Medicine Man (SHWZ) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 31, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-55450
Entity Registrant Name	MEDICINE MAN TECHNOLOGIES, INC.
Entity Central Index Key	0001622879
Entity Tax Identification Number	46-5289499
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4880 Havana Street
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80239
City Area Code	(303)
Local Phone Number	371-0387
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,446,575

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 33,862,423	$ 106,400,216
Accounts receivable, net of allowance for doubtful accounts	5,753,621	3,866,828
Inventory	19,375,341	11,121,997
Note receivable - current, net	71,667	0
Prepaid expenses and other current assets	7,743,112	2,523,214
Total current assets	66,806,164	123,912,255
Non-current assets
Fixed assets, net accumulated depreciation of $3,212,679 and $1,988,973, respectively	20,955,604	10,253,226
Goodwill	107,969,018	43,316,267
Intangible assets, net accumulated amortization of $11,930,443 and $7,652,750, respectively	105,427,462	97,582,330
Marketable securities, net of unrealized loss of $13,813 and gain of $216,771, respectively	479,741	493,553
Note receivable – noncurrent, net	0	143,333
Accounts receivable – litigation	290,648	303,086
Other noncurrent assets	1,464,163	514,962
Operating lease right of use assets	14,755,181	8,511,780
Total non-current assets	251,341,817	161,118,537
Total assets	318,147,981	285,030,792
Current liabilities
Accounts payable	3,222,956	2,548,885
Accounts payable - related party	73,387	36,820
Accrued expenses	8,966,821	5,592,222
Derivative liabilities	11,634,721	34,923,013
Notes payable - related party	0	134,498
Lease liabilities - current	3,795,776	0
Income taxes payable	863,971	2,027,741
Total current liabilities	28,557,632	45,263,179
Long term debt	121,080,876	97,482,468
Lease liabilities	11,532,286	8,715,480
Total long-term liabilities	132,613,162	106,197,948
Total liabilities	161,170,794	151,461,127
Stockholders' equity
Common stock, $0.001 par value. 250,000,000 shares authorized; 55,995,681 shares issued and 54,446,575 shares outstanding at June 30, 2022 and 45,484,314 shares issued and 44,745,870 shares outstanding as of December 31, 2021.	55,996	45,485
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued and 82,566 outstanding at June 30, 2022 and December 31, 2021.	87	87
Additional paid-in capital	179,623,469	162,815,097
Accumulated deficit	(20,711,687)	(27,773,968)
Common stock held in treasury, at cost, 886,459 shares held as of June 30, 2022 and 517,044 shares held as of December 31, 2021	(1,990,678)	(1,517,036)
Total stockholders' equity	156,977,187	133,569,665
Total liabilities and stockholders' equity	$ 318,147,981	$ 285,030,792

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 3,212,679	$ 1,988,973
Finite-Lived Intangible Assets, Accumulated Amortization	11,930,443	7,652,750
Marketable Securities, Unrealized Gain (Loss)	$ 13,813	$ 216,771
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	55,995,681	45,484,314
Common Stock, Shares, Outstanding	54,446,575	44,745,870
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued		86,994
Preferred Stock, Shares Outstanding		82,566
Treasury Stock, Common, Shares	886,459	517,044

CONSOLIDATED STATEMENT OF COMPR

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating revenues
Total revenue	$ 44,263,392	$ 30,728,841	$ 76,040,946	$ 50,068,955
Cost of goods and services
Total cost of goods and services	19,106,944	15,826,341	39,946,995	27,913,451
Gross profit	25,156,448	14,902,500	36,093,951	22,155,504
Operating expenses
Selling, general and administrative expenses	6,666,044	4,797,495	13,521,755	7,987,134
Professional services	1,516,544	1,519,016	4,101,016	3,714,124
Salaries	7,240,368	2,992,055	12,537,145	4,861,413
Stock based compensation	697,842	1,153,018	1,688,925	2,636,824
Total operating expenses	16,120,798	10,461,584	31,848,841	19,199,495
Income (loss) from operations	9,035,650	4,440,916	4,245,110	2,956,009
Other income (expense)
Interest income (expense), net	(7,489,205)	(1,713,770)	(14,791,459)	(2,675,053)
Unrealized gain (loss) on derivative liabilities	36,705,764	1,864,741	23,288,292	610,927
Other income (expense)	0	0	7	0
Gain (loss) on sale of assets	0	0	0	292,479
Unrealized gain (loss) on investments	(5,264)	6,627	(13,813)	221,257
Total other income (expense)	29,211,295	157,598	8,483,027	(1,550,390)
Provision for income taxes (benefit)	4,405,962	228,474	5,665,856	685,088
Net income (loss)	33,840,983	4,370,040	7,062,281	720,531
Less: Accumulated preferred stock dividends for the period	(1,766,575)	0	(3,510,019)	0
Net income (loss) attributable to common stockholders	$ 32,074,408	$ 4,370,040	$ 3,552,262	$ 720,531
Basic earnings (loss) per share	$ 0.65	$ 0.10	$ 0.07	$ 0.02
Diluted earnings (loss) per share	$ 0.24	$ 0.08	$ 0.03	$ 0.01
Weighted average number of shares outstanding - basic	49,178,494	42,332,144	49,178,494	42,286,168
Weighted average number of shares outstanding - diluted	133,481,667	53,975,521	133,481,667	53,886,727
Comprehensive income (loss)	$ 33,840,983	$ 4,370,040	$ 7,062,281	$ 720,531
Retail [Member]
Operating revenues
Total revenue	38,138,799	21,525,816	64,664,515	33,342,016
Wholesale [Member]
Operating revenues
Total revenue	6,080,843	16,844	11,288,231	94,494
Other [Member]
Operating revenues
Total revenue	$ 43,750	$ 9,186,181	$ 88,200	$ 16,632,445

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 20	$ 42,602	$ 85,357,835	$ (42,293,098)	$ (1,332,500)	$ 41,774,859
Beginning balance, shares at Dec. 31, 2020	19,716	42,601,773			432,732
Net income (loss)				720,531		720,531
Issuance of stock as payment for acquisitions	$ 20		20,239,980			20,240,000
Issuance of stock as payment for acquisitions, shares	20,240
Return of common stock as compensation to employees, officers and/or directors
Issuance of common stock as compensation to employees, officers and/or directors		$ 323	680,538			680,861
Issuance of common stock as compensation to employees, officers, and/or directors, shares		323,530
Issuance of common stock in connection with sales made under private or public offerings	$ 47		50,449,159			50,449,206
Issuance of stock in connection with sales made under private or public offerings, shares	47,310
Dividends declared
Conversion of preferred stock to common stock				(3,800,914)		(3,800,914)
Return of common stock					(184,536)	(184,536)
Ending balance, value at Jun. 30, 2021	87	42,925	158,787,183	(45,373,480)	$ (1,517,036)	111,939,679
Return of common stock, shares					84,312
Stock based compensation expense related to common stock options			2,059,671			2,059,671
Ending balance, shares at Jun. 30, 2021	87,266	42,925,303			517,044
Beginning balance, value at Dec. 31, 2020	$ 20	$ 42,602	85,357,835	(42,293,098)	$ (1,332,500)	41,774,859
Beginning balance, shares at Dec. 31, 2020	19,716	42,601,773			432,732
Ending balance, value at Dec. 31, 2021	$ 87	$ 45,485	162,815,097	(27,773,968)	$ (1,517,036)	133,569,665
Ending balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
Beginning balance, value at Mar. 31, 2021	$ 87	$ 42,820	157,530,563	(46,823,076)	$ (1,445,696)	109,304,698
Beginning balance, shares at Mar. 31, 2021	87,266	42,819,815
Net income (loss)				4,370,040		4,370,040
Issuance of stock as payment for acquisitions
Return of common stock as compensation to employees, officers and/or directors
Issuance of common stock as compensation to employees, officers and/or directors		$ 105	235,950			236,055
Issuance of common stock as compensation to employees, officers, and/or directors, shares		105,488
Issuance of common stock in connection with sales made under private or public offerings
Dividends declared				(2,920,446)		(2,920,446)
Conversion of preferred stock to common stock
Return of common stock					(71,340)	(71,340)
Ending balance, value at Jun. 30, 2021	87	42,925	158,787,183	(45,373,480)	(1,517,036)	111,939,679
Stock based compensation expense related to common stock options			1,020,670			1,020,670
Ending balance, shares at Jun. 30, 2021	87,266	42,925,303			517,044
Beginning balance, value at Dec. 31, 2021	$ 87	$ 45,485	162,815,097	(27,773,968)	$ (1,517,036)	133,569,665
Beginning balance, shares at Dec. 31, 2021	86,994	45,484,314			517,044
Net income (loss)				7,062,281		7,062,281
Issuance of stock as payment for acquisitions		$ 9,901	15,090,549			15,100,450
Issuance of stock as payment for acquisitions, shares		9,900,506
Return of common stock as compensation to employees, officers and/or directors		$ 182	243,443			243,625
Issuance of common stock as compensation to employees, officers and/or directors		$ 428	697,463			697,891
Issuance of common stock as compensation to employees, officers, and/or directors, shares		428,401
Issuance of common stock in connection with sales made under private or public offerings
Dividends declared
Conversion of preferred stock to common stock
Return of common stock					(473,642)	(473,642)
Ending balance, value at Jun. 30, 2022	87	$ 55,996	179,623,469	(20,711,687)	$ (1,990,678)	156,977,187
Return of common stock as compensation to employees, officers and/or directors, shares		182,460
Return of common stock, shares					369,415
Stock based compensation expense related to common stock options			776,917			776,917
Ending balance, shares at Jun. 30, 2022	86,994	55,995,681			886,459
Beginning balance, value at Mar. 31, 2022	$ 87	$ 53,486	171,798,685	(54,552,670)	$ (1,517,036)	115,782,552
Beginning balance, shares at Mar. 31, 2022	86,994	53,484,820
Net income (loss)				33,840,983		33,840,983
Issuance of stock as payment for acquisitions		$ 1,900	7,098,044			7,099,944
Issuance of stock as payment for acquisitions, shares		1,900,000
Return of common stock as compensation to employees, officers and/or directors		$ 182	243,443			243,625
Issuance of common stock as compensation to employees, officers and/or directors		$ 428	697,463			697,891
Issuance of common stock as compensation to employees, officers, and/or directors, shares		428,401
Issuance of common stock in connection with sales made under private or public offerings
Dividends declared
Conversion of preferred stock to common stock
Return of common stock
Ending balance, value at Jun. 30, 2022	87	$ 55,996	179,623,469	(20,711,687)	(1,990,678)	156,977,187
Return of common stock as compensation to employees, officers and/or directors, shares		182,460
Stock based compensation expense related to common stock options			$ (214,166)		$ (473,642)	$ (687,808)
Ending balance, shares at Jun. 30, 2022	86,994	55,995,681			886,459

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net income (loss) for the period	$ 7,062,281	$ 720,531
Adjustments to reconcile net income to cash provided by (used in) operating activities
Depreciation and amortization	5,501,399	4,807,147
Gain on change in derivative liabilities	(23,288,292)	(610,927)
Loss (gain) on investment, net	13,813	(221,257)
Loss (gain) loss on sale of asset	0	(292,479)
Stock based compensation	1,474,380	2,636,824
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable	(1,677,476)	(1,854,067)
Inventory	3,903,984	(3,368,807)
Prepaid expenses and other current assets	(1,458,786)	(1,250,938)
Other assets	(946,701)	(367,593)
Operating leases right of use assets and liabilities	369,181	77,444
Accounts payable and other liabilities	2,248,013	1,169,538
Deferred Revenue	0	(50,000)
Income taxes payable	(1,163,770)	0
Net cash provided by (used in) operating activities	(7,961,974)	1,395,416
Cash flows from investing activities:
Cash consideration for acquisition of business	(95,903,316)	(66,082,072)
Purchase of fixed assets	(7,004,445)	(1,203,180)
Issuance of notes receivable	0	181,911
Purchase of intangible assets	(2,825)	(29,580)
Net cash used in investing activities	(102,910,586)	(67,132,921)
Cash flows from financing activities:
Proceeds from issuance of debt	19,165,362	40,348,241
Debt issuance and discount costs	4,433,042
Repayment of notes payable	0	(5,000,000)
Proceeds from issuance of common stock, net of issuance costs	14,736,363	50,282,798
Net cash provided by financing activities	38,334,767	85,631,039
Net increase (decrease) in cash and cash equivalents	(72,537,793)	19,893,534
Cash and cash equivalents at beginning of period	106,400,216	1,237,235
Cash and cash equivalents at end of period	33,862,423	21,130,769
Supplemental disclosure of cash flow information:
Cash paid for interest	9,004,575	2,131,495
Cash paid for income taxes	6,840,000	0
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued in connection with acquisitions	9,900,506
Issuance of common stock	379,146	0
Return of common stock	$ 551,875	$ 0

Organization and Nature of Oper

Organization and Nature of Operations	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Organization and Nature of Operations	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 it had developed, implemented and practiced at its 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) 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, d/b/a Purplebee’s. On April 20, 2020, the Company rebranded and since then 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 acquired the assets of (i) Starbuds Pueblo LLC, and (ii) Starbuds Alameda LLC under separate asset purchase agreements. On December 18, 2020, the Company acquired the assets of (i) Starbuds Commerce City LLC, (ii) Lucky Ticket LLC, (iii) Starbuds Niwot LLC, and (iv) LM MJC LLC under separate asset purchase agreements. On February 4, 2021, the Company acquired the assets of (i) Colorado Health Consultants LLC, and (ii) Mountain View 44th LLC under separate asset purchase agreements. 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 separate asset purchase agreements. The Company refers to the counterparties to these transactions as “Star Buds” and this series of acquisitions as the “Star Buds Acquisition.” 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 5,060 Between December 16, 2020 and March 30, 2021, the Company issued 57,760 shares of Preferred Stock to accredited investors in a private placement. On July 21, 2021, the Company acquired the assets of Southern Colorado Growers under the applicable asset purchase agreement. On December 3, 2021, the Company and all the Subsidiary Guarantors (as defined in the Indenture (as defined below)) entered into a Securities Purchase Agreement with 31 accredited investors (the “Note Investors”), pursuant to which the Company agreed to issue and sell to the Note Investors 13% senior secured convertible notes due December 7, 2026 (the “Investor Notes”) in an aggregate principal amount of $ 95,000,000 93,100,000 1,900,000 92 On December 21, 2021, the Company acquired the assets of Smoking Gun, LLC and Smoking Gun Land Company, LLC (collectively, “Smoking Gun”) under the applicable asset purchase agreement. On January 26, 2022, the Company acquired the assets BG3 Investments, LLC, dba Drift (“Drift”), and Black Box Licensing, LLC under the applicable asset purchase agreement. On February 8, 2022, the Company acquired its New Mexico business under the terms of a Purchase Agreement, dated November 29, 2021, with Nuevo Holding, LLC and Nuevo Elemental Holding, LLC, both of which are indirect wholly-owned subsidiaries of the Company (collectively, the “Nuevo Purchasers”), Reynold Greenleaf & Associates, LLC (“RGA”), Elemental Kitchen and Laboratories, LLC (“Elemental”), the equity holders of RGA and Elemental, and William N. Ford, in his capacity as Representative, as amended on February 8, 2022 (the “Nuevo Purchase Agreement”). The Nuevo Purchasers acquired substantially all of the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by two not-for-profit entities: Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “NFPs”). At the closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers issued an “earn-out” payment of $4.5 million in cash to RGA and William N. Ford (as Representative) based on the EBITDA of the acquired business for calendar year 2021. On February 9, 2022, the Company acquired MCG, LLC and its four wholly-owned subsidiaries (collectively, “MCG”) pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners, and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022. On February 15, 2022, Double Brow, LLC (“Double Brow”) acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow. On March 17, 2022, the Company announced that its Common Stock was approved for listing on the NEO, a tier one Canadian Stock exchange based in Toronto, Ontario. The Common Stock began trading on the NEO on March 23, 2022. On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Health & Wellness, Inc d/b/a Urban Dispensary (“Urban Dispensary”) pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Dispensary, Productive Investments, LLC, and Patrick Johnson. Urban Dispensary operates an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado.

Liquidity and Capital Resources

Liquidity and Capital Resources	6 Months Ended
	Jun. 30, 2022
Liquidity And Capital Resources
Liquidity and Capital Resources	1. Liquidity and Capital Resources During the quarter ended June 30, 2022 and year ended December 31, 2021, 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 $ 33,862,423 106,400,216 The Company maintains its cash balances with financial institutions. 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.

Critical Accounting Policies an

Critical Accounting Policies and Estimates	6 Months Ended
	Jun. 30, 2022
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 (“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, 2021 and 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2022 with the SEC. Basis of Presentation These accompanying financial statements have been prepared in accordance with 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 GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash, accounts receivable, notes receivable, accounts payable 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, including notes payable, approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): Schedule of fair value measurement June 30, December 31, 2022 2021 Level 1 - Marketable Securities Available-for-Sale - Recurring 479,741 493,553 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. The following table depicts the composition of our current and non-current accounts receivable as of June 30, 2022, and December 31, 2021: Schedule of Accounts Receivable June 30, December 31, 2022 2021 Accounts receivable - trade $ 5,888,667 $ 4,001,874 Accounts receivable - related party – – Accounts receivable - litigation, non-current 290,648 303,086 Allowance for doubtful accounts (135,046 ) (135,046 ) Total accounts receivable $ 6,044,269 $ 4,169,914 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. Notes Receivable On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 24 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021. As of June 30, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $ 71,667 Prepaid Expenses and Other Assets (Current and Non-Current) Prepaid expenses and other assets as of June 30, 2022 and December 31, 2021 were $ 9,207,275 3,038,176 7,743,112 1,464,163 2,523,214 514,962 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 3 15 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, 2021, 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 June 30, 2022, 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, 2021, on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Accounts Payable Accounts payable as of June 30, 2022 and December 31, 2021 were $ 3,296,343 2,585,705 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of June 30, 2022 and December 31, 2021 were $ 8,966,821 5,592,222 2,111,280 6,221,043 634,498 301,312 5,290,910 Revenue Recognition The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of its 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 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. The Company’s retail and wholesale segment revenues 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. The Company’s other segment revenue consists of other income 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 products and services. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $ 509,015 1,232,589 196,903 308,593 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 96-18 when stock or options are awarded for previous or current service without further recourse. Share-based expense paid through direct stock grants is expensed as occurred. Since the 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 (the “FASB”) issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date, which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award, which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. The Company recognized $ 1,688,925 2,636,824 Income Taxes ASC 740, Income Taxes 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 Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales, manufacturing or cultivation 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.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2022
Accounting Changes and Error Corrections [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. Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on the financial statements have been excluded herein. 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),

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2022
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: Property and equipment table June 30, December 31, 2022 2021 Furniture and fixtures $ 1,414,484 $ 300,798 Leasehold improvements 1,949,837 853,599 Vehicles, machinery, and tools 3,553,116 2,152,129 Land 785,000 35,000 Servers & Office Equipment 110,364 – Software, servers and equipment 2,419,796 2,550,154 Land Improvements 2,854,955 – Building 3,475,266 2,910,976 PC & Peripherals 679,868 – Construction in process 6,925,597 3,439,543 Total Asset Cost $ 24,168,283 $ 12,242,199 Less: Accumulated depreciation (3,212,679 ) (1,988,973 ) Total property and equipment, net of depreciation $ 20,955,604 $ 10,253,226 Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates. Property and Equipment (Details - Expected life) Furniture and fixtures 3 5 Leasehold improvements Lesser of the lease term or estimated useful life Vehicles, machinery and tools 3 5 Land Indefinite Software, servers and equipment 3 Building 39 Depreciation expense for the three and six months ended June 30, 2022 was $ 821,757 1,223,706 260,843 455,480

Intangible Asset

Intangible Asset	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Asset	5. Intangible Asset Intangible assets as of June 30, 2022 and December 31, 2021 were comprised of the following: Schedule of intangible assets June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization License Agreements $ 106,350,280 $ (8,637,910 ) $ 94,230,280 $ (5,496,902 ) Tradename $ 4,562,825 (1,301,667 ) 4,560,000 (845,667 ) Customer Relationships $ 5,150,000 (1,418,548 ) 5,150,000 (933,690 ) Non-compete $ 1,205,000 (540,889 ) 1,205,000 (348,056 ) Product License and Registration $ 57,300 (19,873 ) 57,300 (17,963 ) Trade Secret $ 32,500 (11,556 ) 32,500 (10,472 ) Total $ 117,357,905 $ (11,930,443 ) $ 105,235,080 $ (7,652,750 ) Amortization expense for the three and six months ended June 30, 2022 was $ 2,138,846 4,277,693 2,755,736 4,351,667

Derivative Liability

Derivative Liability	6 Months Ended
	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	6. Derivative Liability Employee Common Stock During the year ended December 31, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions represented derivative instruments. On January 8, 2019, the Company granted the right to receive 500,000 On June 11, 2019, the Company granted the right to receive 1,000,000 The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities The fair value of these derivative liabilities is $ 0 Investor Note The Company issued Investor Notes in an aggregate principal amount of $ 95,000,000 Schedule of derivative liabilities Balance as of January 1, 2021 $ -- Fair value of derivative liabilities on issuance date 48,936,674 Gain on derivative liability (14,013,661 ) Balance as of December 31, 2021 $ 34,923,013 Gain on derivative liability (23,288,292 ) Balance as of June 30, 2022 $ 11,634,721 The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities 48,936,674 1,833,844 3,590,017

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
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, 2019, the Company made loans to MedPharm Holdings LLC (“MedPharm”) totaling $ 767,695 767,695 47,161 100,000 175,000 181,911 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 Capital Cann Holdings II, LLC (“Dye Cann II”). Justin Dye, the Company’s Chief Executive Officer, one of its directors, and the largest beneficial owner of Common Stock and 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 our 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 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 1,500,000 3,000,000 9,287,500 9,287,500 18,575,000 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 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 Common Stock (on a fully-diluted basis) that it then owns. The warrants granted to Dye Cann I pursuant to the Dye Cann I SPA expired on June 5, 2022. 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 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company issued and sold to Dye Cann II 7,700 shares of Preferred Stock on December 16, 2020, 1,450 shares of Preferred Stock on December 18, 2020, 1,300 shares of Series Preferred Stock on December 22, 2020, 3,100 shares of Preferred Stock on February 3, 2021, 1,300 shares of Preferred Stock on February 25, 2021, 2,500 shares of Preferred Stock on March 2, 2021 and 4,000 shares of Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 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 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 5,000,000 60,250 5,060 230 The Company previously reported the terms of the Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020. During the year ended December 31, 2021 the Company recorded expenses of $ 214,908 with Tella Digital 224,964 Transactions with Entities Affiliated with Jeffrey Cozad On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW Cann Holdings, LLC (“CRW”) pursuant to which the Company issued and sold 25,350 25,350,000 On December 7, 2021, the Company entered into a Securities Purchase Agreement with Cozad Investments, L.P. pursuant to which the Company issued an Investor Note in the aggregate principal amount of $ 250,000 245,000 On May 4, 2022, and June 14, 2022, the Company issued 40,463 22,728 70,001 $35,001 Transactions with Entities Affiliated with Marc Rubin On February 26, 2021, the Company entered into the CRW SPA with CRW, of which Marc Rubin is a beneficial owner. On December 7, 2021, the Company entered into a Securities Purchase Agreement with The Rubin Revocable Trust U/A/D 05/09/2011 pursuant to which the Company issued an Investor Note in the aggregate principal amount of $ 100,000 98,000 13 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, a beneficial owner of more than 5% of the Common Stock and a beneficial owner of more than 5% of the Preferred Stock. Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC consummated the Star Buds Acquisition. 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 Acquisition was $ 118,000,000 44,250,000 44,250,000 29,506 5,531,250 44,250,000 6,993,387 13,727,490 13,727,490 9,152 1,715,936 2,165,387 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, 46% 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, Niwot, Commerce City, Lakeside, Arapahoe and Aurora locations, SBUD LLC entered into a lease with each of 428 S. McCulloch LLC, Colorado Real Estate Holdings LLC, 5844 Ventures LLC, 5238 W 44 th th th 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 entire Star Buds Acquisition. 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 Acquisition, the Company granted Mr. Ruden and Naser Joudeh the right designate individuals for election or appointment to the Board. On May 4, 2022, and June 14, 2022, the Company issued 20,232 22,728 35,001 $35,001 Transactions with Jeff Garwood On December 7, 2021, the Company entered into a Securities Purchase Agreement with Jeff Garwood pursuant to which the Company issued an Investor Note in the aggregate principal amount of $ 300,000 294,000 13 On May 4, 2022, and June 14, 2022, the Company issued 40,463 22,728 70,001 $35,001 Transactions with Pratap Mukharji On December 7, 2021, the Company entered into a Securities Purchase Agreement with Pratap Mukharji pursuant to which the Company issued an Investor Note in the aggregate principal amount of $ 200,000 196,000 13 On May 4, 2022, and June 14, 2022, the Company issued 40,463 22,728 70,001 $35,001 Transactions with Paul Montalbano On May 4, 2022, and June 14, 2022, the Company issued 40,463 22,728 70,001 $35,001 Transactions with Jonathan Berger On May 4, 2022, and June 14, 2022, the Company issued 40,463 22,728 70,001 $35,001 19,085 25,001 Transactions with Salim Wahdan On June 14, 2022, and June 24, 2022, the Company issued 14,584 15,586 42,887

Goodwill Accounting

Goodwill Accounting	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Accounting	8. Goodwill Accounting The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. On June 3, 2017, the Company issued an aggregate of 7,000,000 6,301,080 On July 21, 2017, the Company issued 2,258,065 3,003,226 On September 17, 2018, the Company acquired The Big Tomato. The Company issued an aggregate of 1,933,329 3,000,000 On April 20, 2020, the Company acquired Mesa Organics. The aggregate purchase price after working capital adjustments was $ 2,609,500 2,554,750 2,147,613 From December 2020 through March 2021, the Company acquired thirteen Star Buds dispensaries and one cultivation facility. The aggregate purchase price was $118,000,000. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in the Company valuing the investment as $ 27,054,025 On July 21, 2021, the Company acquired the assets of Southern Colorado Growers. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 1,810,323 On December 21, 2021, the Company acquired the assets of Smoking Gun. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 3,947,582 On January 26, 2022, the Company acquired the assets of Drift. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 3,344,555 On February 8, 2022, the Company acquired the assets of RGA and 100% of the equity of Elemental. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 34,933,869 On February 9, 2022, the Company acquired MCG. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 13,876,399 On February 15, 2022, the Company acquired the assets of Brow. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 5,733,850 On May 31, 2022, the Company acquired the assets of Urban Dispensary. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $ 2,816,496 As of June 30, 2022, the Company had $ 107,969,018 6,301,080 3,003,226 3,000,000 2,147,613 27,054,025 1,810,323 3,947,582 3,344,555 34,933,869 13,876,399 5,733,850 2,816,496

Business Combination

Business Combination	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	9. Business Combination During the three and six months ended June 30, 2022, the Company acquired cannabis brands and other assets of Drift, RGA, MCG, Brow, Urban Dispensary, and 100% of the equity of Elemental. These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations Schedule of aggregate purchase price Nuevo Holding LLC Emerald Fields Merger Sub, LLC Other Acquisitions Cash $ 32,202,123 $ 18,268,825 $ 9,933,250 Seller notes 17,000,000 – – Common stock – 11,600,000 3,500,000 Total purchase price $ 49,202,123 $ 29,868,825 $ 13,433,250 As of June 30, 2022, the Company’s allocation of purchase price is as follows: Schedule of allowance of purchase price Description Nuevo Holding LLC Emerald Fields Merger Sub, LLC Other Acquisitions Assets acquired: Cash $ 2,860,706 $ 650,469 $ 17,100 Accounts receivable – 196,879 – Other assets – 156,000 605,112 Inventory 9,632,130 1,655,000 890,386 Fixed assets 2,137,002 2,687,000 25,966 Other long term assets 2,500 – – Intangible assets 12,120,000 Goodwill 34,933,869 13,876,399 11,894,901 Total Assets acquired $ 49,566,207 $ 31,341,747 $ 13,433,465 Liabilities and Equity assumed: Accounts payable $ 295,043 $ 458,622 $ – Accrued liabilities 69,041 1,014,300 215 Total Liabilities and Equity assumed 364,084 1,472,922 215 Estimated fair value of net assets acquired $ 49,202,123 $ 29,868,825 $ 13,433,250

Inventory

Inventory	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Inventory	10. Inventory As of June 30, 2022, and December 31, 2021, respectively, the Company had $ 6,912,280 5,573,329 8,505,411 3,957,650 5,535,992 12,676

Debt

Debt	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt	11. Debt Term Loan 10,000,000 5,000,000 15 750,000 February 26, 2025 Under the terms of the loan, the Company must comply with certain restrictions. These include customary events of default and various financial covenants including, maintaining (i) a consolidated fixed charge coverage ratio of at least 1.3 at the end of each fiscal quarter beginning in the first quarter of 2022, and (ii) a minimum of $3,000,000 in a deposit account in which the lender has a security interest. As of June 30, 2022, the Company was in compliance with the requirements described above. Seller Notes 44,250,000 st 13,901,759 3,474,519 26,873,722 As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers in an aggregate amount of $ 17,000,000 Investor Notes 92,000,000 The Indenture includes customary affirmative and negative covenants, including limitations on liens, additional indebtedness, repurchases and redemptions of any equity interest in the Company or any Subsidiary Guarantor (as defined in the Indenture), certain investments, and dividends and other restricted payments, and customary events of default. Starting on December 7, 2022, the Company must maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) of no less than 1.30 to 1.00 as of the last day of each quarter, and the Company and the Subsidiary Guarantors are required to have at least $10,000,000 in cash (in aggregate) on the last day of each quarter in deposit accounts for which the collateral agent has a perfected security interest in. The Company and the Subsidiary Guarantors are restricted from making certain payments, including but not limited to (i) payment of dividends, (ii) repurchase, redemption, retire, or otherwise acquire any equity interest, option, or warrant of the Company or any Subsidiary Guarantor, and (iii) payment to any equity holder of the Company or a Subsidiary Guarantor for services provided pursuant to management, consulting, or other service agreement (the “Restricted Payments”) but the Company may declare and pay dividends if payable solely in its own equity, or, in the case of the Subsidiary Guarantors, amounts payable to such subsidiaries with respect to its applicable equity ownership. Provided the Company is not in default under the terms of the Indenture, the Company may make Restricted Payments not otherwise permitted thereunder (a) in an amount not to exceed $500,000 until discharge of the Indenture, or (b) after December 7, 2024, so long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference period at the time of the Restricted Payment after giving pro forma effect thereto. The Indenture contains restrictions and limitations on the Company’s ability to incur additional debt and grant liens on its assets. The Company and its Subsidiary Guarantors are not permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until (a) at least $ 80,000,000 5,500,000 1,000,000 The following tables sets forth our indebtedness as of June 30, 2022 and December 31, 2021, respectively, and future obligations: Schedule of debt June 30, December 31, 2022 2021 Term loan dated February 26, 2021, in the original amount of $ 10,000,000 5,000,000 15 June 1, 2023 $ 15,000,000 $ 15,000,000 Seller notes dated December 17, 2020 in the original amount of $ 44,250,000 12 December 17, 2025 44,250,000 44,250,000 Convertible note dated December 3, 2021, in the original amount of $ 95,000,000 13 97,165,366 95,000,000 Seller note dated February 7, 2022 in the original amount of $ 17,000,000 5 February 7, 2025 17,000,000 – Less: unamortized debt issuance costs (7,446,718 ) (8,289,743 ) Less: unamortized debt discount (44,887,772 ) (48,477,789 ) Total long term debt 121,080,876 97,482,468 Less: current portion of long term debt – – Long term debt and unamortized debt issuance costs $ 121,080,876 $ 97,482,468 Schedule of Maturities of Long-term Debt Principal Payments Unamortized Debt Issuance Costs Unamortized Debt Discount Total Long Term Debt 2022 $ 843,023 $ 3,894,596 $ (3,894,596 ) 2023 2,250,000 1,686,048 8,523,493 (6,273,493 ) 2024 3,000,000 1,686,048 9,734,935 (6,734,935 ) 2025 40,651,759 1,686,048 11,057,799 29,593,960 2026 127,513,607 1,545,551 11,676,949 115,836,658 Thereafter – – – – Total $ 173,415,366.00 $ 7,446,718.00 $ 44,887,772.00 $ 128,527,594.00

Leases

Leases	6 Months Ended
	Jun. 30, 2022
Leases
Leases	12. Leases Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of a Right of Use (“ROU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company's leases consist of real estate leases for office, retail, cultivation, and manufacturing facilities. The Company elected to combine the lease and related non-lease components for its operating leases. The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company's operating leases have remaining lease terms of less than two years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the Company's leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The discount rate used in the computations ranged between 6 12 Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Classification Table Balance Sheet Line June 30, 2022 Asset Operating lease right of use assets Noncurrent assets $ 14,755,181 Liabilities Lease liabilities Current Liabilities $ 3,795,776 Lease liabilities Noncurrent liabilities 11,532,286 Maturities of Lease Liabilities Maturities of lease liabilities as of June 30, 2022 are as follows: Maturities of Lease Liabilities 2022 fiscal year $ 24,566,696 Less: Interest 754,274 Present value of lease liabilities $ 23,812,422 The following table presents the Company’s future minimum lease obligation under ASC 842 as of June 30, 2022: Future minimum lease obligations 2022 fiscal year $ 2,436,876 2023 fiscal year 4,230,773 2024 fiscal year 4,153,572 2025 fiscal year 3,988,575 2026 fiscal year 2,993,623 Thereafter 6,763,278 Total $ 24,566,697

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	13. Commitments and Contingencies Definitive Agreement to Invest in Colorado-Based Mission Holdings. Effective as of July 13, 2022, the Company entered into a strategic relationship with Mission Holdings US, Inc. (“Mission Holdings”), an entity affiliated with MCG, by purchasing a non-controlling equity interest in Mission Holdings. Mission Holdings offers various products and brands, including proprietary cannabis infused gummies and premium flower for medical and recreational sale in Colorado and California. The Company has the right to acquire 100% of the equity interest in Mission on or after the three-year anniversary of the investment.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Stockholders’ Equity	14. Stockholders’ Equity The Company is authorized to issue two classes of stock, preferred stock and Common Stock. Preferred Stock The number of shares of preferred stock authorized is 10,000,000 0.001 The Company had 86,994 4,428 shares of Preferred Stock 3,510,019 1,766,575 Common Stock The Company is authorized to issue 250,000,000 0.001 886,459 45,484,314 44,745,870 517,044 Common Stock Issued as Compensation to Employees, Officers, and Directors For the year ended December 31, 2021, the Company issued 323,530 637,233 For the six months ended June 30, 2022, the Company issued 428,401 697,463 Common and Preferred Stock Issued as Payment for Acquisitions On April 20, 2020, the Company issued 2,554,750 4,167,253 The Company issued shares of Preferred Stock in connection with the Star Buds Acquisition to each relevant selling party as follows: (i) on December 17, 2020 the Company issued 2,862 2,861,994 430 387,000 6,404 6,403,987 959 863,100 2,319 2,318,998 349 314,100 17,921 17,920,982 2,690 2,421,000 On July 21, 2021, the Company issued 2,213,994 5,377,786 On December 21, 2021, the Company issued 100,000 197,000 On January 26, 2022, the Company issued 1,066,666 1,600,000 On February 9, 2022, the Company issued 7,116,564 11,600,000 On May 31, 2022, the Company issued 1,450,382 1,900,000, of which 219,847 shares valued at $288,000 were placed in escrow for the acquisition of Urban Dispensary. 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 For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 3,793,530 1.20 1,500,000 2.50 1.20 2.50 0.21 1.84 157.60 194.56 The following table reflects the change in Common Stock purchase warrants for the period ended June 30, 2022: Schedule of warrant activity Number of shares Balance as of December 31, 2021 17,018,750 Warrants exercised – Warrants forfeited/expired (2,400,000 ) Warrants issued – Balance as of June 30, 2022 14,618,750 Conversion of Preferred Stock to Common Stock On December 20, 2021, a holder of Preferred Stock converted 272 245,017

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Segment Information	15. Segment Information The Company has three identifiable segments as of June 30, 2022; (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, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a 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 months ended June 30, 2022: Schedule of Segment Reporting Information Retail Wholesale Other Total Revenues 38,138,799 6,080,843 43,750 44,263,392 Cost of goods and services (13,342,427 ) (5,807,019 ) 42,502 (19,106,944 ) Gross profit 24,796,372 273,824 86,252 25,156,448 Intangible assets amortization 2,525,875 79,855 2,552 2,608,282 Depreciation 56,543 83,725 224,131 364,399 Net income (loss) 16,462,794 93,131 17,285,058 33,840,983 Segment assets 188,903,224 64,211,139 65,033,618 318,147,981 The following information represents segment activity for the six months ended June 30, 2022: Retail Wholesale Other Total Revenues 64,664,515 11,288,231 88,200 76,040,946 Cost of goods and services (29,248,037 ) (10,678,606 ) (20,352 ) (39,946,995 ) Gross profit 35,416,478 609,625 67,848 36,093,951 Intangible assets amortization 3,879,580 396,951 1,163 4,277,694 Depreciation 420,691 351,667 451,348 1,223,706 Net income (loss) 20,224,737 (328,733 ) (12,833,723 ) 7,062,281 Segment assets 188,903,224 64,211,139 65,033,618 318,147,981 Segment assets from Other mainly related to cash from the Investor Notes.

Tax Provision

Tax Provision	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Tax Provision	16. Tax Provision The following table summarizes the Company’s income tax expense and effective tax rates for three and six months ended June 30, 2022 and June 30, 2021: Components of income tax expense Three Months Ended June 30, 2022 2021 Income (loss) before income taxes $ 38,246,945 $ 4,598,513 Income tax expense 4,405,962 228,474 Effective tax rate 11.52 4.97 Six Months Ended June 30, 2022 2021 Income (loss) before income taxes $ 12,728,137 $ 1,405,620 Income tax expense 5,665,856 685,088 Effective tax rate 44.51 48.74 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 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 and six months ended June 30, 2022 varies from the three months and six months ended June 30, 2021 primarily due to the change in nondeductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible dur to IRC Section 280E limitations which results in significant income tax expense. 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 June 30, 2022. 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. 17. Earnings per share (Basic and Dilutive) The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted Earnings Per Share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to Common Stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. These potential dilutive shares include 6,185,750 of vested stock options, 14,618,750 stock purchase warrants, and 86,994 shares of Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the three and six months ended June 30, 2022 and 2021. For the Three Months Ended For the Six Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 33,840,983 $ 4,370,040 $ 7,062,281 $ 720,531 Less: Accumulated preferred stock dividends for the period (1,766,575 ) – (3,510,019 ) – Net income (loss) attributable to common stockholders $ 32,074,408 $ 4,370,040 $ 3,552,262 $ 720,531 Denominator: Weighted-average shares of common stock 49,178,494 42,332,144 49,178,494 42,286,168 Basic earnings per share $ 0.65 $ 0.10 $ 0.07 $ 0.02 Numerator: Net income (loss) attributable to common stockholders - dilutive $ 32,074,408 $ 4,370,040 $ 3,552,262 $ 720,531 Denominator: Weighted-average shares of common stock 49,178,494 42,332,144 49,178,494 42,286,168 Dilutive effect of warrants 1,483,994 2,558,877 1,483,994 2,558,877 Dilutive effect of options 1,114,415 9,084,500 1,114,415 9,041,682 Dilutive effect of preferred stock 81,704,765 – 81,704,765 – Diluted weighted-average shares of common stock 133,481,667 53,975,521 133,481,667 53,886,727 Diluted earnings per share $ 0.24 $ 0.08 $ 0.03 $ 0.01 Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, shares of Preferred Stock are excluded from the calculation as of December 31, 2021, as the inclusion of the common share equivalents would be anti-dilutive. As the Company incurred a loss from operations in 2020, shares of Common Stock issuable pursuant to the equity awards were excluded from the computation of diluted net loss per share in the accompanying consolidated statement of operations, as their effect is anti-dilutive.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events In accordance with FASB ASC 855-10, Subsequent Events Effective as of July 13, 2022, the Company entered into a strategic relationship with Mission Holdings US, Inc. (“Mission Holdings”), an entity affiliated with MCG, by purchasing a non-controlling equity interest in Mission Holdings. Mission Holdings offers various products and brands, including proprietary cannabis infused gummies and premium flower for medical and recreational sale in Colorado and California. The Company has the right to acquire 100% of the equity interest in Mission on or after the three-year anniversary of the investment.

Critical Accounting Policies _2

Critical Accounting Policies and Estimates (Policies)	6 Months Ended
	Jun. 30, 2022
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 (“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, 2021 and 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2022 with the SEC.
Basis of Presentation	Basis of Presentation These accompanying financial statements have been prepared in accordance with 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 GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net earnings and financial position.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments include cash, accounts receivable, notes receivable, accounts payable 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, including notes payable, approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): Schedule of fair value measurement June 30, December 31, 2022 2021 Level 1 - Marketable Securities Available-for-Sale - Recurring 479,741 493,553
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. The following table depicts the composition of our current and non-current accounts receivable as of June 30, 2022, and December 31, 2021: Schedule of Accounts Receivable June 30, December 31, 2022 2021 Accounts receivable - trade $ 5,888,667 $ 4,001,874 Accounts receivable - related party – – Accounts receivable - litigation, non-current 290,648 303,086 Allowance for doubtful accounts (135,046 ) (135,046 ) Total accounts receivable $ 6,044,269 $ 4,169,914 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.
Notes Receivable	Notes Receivable On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 24 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021. As of June 30, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $ 71,667
Prepaid Expenses and Other Assets (Current and Non-Current)	Prepaid Expenses and Other Assets (Current and Non-Current) Prepaid expenses and other assets as of June 30, 2022 and December 31, 2021 were $ 9,207,275 3,038,176 7,743,112 1,464,163 2,523,214 514,962
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 3 15 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, 2021, 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 June 30, 2022, 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, 2021, 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 June 30, 2022 and December 31, 2021 were $ 3,296,343 2,585,705
Accrued Expenses and Other Liabilities	Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of June 30, 2022 and December 31, 2021 were $ 8,966,821 5,592,222 2,111,280 6,221,043 634,498 301,312 5,290,910
Revenue Recognition	Revenue Recognition The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of its 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 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. The Company’s retail and wholesale segment revenues 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. The Company’s other segment revenue consists of other income 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 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 products and services.
Advertising and Marketing Costs	Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $ 509,015 1,232,589 196,903 308,593
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 96-18 when stock or options are awarded for previous or current service without further recourse. Share-based expense paid through direct stock grants is expensed as occurred. Since the 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 (the “FASB”) issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date, which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award, which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. The Company recognized $ 1,688,925 2,636,824
Income Taxes	Income Taxes ASC 740, Income Taxes 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 Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales, manufacturing or cultivation 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.

Critical Accounting Policies _3

Critical Accounting Policies and Estimates (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of fair value measurement	Schedule of fair value measurement June 30, December 31, 2022 2021 Level 1 - Marketable Securities Available-for-Sale - Recurring 479,741 493,553
Schedule of Accounts Receivable	Schedule of Accounts Receivable June 30, December 31, 2022 2021 Accounts receivable - trade $ 5,888,667 $ 4,001,874 Accounts receivable - related party – – Accounts receivable - litigation, non-current 290,648 303,086 Allowance for doubtful accounts (135,046 ) (135,046 ) Total accounts receivable $ 6,044,269 $ 4,169,914

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Property and equipment table	Property and equipment table June 30, December 31, 2022 2021 Furniture and fixtures $ 1,414,484 $ 300,798 Leasehold improvements 1,949,837 853,599 Vehicles, machinery, and tools 3,553,116 2,152,129 Land 785,000 35,000 Servers & Office Equipment 110,364 – Software, servers and equipment 2,419,796 2,550,154 Land Improvements 2,854,955 – Building 3,475,266 2,910,976 PC & Peripherals 679,868 – Construction in process 6,925,597 3,439,543 Total Asset Cost $ 24,168,283 $ 12,242,199 Less: Accumulated depreciation (3,212,679 ) (1,988,973 ) Total property and equipment, net of depreciation $ 20,955,604 $ 10,253,226
Property and Equipment (Details - Expected life)	Property and Equipment (Details - Expected life) Furniture and fixtures 3 5 Leasehold improvements Lesser of the lease term or estimated useful life Vehicles, machinery and tools 3 5 Land Indefinite Software, servers and equipment 3 Building 39

Intangible Asset (Tables)

Intangible Asset (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization License Agreements $ 106,350,280 $ (8,637,910 ) $ 94,230,280 $ (5,496,902 ) Tradename $ 4,562,825 (1,301,667 ) 4,560,000 (845,667 ) Customer Relationships $ 5,150,000 (1,418,548 ) 5,150,000 (933,690 ) Non-compete $ 1,205,000 (540,889 ) 1,205,000 (348,056 ) Product License and Registration $ 57,300 (19,873 ) 57,300 (17,963 ) Trade Secret $ 32,500 (11,556 ) 32,500 (10,472 ) Total $ 117,357,905 $ (11,930,443 ) $ 105,235,080 $ (7,652,750 )

Derivative Liability (Tables)

Derivative Liability (Tables)	6 Months Ended
	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of derivative liabilities	Schedule of derivative liabilities Balance as of January 1, 2021 $ -- Fair value of derivative liabilities on issuance date 48,936,674 Gain on derivative liability (14,013,661 ) Balance as of December 31, 2021 $ 34,923,013 Gain on derivative liability (23,288,292 ) Balance as of June 30, 2022 $ 11,634,721

Business Combination (Tables)

Business Combination (Tables)	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of aggregate purchase price	Schedule of aggregate purchase price Nuevo Holding LLC Emerald Fields Merger Sub, LLC Other Acquisitions Cash $ 32,202,123 $ 18,268,825 $ 9,933,250 Seller notes 17,000,000 – – Common stock – 11,600,000 3,500,000 Total purchase price $ 49,202,123 $ 29,868,825 $ 13,433,250
Schedule of allowance of purchase price	Schedule of allowance of purchase price Description Nuevo Holding LLC Emerald Fields Merger Sub, LLC Other Acquisitions Assets acquired: Cash $ 2,860,706 $ 650,469 $ 17,100 Accounts receivable – 196,879 – Other assets – 156,000 605,112 Inventory 9,632,130 1,655,000 890,386 Fixed assets 2,137,002 2,687,000 25,966 Other long term assets 2,500 – – Intangible assets 12,120,000 Goodwill 34,933,869 13,876,399 11,894,901 Total Assets acquired $ 49,566,207 $ 31,341,747 $ 13,433,465 Liabilities and Equity assumed: Accounts payable $ 295,043 $ 458,622 $ – Accrued liabilities 69,041 1,014,300 215 Total Liabilities and Equity assumed 364,084 1,472,922 215 Estimated fair value of net assets acquired $ 49,202,123 $ 29,868,825 $ 13,433,250

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of debt	Schedule of debt June 30, December 31, 2022 2021 Term loan dated February 26, 2021, in the original amount of $ 10,000,000 5,000,000 15 June 1, 2023 $ 15,000,000 $ 15,000,000 Seller notes dated December 17, 2020 in the original amount of $ 44,250,000 12 December 17, 2025 44,250,000 44,250,000 Convertible note dated December 3, 2021, in the original amount of $ 95,000,000 13 97,165,366 95,000,000 Seller note dated February 7, 2022 in the original amount of $ 17,000,000 5 February 7, 2025 17,000,000 – Less: unamortized debt issuance costs (7,446,718 ) (8,289,743 ) Less: unamortized debt discount (44,887,772 ) (48,477,789 ) Total long term debt 121,080,876 97,482,468 Less: current portion of long term debt – – Long term debt and unamortized debt issuance costs $ 121,080,876 $ 97,482,468
Schedule of Maturities of Long-term Debt	Schedule of Maturities of Long-term Debt Principal Payments Unamortized Debt Issuance Costs Unamortized Debt Discount Total Long Term Debt 2022 $ 843,023 $ 3,894,596 $ (3,894,596 ) 2023 2,250,000 1,686,048 8,523,493 (6,273,493 ) 2024 3,000,000 1,686,048 9,734,935 (6,734,935 ) 2025 40,651,759 1,686,048 11,057,799 29,593,960 2026 127,513,607 1,545,551 11,676,949 115,836,658 Thereafter – – – – Total $ 173,415,366.00 $ 7,446,718.00 $ 44,887,772.00 $ 128,527,594.00

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2022
Leases
Balance Sheet Classification Table	Balance Sheet Classification Table Balance Sheet Line June 30, 2022 Asset Operating lease right of use assets Noncurrent assets $ 14,755,181 Liabilities Lease liabilities Current Liabilities $ 3,795,776 Lease liabilities Noncurrent liabilities 11,532,286
Maturities of Lease Liabilities	Maturities of Lease Liabilities 2022 fiscal year $ 24,566,696 Less: Interest 754,274 Present value of lease liabilities $ 23,812,422
Future minimum lease obligations	Future minimum lease obligations 2022 fiscal year $ 2,436,876 2023 fiscal year 4,230,773 2024 fiscal year 4,153,572 2025 fiscal year 3,988,575 2026 fiscal year 2,993,623 Thereafter 6,763,278 Total $ 24,566,697

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Schedule of warrant activity	Schedule of warrant activity Number of shares Balance as of December 31, 2021 17,018,750 Warrants exercised – Warrants forfeited/expired (2,400,000 ) Warrants issued – Balance as of June 30, 2022 14,618,750

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	Schedule of Segment Reporting Information Retail Wholesale Other Total Revenues 38,138,799 6,080,843 43,750 44,263,392 Cost of goods and services (13,342,427 ) (5,807,019 ) 42,502 (19,106,944 ) Gross profit 24,796,372 273,824 86,252 25,156,448 Intangible assets amortization 2,525,875 79,855 2,552 2,608,282 Depreciation 56,543 83,725 224,131 364,399 Net income (loss) 16,462,794 93,131 17,285,058 33,840,983 Segment assets 188,903,224 64,211,139 65,033,618 318,147,981 The following information represents segment activity for the six months ended June 30, 2022: Retail Wholesale Other Total Revenues 64,664,515 11,288,231 88,200 76,040,946 Cost of goods and services (29,248,037 ) (10,678,606 ) (20,352 ) (39,946,995 ) Gross profit 35,416,478 609,625 67,848 36,093,951 Intangible assets amortization 3,879,580 396,951 1,163 4,277,694 Depreciation 420,691 351,667 451,348 1,223,706 Net income (loss) 20,224,737 (328,733 ) (12,833,723 ) 7,062,281 Segment assets 188,903,224 64,211,139 65,033,618 318,147,981

Tax Provision (Tables)

Tax Provision (Tables)	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Components of income tax expense	Components of income tax expense Three Months Ended June 30, 2022 2021 Income (loss) before income taxes $ 38,246,945 $ 4,598,513 Income tax expense 4,405,962 228,474 Effective tax rate 11.52 4.97 Six Months Ended June 30, 2022 2021 Income (loss) before income taxes $ 12,728,137 $ 1,405,620 Income tax expense 5,665,856 685,088 Effective tax rate 44.51 48.74 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 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 and six months ended June 30, 2022 varies from the three months and six months ended June 30, 2021 primarily due to the change in nondeductible expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible dur to IRC Section 280E limitations which results in significant income tax expense. 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 June 30, 2022. 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. 17. Earnings per share (Basic and Dilutive) The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted Earnings Per Share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to Common Stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. These potential dilutive shares include 6,185,750 of vested stock options, 14,618,750 stock purchase warrants, and 86,994 shares of Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the three and six months ended June 30, 2022 and 2021. For the Three Months Ended For the Six Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 33,840,983 $ 4,370,040 $ 7,062,281 $ 720,531 Less: Accumulated preferred stock dividends for the period (1,766,575 ) – (3,510,019 ) – Net income (loss) attributable to common stockholders $ 32,074,408 $ 4,370,040 $ 3,552,262 $ 720,531 Denominator: Weighted-average shares of common stock 49,178,494 42,332,144 49,178,494 42,286,168 Basic earnings per share $ 0.65 $ 0.10 $ 0.07 $ 0.02 Numerator: Net income (loss) attributable to common stockholders - dilutive $ 32,074,408 $ 4,370,040 $ 3,552,262 $ 720,531 Denominator: Weighted-average shares of common stock 49,178,494 42,332,144 49,178,494 42,286,168 Dilutive effect of warrants 1,483,994 2,558,877 1,483,994 2,558,877 Dilutive effect of options 1,114,415 9,084,500 1,114,415 9,041,682 Dilutive effect of preferred stock 81,704,765 – 81,704,765 – Diluted weighted-average shares of common stock 133,481,667 53,975,521 133,481,667 53,886,727 Diluted earnings per share $ 0.24 $ 0.08 $ 0.03 $ 0.01 Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, shares of Preferred Stock are excluded from the calculation as of December 31, 2021, as the inclusion of the common share equivalents would be anti-dilutive. As the Company incurred a loss from operations in 2020, shares of Common Stock issuable pursuant to the equity awards were excluded from the computation of diluted net loss per share in the accompanying consolidated statement of operations, as their effect is anti-dilutive.

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative) - USD ($)	Dec. 07, 2021	Feb. 26, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 03, 2021
Short-Term Debt [Line Items]
Purchase price					$ 93,100,000
Debt Instrument, Unamortized Discount			$ 44,887,772	$ 48,477,789
Investor Notes [Member]
Short-Term Debt [Line Items]
Principal amount					95,000,000
Convertible Notes Payable					93,100,000
Debt Instrument, Unamortized Discount					$ 1,900,000
Proceeds from Convertible Debt	$ 92,000,000
Dye Capital [Member]
Short-Term Debt [Line Items]
Debt Conversion, Converted Instrument, Amount		$ 5,000,000
Debt converted, shares issued		5,060

Liquidity and Capital Resourc_2

Liquidity and Capital Resources (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Liquidity And Capital Resources
Cash and cash equivalents	$ 33,862,423	$ 106,400,216

Critical Accounting Policies _4

Critical Accounting Policies and Estimates (Details - Level 3) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Recurring [Member] | Marketable Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets	$ 479,741	$ 493,553

Critical Accounting Policies _5

Critical Accounting Policies and Estimates (Details - Receivables) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 6,044,269	$ 4,169,914
Allowance for doubtful accounts	(135,046)	(135,046)
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	5,888,667	4,001,874
Accounts Receivable Related Party [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	0	0
Accounts Receivable Litigation [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 290,648	$ 303,086

Critical Accounting Policies _6

Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Notes receivable	$ 71,667		$ 71,667		$ 0
Other Assets, Current	9,207,275		9,207,275		3,038,176
Accounts payable	3,296,343		3,296,343		2,585,705
Accrued expenses and other liabilities	8,966,821		8,966,821		5,592,222
Advertising and marketing expense	509,015	$ 196,903	1,232,589	$ 308,593
Stock based compensation expense	697,842	$ 1,153,018	1,688,925	$ 2,636,824
Accrued Liabilities [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	8,966,821		$ 8,966,821		5,592,222
Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets useful lives			3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets useful lives			15 years
Prepaid Expenses [Member]
Property, Plant and Equipment [Line Items]
Other Assets, Current	7,743,112		$ 7,743,112		2,523,214
Security Deposits [Member]
Property, Plant and Equipment [Line Items]
Other Assets, Current	1,464,163		1,464,163		514,962
Accrued Payroll [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	2,111,280		2,111,280		301,312
Operating Expenses [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	6,221,043		6,221,043		$ 5,290,910
Escrow Payable [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	634,498		634,498
Colorado Cannabis [Member]
Property, Plant and Equipment [Line Items]
Notes receivable	$ 71,667		$ 71,667

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 24,168,283	$ 12,242,199
Less: Accumulated Depreciation	(3,212,679)	(1,988,973)
Property and equipment, net	20,955,604	10,253,226
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	1,414,484	300,798
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	1,949,837	853,599
Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	3,553,116	2,152,129
Land [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	785,000	35,000
Servers Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	110,364	0
Software Servers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,419,796	2,550,154
Land Improvement [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,854,955	0
Building [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	3,475,266	2,910,976
P C Peripherals [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	679,868	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 6,925,597	$ 3,439,543

Property and Equipment (Detai_2

Property and Equipment (Details - Expected life)	6 Months Ended
	Jun. 30, 2022
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Lesser of the lease term or estimated useful life
Land [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Indefinite
Software Servers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	39 years
Minimum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] | Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] | Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Property and Equipment (Detai_3

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 821,757	$ 260,843	$ 1,223,706	$ 455,480

Intangible Asset (Details)

Intangible Asset (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 117,357,905	$ 105,235,080
Less: accumulated amortization	(11,930,443)	(7,652,750)
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	106,350,280	94,230,280
Less: accumulated amortization	(8,637,910)	(5,496,902)
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	4,562,825	4,560,000
Less: accumulated amortization	(1,301,667)	(845,667)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,150,000	5,150,000
Less: accumulated amortization	(1,418,548)	(933,690)
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,205,000	1,205,000
Less: accumulated amortization	(540,889)	(348,056)
Product License and Registration [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	57,300	57,300
Less: accumulated amortization	(19,873)	(17,963)
Trade Secrets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	32,500	32,500
Less: accumulated amortization	$ (11,556)	$ (10,472)

Intangible Asset (Details Narra

Intangible Asset (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 2,138,846	$ 2,755,736	$ 4,277,693	$ 4,351,667

Derivative Liability (Details)

Derivative Liability (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, beginning	$ 34,923,013
Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability	(23,288,292)	(14,013,661)
Derivative, Fair Value, Net	$ 11,634,721	$ 34,923,013

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)		3 Months Ended	5 Months Ended	6 Months Ended
	Jan. 08, 2019	Jun. 30, 2022	Jun. 11, 2019	Jun. 30, 2022	Dec. 31, 2021	Dec. 07, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of derivative liabilities		$ 0		$ 0	$ 0
Derivative liability		44,887,772		44,887,772	$ 48,477,789
Debt discount		1,833,844		3,590,017
Derivative Liabilty [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability		$ 48,936,674		$ 48,936,674
Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Face Amount						$ 95,000,000
Officer And Director [Member] | Restricted Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted stock granted, shares	500,000
An Officer [Member] | Restricted Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted stock granted, shares			1,000,000

Related Party Transactions (Det

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

1 Months Ended

2 Months Ended

3 Months Ended

4 Months Ended

5 Months Ended

6 Months Ended

7 Months Ended

8 Months Ended

12 Months Ended

20 Months Ended

22 Months Ended

25 Months Ended

Jun. 14, 2022

May 04, 2022

Dec. 07, 2021

Jun. 24, 2022

Mar. 02, 2021

Feb. 26, 2021

Jun. 30, 2022

Jun. 30, 2021

Apr. 19, 2021

Jun. 05, 2019

Jun. 30, 2022

Jun. 30, 2021

Jul. 31, 2020

Sep. 04, 2020

Dec. 31, 2021

Dec. 31, 2019

Jun. 30, 2022

Jun. 30, 2021

Sep. 30, 2021

Dec. 16, 2020

Aug. 01, 2020

Related Party Transaction [Line Items]

Number of shares issued, Value

$ 50,449,206

Cash paid at closing

95,903,316

$ 66,082,072

Star Buds [Member]

Related Party Transaction [Line Items]

Consideration transferred

$ 118,000,000

Cash paid at closing

44,250,000

Deferred cash

$ 44,250,000

Securities Purchase Agreement [Member] | Jeff Garwood [Member]

Related Party Transaction [Line Items]

Note payable balance

$ 300,000

Securities Purchase Agreement [Member] | Pratap Mukharji [Member]

Related Party Transaction [Line Items]

Note payable balance

200,000

Cozad Investments [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Principal amount

250,000

Cash

245,000

Dye Capital [Member]

Related Party Transaction [Line Items]

Convertible note

$ 5,000,000

Debt converted, amount converted

$ 5,000,000

Debt converted, interest converted

$ 60,250

Seller Notes [Member]

Related Party Transaction [Line Items]

Principal amount

44,250,000

44,250,000

$ 44,250,000

Seller Notes [Member] | Star Buds [Member]

Related Party Transaction [Line Items]

Note payable balance

$ 44,250,000

44,250,000

$ 44,250,000

Interest paid

6,993,387

Warrants [Member] | Star Buds [Member]

Related Party Transaction [Line Items]

Stock issued

5,531,250

3,793,530

Warrants [Member] | Dye Capital [Member]

Related Party Transaction [Line Items]

Debt converted, shares issued

5,060

Cash paid on conversion of debt

$ 230

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

Related Party Transaction [Line Items]

Stock issued

29,506

Dye Cann Ii Spa [Member]

Related Party Transaction [Line Items]

Number of shares issued

21,350

Proceeds from sale of equity

$ 21,350,000

Crw Spa [Member] | Series A Preferred Stock [Member]

Related Party Transaction [Line Items]

Number of shares issued

25,350

Proceeds from sale of equity

$ 25,350,000

Marc Rubin [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Principal amount

100,000

Cash

$ 98,000

Interest rate

13%

Jeff Garwood [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Cash

$ 294,000

Interest rate

13%

Pratap Mukharji [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Cash

$ 196,000

Interest rate

13%

Med Pharm Holdings [Member]

Related Party Transaction [Line Items]

Notes receivable issued

$ 767,695

Note receivable balance

$ 767,695

Accrued interest receivable

$ 47,161

Note receivable balance

$ 181,911

$ 100,000

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

Related Party Transaction [Line Items]

Shares returned for payment of note receivable

175,000

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

Related Party Transaction [Line Items]

Proceeds from sale of equity

$ 3,000,000

$ 18,575,000

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

Related Party Transaction [Line Items]

Number of shares issued

1,500,000

9,287,500

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

Related Party Transaction [Line Items]

Warrants issued

1,500,000

9,287,500

Tella Digital [Member]

Related Party Transaction [Line Items]

Costs and expenses to related party

224,964

$ 214,908

Mr Cozad [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

40,463

Number of shares issued, Value

$ 35,001

$ 70,001

Brian Ruden [Member] | Star Buds [Member]

Related Party Transaction [Line Items]

Cash paid at closing

$ 13,727,490

Deferred cash

$ 13,727,490

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

Related Party Transaction [Line Items]

Interest paid

$ 2,165,387

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

Related Party Transaction [Line Items]

Stock issued

1,715,936

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

Related Party Transaction [Line Items]

Stock issued

9,152

Mr Cozad 1 [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

20,232

Number of shares issued, Value

$ 35,001

$ 35,001

Mr Cozad 2 [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

40,463

Number of shares issued, Value

$ 35,001

$ 70,001

Mr Mukharji [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

40,463

Number of shares issued, Value

$ 35,001

$ 70,001

Mr Montalbano [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

40,463

Number of shares issued, Value

$ 35,001

$ 70,001

Mr Berger [Member]

Related Party Transaction [Line Items]

Number of shares issued

22,728

40,463

19,085

Number of shares issued, Value

$ 35,001

$ 70,001

$ 25,001

Mr Wahdan [Member]

Related Party Transaction [Line Items]

Number of shares issued

14,584

15,586

Number of shares issued, Value

$ 42,887

Goodwill Accounting (Details Na

Goodwill Accounting (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

4 Months Ended

5 Months Ended

6 Months Ended

7 Months Ended

9 Months Ended

May 31, 2022

Mar. 02, 2021

Apr. 20, 2020

Jun. 03, 2017

Jun. 30, 2022

Jun. 30, 2021

Jul. 21, 2017

Sep. 17, 2018

Feb. 15, 2022

Feb. 09, 2022

Feb. 08, 2022

Jan. 26, 2022

Dec. 31, 2021

Dec. 21, 2021

Jul. 21, 2021

Restructuring Cost and Reserve [Line Items]

Goodwill

$ 107,969,018

$ 43,316,267

Cash paid for acquisition

95,903,316

$ 66,082,072

Success And Pono [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

7,000,000

Goodwill

$ 6,301,080

6,301,080

Denver Consulting [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

2,258,065

Goodwill

3,003,226

$ 3,003,226

Big Tomato [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

1,933,329

Goodwill

3,000,000

$ 3,000,000

Mesa Organics [Member]

Restructuring Cost and Reserve [Line Items]

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]

Restructuring Cost and Reserve [Line Items]

Goodwill

$ 27,054,025

Cash paid for acquisition

$ 44,250,000

Southern Colorado Growers [Member]

Restructuring Cost and Reserve [Line Items]

Goodwill

$ 1,810,323

$ 1,810,323

Smoking Gun Apothecary [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

100,000

Goodwill

$ 3,947,582

$ 3,947,582

Drift [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

1,066,666

Goodwill

$ 3,344,555

$ 3,344,555

R G A [Member]

Restructuring Cost and Reserve [Line Items]

Goodwill

34,933,869

$ 34,933,869

MCG [Member]

Restructuring Cost and Reserve [Line Items]

Goodwill

$ 13,876,399

Brow [Member]

Restructuring Cost and Reserve [Line Items]

Goodwill

5,733,850

$ 5,733,850

Urban Dispensary [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

1,450,382

Goodwill

$ 2,816,496

2,816,496

SBUD LLC [Member]

Restructuring Cost and Reserve [Line Items]

Goodwill

$ 27,054,025

M G C [Member]

Restructuring Cost and Reserve [Line Items]

Stock issued for acquisition, shares

7,116,564

Goodwill

$ 13,876,399

Business Combination (Details)

Business Combination (Details)	6 Months Ended
	Jun. 30, 2022 USD ($)
Nuevo Holding L L C [Member]
Business Acquisition [Line Items]
Cash	$ 32,202,123
Seller notes	17,000,000
Common stock	0
Total purchase price	49,202,123
Emerald Fields Merger Sub L L C [Member]
Business Acquisition [Line Items]
Cash	18,268,825
Seller notes	0
Common stock	11,600,000
Total purchase price	29,868,825
Other Acquisitions [Member]
Business Acquisition [Line Items]
Cash	9,933,250
Seller notes	0
Common stock	3,500,000
Total purchase price	$ 13,433,250

Business Combination (Details -

Business Combination (Details - allocation of purchase price) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Accounts receivable	$ 5,753,621	$ 3,866,828
Goodwill	107,969,018	$ 43,316,267
Nuevo Holding L L C [Member]
Business Acquisition [Line Items]
Cash	2,860,706
Accounts receivable	0
Other assets	0
Inventory	9,632,130
Fixed assets	2,137,002
Other LT Assets	2,500
Goodwill	34,933,869
Total assets acquired	49,566,207
Accounts Payable	295,043
Accrued Liabilities	69,041
Total liabilities and equity assumed	364,084
Estimated fair value of net assets acquired	49,202,123
Emerald Fields Merger Sub L L C [Member]
Business Acquisition [Line Items]
Cash	650,469
Accounts receivable	196,879
Other assets	156,000
Inventory	1,655,000
Fixed assets	2,687,000
Other LT Assets	0
Intangible assets	12,120,000
Goodwill	13,876,399
Total assets acquired	31,341,747
Accounts Payable	458,622
Accrued Liabilities	1,014,300
Total liabilities and equity assumed	1,472,922
Estimated fair value of net assets acquired	29,868,825
Other Acquisitions [Member]
Business Acquisition [Line Items]
Cash	17,100
Accounts receivable	0
Other assets	605,112
Inventory	890,386
Fixed assets	25,966
Other LT Assets	0
Goodwill	11,894,901
Total assets acquired	13,433,465
Accounts Payable	0
Accrued Liabilities	215
Total liabilities and equity assumed	215
Estimated fair value of net assets acquired	$ 13,433,250

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods inventory	$ 6,912,280	$ 5,573,329
Inventory work in process	8,505,411	5,535,992
Raw materials inventory	$ 3,957,650	$ 12,676

Debt (Details)

Debt (Details) - USD ($)	14 Months Ended
	Jun. 30, 2022	Feb. 07, 2022	Dec. 31, 2021	Dec. 03, 2021	Jul. 28, 2021	Feb. 26, 2021	Dec. 17, 2020
Debt Instrument [Line Items]
Unamortized debt discount	$ (7,446,718)		$ (8,289,743)
Long term debt	(44,887,772)		(48,477,789)
Long term debt	121,080,876		97,482,468
Less: current portion of long term debt	0		0
Long term debt and unamortized debt issuance costs	$ 121,080,876		97,482,468
Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					$ 5,000,000	$ 10,000,000	$ 44,250,000
Debt Instrument, Interest Rate, Stated Percentage	15%
Debt Instrument, Date of First Required Payment	Jun. 01, 2023
Long-term Debt, Current Maturities	$ 15,000,000		15,000,000
Seller Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 44,250,000
Debt Instrument, Interest Rate, Stated Percentage	12%
Debt Instrument, Date of First Required Payment	Dec. 17, 2025
Long-term Debt, Current Maturities	$ 44,250,000		44,250,000
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount				$ 95,000,000
Debt Instrument, Interest Rate, Stated Percentage	13%
Long-term Debt, Current Maturities	$ 97,165,366		95,000,000
Seller Note 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 17,000,000
Debt Instrument, Interest Rate, Stated Percentage	5%
Debt Instrument, Date of First Required Payment	Feb. 07, 2025
Long-term Debt, Current Maturities	$ 17,000,000		$ 0

Debt (Details - Maturities of L

Debt (Details - Maturities of Long-term Debt)	6 Months Ended
	Jun. 30, 2022 USD ($)
Short-Term Debt [Line Items]
Unamortized debt issuance cost	$ 7,446,718
Unamortized debt discount	44,887,772
Total long term debt	128,527,594
Principal payment	173,415,366
Debt 2022 [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	843,023
Unamortized debt discount	3,894,596
Total long term debt	(3,894,596)
Debt 2023 [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	8,523,493
Total long term debt	(6,273,493)
Principal payment	2,250,000
Debt 2024 [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	9,734,935
Total long term debt	(6,734,935)
Principal payment	3,000,000
Debt 2025 [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	11,057,799
Total long term debt	29,593,960
Principal payment	40,651,759
Debt 2026 [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	1,545,551
Unamortized debt discount	11,676,949
Total long term debt	115,836,658
Principal payment	127,513,607
Thereafter [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance cost	0
Unamortized debt discount	0
Total long term debt	0
Principal payment	$ 0

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended	6 Months Ended
	Dec. 07, 2021	Feb. 26, 2021	Feb. 26, 2021	Jun. 30, 2022	Dec. 03, 2021	Dec. 01, 2021	Sep. 01, 2021	Jun. 01, 2021	Mar. 01, 2021
Short-Term Debt [Line Items]
Proceeds from loans		$ 10,000,000
Principal payment		$ 750,000
Maturity date		Feb. 26, 2025
Net Proceeds				$ 80,000,000
Capital lease obligations				5,500,000
Unsecured debt				1,000,000
Seller Notes [Member]
Short-Term Debt [Line Items]
Principal amount				44,250,000
Long-Term Debt, Maturity, Year Three				13,901,759
Long-Term Debt, Maturity, Year Four				3,474,519
Long-Term Debt, Maturity, Year Five				26,873,722
Nuevoacquisition [Member]
Short-Term Debt [Line Items]
Principal amount				$ 17,000,000
Investor Notes [Member]
Short-Term Debt [Line Items]
Principal amount					$ 95,000,000
Proceeds from issuance of private placement	$ 92,000,000
Term Loan [Member]
Short-Term Debt [Line Items]
Interest rate						15%	15%	15%	15%
Loan Agreement [Member]
Short-Term Debt [Line Items]
Proceeds from loans			$ 5,000,000

Leases (Details - Balance Sheet

Leases (Details - Balance Sheet Classification) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Leases
Operating lease asset - non-current	$ 14,755,181	$ 8,511,780
Operating lease liability - current	3,795,776	0
Operating lease liability - non-current	$ 11,532,286	$ 8,715,480

Leases (Details - Lease maturit

Leases (Details - Lease maturities)	Jun. 30, 2022 USD ($)
Leases
2022 fiscal year	$ 24,566,696
Less: Interest	754,274
Present value of lease liabilities	$ 23,812,422

Leases (Details - Minimum lease

Leases (Details - Minimum lease obligation)	Jun. 30, 2022 USD ($)
Leases
2022 fiscal year	$ 2,436,876
2023 fiscal year	4,230,773
2024 fiscal year	4,153,572
2025 fiscal year	3,988,575
2026 fiscal year	2,993,623
Thereafter	6,763,278
Total	$ 24,566,697

Leases (Details Narrative)

Leases (Details Narrative)	Jun. 30, 2022
Minimum [Member]
Weighted average lease discount rate	6%
Maximum [Member]
Weighted average lease discount rate	12%

Stockholders' Equity (Details W

Stockholders' Equity (Details Warrant Activity) - Warrant [Member]	6 Months Ended
	Jun. 30, 2022 shares
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	17,018,750
Warrants exercised	0
Warrants forfeited/expired	(2,400,000)
Warrants issued	0
Warrants outstanding, ending balance	14,618,750

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)		1 Months Ended		2 Months Ended		3 Months Ended			4 Months Ended	6 Months Ended		12 Months Ended
	Jul. 21, 2021	May 31, 2022	Feb. 03, 2021	Mar. 03, 2021	Mar. 02, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Apr. 20, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 18, 2020	Dec. 17, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock authorized						10,000,000				10,000,000		10,000,000
Preferred Stock, Par or Stated Value Per Share						$ 0.001				$ 0.001		$ 0.001
Preferred stock outstanding												82,566
Escrow shares						4,428				4,428
Accumulated preferred dividends							$ 1,766,575			$ 3,510,019
Common stock authorized						250,000,000				250,000,000		250,000,000
Common stock par value						$ 0.001				$ 0.001		$ 0.001
Treasury Stock, Common, Shares						886,459				886,459		517,044
Common stock issued						55,995,681				55,995,681		45,484,314
Common stock outstanding						54,446,575				54,446,575		44,745,870
Stock issued for compensation, value						$ 697,891		$ 236,055		$ 697,891	$ 680,861
Shares issued for acquisition, value						$ 7,099,944				$ 15,100,450	20,240,000
Conversion of preferred stock						272				272
Conversion of shares										245,017
Warrant [Member] | Various Accredited Investor [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price												$ 1.20
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate												0.21%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate												157.60%
Warrant [Member] | Various Accredited Investor [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price												$ 2.50
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate												1.84%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate												194.56%
Common Stock Purchase Warrants [Member] | SBUD LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:WarrantsIssuedShares]												1,500,000
Star Buds [Member] | Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Escrow shares			349	2,690									959	430
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
Escrow shares value			$ 314,100	$ 2,421,000									$ 863,100	$ 387,000
Star Buds [Member] | Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares					5,531,250							3,793,530
Souther Colorado Growers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares	2,213,994
Shares issued for acquisition, value	$ 5,377,786
Smoking Gun Apothecary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares										100,000
Shares issued for acquisition, value										$ 197,000
Drift [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares										1,066,666
Shares issued for acquisition, value										$ 1,600,000
M G C [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares										7,116,564
Shares issued for acquisition, value										$ 11,600,000
Urban Dispensary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares		1,450,382
Shares issued for acquisition, value		$ 1,900,000
Employees Officers Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for compensation, shares										428,401		323,530
Stock issued for compensation, value										$ 697,463		$ 637,233
Mesa Organics Ltd [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares									2,554,750
Shares issued for acquisition, value									$ 4,167,253
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock outstanding						86,994				86,994
Stock issued for compensation, value
Stock issued for acquisition, shares											20,240
Shares issued for acquisition, value											$ 20
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued												45,484,314
Common stock outstanding												44,745,870
Stock issued for compensation, shares						428,401		105,488		428,401	323,530
Stock issued for compensation, value						$ 428		$ 105		$ 428	$ 323
Stock issued for acquisition, shares						1,900,000				9,900,506
Shares issued for acquisition, value						$ 1,900				$ 9,901

Segment Information (Details- S

Segment Information (Details- Segment Information) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 44,263,392	$ 76,040,946
Cost of goods and services	(19,106,944)	(39,946,995)
Gross profit	25,156,448	36,093,951
Intangible assets amortization	2,608,282	4,277,694
Depreciation	364,399	1,223,706
Net income (loss)	33,840,983	7,062,281
Segment assets	318,147,981	318,147,981
Products [Member]
Segment Reporting Information [Line Items]
Revenues	38,138,799	64,664,515
Cost of goods and services	(13,342,427)	(29,248,037)
Gross profit	24,796,372	35,416,478
Intangible assets amortization	2,525,875	3,879,580
Depreciation	56,543	420,691
Net income (loss)	16,462,794	20,224,737
Segment assets	188,903,224	188,903,224
Licensing And Consulting [Member]
Segment Reporting Information [Line Items]
Revenues	6,080,843	11,288,231
Cost of goods and services	(5,807,019)	(10,678,606)
Gross profit	273,824	609,625
Intangible assets amortization	79,855	396,951
Depreciation	83,725	351,667
Net income (loss)	93,131	(328,733)
Segment assets	64,211,139	64,211,139
Infrastructure [Member]
Segment Reporting Information [Line Items]
Revenues	43,750	88,200
Cost of goods and services	42,502	(20,352)
Gross profit	86,252	67,848
Intangible assets amortization	2,552	1,163
Depreciation	224,131	451,348
Net income (loss)	17,285,058	(12,833,723)
Segment assets	$ 65,033,618	$ 65,033,618

Tax Provision (Details - Compon

Tax Provision (Details - Components of Income Tax) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income (Loss) before Income Taxes	$ 38,246,945	$ 4,598,513	$ 12,728,137	$ 1,405,620
Income Tax Expense	$ 4,405,962	$ 228,474	$ 5,665,856	$ 685,088
Effective Tax Rate	11.52%	4.97%	44.51%	48.74%