Medicine Man (SHWZ) 10-Q 13 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 10, 2021
Cover [Abstract]
Entity Registrant Name	Medicine Man Technologies, Inc.
Entity Central Index Key	0001622879
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
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	true
Entity Common Stock, Shares Outstanding		42,331,595
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
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, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 22,966,320	$ 1,231,235
Accounts receivable, net of allowance for doubtful accounts	2,365,063	1,270,380
Accounts receivable - related party	0	80,494
Inventory	5,588,257	2,619,145
Notes receivable - related party	40,231	181,911
Prepaid expenses	627,016	614,200
Total current assets	31,586,887	5,997,365
Non-current assets
Fixed assets, net accumulated depreciation of $1,032,211 and $872,579, respectively	3,089,027	2,584,798
Goodwill	40,532,910	53,046,729
Intangible assets, net accumulated amortization of $1,796,386 and $200,456, respectively	97,589,114	3,082,044
Marketable securities, net of unrealized gain (loss) of $214,630 and ($129,992), respectively	491,412	276,782
Accounts receivable - litigation	3,063,968	3,063,968
Other noncurrent assets	423,710	51,879
Operating lease right of use assets	4,242,124	2,579,036
Total non-current assets	149,432,265	64,685,236
Total assets	181,019,152	70,682,601
Current liabilities
Accounts payable	2,481,572	3,508,478
Accounts payable - related party	41,123	48,982
Accrued expenses	8,298,446	2,705,445
Derivative liabilities	2,301,295	1,047,481
Deferred revenue	0	50,000
Notes payable - related party	0	5,000,000
Total current liabilities	13,122,436	12,360,386
Long-term liabilities
Long term debt	54,250,000	13,901,759
Lease liabilities	4,342,018	2,645,597
Total long-term liabilities	58,592,018	16,547,356
Total liabilities	71,714,454	28,907,742
Shareholders' equity
Common stock $0.001 par value. 250,000,000 authorized, 42,819,815 shares issued and 42,331,595 outstanding as of March 31, 2021 and 42,601,773 shares issued and 42,169,041 outstanding as of December 31, 2020, respectively.	42,820	42,602
Preferred stock $0.001 par value. 10,000,000 authorized. 87,266 shares issued and outstanding as of March 31, 2021 and 19,716 shares issued and outstanding as of December 31, 2020, respectively.	87	20
Additional paid-in capital	157,530,563	85,357,835
Accumulated deficit	(46,823,076)	(42,293,098)
Common stock held in treasury, at cost, 488,220 shares held as of March 31, 2021 and 432,732 shares held as of December 31, 2020.	(1,445,696)	(1,332,500)
Total shareholders' equity	109,304,698	41,774,859
Total liabilities and stockholders' equity	$ 181,019,152	$ 70,682,601

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 1,032,211		$ 872,579
Accumulated amortization	1,796,386		$ 200,456
Marketable securities, unrealized gain (loss)	$ 214,630	$ (129,992)
Common stock authorized	250,000,000		250,000,000
Common stock par value	$ 0.001		$ 0.001
Common stock issued	42,819,815		42,601,773
Common stock outstanding	42,331,595		42,169,041
Preferred stock authorized	10,000,000		10,000,000
Preferred stock par value	$ 0.001		$ 0.001
Preferred stock issued	87,266		19,716
Preferred stock outstanding	87,266		19,716
Treasury Stock, Common, Shares	488,220		432,732

Condensed Statement of Comprehe

Condensed Statement of Comprehensive (Loss) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating revenues
Total revenue	$ 19,340,115	$ 3,203,134
Cost of goods and services
Cost of goods and services	12,087,111	2,148,535
Total cost of goods and services	12,087,111	2,148,535
Gross profit	7,253,004	1,054,599
Operating expenses
Selling, general and administrative	3,189,638	666,919
Professional services	2,195,108	1,248,988
Salaries	1,869,358	1,997,036
Stock-based compensation	1,483,806	1,252,731
Total operating expenses	8,737,910	5,165,674
Loss from operations	(1,484,906)	(4,111,075)
Other income (expense)
Interest income (expense), net	(961,282)	48,042
Gain on forfeiture of contingent consideration	0	1,462,636
Unrealized gain (loss) on derivative liabilities	(1,253,814)	1,191,963
Gain (loss) on sale of assets	292,479	0
Unrealized gain (loss) on investment	214,630	29,124
Total other income (expense)	(1,707,987)	2,731,765
Loss before income taxes	(3,192,893)	(1,379,310)
Provision for income tax (benefit) expense	456,614	0
Net loss	$ (3,649,507)	$ (1,379,310)
Loss per share attributable to common shareholders
Basic and diluted loss per share	$ (0.09)	$ (0.03)
Weighted average number of shares outstanding, basic and diluted	42,616,309	39,952,628
Comprehensive loss	$ (3,649,507)	$ (1,379,310)
Retail [Member]
Operating revenues
Total revenue	11,816,200	0
Wholesale [Member]
Operating revenues
Total revenue	7,446,265	2,528,931
Other [Member]
Operating revenues
Total revenue	$ 77,650	$ 674,203

Statement Of Changes in Stockho

Statement Of Changes in Stockholders Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock [Member]	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2019		39,952,628	257,732
Beginning balance, value at Dec. 31, 2019		$ 39,953	$ (1,000,000)	$ 50,356,469	$ (22,816,477)	$ 26,579,945
Net income (loss)					(1,379,310)	(1,379,310)
Stock based compensation expense related to stock options				1,252,731		1,252,731
Ending balance, shares at Mar. 31, 2020		39,952,628	257,732
Ending balance, value at Mar. 31, 2020		$ 39,953	$ (1,000,000)	51,609,200	(24,195,787)	26,453,366
Beginning balance, shares at Dec. 31, 2019		39,952,628	257,732
Beginning balance, value at Dec. 31, 2019		$ 39,953	$ (1,000,000)	50,356,469	(22,816,477)	26,579,945
Ending balance, shares at Dec. 31, 2020	19,716	42,601,773	432,732
Ending balance, value at Dec. 31, 2020	$ 20	$ 42,602	$ (1,332,500)	85,357,835	(42,099,098)	41,774,859
Net income (loss)					(3,649,507)	(3,649,507)
Issuance of stock as payment for acquisitions, shares	20,240
Issuance of stock as payment for acquisitions, value	$ 20			20,239,980		20,240,000
Return of common stock as compensation to employees, officers and/or directors
Issuance of common stock as compensation to employees, officers, and/or directors , shares		218,042
Issuance of common stock as compensation to employees, officers, and/or directors , value		$ 218		444,588		444,806
Issuance of common stock in connection with sales made under private of public offerings, shares	47,310
Issuance of common stock in connection with sales made under private of public offerings, value	$ 47			50,449,160		50,449,207
Dividends declared					(880,471)	(880,471)
Return of common stock, shares			55,488
Return of common stock, value			$ (113,196)			(113,196)
Stock based compensation expense related to stock options				1,039,000		1,039,000
Ending balance, shares at Mar. 31, 2021	87,266	42,819,815	488,220
Ending balance, value at Mar. 31, 2021	$ 87	$ 42,820	$ (1,445,696)	$ 157,530,563	$ (46,823,076)	$ 109,304,698

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss for the period	$ (3,649,507)	$ (1,379,310)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,790,568	6,113
Gain on forfeiture of contingent consideration	0	(1,462,636)
(Gain) loss on change in derivative liabilities	1,253,814	(1,191,963)
(Gain) loss on investment, net	(214,630)	(29,124)
Stock based compensation	1,483,806	1,252,731
Changes in operating assets and liabilities
Accounts receivable	(1,014,189)	(107,426)
Accrued interest receivable	0	(1,248)
Inventory	225,878	42,251
Prepaid expenses and other current assets	(12,816)	0
Other assets	(371,831)	(178,290)
Operating lease right of use assets and liabilities	33,334	5,053
Accounts payable and other liabilities	2,224,092	572,827
Deferred revenue	(50,000)	0
Net cash provided by (used in) operating activities	1,698,519	(2,471,022)
Cash flows from investing activities
Purchase of fixed assets	(633,114)	(307,178)
Cash consideration for acquisition of business	(65,109,039)	0
Issuance of notes receivable	141,680	0
Net cash (used in) investing activities	(65,600,473)	(307,178)
Cash flows from financing activities
Proceeds from issuance of debt, net	40,348,241	0
Repayment of notes payable	(5,000,000)	0
Proceeds from issuance of stock, net of issuance costs	50,282,798	0
Net cash provided by financing activities	85,631,039	0
Net (decrease) increase in cash and cash equivalents	21,729,085	(2,778,200)
Cash and cash equivalents at beginning of period	1,237,235	11,853,627
Cash and cash equivalents at end of period	22,966,320	9,075,427
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 897,247	$ 0

Organization and Nature of Oper

Organization and Nature of Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	Organization and Nature of Operations Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, we entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corp., dba Medicine Man Denver (“Medicine Man Denver”) pursuant to which Medicine Man Denver granted us a license to use all of the proprietary processes that they had developed, implemented and practiced at their cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical 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 “License Agreement”) for 10 years. In 2017, the Company acquired additional cultivation intellectual property through the acquisition of Success Nutrients™ and Pono Publications, including the rights to the book titled “Three A Light” and its associated cultivation techniques, which have been part of the Company’s products and services offerings since the acquisition. The Company acquired Two J’s LLC d/b/a The Big Tomato (“The Big Tomato”) in 2018, which operates a retail location in Aurora, Colorado. It has been a leading supplier of hydroponics and indoor gardening supplies in the metro Denver area since May 2001. The Company was focused on cannabis dispensary and cultivation consulting and providing equipment and nutrients to cannabis cultivators until its first plant touching acquisition in April of 2020. In 2019, due to the changes in Colorado law permitting non-Colorado resident and publicly traded investment into “plant-touching” cannabis companies, the Company made a strategic decision to move toward direct plant-touching operations. The Company developed a plan to roll up a number of direct plant-touching dispensaries, manufacturing facilities, and cannabis cultivations with a target to be one of the largest seed to sale cannabis businesses in Colorado. In April 2020, the Company acquired its first plant-touching business, Mesa Organics Ltd. (“Mesa Organics”), which consists of four dispensaries and one manufacturing infused products facility (“MIP”), d/b/a Purplebee’s. 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. On December 17, 2020, the Company closed on the acquisition of (i) Starbuds Pueblo LLC; and (ii) Starbuds Alameda LLC. On December 18, 2020, the Company closed on the acquisition of (i) Starbuds Commerce City LLC; (ii) Lucky Ticket LLC; (iii) Starbuds Niwot LLC; and (iv) LM MJC LLC under the applicable Asset Purchase Agreements (“APAs”). On February 4, 2021, the Company acquired the assets of Colorado Health Consultants LLC and Mountain View 44th LLC under the applicable APAs. On March 2, 2021, the Company acquired the assets of (i) Starbuds Aurora LLC, (ii) SB Arapahoe LLC; (iii) Citi-Med LLC; (iv) Starbuds Louisville LLC; and (v) KEW LLC under the applicable APAs. From December 2020 through March 2021 the Company completed a private placement of Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) for aggregate gross proceeds of $57.7 million dollars. In the private placement, the Company issued and sold an aggregate of 57,700 shares of Series A Preferred Stock at a price of $1,000 per share under securities purchase agreement with Dye Capital Cann Holdings II, LLC (“Dye Cann II”) and CRW Cann Holdings, LLC (“CRW”) as well as subscription agreements with unaffiliated investors. Among other terms, each share of Series A Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of the Company’s common stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. In addition, on December 16, 2020, the Company issued and sold a Convertible Promissory Note and Security Agreement in the original principal amount of $5,000,000 to Dye Capital & Company, LLC (“Dye Capital”). On February 26, 2021, Dye Capital converted all outstanding amounts under the note into 5,060 shares of Preferred Stock. The Company is focused on growing through internal growth, acquisition, and new licenses in the Colorado cannabis market. The Company is focused on building the premier vertically integrated cannabis company in Colorado. The company's leadership team has deep expertise in mainstream consumer packaged goods, retail, and product development at Fortune 500 companies as well as in the cannabis sector. The Company has a high-performance culture and a focus on analytical decision making, supported by data. Customer-centric thinking inspires the Company’s strategy and provides the foundation for the Company’s operational playbooks. The Company’s operations are organized into three different segments as follows: (i) retail, consisting of retail locations for sale of cannabis products, (ii) wholesale, consisting of manufacturing and sale of wholesale cannabis products, nutrients for cannabis, and hydroponics and indoor gardening supplies, and (iii) other, consisting of all other income and expenses, including those related to licensing and consulting services, facility design services, facility management services, and corporate operations.

1. Liquidity and Capital Resour

1. Liquidity and Capital Resources	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Capital Resources	1. Liquidity and Capital Resources During the quarters ended March 31, 2021 and 2020, the Company primarily used revenues from its operations 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 $22,966,320 and $1,231,235 classified as cash and cash equivalents as of March 31, 2021 and December 31, 2020, 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. As of 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 Company did not have any such United States Treasury Bills as of March 31, 2021.

2. Critical Accounting Policies

2. Critical Accounting Policies and Estimates	3 Months Ended
	Mar. 31, 2021
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 unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s 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 unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2020 and 2019, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2021 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 During the quarter ended March 31, 2021, we changed our segments based on the way management discusses and reviews financial information. 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 as of March 31, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Level 1 – Marketable Securities Available-for-Sale – Recurring 491,412 276,782 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., a publicly-traded company whose securities are actively quoted on the Toronto Stock Exchange. 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. This accounts receivable relates to the Company’s wholesale and other revenue segments. Accounts receivable is recorded when a milestone is reached at point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days after invoice is sent. Consulting revenues are generally collected from 30 to 60 days after the invoice is sent. The following table depicts the composition of our accounts receivable as of March 31, 2021, and December 31, 2020: March 31, 2021 December 31, 2020 Accounts receivable – trade $ 2,524,718 $ 1,315,188 Accounts receivable – related party – 80,494 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (159,656 ) (44,808 ) Total accounts receivable $ 5,429,031 $ 4,414,842 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. As of March 31, 2021 and December 31, 2020, the Company recorded an allowance for doubtful accounts of $159,656 and $ , respectively. 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.. 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, 2021 and December 31, 2020, the outstanding balance, including accrued interest, on the notes receivable with AMC totaled $248,025 and $246,765, respectively. As of March 31, 2021 and December 31, 2020, the Company has recorded a full allowance on the note receivable balance. Other Assets (Current and Non-Current) Other assets as of March 31, 2021 and December 31, 2020 were $1,050,726 and $666,079, respectively. As of March 31, 2021, this balance included $627,016 in prepaid expenses and $423,710 in security deposits. As of December 31, 2020, other assets included $345,777 in prepaid expenses, $268,423 in tax receivable, and $51,879 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 as of December 31, 2020, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. No additional factors or circumstances existed as of March 31, 2021 that would indicate impairment. 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, 2020 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Accounts Payable Accounts payable as of March 31, 2021 and December 31, 2020 were $2,522,695 and $3,557,460, 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 as of March 31, 2021 and December 31, 2020 were $8,298,446 and $2,705,445, respectively. As of March 31, 2021, this was comprised of customer deposits of $24,958, accrued payroll of $1,402,814, and operating expenses of $6,870,674. As of December 31, 2020, accrued expenses and other liabilities was comprised of customer deposits of $26,826, accrued payroll of $1,154,887, and operating expenses of $1,523,732. 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: retail; wholesale; and other. Retail and wholesale 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. Other revenue consists of other income and expenses, including related to, licensing and consulting services, facility design services, facility management services, the Company’s Three A Light™ publication, and corporate operations. Revenue 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 or 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 $111,685 and $129,267 during the quarter ended March 31, 2021 and 2020, 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 common stock is publicly traded, the value is determined based on the number of shares of common stock issued and the trading value of the common stock on the date of the transaction. On June 20, 2018, the Financial Accounting Standards Board (“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 $1,483,806 in expense for stock-based compensation from common stock options and common stock issued to employee, officers, and directors during the three months ended March 31, 2021, and $1,252,731 in expense for stock-based compensation from common stock options issued to employees during the three months ended March 31, 2020. 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 are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined. As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (IRC) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. 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 ROU assets and operating lease liabilities, current and non-current, on the Company's consolidated balance sheets.

3. Recent Accounting Pronouncem

3. Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2021
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: In January 2017 the FASB issued 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, 2021
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 $ 294,204 $ 228,451 Leasehold improvements 656,314 90,314 Machinery and Tools 1,401,752 1,456,752 Office equipment 69,983 104,059 Software 1,308,387 1,308,387 Work in process 390,598 269,414 $ 4,121,239 $ 3,457,377 Less: Accumulated depreciation (1,032,211 ) (872,579 ) Total property and equipment, net of depreciation $ 3,089,027 $ 2,584,798 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, 2021 and 2020 was $194,637 and $4,465 respectively.

5. Intangible Asset

5. Intangible Asset	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	5. Intangible Asset Intangible assets as of March 31, 2021 and December 31, 2020 were comprised of the following: March 31, December 31, Licenses $ 88,745,700 $ 1,667,000 Tradename 4,270,000 350,000 Customer relationships 5,150,000 1,055,000 Non-compete 1,130,000 120,000 Product license and registration 57,300 57,300 Trade secret – intellectual property 32,500 32,500 $ 99,385,500 $ 3,282,500 Less: accumulated amortization (1,796,386 ) (200,456 ) Total intangible assets, net of amortization $ 97,589,114 $ 3,082,044 Amortization expense for the three months ended March 31, 2021 and 2020 was $1,595,931 and $1,648, respectively.

6. Derivative Liability

6. Derivative Liability	3 Months Ended
	Mar. 31, 2021
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, 2021, the fair value of these derivative liabilities is $2,301,295. The change in the fair value of derivative liabilities for the three months ended March 31, 2021 was $1,253,814 resulting in an aggregate unrealized loss on derivative liabilities.

7. Related Party Transactions

7. Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	7. Related Party Transactions Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities During the year ended December 31, 2020, the Company recorded sales to Medicine Man Denver, totaling $997,262. The Company had an accounts receivable balance with Medicine Man Denver totaling $72,109 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in Medicine Man Denver. Effective February 25, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Medicine Man Denver during the period ended March 31, 2021. During the year ended December 31, 2020, the Company recorded sales to MedPharm Holdings LLC (“MedPharm”) totaling $73,557. The Company had a net accounts receivable balance with MedPharm totaling $5,885 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in MedPharm. Effective February 25, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from MedPharm during the period ended March 31, 2021. Also, during the year ended December 31, 2019, the Company issued various notes receivable to MedPharm 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. On August 1, 2020, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with MedPharm. Pursuant to the terms of the Settlement Agreement, the Company and MedPharm agreed that the amount of the settlement to be furnished to the Company by MedPharm shall be $767,695 in principal and $47,161 in accrued interest. The Company received a $100,000 cash payment from MedPharm on August 1, 2020. On September 4, 2020, Andrew Williams, a member of the MedPharm Board of Directors and the Company’s former Chief Executive Officer, returned 175,000 shares of the Company’s common stock to the Company, as equity consideration at a price of $1.90 per share, a mutually agreed upon price per share. These shares are held in treasury. The remaining outstanding principal and interest of $181,911 due and payable by MedPharm under the Settlement Agreement will be paid out in bi-weekly installments of product by scheduled deliveries through March 31, 2021. As of March 31, 2021, the remaining outstanding principal and interest was $40,231. During the year ended December 31, 2020, the Company recorded sales to Baseball 18, LLC (“Baseball”) totaling $14,605, to Farm Boy, LLC (“Farm Boy”) totaling $16,125, to Emerald Fields LLC (“Emerald Fields”) totaling $16,605, and to Los Sueños Farms (“Los Sueños”) totaling $52,244. As of December 31, 2020 the Company had net accounts payable balances with Baseball of $31,250, and with Farm Boy of $93,944. One of the Company’s former directors, Robert DeGabrielle, owns the Colorado retail marijuana cultivation licenses for Farm Boy, Baseball, Emerald Fields, and Los Sueños. Effective June 19, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Baseball, Farm Boy, Emerald Fields, or Los Sueños during the period ended March 31, 2021. Transactions with Entities Affiliated with Justin Dye The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and Dye Cann II. Justin Dye, the Company’s Chief Executive Officer, one of our directors, and the largest beneficial owner of the Company’s common stock and Series A Preferred Stock, controls Dye Capital and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding common stock. Dye Cann II is a significant holder of the Series A Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II. The Company entered into a Securities Purchase Agreement with Dye Cann I on June 5, 2019, (as amended, the “Dye Cann I SPA”) pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of the Company’s common stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of common stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 shares of common stock and warrants to purchase 1,500,000 shares of common stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of common stock and warrants to purchase 9,287,500 shares of common stock for aggregate gross proceeds of $18,575,000 to the Company. The terms of the Dye Cann I SPA are disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2019. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, as described in the Company’s Current Report on Form 8-K filed on July 17, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, as described in the Company’s Current Report on Form 8-K filed on May 22, 2020, and a Consent, Waiver and Amendment on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer. The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of common stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. The Company also granted Dye Cann I the right to designate one or more individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of the Company’s common stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of the Company’s common stock (on a fully-diluted basis) that it then owns. The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020 pursuant to which the Company agreed to sell to Dye Cann II shares of Series A Preferred Stock in one or more tranches at a price of $1,000 per share. The terms of the Dye Cann II SPA are disclosed in the Company’s Current Report on Form 8-K filed on December 23, 2020. The Company and Dye Cann II entered into an amendment to the Dye Cann II SPA on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020, a second amendment to the Dye Cann II SPA on February 3, 2021, as described in the Company’s Form 8-K filed on February 9, 2021, and a third amendment to the Dye Cann II SPA on March 30, 2021, as described under Item 9B of this Report. The Company issued and sold to Dye Cann II 7,700 shares of Series A Preferred Stock on December 16, 2020, 1,450 shares of Series A Preferred Stock on December 18, 2020, 1,300 shares of Series Preferred Stock on December 22, 2020, 3,100 shares of Series A Preferred Stock on February 3, 2021, 3,800 shares of Series A Preferred Stock on March 2, 2021 and 4,000 shares of Series A Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Series A Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000. The Company granted Dye Cann II certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the Dye Cann II SPA. Further, the Company granted Dye Can II the right to designate one or more individuals for election or appointment to the Board and Board observer rights. On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000 as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Series A Preferred Stock to Dye Capital and also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series Preferred Stock upon conversion, as described in the Company’s Current Report on Form 8-K filed on March 4, 2021. The Company previously reported the terms of the Series A Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020 and under Item 1 of this Report, which disclosure is incorporated herein by reference. During the year ended December 31, 2020, the Company recorded expenses of $66,264 with Tella Digital. During the quarter ended March 31, 2021, the Company recorded expenses of $170,119 with Tella Digital. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye serves as Chairman of Tella Digital and has super majority rights. Transactions with CRW and Affiliated Entities On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. On the same date, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted to common stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company will pay CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $10,000. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW. Mr. Cozad and his family members indirectly own membership interests in CRW. The Company previously reported the terms of the CRW SPA and the CRW letter agreement in the Company’s Current Report on Form 8-K filed March 4, 2021. Transactions with Entities Affiliated with Brian Ruden The Company has participated in several transactions involving entities owned or affiliated with Brian Ruden, one of its directors and a beneficial owner of more than 5% of the Company’s common stock and a beneficial owner of more than 5% of the Series A Preferred Stock. Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD, LLC acquired the Star Buds assets. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021. The aggregate purchase price for the Star Buds assets was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, also referred to in this Report as “seller note(s),” (iii) 29,500 shares of Series A Preferred Stock, of which 25,075 shares were issued at the applicable closings and 4,425 shares are held in held in escrow and will be released post-closing to either Star Buds or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of the Company’s common stock to the sellers. As of March 31, 2021, the Company owed an aggregate principal amount of $44,250,000 under the seller notes and accrued but unpaid interest of $425,162. The Company has not paid any principal and has paid an aggregate of $810,887 of interest on the seller notes as of March 31, 2021. Mr. Ruden’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $13,727,490 in cash at the applicable closings, (ii) $13,727,490 in seller notes, (iii) 9,152 shares of Series A Preferred Stock, of which 7,779 shares were issued at the applicable closings and 1,373 shares are held in held in escrow and will be released post-closing to either Mr. Ruden or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 1,715,936 shares of the Company’s common stock to Mr. Ruden and paid Mr. Ruden an aggregate of $111,824 in interest on his seller notes. Mr. Ruden was a part-owner of each of the Star Buds companies that sold assets to SBUD, LLC. Mr. Ruden owned 50% of Colorado Health Consultants LLC, 50% of Starbuds Aurora LLC, 50% of Starbuds Pueblo LLC, 50% of Starbuds Alameda LLC, 48% of SB Arapahoe LLC, 36% of Starbuds Commerce City LLC, 30% of Starbuds Louisville LLC, 25% of Starbuds Niwot LLC, 16.66% of Lucky Ticket LLC, 15% of KEW LLC, and 10% of LM MJC LLC. In connection with acquiring the Star Buds assets for our Pueblo West and Commerce City locations, SBUD LLC entered into a lease with each of 428 S. McCulloch LLC and 5844 Ventures LLC on substantially the same terms. Each of the leases is for an initial three-year term. The lease with 428 S. McCulloch LLC is for the Company’s Pueblo West Star Buds location and was effective on December 17, 2020. The lease with 45844 Ventures LLC is for the Company’s Commerce City Star Buds location and was effective on December 18, 2020. Each lease provides for a monthly rent payment of $5,000. SBUD LLC expect to pay each landlord an aggregate of $180,000 during the initial term of the leases. During 2020, SBUD LLC made aggregate rent payments of $10,000. Between January 1, 2021 and March 31, 2021, SBUD LLC made aggregate rent payments of $30,000. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms. The rent increase to $5,500 per month during the first three-year renewal period, and to $6,050 during the second three-year renewal period. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party. On December 17, 2020, SBUD, LLC entered into a Trademark License Agreement with Star Brands LLC under which Star Brands LLC licenses certain trademarks to SBUD, LLC effective as of the closing of the acquisitions of all of the Star Buds assets. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC. In connection with the Star Buds acquisitions, the Company granted Mr. Ruden and Naser Joudeh the right designate individuals for election or appointment to the Board.

8. Inventory

8. Inventory	3 Months Ended
	Mar. 31, 2021
Inventory Disclosure [Abstract]
Inventory	8. Inventory As of March 31, 2021, and December 31, 2020, respectively, the Company had $3,345,353 and $2,090,887 of finished goods inventory. As of March 31, 2021 the Company had $911,246 of work in process and $1,331,658 of raw materials. As of December 31, 2020, the Company had $500,917 of work in process and $27,342 of raw materials. The Company uses the FIFO inventory valuation method. As of March 31, 2021 and December 31, 2020, the Company did not recognize any impairment for obsolescence within its inventory.

9. Goodwill

9. Goodwill	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	9. Goodwill On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of its common stock for 100% ownership of both Success Nutrients and Pono Publications. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $6,301,080 of goodwill. On July 21, 2017, the Company issued 2,258,065 shares of its common stock for 100% ownership of Denver Consulting Group (“DCG”). The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $3,003,226 of goodwill. On September 17, 2018, we closed the acquisition of The Big Tomato. The Company issued an aggregate of 1,933,329 shares of its common stock for 100% ownership of The Big Tomato. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $3,000,000 of goodwill. On April 20, 2020, the Company closed the acquisition of Mesa Organics. The aggregate purchase price after working capital adjustments was $2,609,500 of cash and 2,554,750 shares of the Company’s Common Stock. The Company accounted for the transaction utilizing purchase price accounting stating that the book value approximates the fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $2,147,613 of goodwill. From December 2020 through March 2021, the Company closed the acquisition of thirteen Star Buds dispensaries and one cultivation facility. The aggregate purchase price was $118,000,000. The Company accounted for the transaction utilizing purchase price accounting stating that the book value approximates the fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $26,080,991 of goodwill. As of March 31, 2021, the Company had $40,532,910 of goodwill which consisted of $6,301,080 from Success Nutrients and Pono Publications, $3,003,226 from DCG, $3,000,000 from The Big Tomato, $2,147,613 from Mesa Organics, and $26,080,991 from Star Buds.

10. Leases

10. Leases	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Leases	10. 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 an 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% and 12%. Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line March 31, 2021 Asset Operating lease right of use assets Noncurrent assets $ 4,242,124 Liabilities Lease liabilities Noncurrent liabilities $ 4,342,018 Lease Costs The table below summarizes the components of lease costs for the three months ended March 31, 2021. Three Months Ended Operating lease costs $ 278,117 Maturities of Lease Liabilities Maturities of lease liabilities as of March 31, 2021 are as follows: 2021 fiscal year $ 4,418,867 Less: Interest (76,848 ) Present value of lease liabilities $ 4,342,018 The following table presents the Company’s future minimum lease obligation under ASC 840 as of March 31, 2021: 2021 fiscal year 1,109,215 2022 fiscal year 1,479,393 2023 fiscal year 1,354,595 2024 fiscal year 723,590 2025 fiscal year 333,356 2026 fiscal year 178,648 Total 5,178,796

11. Stockholders' Equity

11. Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	11. Stockholders’ Equity The Company is authorized to issue two classes of stock, 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. The Company had 87,266 shares of Series A Preferred Stock issued and outstanding as of March 31, 2021 and 19,716 shares of Series A Preferred Stock issued and outstanding as of December 31, 2020. Among other terms, each share of Series A Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of the Company’s common stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. Common Stock The Company is authorized to issue 250,000,000 shares of common stock at a par value of $0.001. The Company had 42,819,815 shares of common stock issued and 42,331,595 shares of common stock outstanding as of March 31, 2021, and 42,601,773 shares of common stock issued and 42,169,041 shares of common stock outstanding as of December 31, 2020. Common Stock Issued in Private Placements During the year ended December 31, 2020, the Company issued 187,500 shares of common stock and warrants to purchase 187,500 shares of common stock, for gross proceeds of $375,000. Common Stock Issued as Compensation to Employees, Officers, and Directors 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. During the year ended December 31, 2020, the Company issued 406,895 shares of common stock valued at $497,301 to employees, officers, and directors as compensation. During the quarter ended March 31, 2021, the Company issued 218,042 shares of common stock valued at $444,806 to employees, and directors as compensation. Common and Preferred Stock Issued as Payment for Acquisitions On April 20, 2020, the Company issued 2,554,750 shares of common stock valued at $4,167,253 for the acquisition of Mesa Organics, Ltd. On December 17, 2020, the Company issued 2,862 shares of Series A Preferred Stock valued at $2,861,994 and on December 18, 2020, the Company issued 6,404 shares of Series A Preferred Stock valued at $6,403,987 for the acquisition of Star Buds assets. On February 3, 2021, the Company issued 2,319 shares of Series A Preferred Stock valued at $2,318,998 and on March 3, 2021, the Company issued 17,921 shares of Series A Preferred Stock valued at $17,920,982 for the acquisition of Star Buds assets. 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 quarter ended March 31, 2021, the Company issued warrants to purchase an aggregate of 3,793,530 shares of common stock as purchase consideration for the acquisition of certain Star Buds assets. These warrants have an exercise price of $1.20 per share and expiration dates five years from the date of issuance. In addition, the Company issued a warrant to purchase an aggregate 1,500,000 shares of common stock to an accredited investor in connection with entering into a loan agreement. This warrant has an exercise price of $2.50 per share and expires five 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 $1.20 of $2.50, respectively, (ii) the contractual term of the warrant of 5 years, (iii) a risk-free interest rate ranging between 0.46% - 0.75% and (iv) an expected volatility of the price of the underlying common stock ranging between 192.71% - 195.00%. The following table reflects the change in common stock purchase warrants for the three months ended March 31, 2021. Number of shares Balance as of January 1, 2021 11,725,220 Warrants exercised – Warrants forfeited – Warrants issued 5,293,530 Balance as of March 31, 2021 17,018,750 Option Repricing On December 15, 2020, the Board repriced certain outstanding stock options issued to the Company’s current employees. The repriced stock options had original exercise prices ranging from $1.52 per share to $3.83 per share. All of these stock options to current employees were repriced to have an exercise price of $1.26 per share, which was the closing price of the Company’s common stock on December 15, 2020. Each of the options has a new 10-year term from the repricing date.

12. Segment Information

12. Segment Information	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Segment Information	12. Segment Information The Company has three identifiable segments as of March 31, 2021; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing and wholesale business which sell merchandise to customers via e-commerce portals, a retail location, and manufacturing facility. The other segment 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 following information represents segment activity for the three-month periods ended March 31, 2021 and March 31, 2020: For the Three Months Ended March 31, 2021 2020 Retail Wholesale Other Total Retail Wholesale Other Total Revenues $ 11,816,200 7,446,265 77,650 19,340,115 $ – $ 2,528,931 $ 674,203 $ 3,203,134 Cost of goods and services $ (7,500,757 ) (4,483,694 ) (102,660 ) (12,087,111 ) $ – $ (1,896,226 ) $ (252,309 ) $ (2,148,535 ) Gross profit $ 4,315,443 2,962,571 (25,010 ) 7,253,004 $ – $ 633,705 $ 421,894 $ 1,054,599 Intangible assets amortization $ 1,594,302 1,497 133 1,595,931 $ – $ 1,513 $ 135 $ 1,648 Depreciation $ 84,298 3,641 106,699 194,637 $ – $ 1,233 $ 3,232 $ 4,465 Net income (loss) $ 1,398,651 2,814,014 (7,862,172 ) (3,649,507 ) $ – $ 446,499 $ (1,825,809 ) $ (1,379,310 ) Segment assets $ 132,931,035 21,326,258 26,761,858 181,019,151 $ – $ 12,935,074 $ 17,094,217 $ 30,029,291

13. Tax Provision

13. Tax Provision	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Tax Provision	13. Tax Provision The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2021 and March 31, 2020: Three Months Ended March 31, 2021 2020 Income (Loss) before Income Taxes (3,192,891 ) (1,379,310 ) Income Tax Expense 456,614 – Effective Tax Rate -14.30% 0% The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business. Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. The effective tax rate for the three months ended March 31, 2021 varied from the three months ended March 31, 2020 primarily due to IRC Section 280E. The Company acquired plant-touching cannabis operations during 2020 and 2021 and these plant-touching operations are subject to the limitations of IRC Section 280E. As of March 31, 2020, the Company had not yet acquired these cannabis plant-touching operations and the Company was not subject to IRC Section 280E. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's valuation allowance represents the amount of tax benefits that are likely to not be realized. Management assesses the need for a valuation allowance each period and continues to have a full valuation allowance on its deferred tax assets as of March 31, 2021. The Federal statute of limitation remains open for the 2017 tax year to present. The state statute of limitation remains open for the 2016 tax year to present.

14. Subsequent Events

14. Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events In accordance with FASB ASC 855-10, Subsequent Events 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. On August 1, 2020, the Company entered into the Settlement Agreement with MedPharm. As of March 31, 2021, the remaining outstanding principal and interest was $40,231. This amount was paid off on April 19, 2021. On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted common stock to an officer (former officer as of December 4, 2019), which would have vested at such time that the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. On May 3, 2021, the former officer and the Company entered into a separation agreement under which the former officer agreed to forfeit the 1,000,000 shares of restricted common stock. The former officer was entitled to $75,000 in bonus payments under the separation agreement. This payment was made on May 4, 2021.

2. Critical Accounting Polici_2

2. Critical Accounting Policies and Estimates (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Management's Representation of Interim Financial Statements	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 unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s 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 unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2020 and 2019, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2021 with the SEC.
Basis of Presentation	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	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 During the quarter ended March 31, 2021, we changed our segments based on the way management discusses and reviews financial information. 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, 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 as of March 31, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Level 1 – Marketable Securities Available-for-Sale – Recurring 491,412 276,782
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., a publicly-traded company whose securities are actively quoted on the Toronto Stock Exchange.
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. This accounts receivable relates to the Company’s wholesale and other revenue segments. Accounts receivable is recorded when a milestone is reached at point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days after invoice is sent. Consulting revenues are generally collected from 30 to 60 days after the invoice is sent. The following table depicts the composition of our accounts receivable as of March 31, 2021, and December 31, 2020: March 31, 2021 December 31, 2020 Accounts receivable – trade $ 2,524,718 $ 1,315,188 Accounts receivable – related party – 80,494 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (159,656 ) (44,808 ) Total accounts receivable $ 5,429,031 $ 4,414,842 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. As of March 31, 2021 and December 31, 2020, the Company recorded an allowance for doubtful accounts of $159,656 and $ , respectively.
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.. 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, 2021 and December 31, 2020, the outstanding balance, including accrued interest, on the notes receivable with AMC totaled $248,025 and $246,765, respectively. As of March 31, 2021 and December 31, 2020, the Company has recorded a full allowance on the note receivable balance.
Other assets (current and non-current)	Other Assets (Current and Non-Current) Other assets as of March 31, 2021 and December 31, 2020 were $1,050,726 and $666,079, respectively. As of March 31, 2021, this balance included $627,016 in prepaid expenses and $423,710 in security deposits. As of December 31, 2020, other assets included $345,777 in prepaid expenses, $268,423 in tax receivable, and $51,879 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 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 as of December 31, 2020, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. No additional factors or circumstances existed as of March 31, 2021 that would indicate impairment.
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, 2020 on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists.
Accounts payable	Accounts Payable Accounts payable as of March 31, 2021 and December 31, 2020 were $2,522,695 and $3,557,460, 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 as of March 31, 2021 and December 31, 2020 were $8,298,446 and $2,705,445, respectively. As of March 31, 2021, this was comprised of customer deposits of $24,958, accrued payroll of $1,402,814, and operating expenses of $6,870,674. As of December 31, 2020, accrued expenses and other liabilities was comprised of customer deposits of $26,826, accrued payroll of $1,154,887, and operating expenses of $1,523,732.
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: retail; wholesale; and other. Retail and wholesale 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. Other revenue consists of other income and expenses, including related to, licensing and consulting services, facility design services, facility management services, the Company’s Three A Light™ publication, and corporate operations. Revenue 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 or 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 $111,685 and $129,267 during the quarter ended March 31, 2021 and 2020, respectively.
Stock-Based Compensation	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 common stock is publicly traded, the value is determined based on the number of shares of common stock issued and the trading value of the common stock on the date of the transaction. On June 20, 2018, the Financial Accounting Standards Board (“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 $1,483,806 in expense for stock-based compensation from common stock options and common stock issued to employee, officers, and directors during the three months ended March 31, 2021, and $1,252,731 in expense for stock-based compensation from common stock options issued to employees during the three months ended March 31, 2020.
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 are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined. As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (IRC) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.
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’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 ROU assets and operating lease liabilities, current and non-current, on the Company's consolidated balance sheets.

2. Critical Accounting Polici_3

2. Critical Accounting Policies and Estimates (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of fair value measurement	The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of March 31, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Level 1 – Marketable Securities Available-for-Sale – Recurring 491,412 276,782
Schedule of Accounts Receivable	The following table depicts the composition of our accounts receivable as of March 31, 2021, and December 31, 2020: March 31, 2021 December 31, 2020 Accounts receivable – trade $ 2,524,718 $ 1,315,188 Accounts receivable – related party – 80,494 Accounts receivable – litigation, non-current 3,063,968 3,063,968 Allowance for doubtful accounts (159,656 ) (44,808 ) Total accounts receivable $ 5,429,031 $ 4,414,842

4. Property and Equipment (Tabl

4. Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Property and equipment table	Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following: March 31, December 31, Furniture and fixtures $ 294,204 $ 228,451 Leasehold improvements 656,314 90,314 Machinery and Tools 1,401,752 1,456,752 Office equipment 69,983 104,059 Software 1,308,387 1,308,387 Work in process 390,598 269,414 $ 4,121,239 $ 3,457,377 Less: Accumulated depreciation (1,032,211 ) (872,579 ) Total property and equipment, net of depreciation $ 3,089,027 $ 2,584,798
Schedule of property and equipment useful lives	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

5. Intangible Asset (Tables)

5. Intangible Asset (Tables)	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	Intangible assets as of March 31, 2021 and December 31, 2020 were comprised of the following: March 31, December 31, Licenses $ 88,745,700 $ 1,667,000 Tradename 4,270,000 350,000 Customer relationships 5,150,000 1,055,000 Non-compete 1,130,000 120,000 Product license and registration 57,300 57,300 Trade secret – intellectual property 32,500 32,500 $ 99,385,500 $ 3,282,500 Less: accumulated amortization (1,796,386 ) (200,456 ) Total intangible assets, net of amortization $ 97,589,114 $ 3,082,044

10. Leases (Tables)

10. Leases (Tables)	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Balance Sheet Classification Table	Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line March 31, 2021 Asset Operating lease right of use assets Noncurrent assets $ 4,242,124 Liabilities Lease liabilities Noncurrent liabilities $ 4,342,018
Operating Lease Costs	The table below summarizes the components of lease costs for the three months ended March 31, 2021. Three Months Ended Operating lease costs $ 278,117
Maturities of Lease Liabilities	Maturities of lease liabilities as of March 31, 2021 are as follows: 2021 fiscal year $ 4,418,867 Less: Interest (76,848 ) Present value of lease liabilities $ 4,342,018
Future minimum lease obligations	The following table presents the Company’s future minimum lease obligation under ASC 840 as of March 31, 2021: 2021 fiscal year 1,109,215 2022 fiscal year 1,479,393 2023 fiscal year 1,354,595 2024 fiscal year 723,590 2025 fiscal year 333,356 2026 fiscal year 178,648 Total 5,178,796

11. Stockholders' Equity (Table

11. Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of warrant activity	The following table reflects the change in common stock purchase warrants for the three months ended March 31, 2021. Number of shares Balance as of January 1, 2021 11,725,220 Warrants exercised – Warrants forfeited – Warrants issued 5,293,530 Balance as of March 31, 2021 17,018,750

12. Segment Information (Tables

12. Segment Information (Tables)	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following information represents segment activity for the three-month periods ended March 31, 2021 and March 31, 2020: For the Three Months Ended March 31, 2021 2020 Retail Wholesale Other Total Retail Wholesale Other Total Revenues $ 11,816,200 7,446,265 77,650 19,340,115 $ – $ 2,528,931 $ 674,203 $ 3,203,134 Cost of goods and services $ (7,500,757 ) (4,483,694 ) (102,660 ) (12,087,111 ) $ – $ (1,896,226 ) $ (252,309 ) $ (2,148,535 ) Gross profit $ 4,315,443 2,962,571 (25,010 ) 7,253,004 $ – $ 633,705 $ 421,894 $ 1,054,599 Intangible assets amortization $ 1,594,302 1,497 133 1,595,931 $ – $ 1,513 $ 135 $ 1,648 Depreciation $ 84,298 3,641 106,699 194,637 $ – $ 1,233 $ 3,232 $ 4,465 Net income (loss) $ 1,398,651 2,814,014 (7,862,172 ) (3,649,507 ) $ – $ 446,499 $ (1,825,809 ) $ (1,379,310 ) Segment assets $ 132,931,035 21,326,258 26,761,858 181,019,151 $ – $ 12,935,074 $ 17,094,217 $ 30,029,291

13. Tax Provision (Tables)

13. Tax Provision (Tables)	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Components of income tax expense	The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2021 and March 31, 2020: Three Months Ended March 31, 2021 2020 Income (Loss) before Income Taxes (3,192,891 ) (1,379,310 ) Income Tax Expense 456,614 – Effective Tax Rate -14.30% 0%

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended		4 Months Ended
	Feb. 26, 2021	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Dec. 16, 2020
Proceeds from issuance of stock		$ 50,282,798	$ 0
Dye Capital [Member] | Convertible Promissory Note [Member]
Debt face amount					$ 5,000,000
Debt converted, amount converted	$ 5,000,000
of Series A Cumulative Convertible Preferred Stock [Member] | Dye Cann II and CRW [Member]
Proceeds from issuance of stock				$ 57,700,000
Stock issued new, shares				57,700
Share Price		$ 1,000		$ 1,000
of Series A Cumulative Convertible Preferred Stock [Member] | Dye Capital [Member] | Convertible Promissory Note [Member]
Debt converted, shares issued	5,060

1. Liquidity and Capital Reso_2

1. Liquidity and Capital Resources (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 22,966,320	$ 1,231,235	$ 9,075,427

2. Critical Accounting Polici_4

2. Critical Accounting Policies and Estimates (Details - Level 3) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Inputs Level 1 [Member] | Fair Value Measurements Recurring [Member] | Marketable Securities [Member]
Fair value assets	$ 491,412	$ 276,782

2. Critical Accounting Polici_5

2. Critical Accounting Policies and Estimates (Details Receivables) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Total accounts receivable	$ 5,429,031	$ 4,414,842
Allowance for doubtful accounts	(159,656)	(44,808)
Trade Accounts Receivable [Member]
Total accounts receivable	2,524,718	1,315,188
Accounts receivable - related party [Member]
Total accounts receivable	0	80,494
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, 2021	Mar. 31, 2020	Dec. 31, 2020
Allowance for doubtful accounts	$ 159,656		$ 44,808
Debt expense	28,074	$ 0
Notes receivable	247,272		241,711
Other assets	1,050,726		666,079
Intangible assets impairment	0
Accounts payable	2,522,695		3,557,460
Accrued expenses and other liabilities	8,298,446		2,705,445
Advertising and marketing expense	111,685	129,267
Stock based compensation expense	1,483,806	$ 1,252,731
Customer Deposits [Member]
Accrued expenses and other liabilities	24,958		26,826
Accrued Payroll [Member]
Accrued expenses and other liabilities	1,402,814		1,154,887
Operating Expenses [Member]
Accrued expenses and other liabilities	6,870,674		1,523,732
Prepaid Expenses [Member]
Other assets	627,016		345,777
Security Deposits [Member]
Other assets	$ 423,710		51,879
Tax Receivable [Member]
Other assets			268,423
Minimum [Member]
Intangible assets useful lives	10 years
Maximum [Member]
Intangible assets useful lives	15 years
Abba Medix [Member]
Notes receivable	$ 248,025		$ 246,765

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property and Equipment, gross	$ 4,121,239	$ 3,457,377
Less: Accumulated Depreciation	(1,032,211)	(872,579)
Property and equipment, net	3,089,027	2,584,798
Furniture and Fixtures [Member]
Property and Equipment, gross	294,204	228,451
Leasehold Improvements [Member]
Property and Equipment, gross	656,314	90,314
Machinery and Tools [Member]
Property and Equipment, gross	1,401,752	1,456,752
Office Equipment [Member]
Property and Equipment, gross	69,983	104,059
Software [Member]
Property and Equipment, gross	1,308,387	1,308,387
Work In Progress [Member]
Property and Equipment, gross	$ 390,598	$ 269,414

4. Property and Equipment (De_2

4. Property and Equipment (Details - Expected life)	3 Months Ended
	Mar. 31, 2021
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, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 194,637	$ 4,465

5. Intangible Asset (Details)

5. Intangible Asset (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Intangible assets, gross	$ 99,385,500	$ 3,282,500
Less: accumulated amortization	(1,796,386)	(200,456)
Intangible assets, net	97,589,114	3,082,044
License [Member]
Intangible assets, gross	88,745,700	1,667,000
Trade Names [Member]
Intangible assets, gross	4,270,000	350,000
Customer Relationships [Member]
Intangible assets, gross	5,150,000	1,055,000
Noncompete [Member]
Intangible assets, gross	1,130,000	120,000
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, 2021	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,595,931	$ 1,648

6. Derivative Liability (Detail

6. Derivative Liability (Details Narrative) - USD ($)	Jan. 08, 2019	Feb. 25, 2020	Mar. 31, 2021	Mar. 31, 2020	Apr. 23, 2019	Jun. 11, 2019	Dec. 31, 2020
Fair value of derivative liabilities			$ 2,301,295				$ 1,047,481
Unrealized gain (loss) on derivative liabilities			(1,253,814)	$ 1,191,963
Gain on forfeiture of contingent consideration			$ 0	$ 1,462,636
Officer And Director [Member] | Restricted Stock [Member]
Restricted stock granted, shares	500,000				1,000,000
Officer And Director [Member] | Restricted Stock [Member] | Director Resignation [Member]
Gain on forfeiture of contingent consideration		$ 4,462,636
An Officer [Member] | Restricted Stock [Member]
Restricted stock granted, shares						1,000,000

7. Related Party Transactions (

7. Related Party Transactions (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

5 Months Ended

7 Months Ended

8 Months Ended

12 Months Ended

22 Months Ended

Feb. 03, 2021

Mar. 02, 2021

Mar. 02, 2021

Feb. 26, 2021

Mar. 31, 2021

Mar. 30, 2021

Mar. 31, 2020

Jun. 05, 2019

Jul. 31, 2020

Sep. 04, 2020

Dec. 31, 2020

Dec. 22, 2020

Dec. 18, 2020

Dec. 16, 2020

Dec. 31, 2019

Mar. 31, 2021

Aug. 01, 2020

Cash paid at closing

$ 65,109,039

$ 0

Interest paid

28,074

$ 0

Star Buds [Member]

Consideration transferred

$ 118,000,000

Cash paid at closing

44,250,000

Deferred cash

$ 44,250,000

Dye Capital [Member]

Convertible note

$ 5,000,000

Debt converted, amount converted

$ 5,000,000

Debt converted, interest converted

$ 60,250

Seller Notes [Member] | Star Buds [Member]

Note payable balance

44,250,000

$ 44,250,000

Accrued interest payable

425,162

425,162

Interest paid

810,887

Warrants [Member] | Star Buds [Member]

Stock issued

5,531,250

Warrants [Member] | Dye Capital [Member]

Debt converted, shares issued

5,060

Cash paid on conversion of debt

$ 231

Series A Preferred Stock [Member] | Star Buds [Member]

Stock issued

29,500

Dye Cann II SPA [Member]

Stock issued new, shares

21,350

Proceeds from sale of equity

$ 21,350,000

Dye Cann II SPA [Member] | Series A Preferred Stock [Member]

Stock issued new, shares

3,100

3,800

4,000

1,300

1,450

7,700

CRW SPA [Member] | Series A Preferred Stock [Member]

Stock issued new, shares

25,350

Proceeds from sale of equity

$ 25,350,000

Med Man Denver [Member]

Revenue from related parties

$ 997,262

Accounts receivable from related parties

72,109

Med Pharm Holdings [Member]

Revenue from related parties

73,557

Accounts receivable from related parties

5,885

Notes receivable issued

$ 767,695

Note receivable balance

40,231

$ 181,911

40,231

$ 767,695

Proceeds from note receivable

$ 100,000

Accrued interest receivable

$ 47,161

Med Pharm Holdings [Member] | Andrew Williams [Member]

Shares returned for payment of note receivable

175,000

Baseball 18 LLC [Member]

Revenue from related parties

14,605

Accounts payable from related party

31,250

Farm Boy [Member]

Revenue from related parties

16,125

Accounts payable from related party

93,944

Emerald Fields [Member]

Revenue from related parties

16,605

Los Suenos [Member]

Revenue from related parties

52,244

Dye Cann I SPA [Member] | Securities Purchase Agreement [Member]

Proceeds from sale of equity

$ 3,000,000

$ 18,575,000

Dye Cann I SPA [Member] | Securities Purchase Agreement [Member] | Common Stock [Member]

Stock issued new, shares

1,500,000

9,287,500

Dye Cann I SPA [Member] | Securities Purchase Agreement [Member] | Warrants [Member]

Warrants issued

1,500,000

9,287,500

Tella Digital [Member]

Costs and expenses to related party

170,119

$ 66,264

Brian Ruden [Member] | Star Buds [Member]

Cash paid at closing

$ 13,727,490

Deferred cash

$ 13,727,490

Brian Ruden [Member] | Seller Notes [Member] | Star Buds [Member]

Interest paid

$ 111,824

Brian Ruden [Member] | Warrants [Member] | Star Buds [Member]

Stock issued

1,715,936

Brian Ruden [Member] | Series A Preferred Stock [Member] | Star Buds [Member]

Stock issued

9,152

8. Inventory (Details Narrative

8. Inventory (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Inventory Disclosure [Abstract]
Finished goods inventory	$ 3,345,353		$ 2,090,887
Raw materials inventory	1,331,658		27,342
Inventory work in process	911,246		$ 500,917
Inventory obsolescence	$ 0	$ 0

9. Goodwill (Details Narrative)

9. Goodwill (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended		4 Months Ended	5 Months Ended	7 Months Ended	9 Months Ended
	Mar. 02, 2021	Mar. 31, 2021	Mar. 31, 2020	Apr. 20, 2020	Jun. 03, 2017	Jul. 21, 2017	Sep. 17, 2018	Dec. 31, 2020
Goodwill		$ 40,532,910						$ 53,046,729
Cash paid for acquisition		65,109,039	$ 0
Success Nutrients and Pono Publications [Member]
Stock issued for acquisition, shares					7,000,000
Goodwill		6,301,080			$ 6,301,080
Denver Consulting Group [Member]
Stock issued for acquisition, shares						2,258,065
Goodwill		3,003,226				$ 3,003,226
Big Tomato [Member]
Stock issued for acquisition, shares							1,933,329
Goodwill		3,000,000					$ 3,000,000
Mesa Organics [Member]
Stock issued for acquisition, shares				2,554,750
Goodwill		$ 2,147,613		$ 2,147,613
Cash paid for acquisition				$ 2,609,500
Star Buds [Member]
Goodwill	$ 26,080,991
Cash paid for acquisition	44,250,000
Consideration transferred	$ 118,000,000

10. Leases (Details - Balance S

10. Leases (Details - Balance Sheet Classification) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease asset - non-current	$ 4,242,124	$ 2,579,036
Operating lease liability - non-current	$ 4,342,018	$ 2,645,597

10. Leases (Details - Operating

10. Leases (Details - Operating lease cost)	3 Months Ended
	Mar. 31, 2021USD ($)
Leases [Abstract]
Operating lease costs	$ 278,117

10. Leases (Details - Lease mat

10. Leases (Details - Lease maturities)	Mar. 31, 2021USD ($)
Leases [Abstract]
2021 fiscal year	$ 4,418,867
Less: interest	(76,848)
Present value of lease liabilities	$ 4,342,018

10. Leases (Details - Minimum l

10. Leases (Details - Minimum lease obligation)	Mar. 31, 2021USD ($)
Leases [Abstract]
2021 fiscal year	$ 1,109,215
2022 fiscal year	1,479,393
2023 fiscal year	1,354,595
2024 fiscal year	723,590
2025 fiscal year	333,356
2026 fiscal year	178,648
Total	$ 5,178,796

10. Leases (Details Narrative)

10. Leases (Details Narrative)	Mar. 31, 2021
Minimum [Member]
Weighted average lease discount rate	6.00%
Maximum [Member]
Weighted average lease discount rate	12.00%

11. Stockholders' Equity (Detai

11. Stockholders' Equity (Details Warrant Activity) - Warrants [Member]	3 Months Ended
	Mar. 31, 2021shares
Warrants outstanding, beginning balance	11,725,220
Warrants exercised	0
Warrants forfeited	0
Warrants issued	5,293,530
Warrants outstanding, ending balance	17,018,750

11. Stockholders' Equity (Det_2

11. Stockholders' Equity (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	4 Months Ended	12 Months Ended
	Feb. 03, 2021	Mar. 03, 2021	Mar. 31, 2021	Apr. 20, 2020	Dec. 31, 2020	Dec. 18, 2020	Dec. 17, 2020
Preferred stock authorized			10,000,000		10,000,000
Preferred stock par value			$ 0.001		$ 0.001
Preferred stock issued			87,266		19,716
Preferred stock outstanding			87,266		19,716
Common stock authorized			250,000,000		250,000,000
Common stock par value			$ 0.001		$ 0.001
Common stock issued			42,819,815		42,601,773
Common stock outstanding			42,331,595		42,169,041
Stock issued for compensation, value			$ 444,806
Shares issued for acquisition, value			$ 20,240,000
Accredited Investors [Member] | Warrants [Member]
Contractual term			5 years
Accredited Investors [Member] | Warrants [Member] | Maximum [Member]
Risk-free interest rate			0.75%
Expected volatility rate			195.00%
Stock price			$ 2.50
Accredited Investors [Member] | Warrants [Member] | Minimum [Member]
Risk-free interest rate			0.46%
Expected volatility rate			192.71%
Stock price			$ 1.20
Employees, Officers and Directors [Member]
Stock issued for compensation, shares					406,895
Stock issued for compensation, value					$ 497,301
Mesa Organics, Ltd [Member]
Stock issued for acquisition, shares				2,554,750
Shares issued for acquisition, value				$ 4,167,253
SBUD LLC [Member] | Preferred Stock
Stock issued for acquisition, shares	2,319	17,921				6,404	2,862
Shares issued for acquisition, value	$ 2,318,998	$ 17,920,982				$ 6,403,987	$ 2,861,994
SBUD LLC [Member] | Warrants [Member]
Stock issued for acquisition, shares			3,793,530
SBUD LLC [Member] | Warrants [Member] | Accredited Investor [Member]
Warrants issued			1,500,000
Private Placements [Member]
Stock issued new, shares					187,500
Warrants issued					187,500
Proceeds from sale of equity					$ 375,000

13. Segment Information (Detail

13. Segment Information (Details- Segment Information) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues	$ 19,340,115	$ 3,203,134
Cost of goods and services	(12,087,111)	(2,148,535)
Gross profit	7,253,004	1,054,599
Intangible assets amortization	1,595,931	1,648
Depreciation	194,637	4,465
Net income (loss)	(3,649,507)	(1,379,310)
Segment assets	181,019,151	30,029,291
Products [Member]
Revenues	11,816,200	0
Cost of goods and services	(7,500,757)	0
Gross profit	4,315,443	0
Intangible assets amortization	1,594,302	0
Depreciation	84,298	0
Net income (loss)	1,398,651	0
Segment assets	132,931,035	0
Licensing and Consulting [Member]
Revenues	7,446,265	2,528,931
Cost of goods and services	(4,483,694)	(1,896,226)
Gross profit	2,962,571	633,705
Intangible assets amortization	1,497	1,513
Depreciation	3,641	1,233
Net income (loss)	2,814,014	446,499
Segment assets	21,326,258	12,935,074
Corporate, Infrastructure and Other [Member]
Revenues	77,650	674,203
Cost of goods and services	(102,660)	(252,309)
Gross profit	(25,010)	421,894
Intangible assets amortization	133	135
Depreciation	106,699	3,232
Net income (loss)	(7,862,172)	(1,825,809)
Segment assets	$ 26,761,858	$ 17,094,217

14. Tax Provision (Details - Co

14. Tax Provision (Details - Components of Income Tax) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income (Loss) before Income Taxes	$ (3,192,891)	$ (1,379,310)
Income Tax Expense	$ 456,614	$ 0
Effective Tax Rate	(14.30%)	0.00%