 10 to 15 years. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2018, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2018 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Accounts Payable Accounts payable at September 30, 2019, and December 31, 2018 were $915,651 and $202,515, respectively and were comprised of trade payables for various purchases and services rendered during the ordinary course of business. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities at September 30, 2019, and December 31, 2018 were $485,292 and $291,084, respectively. At September 30, 2019, this was comprised of customer deposits of $188,568, accrued payroll of $203,788, and operating expenses of $92,936. At December 31, 2018, this was comprised of $163,568 in customer deposits, $21,330 in deferred rent expense and $106,185 in accrued payroll. Revenue Recognition and Related Allowances Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until is the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue contracts are identified when accepted from customers and represent a single performance obligation to sell our products to a customer. The Company has three main revenue streams: product sales; licensing and consulting, cultivation max; and other operating revenues from seminars, reimbursements and other miscellaneous sources. Revenue from cultivation max, licensing and consulting services is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved. Product sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. Revenue from seminar fees is related to one-day seminars and is recognized as earned upon the completion of the seminar. The Company also recognizes expense reimbursement from clients as revenue for expenses incurred during certain jobs. Costs of Goods and Services Sold Costs of goods and services sold are comprised of related expenses incurred while supporting the implementation and sales of the Company’s products and services. General and Administrative Expenses General and administrative expense are comprised of all expenses not linked to the production or advertising of the Company’s services. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $212,506 and $340,995 for the three and nine months ended September 30, 2019, respectively, as compared to $32,110 and $109,650, respectively, for the three and nine months ended September 30, 2018. Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock and restricted stock awards using the Black-Scholes option pricing model. 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. Share based expense paid through direct stock grants is expensed as occurred. Since the Company’s common stock is 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 common stock being traded the Company used the most recent valuation. The Company recognized $940,870 and $3,166,276 in expenses for stock-based compensation to employees and consultants for the three and nine months ended September 30, 2019, respectively, as compared to $837,500 for both the three and nine months ended September 30, 2018. Income Taxes The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2019
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	3. Recent Accounting Pronouncements FASB ASU 2016-02 “Leases (Topic 842)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)”

4. Property and Equipment

4. Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following: September 30, December 31, Furniture and fixtures $ 103,747 $ 98,395 Marketing display 36,900 36,900 Vehicles 34,000 34,000 Office equipment 76,321 74,361 Subtotal $ 250,968 $ 243,655 Less: accumulated depreciation (189,896 ) (149,015 ) Total property and equipment, net of depreciation $ 61,072 $ 94,640 Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates. Furniture and fixtures 3 years Marketing display 3 years Vehicles 3 years Office equipment 3 years Depreciation expense for the three and nine months ended September 30, 2019 was $15,265 and $40,881, respectively, compared to $17,991 and $56,275, respectively, for the three and nine months ended September 30, 2018.

5. Intangible Asset

5. Intangible Asset	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	5. Intangible Asset Intangible assets at September 30, 2019 and December 31, 2018 were comprised of the following: September 30, December 31, License agreement $ 5,300 $ 5,300 Product license and registration 57,300 57,300 Trade secret – intellectual property 32,500 32,500 Subtotal $ 95,100 $ 95,100 Less: accumulated amortization (18,791 ) (13,903 ) Total intangible assets, net of amortization $ 76,309 $ 81,197 Amortization expense for the three and nine months ended September 30, 2019 was $1,463 and $4,888, respectively, compared to $1,629 and $4,886, respectively, for the three and nine months ended September 30, 2018.

6. Derivative Liability

6. Derivative Liability	9 Months Ended
	Sep. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	6. Derivative Liability During the nine months ended September 30, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions represented derivative instruments. On January 8, 2019, the Company granted the right to receive 500,000 shares of restricted common stock to an officer, which will vest at such time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. On April 23, 2019, the Company granted the right to receive 1,000,000 shares of restricted common stock to an officer, which will vest at such time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. Similarly, on June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted common stock to an officer, which will vest at such time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. The Company accounts for derivative instruments in accordance with the US GAAP accounting guidance under ASC 815 “Derivatives and Hedging Activities”. The Company estimated the fair value of these derivatives at the respective balance sheet dates using the Black-Scholes option pricing model based upon the following inputs: (i) stock price on the date of grant ranging between $1.32 - $3.75, (ii) the contractual term of the derivative instrument ranging between 2.25 - 3 years, (iii) a risk-free interest rate ranging between 1.56% - 2.57% and (iv) an expected volatility of the price of the underlying common stock ranging between 136% - 158%. As of September 30, 2019, the fair value of these derivative liabilities is $5,852,649. The change in the fair value of derivative liabilities for the three and nine months ended September 30, 2019 was $197,526 and $452,090, respectively, resulting in an aggregate unrealized loss on derivative liabilities.

7. Related Party Transactions

7. Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	7. Related Party Transactions During the nine months ended September 30, 2019, the Company had sales from Super Farm LLC totaling $450,310 and $143,830 sales from De Best Inc. The Company gives a larger discount on nutrient sales to related parties than non-related parties. During the nine months ended September 30, 2019, the Company had sales discounts associated with Super Farm LLC totaling $227,650 and $71,915 from De Best Inc. As of September 30, 2019, the Company had an accounts receivable balance from Super Farm totaling $52,173 and an accounts receivable balance from De Best totaling $11,910. The Company Chief Cultivation Officer, Joshua Haupt, currently owns 20% of both De Best and Super Farm. During the nine months ended September 30, 2019, the Company recorded sales from Future Vision dba Medicine Man Denver totaling $293,075 and sales discounts totaling $108,793. As of September 30, 2019, the Company had an accounts receivable balance with Future Vision totaling $34,094. During the nine months ended September 30, 2019, the Company incurred expenses from Future Vision dba Medicine Man Denver totaling $92,874 for contract labor and other related administrative costs. The Company’s Chief Executive Officer, Andy Williams, currently owns 38% of Future Vision dba Medicine Man Denver. During the nine months ended September 30, 2019, the Company recorded sales from MedPharm Holdings totaling $48,710 and sales discounts totaling $7,498. As of September 30, 2019, the Company had an accounts receivable balance with MedPharm Holdings totaling $5,557. During the nine months ended September 30, 2019, the Company issued various notes receivable to MedPharm Holdings totaling $487,695 with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. The notes may be extended or renewed at maturity by mutual agreement between the Company and noteholder, and with no evidence of default. The Company’s Chief Executive Officer, Andy Williams, currently owns 29% of MedPharm Holdings. During the nine months ended September 30, 2019, the Company recorded sales from Baseball 18 LLC totaling $3,836. As of September 30, 2019, the Company had an accounts receivable balance with Baseball 18 LLC totaling $3,985. During the nine months ended September 30, 2019, the Company recorded sales from Farm Boy LLC totaling $369,178. As of September 30, 2019, the Company had an accounts receivable balance with Farm Boy LLC totaling $382,766. One of the Company’s Directors, Robert DeGabrielle also owns two Colorado retail marijuana cultivation licenses, Farm Boy LLC and Baseball 18 LLC, both doing business as Los Sueños Farms.

8. Goodwill and Acquisition Acc

8. Goodwill and Acquisition Accounting	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Acquisition Accounting	8. Goodwill and Acquisition Accounting On September 17, 2018, we closed the acquisition of Two JS LLC, dba The Big Tomato, a Colorado limited liability company. (“Big T” or “Big Tomato”). The Company issued an aggregate of 1,933,329 shares of its common stock for 100% ownership of Big Tomato. The Company accounted for the transaction utilizing purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $3,000,000 of Goodwill. At September 17, 2018, the Company’s per share value of common stock was $1.55. There is no requirement for Big Tomato to have independent audited financial statement for the prior two fiscal years and any interim periods because the aggregate value of the acquisition is less than 20% of the Company’s current assets. Big Tomato Balance Sheet Book/Fair Value Book/Fair Value Assets Liabilities Inventory $ 291,000 Accounts payable $ 272,266 Other assets 4,950 Customer Deposits 23,684 $ 295,950 $ 295,950 Purchase Price (1,933,329*1.5517) $ 3,000,000 Less: BV of Assets (295,950 ) Add: BV of Liabilities 295,950 Goodwill $ 3,000,000 The following table sets forth the changes in the carrying amount of the Company’s goodwill at September 30, 2019, and December 31, 2018: Balance, December 31, 2017 $ 9,304,306 Acquisition of Big Tomato 3,000,000 Balance, December 31, 2018 $ 12,304,306 Activity for the period ended September 30, 2019 – Balance September 30, 2019 $ 12,304,306

9. Net Income (Loss) per Share

9. Net Income (Loss) per Share	9 Months Ended
	Sep. 30, 2019
Earnings (loss) per share attributable to common shareholders:
Net Income (Loss) per Share	9. 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 earnings (loss) per share on a basic and diluted basis were $(0.05) and $0.18 for the three months ended September 30, 2019 and 2018, respectively, and $(0.44) and $0.19 for the nine months ended September 30, 2019 and 2018, respectively.

10. Inventory

10. Inventory	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Inventory	10. Inventory As of September 30, 2019, and December 31, 2018, respectively, the Company had $407,708 and $489,239 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 Company uses the FIFO inventory valuation method. As of September 30, 2019, and December 31, 2018, the Company did not have any obsolescence within its inventory.

11. Note Payable

11. Note Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Note Payable	11. Note Payable The Company had a note payable to the Company’s Chief Cultivation Officer, Joshua Haupt. The balance of the note as of December 31, 2017 totaled $58,280 and was repaid in full during the quarter ended March 31, 2018.

12. Leases

12. Leases	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Leases	12. Leases Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of a right of use (“RoU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. RoU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company's leases consist of real estate leases for office spaces. The Company elected to combine the lease and related non-lease components for its operating leases. The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the RoU asset or lease liability unless reasonably certain to be exercised. The Company's operating leases have remaining lease terms of less than two years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the Company's leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The discount rate used in the computations was 6%. Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line September 30, 2019 Asset Operating lease asset Non-Current Assets $ 168,344 Liabilities Operating lease liability Non-Current Liabilities $ 121,835 Lease Costs The table below summarizes the components of lease costs for the nine months ended September 30, 2019. Nine Months Ended September 30, 2019 Operating lease costs $ 118,767 Maturities of Lease Liabilities Maturities of lease liabilities as of September 30, 2019 are as follows: 2019 fiscal year $ 62,952 2020 fiscal year 67,904 Total lease payments 130,856 Less: Interest (9,021 ) Present value of lease liabilities $ 121,835 The following table presents the Company’s future minimum lease obligation under ASC 840 as of December 31, 2018: 2019 fiscal year $ 248,808 2020 fiscal year $ 67,904

13. Commitments and Contingenci

13. Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	13. Commitments and Contingencies Over the past three years, the Company has supported legislation in Colorado to allow licensed cannabis companies in Colorado to trade their securities, provided they are reporting companies under the Securities Exchange Act of 1934, as amended. HB19-1090 titled, “Publicly Licensed Marijuana Companies” was signed into Colorado legislature on May 29, 2019, and will go into effect on November 1, 2019. The bill repeals the provision that prohibits publicly traded corporations from holding a marijuana license in Colorado. Effective January 10, 2019, the Company entered into binding term sheets to acquire three cannabis and cannabis related companies, including the following: · FutureVision 2020, LLC and Futurevision Ltd., Inc. dba Medicine Man (in the aggregate, “Medicine Man”), owners of several licensed dispensaries and a cultivation facility in the Denver, CO metro area. It is also a leading cultivator, retailer and one of the best-known brands in the cannabis sector, winning over a dozen industry awards. Medicine Man operates out of a 40,000-square foot cultivation operation and has four popular retail locations across the Denver metropolitan area; · MedPharm Holdings, LLC, a company that develops and manages intellectual property related to the manufacture and formulation of products containing cannabinoid extracts. Management of MDCL believes that this acquisition will bring world-class processing and pharmaceutical-grade products to the company; and · MX LLC, the holder of the license that allow it to be a manufacturer of marijuana infused products in the Denver metro area. It also has a research license that has been issued by the state of Colorado and the local jurisdiction approval is in process. The term sheets provide for the issuance of shares of common stock to the targets at an initial price per share of $1.32, with the final price to be determined based on the fair market valuation, which is subject to an independent valuation assessment. Our Chief Executive Officer, Andrew Williams, serves as an officer/manager and has an ownership interest in each of the targets above. On May 24, 2019, the Company entered into a binding term sheet with Farm Boy, LLC (“Farm Boy”) and Baseball 18, LLC (“Baseball”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Farm Boy and Baseball, respectively. As consideration, the Company shall pay a total purchase price of $5,937,500, subject to adjustment, consisting of $1,187,500 cash and 1,578,073 shares of its common stock, par value $0.001 per share. The 1,578,073 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to the execution date, which equated to $3.01 per share. On May 24, 2019, the Company entered into a binding term sheet with Los Suenos, LLC (“Los Suenos”) and Emerald Fields Grow, LLC (“Emerald”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Los Suenos and Emerald, respectively. As consideration, the Company shall pay a total purchase price of $5,937,500, subject to adjustment, consisting of $1,187,500 cash and 1,578,073 shares of its common stock, par value $0.001 per share. The 1,578,073 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to the execution date, which equated to $3.01 per share. On May 31, 2019, the Company entered into a binding term sheet with Mesa Organics Ltd., Mesa Organics II Ltd. and Mesa Organics III Ltd. (collectively referred to herein as “MesaPur”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of MesaPur. As consideration, the Company shall pay a total purchase price of $12,012,758, subject to adjustment, consisting of $2,402,552 cash and 2,801,809 shares of its common stock, par value $0.001 per share. The 2,801,809 shares were determined by averaging the closing price of Company’s common stock for the ten (10) days prior to the execution date, which equated to $3.43 per share. On June 6, 2019, the Company entered into a binding term sheet with the stockholders of Green Equity S.A.S. (“Green Equity”), a Republic of Colombia simplified stock corporation, setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Green Equity. Green Equity, a company based in Bogota, Colombia, holds all four licenses in Colombia allowing it to grow, process, retail and export. As consideration, the Company shall pay a total purchase price of $5,400,000 consisting of $450,000 cash and 1,292,428 shares of its common stock, par value $0.001 per share. The 1,292,428 shares were determined by using the closing price of Company’s common stock on the day prior to the execution date, which equated to $3.83 per share. On August 6, 2019, the Company entered into a binding term sheet with Cold Baked, LLC and Golden Works, LLC (d/b/a “Dabble”) setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Dabble. As consideration, the Company shall pay a total purchase price of $3,750,000 consisting of $750,000 cash and 996,678 shares of its common stock, par value $0.001 per share. The 996,678 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to the execution date, which equated to $3.01 per share. On August 15, 2019, the Company entered into a binding term sheet with Medically Correct, LLC (“Medically Correct”), an edible and extract company, setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Medically Correct. As consideration, the Company shall pay a total purchase price of $17,250,000 consisting of $3,450,000 cash and 4,677,967 shares of its common stock, par value $0.001 per share. The 4,677,967 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 8, 2019, which equated to $2.95 per share. On August 28, 2019, the Company entered into a binding term sheet with Starbuds Pueblo LLC, Starbuds Louisville LLC, Starbuds Niwot LLC, Starbuds Longmont LLC and Starbuds Commerce City, LLC (“Starbuds”) pursuant to which the Company will purchase the membership interests of Starbuds. As consideration, the Company shall pay a total purchase price of $31,005,089 consisting of $23,253,816 in cash and 2,601,098 shares of its common stock, par value $0.001 per share. The 2,601,098 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 28, 2019, which equated to $2.98 per share. On August 29, 2019, the Company entered into a binding term sheet with High Country Supply d/b/a Colorado Harvest Company (“CHC”) pursuant to which the Company will purchase 100% of the capital stock or assets of CHC. As consideration, the Company shall pay a total purchase price of $12,500,000 consisting of $4,000,000 in cash and 2,881,356 shares of its common stock, par value $0.001 per share. The 2,881,356 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to July 8, 2019, which equated to $2.95 per share. On August 30, 2019, the Company entered into a binding term sheet with Colorado Health Consultants, LLC, CitiMed, LLC, Lucky Ticket LLC and KEW LLC (collectively, the “Targets”) pursuant to which the Company will purchase the membership interests of the Targets. As consideration, the Company shall pay a total purchase price of $36,898,499 consisting of $27,673,874.25 in cash and 3,095,512 shares of its common stock, par value $0.001 per share. The 3,095,512 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 30, 2019, which equated to $2.98 per share. On August 31, 2019, the Company entered into a binding term sheet with SB Aurora LLC, SB Arapahoe LLC, SB Alameda LLC, and SB 44th LLC (“SB”) pursuant to which the Company will purchase the membership interests of SB. As consideration, the Company shall pay a total purchase price of $50,096,413 consisting of $37,590,310 in cash and 4,202,720 shares of its common stock, par value $0.001 per share. The 4,202,720 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 31, 2019, which equated to $2.98 per share. On September 5, 2019, the Company entered into a binding term sheet dated September 2, 2019 with RSFCG, LLC, RFSCA LLC, RFSCB, LLC, RFSCEV, LLC, RFSCED LLC, RFSCLV, LLC, RFSCG-1 LLC, and RFSCLVG LLC, which entities operate under the name RootsRX (“RootsRX”) pursuant to which the Company will purchase the membership interests of RootsRX. As consideration, the Company shall pay a total purchase price of $15,000,000 consisting of $9,750,000 in cash and 1,779,661 shares of its common stock, par value $0.001 per share. The 1,779,661 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 29, 2019, which equated to $2.95 per share. On September 6, 2019, the Company entered into a binding term sheet with Ahab, LLC, Garden Greens, LLC, Syls LLC, Heartland Industries, LLC and Tri City Partners LLC, which entities operate under the name “Strawberry Fields” (“Strawberry Fields”) pursuant to which the Company will purchase 100% of the capital stock or assets of Strawberry Fields, except for certain assets as outlined in the term sheet. As consideration, the Company shall pay a total purchase price of $31,000,000 consisting of $14,000,000 in cash and 5,704,698 shares of its common stock, par value $0.001 per share. The 5,704,698 shares were determined by averaging the closing price of Company’s common stock for the five (5) days prior to August 22, 2019, which equated to $2.98 per share. On September 9, 2019, the Company entered into a binding term sheet with Canyon, LLC (“Canyon”) and It Brand Enterprises (“It Brand”) pursuant to which the Company will purchase 100% of the capital stock or assets of Canyon and certain assets of It Brand. As consideration, the Company shall pay a total purchase price of $5,130,000 consisting of (i) a cash component which in no case will be greater than $2,565,000, and (ii) an equity component, which will consist of shares of the Company’s common stock, par value $0.001 per share, for the balance of the purchase price. The number of shares that make up the equity component will be determined by dividing the balance of the Purchase Price by the average closing price of Company’s common stock for the five (5) days prior to September 7, 2019, which equated to $3.07 per share. The contemplated acquisitions detailed above are conditioned upon the satisfaction or mutual waiver of certain closing conditions, including, but not limited to: · regulatory approval relating to all applicable filings and expiration or early termination of any applicable waiting periods; · regulatory approval of the Marijuana Enforcement Division and applicable local licensing authority approval; · receipt of all material necessary, third party, consents and approvals; · each party's compliance in all material respects with the respective obligations under the term sheet; · a tax structure that is satisfactory to both the Company and the targets; · the execution of leases and employment agreements that are mutually acceptable to each party; and · the execution of definitive agreements between the respective parties. There can be no assurance that we will be able to consummate any of the proposed acquisitions.

14. Stockholders' Equity

14. Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Stockholders' Equity	14. Stockholders’ Equity Common Stock The Company is authorized to issue 90,000,000 shares of common stock at a par value of $0.001 and had 39,369,511 and 27,753,310 shares of common stock issued and outstanding as of September 30, 2019, and December 31, 2018, respectively. Common Stock Issued in Private Placements During the nine months ended September 30, 2018, the Company sold 937,647 shares of common stock to an accredited investor in a private placement. On June 5, 2019, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Investor and the Investor agreed to purchase, in a private placement, up to 7,000,000 shares of the Company’s common stock, at a price of $2.00 per share and warrants to purchase 100% of the number of shares of common stock sold. The warrants are for a term of three years and are exercisable at a price of $3.50. At the initial closing on June 5, 2019, the Company issued and sold 1,500,000 shares of common stock and warrants to purchase 1,500,000 shares of common stock, for gross proceeds of $3,000,000. The Purchase Agreement contemplates the sale of additional shares of common stock, subject to certain closing conditions set forth in the Purchase Agreement, as follows: (i) 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares of common stock at a second closing to be held on or before July 15, 2019; (ii) 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of common stock at a third closing; and (ii) 1,000,000 shares of common stock and warrants to purchase 1,000,000 shares of common stock at a fourth closing. On July 15, 2019, the Company entered into an amendment (the “Amendment”) to the Purchase Agreement. Pursuant to the Amendment, among other things, the Purchase Agreement was amended to provide for the sale, at the third closing, of a minimum of 3,000,000 shares of the Company’s common stock, with the Investor having the option to acquire up to an additional 2,500,000 shares of common stock for an aggregate of up to 5,500,000 shares of common stock and warrants to purchase 100% of the number of shares of common stock sold at the third closing. The Amendment also removed as a closing condition to the second closing, the requirement that the Company shall have entered into definitive agreements for the acquisitions of each of (a) MedPharm LLC, (b) Futurevision 2020, LLC, Futurevision Ltd, and Medicine Man Longmont, LLC, collectively, (c) MX, LLC, (d) Los Sueños Farms, LLC, and Emerald Fields Grow, LLC, (e) Farm Boy LLC and Baseball 18, LLC. In addition, the Amendment removed all references to a fourth closing and the conditions for such closing, which were outlined in the Purchase Agreement. On July 16, 2019, the Company issued and sold 3,500,000 shares of common stock and warrants to purchase 3,500,000 shares of common stock pursuant to the terms of the Purchase Agreement, as amended, for gross proceeds of $7,000,000. On September 17, 2019, the Company issued and sold 3,000,000 shares of common stock and warrants to purchase 3,000,000 shares of common stock pursuant to the terms of the Purchase Agreement, as amended, for gross proceeds of $6,000,000. On September 30, 2019, the Company issued and sold 1,100,000 shares of common stock and warrants to purchase 1,100,000 shares of common stock pursuant to the terms of the Purchase Agreement, as amended, for gross proceeds of $2,200,000. During the nine months ended September 30, 2019, the Company issued an additional 700,000 shares of common stock and warrants to purchase 700,000 shares of common stock, for gross proceeds of $1,400,000. Common Stock Issued in Connection with the Exercise of Warrants During the nine months ended September 30, 2019, the Company issued 452,426 shares of common stock for proceeds of $601,726 under a series of stock warrant exercises with an exercise price of $1.33 per share. Common Stock Issued as Compensation to Employees, Officers and Directors On January 8, 2019, the Company granted to an officer of the Company, Paul Dickman, 500,000 shares of common stock, valued at $660,000. On March 14, 2019, the Company granted 50,000 shares of common stock to James Toreson upon his resignation as a member of its board of directors for his service. These shares were valued at $95,000. During the nine months ended September 30, 2019, the Company issued an additional 640,000 shares of common stock valued at $1,969,900 to employees, officers and directors as compensation. Common Stock Issued in Exchange for Consulting, Professional and Other Services Concurrent with his resignation as described above, the Company issued 50,000 shares of its common stock to Mr. Toreson in connection with a consulting agreement having a service period extending through May 31, 2020. These shares were valued at $95,000. During the nine months ended September 30, 2019, the Company issued an additional 123,775 shares of common stock valued at $210,521 to contractors and professionals in exchange for services provided. Warrants The Company accounts for common stock purchase warrants in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. The Company estimates the fair value of warrants at date of grant using the Black-Scholes option pricing model. 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 year ended December 31, 2017, the Company issued 1,500,566 common stock purchase warrants with an exercise price of $1.33 per share, expiring on March 17, 2019. During the nine months ended September 30, 2019, an aggregate of 452,426 of these warrants were exercised while the remaining warrants were forfeited. 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, expiring on December 31, 2019. As of September 30, 2018, all of these warrants were exercised. During the year ended December 31, 2018, the Company issued 250,000 common stock purchase warrants to one employee of the Company with an exercise price of $1.49 per share for a period of time expiring on December 31, 2021. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.49, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate of 2.48% and (iv) an expected volatility of the price of the underlying common stock of 126%. During the nine months ended September 30, 2019, the Company issued 9,800,000 common stock purchase warrants to various accredited investors with an exercise price of $3.50 per share with an expiration date of three years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $3.50, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate ranging between 1.56% - 1.84% and (iv) an expected volatility of the price of the underlying common stock ranging between 158% - 162%. Number of shares Balance as of January 1, 2019 2,647,461 Warrants exercised (452,426 ) Warrants forfeited (1,945,035 ) Warrants issued 9,800,000 Balance as of September 30, 2019 10,050,000

15. Segment Information

15. Segment Information	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Segment Information	15. Segment Information The Company has two identifiable segments as of September 30, 2019; (i) licensing and consulting, and (ii) products. The products segment sells merchandise directly to customers via e-commerce portals, through our proprietary websites and retail location. The licensing and consulting segment sales derives its revenue from licensing and consulting agreements with cannabis related entities. The following information represents segment activity for the nine-month periods ended September 30, 2019 and 2018: For the Nine Months Ended September 30, 2019 2018 Products Licensing and Consulting Total Products Licensing and Consulting Total Revenues $ 7,441,031 $ 1,659,132 $ 9,100,163 $ 1,222,880 $ 6,078,363 $ 7,301,243 Intangible assets amortization $ 4,757 $ 398 $ 5,154 $ 4,490 $ 396 $ 4,886 Depreciation $ 5,100 $ 35,781 $ 40,881 $ 4,148 $ 52,127 $ 56,275 Income (loss) from operations $ 2,074,799 $ (13,571,303 ) $ (11,496,504 ) $ 1,179,028 $ 1,362,456 $ 2,541,484 Segment assets $ 8,803,431 $ 27,115,471 $ 35,918,902 $ 4,577,175 $ 16,430,245 $ 21,007,420

16. Tax Provision

16. Tax Provision	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Tax Provision	16. 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 September 30, 2019 and December 31, 2018. The company had a net loss during the quarter ended September 30, 2019, increased the net loss carryforward.

17. Subsequent Events

17. Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent events In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to September 30, 2019 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follows: On October 11, 2019, the binding term sheet between the stockholders of Green Equity S.A.S. and the Company expired. The Company declined to exercise its option to extend the agreement. See Note 13 – Commitments and Contingencies for more information. On October 11, 2019, the Company issued a promissory note for $90,000 to MedPharm Holdings, LLC, a related party. The promissory note bears interest at 8.0% and has a maturity date of May 31, 2020. The note may be extended or renewed at maturity by mutual agreement between the Company and noteholder, and with no evidence of default.

2. Critical Accounting Polici_2

2. Critical Accounting Policies and Estimates (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: 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. The Company’s 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 the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): September 30, 2019 December 31, 2018 Level 3 – Non-marketable securities – non-recurring $ 741,307 $ 2,199,344
Non-Marketable Securities at Fair Value on a Nonrecurring Basis	Non-Marketable Securities at Fair Value on a Nonrecurring Basis Certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Available for sale securities are recorded at current market value as of the date of this report.
Accounts receivable	Accounts Receivable The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to licensing and consulting revenues are recorded at the time the milestone results in the funds being due being achieved, services are delivered, and payment is reasonably assured. Licensing and consulting revenues are generally collected from 30 to 60 days after the invoice is sent. The following table depicts the composition of our accounts receivable as of September 30, 2019, and December 31, 2018: September 30, 2019 December 31, 2018 Accounts receivable – trade $ 1,901,019 $ 1,180,757 Accounts receivable – related party 490,485 125,112 Accounts receivable – litigation, non-current 3,063,968 1,281,511 Total accounts receivable $ 5,455,472 $ 2,587,380 The Company commenced legal action against a customer for breach of contract, adding a significant value to its receivables for fees that had been booked, due to forbearance grants by the Company that were subsequently violated, causing the Company to increase its receivables accordingly. At September 30, 2019 and December 31, 2018, the accounts receivable for this matter totaled $2,773,321 and $990,864, and the related revenue recorded totaled $1,782,457 and $1,015,154 for the nine months ended September 30, 2019 and 2018, respectively. On June 7, 2019 the company filed a complaint against a second customer in Clark County, Nevada, for, amongst other causes of action, breach of contract. On July 17, 2019, the parties stipulated to stay the case in favor of arbitration. Since that time, the parties have been in the process of mutually agreeing upon an arbitrator, which has now completed. The parties are now in the process of scheduling the arbitration. As of September 30, 2019, and December 31, 2018 the accounts receivable for this matter totaled $290,647. The Company provided services to this customer for a period of thirteen months, agreeing conditionally to three modifications in December of 2017, March of 2018, and May of 2018 to forego certain revenue sharing payments in accordance with the agreement with the customer, which were subsequently breached by the customer. In July 2018, the Company engaged legal counsel and filed a complaint in Clark County, Nevada, which alleged breach of contract and sought general, special, and punitive damages in the amount of $3,876,850. On August 2, 2019, a jury in the District Court of Clark County, Nevada found in favor of the Company and awarded the Company damages totaling $2,773,321 (See Part II, Item 1, Legal Proceedings for more information). The Company has classified the awarded amount receivable as a non-current asset since the customer has subsequently filed an appeal. On March 22, 2019, the Company entered into an Agreement of Sale of Future Receipts (“Factoring Agreement”) with Libertas Funding, LLC (“Purchaser”). Under the terms of the Factoring Agreement, the Purchaser acquired $810,000 of certain future receivables from the Company for $582,000 in net proceeds. The Company is required to repay Purchaser $24,107 weekly for an estimated term of eight months. On July 2, 2019, the Company repaid $436,607 which represented all remaining amounts owed under the Factoring Agreement. The Company recorded $192,277 in interest expense related to the Factoring Agreement during the nine months ended September 30, 2019. Due to the low volume of write offs, the Company uses the direct write off method versus having an allowance for uncollectible debts. The Company recorded wrote off $6,423 of its accounts receivable during the three and nine months ended September 30, 2019. The Company did not write off any of its accounts receivable in either of the nine-month periods ending September 30, 2018. The Company analyzed the contract, associated revenue and litigation process under ASC 606, Revenue from Contracts with Customers Paragraph 606-10-25 states that an entity transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: · The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs. · The entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. · The entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Paragraph 606-10-25 further states that the process for determining the proper treatment for a contract modification includes three steps: · Determine whether a change to a contract qualifies as a contract modification. · Determine whether the modification should be treated as a separate, standalone contract or as a modification of the original contract. If the contract is a separate contract, the entity follows the five-step model to determine how to recognize revenue. If the modification is not treated as a separate contract, the entity continues to Step 3. · Determine appropriate accounting treatment for contract modification not accounted for as a separate contract. ASC 606 defines a contract modification as a change in scope and/or price to an original contract, or any change to the enforceable rights and obligations of the parties to the original contract. Enforceable rights and obligations are those that are approved by both parties and legally required. A contract modification does not need to be written; enforceable changes can be the result of oral agreements or implied through customary business practices. The effect that the modification has on the transaction price, and on the entity’s measure of progress towards satisfaction of the performance obligation, is recognized as an adjustment to revenue either as an increase in or a reduction of revenue at the date of the modification. The adjustment to revenue is made on a cumulative catch-up basis. As management determined that the litigation process constituted a contract modification, and that the contract was upheld judicially, the Company recognized and recorded $1,782,457 on a cumulative catch-up basis as of August 2, 2019.
Notes receivable	Notes Receivable On July 17, 2018, the Company entered into an intellectual property license agreement with Abba Medix Corp. (AMC), a wholly owned subsidiary of publicly traded Canada House Wellness Group, Inc. (CHV). The Company agreed to provide a lending facility to AMC in CAD$125,000 increments of up to CAD$500,000. The lending facility is for a term of 24 months and bears interest rate at 5.50% (representing United States Prime). As of September 30, 2019, and December 31, 2018, the Company loaned to AMC a total of $237,246 and $92,888, respectively. The Company classified these loans as long-term notes receivable on its consolidated balance sheets as of September 30, 2019, and December 31, 2018, respectively.
Other assets (current and non-current)	Other Assets (Current and Non-Current) Other assets at September 30, 2019, and December 31, 2018 were $774,856 and $50,824, respectively and as of September 30, 2019 this balance included $573,191 in prepaid expenses, $7,150 in interest receivable and $19,450 in two security deposits. Prepaid expenses were primarily comprised of insurance premiums, membership dues, conferences and seminars, and other general and administrative costs.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 10 to 15 years. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2018, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists.
Long-Lived Assets	Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2018 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists.
Accounts payable	Accounts Payable Accounts payable at September 30, 2019, and December 31, 2018 were $915,651 and $202,515, respectively and were comprised of trade payables for various purchases and services rendered during the ordinary course of business.
Accrued expenses and other liabilities	Accrued Expenses and Other Liabilities Accrued expenses and other liabilities at September 30, 2019, and December 31, 2018 were $485,292 and $291,084, respectively. At September 30, 2019, this was comprised of customer deposits of $188,568, accrued payroll of $203,788, and operating expenses of $92,936. At December 31, 2018, this was comprised of $163,568 in customer deposits, $21,330 in deferred rent expense and $106,185 in accrued payroll.
Revenue recognition and related allowances	Revenue Recognition and Related Allowances Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until is the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue contracts are identified when accepted from customers and represent a single performance obligation to sell our products to a customer. The Company has three main revenue streams: product sales; licensing and consulting, cultivation max; and other operating revenues from seminars, reimbursements and other miscellaneous sources. Revenue from cultivation max, licensing and consulting services is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved. Product sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. Revenue from seminar fees is related to one-day seminars and is recognized as earned upon the completion of the seminar. The Company also recognizes expense reimbursement from clients as revenue for expenses incurred during certain jobs.
Cost of Goods and Services Sold	Costs of Goods and Services Sold Costs of goods and services sold are comprised of related expenses incurred while supporting the implementation and sales of the Company’s products and services.
General and Administrative Expenses	General and Administrative Expenses General and administrative expense are comprised of all expenses not linked to the production or advertising of the Company’s services.
Advertising and Marketing Costs	Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $212,506 and $340,995 for the three and nine months ended September 30, 2019, respectively, as compared to $32,110 and $109,650, respectively, for the three and nine months ended September 30, 2018.
Stock-based compensation	Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock and restricted stock awards using the Black-Scholes option pricing model. 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. Share based expense paid through direct stock grants is expensed as occurred. Since the Company’s common stock is 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 common stock being traded the Company used the most recent valuation. The Company recognized $940,870 and $3,166,276 in expenses for stock-based compensation to employees and consultants for the three and nine months ended September 30, 2019, respectively, as compared to $837,500 for both the three and nine months ended September 30, 2018.
Income taxes	Income Taxes The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

1. Liquidity and Capital Reso_2

1. Liquidity and Capital Resources (Tables)	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Composition of cash	September 30, 2019 December 31, 2018 Deposits placed with banks $ 2,974,122 $ 321,788 United States Treasury Bills 12,230,465 – Total cash and cash equivalents $ 15,204,587 $ 321,788

2. Critical Accounting Polici_3

2. Critical Accounting Policies and Estimates (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of fair value measurement	September 30, 2019 December 31, 2018 Level 3 – Non-marketable securities – non-recurring $ 741,307 $ 2,199,344
Schedule of Accounts Receivable	September 30, 2019 December 31, 2018 Accounts receivable – trade $ 1,901,019 $ 1,180,757 Accounts receivable – related party 490,485 125,112 Accounts receivable – litigation, non-current 3,063,968 1,281,511 Total accounts receivable $ 5,455,472 $ 2,587,380

4. Property and Equipment (Tabl

4. Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and equipment table	September 30, December 31, Furniture and fixtures $ 103,747 $ 98,395 Marketing display 36,900 36,900 Vehicles 34,000 34,000 Office equipment 76,321 74,361 Subtotal $ 250,968 $ 243,655 Less: accumulated depreciation (189,896 ) (149,015 ) Total property and equipment, net of depreciation $ 61,072 $ 94,640
Schedule of property and equipment useful lives	Furniture and fixtures 3 years Marketing display 3 years Vehicles 3 years Office equipment 3 years

5. Intangible Asset (Tables)

5. Intangible Asset (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
License Agreement	September 30, December 31, License agreement $ 5,300 $ 5,300 Product license and registration 57,300 57,300 Trade secret – intellectual property 32,500 32,500 Subtotal $ 95,100 $ 95,100 Less: accumulated amortization (18,791 ) (13,903 ) Total intangible assets, net of amortization $ 76,309 $ 81,197

8. Goodwill and Acquisition A_2

8. Goodwill and Acquisition Accounting (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Business acquisition allocation	Big Tomato Balance Sheet Book/Fair Value Book/Fair Value Assets Liabilities Inventory $ 291,000 Accounts payable $ 272,266 Other assets 4,950 Customer Deposits 23,684 $ 295,950 $ 295,950 Purchase Price (1,933,329*1.5517) $ 3,000,000 Less: BV of Assets (295,950 ) Add: BV of Liabilities 295,950 Goodwill $ 3,000,000
Schedule of goodwill	Balance, December 31, 2017 $ 9,304,306 Acquisition of Big Tomato 3,000,000 Balance, December 31, 2018 $ 12,304,306 Activity for the period ended September 30, 2019 – Balance September 30, 2019 $ 12,304,306

12. Leases (Tables)

12. Leases (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Balance Sheet Classification Table	Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line September 30, 2019 Asset Operating lease asset Non-Current Assets $ 168,344 Liabilities Operating lease liability Non-Current Liabilities $ 121,835
Operating Lease Costs	Nine Months Ended September 30, 2019 Operating lease costs $ 118,767
Maturities of Lease Liabilities	2019 fiscal year $ 62,952 2020 fiscal year 67,904 Total lease payments 130,856 Less: Interest (9,021 ) Present value of lease liabilities $ 121,835
Future minimum lease obligations	2019 fiscal year $ 248,808 2020 fiscal year $ 67,904

14. Stockholders' Equity (Table

14. Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Schedule of warrant activity	Number of shares Balance as of January 1, 2019 2,647,461 Warrants exercised (452,426 ) Warrants forfeited (1,945,035 ) Warrants issued 9,800,000 Balance as of September 30, 2019 10,050,000

15. Segment Information (Tables

15. Segment Information (Tables)	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	For the Nine Months Ended September 30, 2019 2018 Products Licensing and Consulting Total Products Licensing and Consulting Total Revenues $ 7,441,031 $ 1,659,132 $ 9,100,163 $ 1,222,880 $ 6,078,363 $ 7,301,243 Intangible assets amortization $ 4,757 $ 398 $ 5,154 $ 4,490 $ 396 $ 4,886 Depreciation $ 5,100 $ 35,781 $ 40,881 $ 4,148 $ 52,127 $ 56,275 Income (loss) from operations $ 2,074,799 $ (13,571,303 ) $ (11,496,504 ) $ 1,179,028 $ 1,362,456 $ 2,541,484 Segment assets $ 8,803,431 $ 27,115,471 $ 35,918,902 $ 4,577,175 $ 16,430,245 $ 21,007,420

1. Liquidity and Capital Reso_3

1. Liquidity and Capital Resources (Details - Cash) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Total cash and cash equivalents	$ 15,204,587	$ 321,788	$ 529,674	$ 748,715
Bank Deposits [Member]
Total cash and cash equivalents	2,974,122	321,788
U S Treasury Bills [Member]
Total cash and cash equivalents	$ 12,230,465	$ 0

1. Liquidity and Capital Reso_4

1. Liquidity and Capital Resources (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 15,204,587	$ 321,788	$ 529,674	$ 748,715

2. Critical Accounting Polici_4

2. Critical Accounting Policies and Estimates (Details - Level 3) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fair Value Inputs Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | Non-Marketable Securities [Member]
Fair value assets	$ 741,307	$ 2,199,344

2. Critical Accounting Polici_5

2. Critical Accounting Policies and Estimates (Details Receivables) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Total accounts receivable	$ 5,455,472	$ 2,587,380
Trade Accounts Receivable [Member]
Total accounts receivable	1,901,019	1,180,757
Accounts receivable - related party [Member]
Total accounts receivable	490,485	125,112
Accounts receivable - litigation [Member]
Total accounts receivable	$ 3,063,968	$ 1,281,511

2. Critical Accounting Polici_6

2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Aug. 02, 2019	Dec. 31, 2018
Accounts receivable - litigation	$ 3,063,968		$ 3,063,968			$ 1,281,511
Revenues	5,338,869	$ 4,672,519	9,100,164	$ 7,301,243
Accounts receivable written off			0	0
Cumulative effect of new accounting principle					$ 1,782,457
Long-term notes receivable	237,246		237,246			92,888
Other assets	774,856		774,856			50,824
Accounts payable	915,651		915,651			202,515
Accrued expenses and other liabilities	485,292		485,292			291,084
Advertising and marketing expense	212,506	32,110	340,995	109,650
Stock based compensation expense	940,870	$ 837,500	3,166,276	837,500
Factoring Agreement [Member]
Interest expense			192,277
Breach of Contract [Member]
Accounts receivable - litigation	2,773,321		2,773,321			990,864
Revenues			1,015,154	$ 1,782,457
2nd Breach of Contract [Member]
Accounts receivable - litigation	290,647		290,647			290,647
AMC [Member]
Long-term notes receivable	237,246		237,246			92,888
Prepaid Expenses [Member]
Other assets	573,191		573,191
Interest Receivable [Member]
Other assets	7,150		7,150
Security Deposits [Member]
Other assets	19,450		19,450
Customer Deposits [Member]
Accrued expenses and other liabilities	188,568		188,568			163,568
Accrued Payroll [Member]
Accrued expenses and other liabilities	203,788		203,788			106,185
Operating Expenses [Member]
Accrued expenses and other liabilities	$ 92,936		$ 92,936
Deferred Rent Expense [Member]
Accrued expenses and other liabilities						$ 21,330

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property and Equipment, gross	$ 250,968	$ 243,655
Less: Accumulated Depreciation	(189,896)	(149,015)
Property and equipment, net	61,072	94,640
Furniture and Fixtures [Member]
Property and Equipment, gross	103,747	98,395
Marketing Display [Member]
Property and Equipment, gross	36,900	36,900
Vehicles [Member]
Property and Equipment, gross	34,000	34,000
Office Equipment [Member]
Property and Equipment, gross	$ 76,321	$ 74,361

4. Property and Equipment (De_2

4. Property and Equipment (Details - Expected life)	9 Months Ended
	Sep. 30, 2019
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

4. Property and Equipment (De_3

4. Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 15,265	$ 17,991	$ 40,881	$ 56,275

5. Intangible Asset (Details)

5. Intangible Asset (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Intangible assets, gross	$ 95,100	$ 95,100
Less: accumulated amortization	(18,791)	(13,903)
Intangible assets, net	76,309	81,197
License Agreement [Member]
Intangible assets, gross	5,300	5,300
Product License and Registration [Member]
Intangible assets, gross	57,300	57,300
Trade Secret [Member]
Intangible assets, gross	$ 32,500	$ 32,500

5. Intangible Asset (Details Na

5. Intangible Asset (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,463	$ 1,629	$ 4,888	$ 3,257

6. Derivative Liability (Detail

6. Derivative Liability (Details Narrative) - USD ($)	Jan. 08, 2019	Sep. 30, 2019	Sep. 30, 2018	Apr. 23, 2019	Jun. 11, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Fair value of derivative liabilities		$ 5,852,649				$ 5,852,649		$ 0
Change in fair value of derivatives		$ (197,526)	$ 0			$ (452,090)	$ 0
Officer [Member]
Restricted stock granted, shares	500,000			1,000,000	1,000,000

7. Related Party Transactions (

7. Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Notes receivable issued	$ 632,053	$ 0
Super Farm [Member]
Revenue from related parties	450,310
Accounts receivable from related parties	52,173
Discount on sales given	$ 227,650
Super Farm [Member] | Chief Cultivation Officer [Member]
Ownership percentage by related party	20.00%
DeBest [Member]
Revenue from related parties	$ 143,830
Accounts receivable from related parties	11,910
Discount on sales given	$ 71,915
DeBest [Member] | Chief Cultivation Officer [Member]
Ownership percentage by related party	20.00%
Future Vision [Member]
Revenue from related parties	$ 293,075
Discount on sales given	108,793
Costs and expenses to related party	$ 92,874
Future Vision [Member] | Chief Executive Officer [Member]
Ownership percentage by related party	38.00%
Med Pharm Holdings [Member]
Revenue from related parties	$ 48,710
Accounts receivable from related parties	5,557
Discount on sales given	7,498
Notes receivable issued	$ 487,695
Note receivable interest rate	8.00%
Med Pharm Holdings [Member] | Chief Executive Officer [Member]
Ownership percentage by related party	29.00%
Baseball 18 LLC [Member]
Revenue from related parties	$ 3,836
Accounts receivable from related parties	3,985
Farm Boy LLC [Member]
Revenue from related parties	369,178
Accounts receivable from related parties	$ 382,766

8. Goodwill and Acquisition A_3

8. Goodwill and Acquisition Accounting (Details - Acquisition) - USD ($)	9 Months Ended
	Sep. 17, 2018	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Combination assumed assets/liabilities
Goodwill		$ 12,304,306	$ 12,304,306	$ 9,304,306
Big Tomato [Member]
Business Combination assumed assets/liabilities
Inventory	$ 291,000
Other assets	4,950
Total assets	295,950
Accounts payable	272,266
Customer deposits	23,684
Total liabilities	295,950
Purchase price	3,000,000
Less: Book value of assets	(295,950)
Add: Book value of liabilities	295,950
Goodwill	$ 3,000,000

8. Goodwill and Acquisition A_4

8. Goodwill and Acquisition Accounting (Details - Goodwill) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, beginning balance	$ 12,304,306	$ 9,304,306
Goodwill acquisitions/additions	0	3,000,000
Goodwill, ending balance	$ 12,304,306	$ 12,304,306

8. Goodwill and Acquisition A_5

8. Goodwill and Acquisition Accounting (Details Narrative) - Big Tomato [Member]	9 Months Ended
	Sep. 17, 2018USD ($)shares
Stock issued for acquisition, shares | shares	1,933,329
Consideration transferred | $	$ 3,000,000

9. Net Income (Loss) per Share

9. Net Income (Loss) per Share (Details Narrative) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings (loss) per share attributable to common shareholders:
Basic and diluted earnings/(loss) per share	$ (0.05)	$ 0.18	$ (0.44)	$ 0.19

10. Inventory (Details Narrativ

10. Inventory (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Inventory Disclosure [Abstract]
Finished goods inventory	$ 407,708		$ 489,239
Inventory obsolescence	$ 0	$ 0

11. Note Payable (Details Narra

11. Note Payable (Details Narrative) - Josh Haupt [Member] - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Dec. 31, 2018
Note payable		$ 0	$ 58,280
Repayments of note payable	$ 58,280

12. Leases (Details - Balance S

12. Leases (Details - Balance Sheet Classification) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease asset - non-current	$ 168,344	$ 0
Operating lease liability - non-current	$ 121,835	$ 0

12. Leases (Details - Operating

12. Leases (Details - Operating lease cost)	9 Months Ended
	Sep. 30, 2019USD ($)
Leases [Abstract]
Operating lease costs	$ 118,767

12. Leases (Details - Lease mat

12. Leases (Details - Lease maturities)	Sep. 30, 2019USD ($)
Leases [Abstract]
2019 fiscal year	$ 62,952
2020 fiscal year	67,904
Total lease payments	130,856
Less: interest	(9,021)
Present value of lease liabilities	$ 121,835

12. Leases (Details - Minimum l

12. Leases (Details - Minimum lease obligation)	Sep. 30, 2019USD ($)
Leases [Abstract]
2019 fiscal year	$ 248,808
2020 fiscal year	$ 67,904

12. Leases (Details Narrative)

12. Leases (Details Narrative)	Sep. 30, 2019
Leases [Abstract]
Weighted average remaining lease term	2 years
Weighted average lease discount rate	6.00%

13. Commitments and Contingen_2

13. Commitments and Contingencies (Details Narrative) - USD ($)

5 Months Ended

7 Months Ended

8 Months Ended

Jun. 06, 2019

May 31, 2019

May 24, 2019

Aug. 15, 2019

Aug. 06, 2019

Sep. 09, 2019

Sep. 06, 2019

Sep. 05, 2019

Aug. 31, 2019

Aug. 30, 2019

Aug. 29, 2019

Aug. 28, 2019

Farm Boy [Member]

Consideration to be transferred

$ 5,937,500

Cash to be paid for acquisition

$ 1,187,500

Stock to be issued for acquisition

1,578,073

Average closing share price

$ 3.01

Los Suenos [Member]

Consideration to be transferred

$ 5,937,500

Cash to be paid for acquisition

$ 1,187,500

Stock to be issued for acquisition

1,578,073

Average closing share price

$ 3.01

Mesa Organics [Member]

Consideration to be transferred

$ 12,012,758

Cash to be paid for acquisition

$ 2,402,552

Stock to be issued for acquisition

2,801,809

Average closing share price

$ 3.43

Green Equity [Member]

Consideration to be transferred

$ 5,400,000

Cash to be paid for acquisition

$ 450,000

Stock to be issued for acquisition

1,292,428

Average closing share price

$ 3.83

Dabble [Member]

Consideration to be transferred

$ 3,750,000

Cash to be paid for acquisition

$ 750,000

Stock to be issued for acquisition

996,678

Average closing share price

$ 3.01

Medically Correct [Member]

Consideration to be transferred

$ 17,250,000

Cash to be paid for acquisition

$ 3,450,000

Stock to be issued for acquisition

4,677,967

Average closing share price

$ 2.95

Starbuds [Member]

Consideration to be transferred

$ 31,005,089

Cash to be paid for acquisition

$ 23,253,816

Stock to be issued for acquisition

2,601,098

Average closing share price

$ 2.98

Colorado Harvest Company [Member]

Consideration to be transferred

$ 12,500,000

Cash to be paid for acquisition

$ 4,000,000

Stock to be issued for acquisition

2,881,356

Average closing share price

$ 2.95

Targets [Member]

Consideration to be transferred

$ 36,898,499

Cash to be paid for acquisition

$ 27,673,874

Stock to be issued for acquisition

3,095,512

Average closing share price

$ 2.98

RootsRX [Member]

Consideration to be transferred

$ 15,000,000

Cash to be paid for acquisition

$ 9,750,000

Stock to be issued for acquisition

1,779,661

Average closing share price

$ 2.95

SB [Member]

Consideration to be transferred

$ 50,096,413

Cash to be paid for acquisition

$ 37,590,310

Stock to be issued for acquisition

4,202,720

Average closing share price

$ 2.98

Strawberry Fields [Member]

Consideration to be transferred

$ 31,000,000

Cash to be paid for acquisition

$ 14,000,000

Stock to be issued for acquisition

5,704,698

Average closing share price

$ 2.98

Canyon [Member]

Consideration to be transferred

$ 5,130,000

Cash to be paid for acquisition

$ 2,565,000

Average closing share price

$ 3.07

14. Stockholders' Equity (Detai

14. Stockholders' Equity (Details Warrant Activity) - Warrants [Member]	9 Months Ended
	Sep. 30, 2019shares
Warrants outstanding, beginning balance	2,647,461
Warrants exercised	(452,426)
Warrants forfeited	(1,945,035)
Warrants issued	9,800,000
Warrants outstanding, ending balance	10,050,000

14. Stockholders' Equity (Det_2

14. Stockholders' Equity (Details Narrative) - USD ($)	Jan. 08, 2019	Mar. 14, 2019	Jun. 05, 2019	Jul. 16, 2019	Sep. 30, 2019	Sep. 17, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Proceeds from warrant exercises					$ 601,726		$ 0
Stock issued for services, value					305,521
Stock issued for compensation, value					$ 2,724,900		$ 837,500
Warrants [Member] | Issued during the FYE December 31, 2017
Warrants issued, shares									1,500,566
Warrant exercisable price									$ 1.33
Warrants exercised					452,426
Warrants forfeited					1,048,140
Paul Dickman [Member]
Stock issued for compensation, shares	500,000
Stock issued for compensation, value	$ 660,000
Employees, Officers and Directors [Member]
Stock issued for compensation, shares					640,000
Stock issued for compensation, value					$ 1,969,900
Warrant Exercises [Member]
Warrant exercisable price					$ 1.33
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares					452,426
Proceeds from warrant exercises					$ 601,726
James Toreson [Member]
Stock issued for services, shares		50,000
Stock issued for services, value		$ 95,000
Contractors and Professionals [Member]
Stock issued for services, shares					123,775
Stock issued for services, value					$ 210,521
Three Employees [Member] | Warrants [Member] | Issued during the FYE December 31, 2017
Warrants issued, shares									2,000,000
Warrant exercisable price									$ 1.445
Warrants exercised					2,000,000
One Employee [Member] | Warrants [Member] | December 31, 2018 [Member]
Warrants issued, shares								250,000
Warrant term								3 years
Warrant exercisable price								$ 1.49
Various Accredited Investors [Member] | Warrants [Member]
Warrants issued, shares					9,800,000
Warrant term					3 years
Warrant exercisable price					$ 3.50
Private Placement [Member] | Accredited Investor [Member]
Stock issued new, shares							937,647
Purchase Agreement [Member]
Stock issued new, shares			1,500,000	3,500,000	1,100,000	3,000,000
Warrants issued, shares			1,500,000	3,500,000	1,100,000	3,000,000
Proceeds from sale of equity			$ 3,000,000	$ 7,000,000	$ 2,200,000	$ 6,000,000
Warrant term			3 years
Warrant exercisable price			$ 3.50
Other Transaction [Member]
Stock issued new, shares					700,000
Warrants issued, shares					700,000
Proceeds from sale of equity					$ 1,400,000

15. Segment Information (Detail

15. Segment Information (Details- Segment Information) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Revenues	$ 5,338,869	$ 4,672,519	$ 9,100,164	$ 7,301,243
Intangible assets amortization			5,154	4,886
Depreciation	15,265	17,991	40,881	56,275
Income (loss) from operations	(925,607)	2,370,285	(11,496,504)	2,541,484
Segment assets	35,918,902	21,007,420	35,918,902	21,007,420	$ 18,221,606
Products [Member]
Revenues			7,441,031
Intangible assets amortization			4,757	4,490
Depreciation			5,100	4,148
Income (loss) from operations			2,074,799	1,179,028
Segment assets	8,803,431	4,577,175	8,803,431	4,577,175
Licensing/Consulting [Member]
Revenues			1,659,132	6,078,363
Intangible assets amortization			398	396
Depreciation			35,781	52,127
Income (loss) from operations			(13,571,303)	1,362,456
Segment assets	$ 27,115,471	$ 16,430,245	$ 27,115,471	$ 16,430,245