Medicine Man (SHWZ) 10-Q 14 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 08, 2020
Cover [Abstract]
Entity Registrant Name	Medicine Man Technologies, Inc.
Entity Central Index Key	0001622879
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
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 Shell Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		41,972,746
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	000-55450

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 9,075,427	$ 11,853,627
Accounts receivable, net of allowance for doubtful accounts	511,984	313,317
Accounts receivable - related party	59,512	72,658
Inventory	642,689	684,940
Notes receivable - related party	767,695	767,695
Other assets	707,706	529,416
Prepaid acquisition costs (Note 10)	1,269,367	1,347,462
Total current assets	13,034,380	15,569,115
Non-current assets
Fixed assets, net accumulated depreciation of $163,819 and $159,354, respectively	541,791	239,078
Goodwill	12,304,306	12,304,306
Intangible assets, net accumulated amortization of $21,459 and $19,811, respectively	73,641	75,289
Investment	435,898	406,774
Accounts receivable - litigation	3,063,968	3,063,968
Deferred tax assets, net	268,423	268,423
Notes receivable - noncurrent, net	242,959	241,711
Operating lease right of use assets	63,925	59,943
Total non-current assets	16,994,911	16,659,492
Total assets	30,029,291	32,228,607
Current liabilities
Accounts payable	1,182,832	699,961
Accounts payable - related party	2,500	15,372
Accrued expenses	1,194,032	1,091,204
Derivative liabilities	1,118,783	3,773,382
Income taxes payable	1,940	1,940
Total current liabilities	3,500,087	5,581,859
Noncurrent liabilities
Lease liabilities	75,838	66,803
Total noncurrent liabilities	75,838	66,803
Total liabilities	3,575,925	5,648,662
Commitments and Contingencies (Note 10)	0	0
Shareholders' equity
Common stock $0.001 par value. 250,000,000 authorized, 39,952,628 were issued and outstanding at March 31, 2020 and December 31, 2019.	39,953	39,953
Additional paid-in capital	51,609,200	50,356,469
Accumulated deficit	(24,195,787)	(22,816,477)
Common stock held in treasury, at cost, 257,732 shares held at March 31, 2020 and December 31, 2019.	(1,000,000)	(1,000,000)
Total shareholders' equity	26,453,366	26,579,945
Total liabilities and stockholders' equity	$ 30,029,291	$ 32,228,607

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 163,819	$ 159,354
Accumulated amortization	$ 21,459	$ 19,811
Common stock authorized	250,000,000	250,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock issued	39,952,628	39,952,628
Common stock outstanding	39,952,628	39,952,628
Treasury Stock, Common, Shares	257,732	257,732

Condensed Statement of Comprehe

Condensed Statement of Comprehensive (Loss) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating revenues
Total revenue	$ 3,203,134	$ 2,003,476
Cost of goods and services
Cost of goods and services	2,148,535	1,598,712
Total cost of goods and services	2,148,535	1,598,712
Gross profit	1,054,599	404,764
Operating expenses
Selling, general and administrative	666,919	295,306
Professional services	1,248,988	591,560
Salaries	1,997,036	435,721
Stock based compensation	1,252,731	934,221
Derivative expense - contingent compensation	0	375,983
Total operating expenses	5,165,674	2,632,791
Loss from operations	(4,111,075)	(2,228,027)
Other income (expense)
Interest income	48,042	0
Gain on forfeiture of contingent consideration	1,462,636	0
Unrealized gain (loss) on derivative liabilities	1,191,963	(335,036)
Unrealized gain (loss) on investment	29,124	(348,755)
Total other income (expense)	2,731,765	(683,791)
Loss before income taxes	(1,379,310)	(2,911,818)
Provision for income tax (benefit) expense	0	0
Net loss	$ (1,379,310)	$ (2,911,818)
Loss per share attributable to common shareholders
Basic and diluted loss per share	$ (0.03)	$ (0.10)
Weighted-average number of common shares outstanding - basic and diluted	39,952,628	27,887,147
Comprehensive loss	$ (1,379,310)	$ (2,911,818)
Product sales, net [Member]
Operating revenues
Total revenue	2,418,235	1,383,710
Product sales - related party, net [Member]
Operating revenues
Total revenue	110,696	160,590
Consulting and licensing services [Member]
Operating revenues
Total revenue	661,257	452,380
Other Operating Revenues [Member]
Operating revenues
Total revenue	$ 12,946	$ 6,796

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
Beginning balance, shares at Dec. 31, 2018	0	27,753,310
Beginning balance, value at Dec. 31, 2018	$ 0	$ 27,875	$ 22,886,624	$ (5,840,735)	$ 0	$ 17,073,764
Net income (loss)				(2,911,818)		(2,911,818)
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares		118,013
Issuance of common stock in connection with the exercise of common stock purchase warrants, value		$ 117	156,839			156,839
Issuance of common stock as compensation to employees, officers and/or directors, shares		713,775
Issuance of common stock as compensation to employees, officers and/or directors, value		$ 713	1,128,508			1,029,221
Ending balance, shares at Mar. 31, 2019	0	28,585,098
Ending balance, value at Mar. 31, 2019	$ 0	$ 28,705	24,071,971	(8,752,553)	0	15,348,123
Beginning balance, shares at Dec. 31, 2019	0	39,952,628
Beginning balance, value at Dec. 31, 2019	$ 0	$ 39,953	50,536,469	(22,816,477)	(1,000,000)	26,579,945
Net income (loss)				(1,379,310)		(1,379,310)
Stock based compensation expense related to common stock options			1,252,931			1,252,731
Ending balance, shares at Mar. 31, 2020	0	39,952,628
Ending balance, value at Mar. 31, 2020	$ 0	$ 39,953	$ 51,609,200	$ (24,195,787)	$ (1,000,000)	$ 26,453,366

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities of continuing operations:
Net loss for the period	$ (1,379,310)	$ (2,911,818)
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	6,113	12,347
Derivative expense	0	375,983
Gain on forfeiture of contingent consideration	(1,462,636)	0
Gain (loss) on change in derivative liabilities	(1,191,963)	335,036
Gain (loss) on investment, net	(29,124)	348,755
Stock based compensation	1,252,731	934,221
Changes in operating assets and liabilities
Accounts receivable	(107,426)	910,093
Accrued interest receivable	(1,248)	0
Inventory	42,251	117,590
Other assets	(178,290)	(67,356)
Operating lease right of use assets and liabilities	5,053	(22,613)
Accounts payable and other liabilities	572,827	341,313
Net cash (used in) provided by operating activities	(2,471,022)	373,551
Cash flows from investing activities
Purchase of fixed assets	(307,178)	(1,960)
Purchase of intangible assets	0	(6,000)
Issuance of notes receivable	0	(144,358)
Net cash used in investing activities	(307,178)	(152,318)
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs	0	156,958
Net cash provided by financing activities	0	156,958
Net (decrease) increase in cash and cash equivalents	(2,778,200)	378,191
Cash and cash equivalents at beginning of period	11,853,627	321,788
Cash and cash equivalents at end of period	9,075,427	699,979
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued in connection with long term service contracts	$ 0	$ 95,000

Organization and Nature of Oper

Organization and Nature of Operations	3 Months Ended
	Mar. 31, 2020
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 in Nevada on March 20, 2014. 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 generates revenues from consulting activities for prospective clients interested in entering the cannabis industry as well as sponsoring seminars offered to the cannabis industry and other business endeavors related to its core competencies. In 2019, due to the changes in Colorado law permitting outside investment, the Company made a strategic decision to move toward direct plant-touching operations. Following that decision by executive leadership, the Company issued binding term sheets to several Colorado acquisition targets across the value chain. It believes that these targets are high quality, and the Company’s successful acquisition of these potential targets would allow it to become one of the largest vertically integrated seed-to-sale operators in the United States cannabis industry. These term sheets were announced in several Current Reports on Form 8-K during 2019. If successfully completed, the Company, post-transactions, will be able to offer retail, cultivation and extraction services. Management believes that the current company combined with the acquisition targets in its Colorado “roll-up” strategy will have the potential to create a vertically integrated company, which would further enjoy a competitive advantage operating in the Colorado market against incumbent operators. In addition to the contemplated business-integration benefits, management believes the sharing of best practices amongst the Company and the acquisition targets will allow for improved operations, revenue enhancements and increased profitability. Scale may also afford the ability to create an integrated back office system, providing a differentiated technology backbone to support the Company’s operations and enhance its overall management and operating capabilities. There can be no assurance that any of the proposed acquisitions will be consummated. On April 20, 2020, the Company rebranded and conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc. Effective April 21, 2020, the Company commenced trading under the OTC ticker symbol SHWZ.

1. Liquidity and Capital Resour

1. Liquidity and Capital Resources	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	1. Liquidity and Capital Resources During the quarters ending March 31, 2020 and 2019, 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 $9,075,427 and $11,853,627 classified as cash and cash equivalents as of March 31, 2020 and December 31, 2019, 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. To mitigate credit risk, the Company may purchase highly liquid investments with an original maturity of three months or less. At March 31, 2020, the Company had one United States Treasury Bill with a maturity date of April 7, 2020 and bearing interest at a rate of approximately 0.65%. The following table depicts the composition of the Company’s cash and cash equivalents as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Deposits placed with banks $ 1,127,566 $ 736,101 United States Treasury Bill 7,947,861 11,117,526 Total cash and cash equivalents $ 9,075,427 $ 11,853,627

2. Critical Accounting Policies

2. Critical Accounting Policies and Estimates	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Critical Accounting Policies and Estimates	2. Critical Accounting Policies and Estimates Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2019 and 2018, as presented in the Company’s Annual Report on Form 10-K filed on March 30, 2020 with the SEC. Basis of Presentation These accompanying financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC for interim financial statements. All intercompany accounts and transactions are eliminated in consolidation. 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 year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s net (loss) 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, notes 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 the year, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2020 and December 31, 2019, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): March 31, 2020 December 31, 2019 Level 1 – Marketable Securities Available-for-Sale – Recurring 435,898 406,774 Marketable Securities at Fair Value on a Recurring Basis Certain assets are measured at fair value on a recurring basis. The Level 1 position consists of an investment in equity securities held in Canada House Wellness Group, Inc. (CHV), a publicly-traded company whose securities are actively quoted on the Toronto Stock Exchange. At both March 31, 2020 and December 31, 2019, the Company owned 17,650,540 shares of CHV common stock. The closing share price of CHV’s common stock on March 31, 2020 was CAD$0.035 per share. 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 consulting revenues are recorded when a milestone is reached at point in time resulting in funds being due for delivered services, and where payment is reasonably assured. Accounts receivable related to revenues on cultivation yields are recorded over time based upon harvested cannabis. Consulting and licensing 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 March 31, 2020, and December 31, 2019: March 31, 2020 December 31, 2019 Accounts receivable – trade $ 627,854 $ 384,202 Accounts receivable – related party 59,512 72,658 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (115,870 ) (70,885 ) Total accounts receivable $ 3,635,464 $ 3,449,943 The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. At March 31, 2020 and December 31, 2019, the Company recorded an allowance for doubtful accounts of $115,870 and $70,885, respectively. During the three months ended March 31, 2020, the Company increased its provision for bad debts by $44,985. The Company did not record a provision for bad debts during the three months ended March 31, 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 36 months and bears interest at a rate of 2%. As of March 31, 2020 and December 31, 2019, the outstanding balance, including accrued interest, on the notes receivable with AMC totaled $242,959 and $241,711, respectively. The Company classified these loans as noncurrent notes receivable on its consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively. Other Assets (Current and Non-Current) Other assets at March 31, 2020 and December 31, 2019 were $707,706 and $529,416, respectively. As of March 31, 2020, this balance included $528,738 in prepaid expenses, $37,089 in interest receivable and $141,879 in security deposits. At December 31, 2019, other assets included $480,881 in prepaid expenses, $21,085 in interest receivable and $27,450 in 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, 2019, 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, 2019 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Accounts Payable Accounts payable at March 31, 2020 and December 31, 2019 were $1,182,832 and $699,961, 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 March 31, 2020 and December 31, 2019 were $1,194,032 and $1,091,204, respectively. At March 31, 2020, this was comprised of customer deposits of $36,304, accrued payroll of $953,269, and operating expenses of $204,459. At December 31, 2019, accrued expenses and other liabilities was comprised of customer deposits of $148,109, accrued payroll of $714,220, and operating expenses of $228,875. Revenue Recognition and Related Allowances The Company’s 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. Revenue contracts are identified when accepted from customers and represent a single performance obligation to sell the Company’s products to a customer. The Company has three main revenue streams: product sales; licensing and consulting fees; and other operating revenues from seminars, reimbursements and other miscellaneous sources. 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, the Company considers several indicators, including significant risks and rewards of products, its 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 licensing and consulting services is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved and target harvest yields are exceeded. 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 were $129,267 and $55,401 during the quarter ended March 31, 2020 and 2019, respectively. Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and Emerging Issues Task Force (“EITF”) 96-18 when stock or options are awarded for previous or current service without further recourse. Share-based expense paid to through direct stock grants is expensed as occurred. Since the Company’s stock has become publicly traded, the value is determined based on the number of shares issued and the trading value of the stock on the date of the transaction. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date, which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award, which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. The Company recognized $1,252,731 in expense for stock-based compensation from common stock options issued to employees during the three months ended March 31, 2020, and $934,221 in expense for stock-based compensation from the issuance of common stock to employees, officers, directors and/or contractors during the three months ended March 31, 2019. Income Taxes ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 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. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company's consolidated balance sheets. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2020
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	3. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: FASB ASU 2017-01, Clarifying the Definition of a Business (Topic 805) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842),

4. Property and Equipment

4. Property and Equipment	3 Months Ended
	Mar. 31, 2020
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: March 31, December 31, Furniture and fixtures $ 101,446 $ 98,903 Leasehold improvements 40,953 40,953 Vehicles 34,000 34,000 Office equipment 41,622 33,833 Work in process 487,589 190,743 $ 705,610 $ 398,432 Less: Accumulated depreciation (163,819 ) (159,354 ) Total property and equipment, net of depreciation $ 541,791 $ 239,078 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 Leasehold improvements Lesser of the lease term or estimated useful life Vehicles 3 years Office equipment 3 years Depreciation expense for the three months ended March 31, 2020 and 2019 was $4,465 and $10,651 respectively.

5. Intangible Asset

5. Intangible Asset	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	5. Intangible Asset Intangible assets at March 31, 2020 and December 31, 2019 were comprised of the following: March 31, 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 (21,459 ) (19,811 ) Total intangible assets, net of amortization $ 73,641 $ 75,289 Amortization expense for the three months ended March 31, 2020 and 2019 was $1,648 and $1,696, respectively.

6. Derivative Liability

6. Derivative Liability	3 Months Ended
	Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	6. Derivative Liability In 2019, the Company entered into certain employment agreements with 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 and director, which will vest at such time 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 and director, which will vest at such time that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. On February 25, 2020, the director resigned from his remaining positions with the Company and forfeited his right to the contingent consideration. As a result, the Company recorded a gain of $1,462,636 as a component of other income (expense), net on its financial statements. 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 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 As of March 31, 2020, the fair value of these derivative liabilities is $1,118,783. The change in the fair value of derivative liabilities for the three months ended March 31, 2020 was $1,191,963, resulting in an aggregate unrealized gain on derivative liabilities.

7. Related Party Transactions

7. Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	7. Related Party Transactions During the three months ended March 31, 2020, the Company had sales from Super Farm LLC (“Super Farm”) totaling $136,980 along with sales discounts of $68,490 and sales from De Best Inc. (“De Best”) totaling $62,355 along with sales discounts of $31,177. As of March 31, 2020, the Company had an accounts receivable balance from Super Farm totaling $4,426 and an accounts receivable balance from De Best totaling $7,505. The Company’s Chief Cultivation Officer, Joshua Haupt, maintains an ownership interest in both Super Farm and De Best. During the three months ended March 31, 2020, the Company did not record any sales from Medicine Man Denver. As of March 31, 2020, the Company had an accounts receivable balance with Medicine Man Denver totaling $43,540. Also, during the three months ended March 31, 2020, the Company incurred expenses from Medicine Man Denver totaling $6,491 for contract labor and other related administrative costs. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in Medicine Man Denver. During the three months ended March 31, 2020, the Company did not record any sales from MedPharm Holdings LLC (“MedPharm Holdings”). As of March 31, 2020, the Company had an accounts receivable balance with MedPharm Holdings totaling $4,041. Also, during the year ended December 31, 2019, the Company issued various notes receivable to MedPharm Holdings totaling $767,695 with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. All notes extended to May 2020 by mutual agreement between the Company and noteholder. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in MedPharm Holdings. During the three months ended March 31, 2020, the Company did not record any sales from Baseball 18, LLC (“Baseball”). As of March 31, 2020, the Company had an accounts receivable balance with Baseball totaling $169,960. During the three months ended March 31, 2020, the Company did not record any sales from Farm Boy, LLC (“Farm Boy”). As of March 31, 2020, the Company had an accounts receivable balance with Farm Boy totaling $330,912. One of the Company’s directors, Robert DeGabrielle, owns the Colorado retail marijuana cultivation licenses for Farm Boy LLC and Baseball 18 LLC, both doing business as Los Sueños Farms.

8. Inventory

8. Inventory	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Inventory	8. Inventory As of March 31, 2020, and December 31, 2019, respectively, the Company had $642,689 and $684,940 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 March 31, 2020 and December 31, 2019, the Company did not recognize any impairment for obsolescence within its inventory.

9. Leases

9. Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	9. 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 ranged between 6% - 12%. Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line March 31, 2020 Asset Operating lease right of use assets Noncurrent assets $ 63,925 Liabilities Lease liabilities Noncurrent liabilities $ 75,838 Lease Costs The table below summarizes the components of lease costs for the three months ended March 31, 2020. Three Months Ended Operating lease costs $ 57,531 Maturities of Lease Liabilities Maturities of lease liabilities as of March 31, 2020 are as follows: 2020 fiscal year $ 77,452 Less: Interest (1,614 ) Present value of lease liabilities $ 75,838 The following table presents the Company’s future minimum lease obligation under ASC 840 as of March 31, 2020: 2020 fiscal year $ 77,452

10. Commitments and Contingenci

10. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Binding Term Sheets to Acquire Certain Businesses 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 Exchange Act, as amended. HB19-1090 titled, “Publicly Licensed Marijuana Companies” was signed into Colorado legislature on May 29, 2019 and went 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 Denver (in the aggregate, “Medicine Man Denver”), owners of several licensed dispensaries and a cultivation facility in the Denver, Colorado 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 Denver operates out of a 35,000 square foot cultivation operation and has four popular retail locations across the Denver metropolitan area; · MedPharm Holdings, a company that develops and manages intellectual property related to the manufacture and formulation of products containing cannabinoid extracts. Management 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. The Company’s former 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 and 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. Also, 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. 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 (the contemplated transaction the “Mesa Acquisition”). As consideration pursuant to the term sheet, the Company agreed to 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. For more information on the Mesa Acquisition, see Note 17 to this report. 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. On August 15, 2019, the Company entered into a binding term sheet with Medically Correct, LLC (“Medically Correct”), an edible, extract and topical 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. 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. 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. 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. 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. 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 Roots RX (“Roots RX”) pursuant to which the Company will purchase the membership interests of Roots RX. 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. On September 9, 2019, the Company entered into a binding term sheet with Canyon, LLC (“Canyon”) and It Brand Enterprises, LLC (“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. Prepaid acquisition costs The Company has entered into a number of sales transactions with companies above for which it has executed binding term sheets to acquire. The Company expects to settle each of these outstanding balances with the respective entity at the time of, or shortly following, their acquisition. 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 the Company will be able to consummate any of the proposed acquisitions. Departure of Officer On February 25, 2020, Andy Williams resigned from the positions of President and member of the Board of Directors of Medicine Man Technologies, Inc. Mr. Williams’s resignation is not the result of any disagreement with the Company on any matter relating to the company’s operations, policies or practices. Simultaneously, the Company entered into a Severance Agreement and Release (the “Severance Agreement”) with Mr. Williams. The Severance Agreements provides that as severance and in consideration of a customary release against the Company and other customary covenants, Mr. Williams will receive (i) continued salary in the amount of $300,000, half of which is to be paid within ten days of the execution of the Severance Agreement, and the remaining half is to be paid in 26 equal disbursements in accordance with the Company’s regular payroll periods, (ii) bonus payment in the amount of $25,000, (iii) one year family health care coverage, (iv) stock options to purchase 350,000 shares of the Company’s common stock, which may be exercised on a cashless basis and which vest immediately on the date of termination at a price of $1.80 per share and valued at $582,228, and (v) stock options to purchase 15,000 shares of the Company’s common stock, which may be exercised on a cashless basis at a price of $1.80 per share, valued at $27,000, at the one year anniversary of the termination date if Mr. Williams is compliant with the terms of the Severance Agreement.

11. Stockholders' Equity

11. Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	11. Stockholders’ Equity On December 10, 2019, the shareholders approved an amendment to the Company’s articles of incorporation increasing the number of authorized shares of common stock from 90,000,000 shares to 250,000,000 shares. The Company is authorized to issue two classes of shares, designated preferred stock and common stock. Preferred Stock The number of shares of preferred stock authorized is 10,000,000, par value $0.001 per share. The preferred stock may be divided into such number of series as the Company’s Board of Directors may determine. The Board is authorized to determine and alter the rights, preferences, privileges and restrictions granted and imposed upon any wholly unissued series of preferred stock, and to fix the number and designation of shares of any series of preferred stock. The Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series. Common Stock The Company is authorized to issue 250,000,000 shares of common stock at a par value of $0.001 and had 39,952,628 shares of common stock issued and outstanding as of March 31, 2020, and December 31, 2019. Common Stock Issued in Connection with the Exercise of Warrants During the three months ended March 31, 2019, the Company issued 118,013 shares of common stock for proceeds of $156,956 under a series of stock warrant exercises with an exercise price of $1.33 per share. No common stock was issued in connection with the exercise of warrants during the three months ended March 31, 2020. Common Stock Issued as Compensation to Employees, Officers, Directors and Contractors 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. Concurrent with his resignation, 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. At various times during the three months ended March 31, 2019, the Company issued an additional 113,775 shares of common stock valued at $179,221 to contractors in exchange for services provided. No common stock was issued as compensation to employees, officer, directors or contractors during the three months ended March 31, 2020. Warrants The Company accounts for common stock purchase warrants in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity During the year ended December 31, 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%. The following table reflects the change in common stock purchase warrants for the three months ended March 31, 2020. All stock warrants are exercisable for a period of three years from the date of issuance. Number of shares Balance as of January 1, 2020 9,800,000 Warrants exercised – Warrants forfeited – Warrants issued – Balance as of March 31, 2020 9,800,000

12. Segment Information

12. Segment Information	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment Information	12. Segment Information The Company has three identifiable segments as of March 31, 2020; (i) products, (ii) consulting and licensing and (iii) corporate, infrastructure and other. The products segment sells merchandise directly to customers via e-commerce portals, through the Company’s proprietary websites and retail location. The licensing and consulting segment sales derives its revenue from licensing and consulting agreements with cannabis related entities, in addition to fees from seminars and expense reimbursements included in other revenue on the Company’s financial statements. The corporate, infrastructure and other segment represents new resources added in anticipation of various acquisition transactions and other corporate related costs. The following information represents segment activity for the three-month periods ended March 31, 2020 and March 31, 2019: For the Three Months Ended March 31, 2020 2019 Products Consulting and Licensing Corporate, Infrastructure and Other Total Products Consulting and Licensing Corporate, Infrastructure and Other Total Revenues $ 2,528,931 $ 674,203 $ – $ 3,203,134 $ 1,578,307 $ 425,169 $ – $ 2,003,476 Cost of goods and services $ (1,896,226 ) $ (252,309 ) $ – $ (2,148,535 ) $ (1,410,441 ) $ (188,272 ) $ – $ (1,598,712 ) Gross profit $ 633,705 $ 421,894 $ – $ 1,054,599 $ 167,866 $ 236,897 $ – $ 404,764 Intangible assets amortization $ 1,513 $ 135 $ – $ 1,648 $ 1,563 $ 133 $ – $ 1,696 Depreciation $ 1,233 $ 3,232 $ – $ 4,465 $ 1,700 $ 8,951 $ – $ 10,651 Net income (loss) $ 446,499 $ 154,427 $ (1,980,236 ) $ (1,379,310 ) (57,687 ) $ (197,216 ) $ (2,656,914 ) $ (2,911,818 ) Segment assets $ 12,935,074 $ 6,487,595 $ 10,606,622 $ 30,029,291 $ 5,212,682 $ 9,556,562 $ 2,995,107 $ 17,764,351

13. Tax Provision

13. Tax Provision	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Tax Provision	13. Tax Provision The company utilizes FASB ASC 740, Income Taxes The Company recorded no tax provision as of March 31, 2020. As of March 31, 2020, the Company had federal, state and local net operating loss carryforwards of approximately $8.5 million that are available to offset future liabilities for income taxes. The Company has generally established a valuation allowance against these carryforwards based on an assessment that it is more likely than not that these benefits will not be realized in future years. The federal and state net operating loss carryforwards expire in 2039.

14. Subsequent Events

14. Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events In accordance with FASB ASC 855-10, Subsequent Events Consummation of the Mesa Acquisition On November 23, 2019, the Company, through its wholly-owned subsidiary, PBS Merger Sub, LLC (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Mesa Merger Agreement”) with Mesa Organics, Ltd. (“Mesa”) and the owners of Mesa, James Parco and Pamela Parco, pursuant to which, among other things, Merger Sub would merge with and into Mesa with Mesa surviving and becoming a wholly-owned subsidiary of the Company. On April 20, 2020, the Company, together with the other parties to the Mesa Merger Agreement, entered into an amendment to the Mesa Merger Agreement, consummating the Mesa Acquisition. The aggregate purchase price is $2,643,315 of cash and 2,594,754 shares of the Company’s common stock. The Company acquired ownership of all of Mesa’s subsidiaries, which are in the business of owning and operating certain marijuana establishments in the state of Colorado, pursuant to MED and local licenses. Share Cancellation On April 3, 2020, the Company cancelled 500,000 shares of common stock, with vesting conditions represented as derivative instruments. These shares were incorrectly issued as restricted shares instead of restricted stock units to an officer of the Company, Paul Dickman, on January 8, 2019. The return of these shares had no impact on EPS for the quarter ended March 31, 2020. Termination of the Proposed Strawberry Fields Acquisition On April 20, 2020, the Company receives a notice from 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 terminating the term sheet entered into in connection with the proposed acquisition 100% of the capital stock or assets of Strawberry Fields, except for certain assets as outlined in the term sheet.

2. Critical Accounting Polici_2

2. Critical Accounting Policies and Estimates (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
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 year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s net (loss) 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 the year, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2020 and December 31, 2019, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): March 31, 2020 December 31, 2019 Level 1 – Marketable Securities Available-for-Sale – Recurring 435,898 406,774
Marketable Securities at Fair Value on a Recurring Basis	Marketable Securities at Fair Value on a Recurring Basis Certain assets are measured at fair value on a recurring basis. The Level 1 position consists of an investment in equity securities held in Canada House Wellness Group, Inc. (CHV), a publicly-traded company whose securities are actively quoted on the Toronto Stock Exchange. At both March 31, 2020 and December 31, 2019, the Company owned 17,650,540 shares of CHV common stock. The closing share price of CHV’s common stock on March 31, 2020 was CAD$0.035 per share.
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 consulting revenues are recorded when a milestone is reached at point in time resulting in funds being due for delivered services, and where payment is reasonably assured. Accounts receivable related to revenues on cultivation yields are recorded over time based upon harvested cannabis. Consulting and licensing 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 March 31, 2020, and December 31, 2019: March 31, 2020 December 31, 2019 Accounts receivable – trade $ 627,854 $ 384,202 Accounts receivable – related party 59,512 72,658 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (115,870 ) (70,885 ) Total accounts receivable $ 3,635,464 $ 3,449,943 The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. At March 31, 2020 and December 31, 2019, the Company recorded an allowance for doubtful accounts of $115,870 and $70,885, respectively. During the three months ended March 31, 2020, the Company increased its provision for bad debts by $44,985. The Company did not record a provision for bad debts during the three months ended March 31, 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 36 months and bears interest at a rate of 2%. As of March 31, 2020 and December 31, 2019, the outstanding balance, including accrued interest, on the notes receivable with AMC totaled $242,958 and $241,711, respectively. The Company classified these loans as noncurrent notes receivable on its consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively.
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, 2019, 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, 2019 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists.
Accounts payable	Accounts Payable Accounts payable at March 31, 2020 and December 31, 2019 were $1,182,832 and $699,961, 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 March 31, 2020 and December 31, 2019 were $1,194,032 and $1,091,204, respectively. At March 31, 2020, this was comprised of customer deposits of $36,304, accrued payroll of $953,269, and operating expenses of $204,459. At December 31, 2019, accrued expenses and other liabilities was comprised of customer deposits of $148,109, accrued payroll of $714,220, and operating expenses of $228,875.
Revenue recognition and related allowances	Revenue Recognition and Related Allowances The Company’s 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. Revenue contracts are identified when accepted from customers and represent a single performance obligation to sell the Company’s products to a customer. The Company has three main revenue streams: product sales; licensing and consulting fees; and other operating revenues from seminars, reimbursements and other miscellaneous sources. 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, the Company considers several indicators, including significant risks and rewards of products, its 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 licensing and consulting services is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved and target harvest yields are exceeded. 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 were $129,267 and $55,401 during the quarter ended March 31, 2020 and 2019, respectively.
Income Taxes	Income Taxes ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 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.
Right of Use Assets and Lease Liabilities	Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company's consolidated balance sheets.
Basic and Diluted Net Income (Loss) Per Share	Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”

1. Liquidity and Capital Reso_2

1. Liquidity and Capital Resources (Tables)	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Composition of cash	March 31, 2020 December 31, 2019 Deposits placed with banks $ 1,127,566 $ 736,101 United States Treasury Bill 7,947,861 11,117,526 Total cash and cash equivalents $ 9,075,427 $ 11,853,627

2. Critical Accounting Polici_3

2. Critical Accounting Policies and Estimates (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of fair value measurement	March 31, 2020 December 31, 2019 Level 1 – Marketable Securities Available-for-Sale – Recurring 435,898 406,774
Schedule of Accounts Receivable	March 31, 2020 December 31, 2019 Accounts receivable – trade $ 627,854 $ 384,202 Accounts receivable – related party 59,512 72,658 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (115,870 ) (70,885 ) Total accounts receivable $ 3,635,464 $ 3,449,943

4. Property and Equipment (Tabl

4. Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Property and equipment table	March 31, December 31, Furniture and fixtures $ 101,446 $ 98,903 Leasehold improvements 40,953 40,953 Vehicles 34,000 34,000 Office equipment 41,622 33,833 Work in process 487,589 190,743 $ 705,610 $ 398,432 Less: Accumulated depreciation (163,819 ) (159,354 ) Total property and equipment, net of depreciation $ 541,791 $ 239,078
Schedule of property and equipment useful lives	Furniture and fixtures 3 years Leasehold improvements Lesser of the lease term or estimated useful life Vehicles 3 years Office equipment 3 years

5. Intangible Asset (Tables)

5. Intangible Asset (Tables)	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	March 31, 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 (21,459 ) (19,811 ) Total intangible assets, net of amortization $ 73,641 $ 75,289

9. Leases (Tables)

9. Leases (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Balance Sheet Classification Table	Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line March 31, 2020 Asset Operating lease right of use assets Noncurrent assets $ 63,925 Liabilities Lease liabilities Noncurrent liabilities $ 75,838
Operating Lease Costs	Lease Costs The table below summarizes the components of lease costs for the three months ended March 31, 2020. Three Months Ended Operating lease costs $ 57,531
Maturities of Lease Liabilities	Maturities of Lease Liabilities Maturities of lease liabilities as of March 31, 2020 are as follows: 2020 fiscal year $ 77,452 Less: Interest (1,614 ) Present value of lease liabilities $ 75,838
Future minimum lease obligations	The following table presents the Company’s future minimum lease obligation under ASC 840 as of March 31, 2020: 2020 fiscal year $ 77,452

11. Stockholders' Equity (Table

11. Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of warrant activity	Number of shares Balance as of January 1, 2020 9,800,000 Warrants exercised – Warrants forfeited – Warrants issued – Balance as of March 31, 2020 9,800,000

12. Segment Information (Tables

12. Segment Information (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	For the Three Months Ended March 31, 2020 2019 Products Consulting and Licensing Corporate, Infrastructure and Other Total Products Consulting and Licensing Corporate, Infrastructure and Other Total Revenues $ 2,528,931 $ 674,203 $ – $ 3,203,134 $ 1,578,307 $ 425,169 $ – $ 2,003,476 Cost of goods and services $ (1,896,226 ) $ (252,309 ) $ – $ (2,148,535 ) $ (1,410,441 ) $ (188,272 ) $ – $ (1,598,712 ) Gross profit $ 633,705 $ 421,894 $ – $ 1,054,599 $ 167,866 $ 236,897 $ – $ 404,764 Intangible assets amortization $ 1,513 $ 135 $ – $ 1,648 $ 1,563 $ 133 $ – $ 1,696 Depreciation $ 1,233 $ 3,232 $ – $ 4,465 $ 1,700 $ 8,951 $ – $ 10,651 Net income (loss) $ 446,499 $ 154,427 $ (1,980,236 ) $ (1,379,310 ) (57,687 ) $ (197,216 ) $ (2,656,914 ) $ (2,911,818 ) Segment assets $ 12,935,074 $ 6,487,595 $ 10,606,622 $ 30,029,291 $ 5,212,682 $ 9,556,562 $ 2,995,107 $ 17,764,351

1. Liquidity and Capital Reso_3

1. Liquidity and Capital Resources (Details - Cash) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Total cash and cash equivalents	$ 9,075,427	$ 11,853,627	$ 699,979	$ 321,788
Bank Deposits [Member]
Total cash and cash equivalents	1,127,566	736,101
U S Treasury Bills [Member]
Total cash and cash equivalents	$ 7,947,861	$ 11,117,526

2. Critical Accounting Polici_4

2. Critical Accounting Policies and Estimates (Details - Level 3) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Fair value assets	$ 435,898
Fair Value Inputs Level 1 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member]
Fair value assets		$ 406,774

2. Critical Accounting Polici_5

2. Critical Accounting Policies and Estimates (Details Receivables) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total accounts receivable	$ 3,635,464	$ 3,449,943
Allowance for doubtful accounts	(115,870)	(70,885)
Trade Accounts Receivable [Member]
Total accounts receivable	627,854	384,202
Accounts receivable - related party [Member]
Total accounts receivable	59,512	72,658
Accounts receivable - litigation [Member]
Total accounts receivable	$ 3,063,968	$ 3,063,968

2. Critical Accounting Polici_6

2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Allowance for doubtful accounts	$ 115,870		$ 70,885
Provision for bad debts	44,985	$ 0
Notes receivable	242,959		241,711
Other assets	707,706		529,416
Intangible assets impairment	0	0
Accounts payable	1,182,832		699,961
Accrued expenses and other liabilities	1,194,032		$ 1,091,204
Advertising and marketing expense	129,267	55,401
Stock based compensation expense	$ 1,252,731	$ 934,221
Options [Member]
Antidilutive shares	3,062,000
Warrants [Member]
Antidilutive shares	9,800,000
CHV [Member]
Investment shares owned	17,650,540		17,650,540
Minimum [Member]
Intangible assets useful lives	10 years
Maximum [Member]
Intangible assets useful lives	15 years
Prepaid Expenses [Member]
Other assets	$ 528,738		$ 480,881
Interest Receivable [Member]
Other assets	37,089		21,085
Security Deposits [Member]
Other assets	141,879		27,450
Customer Deposits [Member]
Accrued expenses and other liabilities	36,304		148,109
Accrued Payroll [Member]
Accrued expenses and other liabilities	953,269		714,220
Operating Expenses [Member]
Accrued expenses and other liabilities	204,459		228,875
Lending Facility [Member] | AMC [Member]
Notes receivable	$ 242,959		$ 241,711

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property and Equipment, gross	$ 705,610	$ 398,432
Less: Accumulated Depreciation	(163,819)	(159,354)
Property and equipment, net	541,791	239,078
Furniture and Fixtures [Member]
Property and Equipment, gross	101,446	98,903
Leasehold Improvements [Member]
Property and Equipment, gross	40,953	40,953
Work In Progress [Member]
Property and Equipment, gross	487,589	34,000
Vehicles [Member]
Property and Equipment, gross	34,000	33,833
Office Equipment [Member]
Property and Equipment, gross	$ 41,622	$ 190,743

4. Property and Equipment (De_2

4. Property and Equipment (Details - Expected life)	3 Months Ended
	Mar. 31, 2020
Furniture and Fixtures [Member]
Estimated useful life	3 years
Leasehold Improvements [Member]
Estimated useful life	Lesser of the lease term or estimated useful life
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
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,465	$ 10,651

5. Intangible Asset (Details)

5. Intangible Asset (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Intangible assets, gross	$ 95,100	$ 95,100
Less: accumulated amortization	(21,459)	(19,811)
Intangible assets, net	73,641	75,289
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
	Mar. 31, 2020	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,648	$ 1,696

6. Derivative Liability (Detail

6. Derivative Liability (Details Narrative) - USD ($)	Jan. 08, 2019	Feb. 25, 2020	Mar. 31, 2020	Mar. 31, 2019	Apr. 23, 2019	Jun. 11, 2019	Dec. 31, 2019
Fair value of derivative liabilities			$ 1,118,783				$ 3,773,382
Change in fair value of derivatives			1,191,963	$ (335,036)
Gain on forfeiture of contingent consideration			$ 1,462,636	$ 0
Officer [Member]
Restricted stock granted, shares	500,000				1,000,000	1,000,000
Gain on forfeiture of contingent consideration		$ 1,462,636

7. Related Party Transactions (

7. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Notes receivable issued	$ 0	$ 144,358
Super Farm [Member]
Revenue from related parties	136,980
Accounts receivable from related parties	4,426
Discount on sales given	68,490
DeBest [Member]
Revenue from related parties	62,355
Accounts receivable from related parties	7,505
Discount on sales given	31,177
Med Man Denver [Member]
Revenue from related parties	0
Accounts receivable from related parties	43,540
Costs and expenses to related party	6,491
Med Pharm Holdings [Member]
Revenue from related parties	0
Accounts receivable from related parties	4,041
Notes receivable issued	$ 767,695
Note receivable interest rate	8.00%
Baseball 18 LLC [Member]
Revenue from related parties	$ 0
Accounts receivable from related parties	169,960
Farm Boy [Member]
Revenue from related parties	0
Accounts receivable from related parties	$ 330,912

8. Inventory (Details Narrative

8. Inventory (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Inventory Disclosure [Abstract]
Finished goods inventory	$ 642,689		$ 684,940
Inventory obsolescence	$ 0	$ 0

9. Leases (Details - Balance Sh

9. Leases (Details - Balance Sheet Classification) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease asset - non-current	$ 63,925	$ 59,943
Operating lease liability - non-current	$ 75,838	$ 66,803

9. Leases (Details - Operating

9. Leases (Details - Operating lease cost)	3 Months Ended
	Mar. 31, 2020USD ($)
Leases [Abstract]
Operating lease costs	$ 57,531

9. Leases (Details - Lease matu

9. Leases (Details - Lease maturities)	Mar. 31, 2020USD ($)
Leases [Abstract]
2020 fiscal year	$ 77,452
Total lease payments	77,452
Less: interest	(1,614)
Present value of lease liabilities	$ 75,838

9. Leases (Details - Minimum le

9. Leases (Details - Minimum lease obligation)	Mar. 31, 2020USD ($)
Leases [Abstract]
2020 fiscal year	$ 77,452

9. Leases (Details Narrative)

9. Leases (Details Narrative)	Mar. 31, 2020
Weighted average remaining lease term	2 years
Minimum [Member]
Weighted average lease discount rate	6.00%
Maximum [Member]
Weighted average lease discount rate	12.00%

10. Commitments and Contingen_2

10. Commitments and Contingencies (Details Narrative) - USD ($)	5 Months Ended		7 Months Ended		8 Months Ended
	May 31, 2019	May 24, 2019	Aug. 15, 2019	Aug. 06, 2019	Sep. 09, 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
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
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
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
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
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
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
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
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
Roots RX [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
Canyon [Member]
Consideration to be transferred					$ 5,130,000
Cash to be paid for acquisition					$ 2,565,000

11. Stockholders' Equity (Detai

11. Stockholders' Equity (Details Warrant Activity) - Warrants [Member]	3 Months Ended
	Mar. 31, 2020shares
Warrants outstanding, beginning balance	9,800,000
Warrants exercised	0
Warrants forfeited	0
Warrants issued	9,800,000
Warrants outstanding, ending balance

11. Stockholders' Equity (Det_2

11. Stockholders' Equity (Details Narrative) - USD ($)	Jan. 08, 2019	Mar. 14, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Common stock authorized			250,000,000		250,000,000
Common stock par value			$ 0.001		$ 0.001
Common stock issued			39,952,628		39,952,628
Common stock outstanding			39,952,628		39,952,628
James Toreson [Member] | Consulting Agreement [Member]
Stock issued for services, shares		50,000
Stock issued for services, value		$ 95,000
Contractors and Professionals [Member]
Stock issued for services, shares			0	113,775
Stock issued for services, value				$ 179,221
Accredited Investors [Member]
Warrants issued, shares					9,800,000
Warrant term					3 years
Warrant exercisable price					$ 3.50
Paul Dickman [Member]
Stock issued for services, shares	500,000
Stock issued for services, value	$ 660,000
Warrant Exercises [Member]
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares			0

12. Segment Information (Detail

12. Segment Information (Details- Segment Information) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Revenues	$ 3,203,134	$ 2,003,476
Cost of goods and services	(2,148,535)	(1,598,712)
Gross profit	1,054,599	404,764
Intangible assets amortization	1,648	1,696
Depreciation	4,465	10,651
Net income (loss)	(1,379,310)	(2,911,818)
Segment assets	30,029,291	17,764,351	$ 32,228,607
Products [Member]
Revenues	2,528,931	1,578,307
Cost of goods and services	(1,896,226)	(1,410,441)
Gross profit	633,705	167,866
Intangible assets amortization	1,513	1,563
Depreciation	1,233	1,700
Net income (loss)	446,499	(57,687)
Segment assets	12,935,074	5,212,682
Licensing and Consulting [Member]
Revenues	674,203	425,169
Cost of goods and services	(252,309)	(188,272)
Gross profit	421,894	236,897
Intangible assets amortization	135	133
Depreciation	3,232	8,951
Net income (loss)	154,427	(197,216)
Segment assets	6,487,595	9,556,562
Corporate, Infrastructure and Other [Member]
Revenues	0	0
Cost of goods and services	0	0
Gross profit	0	0
Intangible assets amortization	0	0
Depreciation	0	0
Net income (loss)	(1,980,236)	(2,656,914)
Segment assets	$ 10,606,622	$ 2,995,107	$ 13,740,892

13. Tax Provision (Details Narr

13. Tax Provision (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 8,500,000
NOL beginning expiration date	Dec. 31, 2039