urban-gro (UGRO) 10-Q 3 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Oct. 28, 2020
Cover [Abstract]
Entity Registrant Name	urban-gro, Inc.
Entity Central Index Key	0001706524
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		28,272,285
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Small Business	true
Entity Emerging Growth	true
Entity Ex-transition period	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity File Number	000-55966
Entity Incorporation State Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 213,392	$ 448,703
Accounts receivable, net	853,585	1,564,969
Inventories, net	775,064	676,175
Related party receivable	9,772	49,658
Prepayments and advances	2,734,382	1,278,728
Total current assets	4,586,195	4,018,233
Non-current assets
Property, plant, and equipment, net	152,577	165,035
Operating lease right of use assets, net	114,017	215,848
Investments	1,710,358	2,020,358
Goodwill	902,067	902,067
Intangible assets, net	84,924	86,151
Total non-current assets	2,963,943	3,389,459
Total assets	7,550,138	7,407,692
Current liabilities
Accounts payable	1,132,020	3,753,862
Accrued expenses	1,863,096	1,686,841
Related party payable	0	24,972
Deposits	4,087,592	2,915,406
Related party note payable	0	1,000,000
Notes payable	60,000	2,812,709
Revolving facility	600,000	0
Term loan, net	1,596,280	0
Operating lease liabilities	80,339	123,395
Total current liabilities	9,419,327	12,317,185
Non-current liabilities
Revolving Facility	2,676,493	0
Term Loan, net	88,318	0
Related Party note payable	1,000,000	0
Notes payable	1,020,600	0
Operating lease liabilities	49,347	98,841
Total non-current liabilities	4,834,758	98,841
Total liabilities	14,254,085	12,416,026
Shareholders' deficit:
Preferred stock, $0.10 par value; 10,000,000 shares authorized; 0 shares issued and outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 28,272,285 and 28,209,312 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	28,272	28,209
Additional paid in capital	14,118,289	11,854,083
Accumulated deficit	(20,850,508)	(16,890,626)
Total shareholders' deficit	(6,703,947)	(5,008,334)
Total liabilities and shareholders' deficit	$ 7,550,138	$ 7,407,692

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	28,272,285	28,209,312
Common stock, shares issued	28,272,285	28,209,312

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Total Revenue	$ 8,359,422	$ 5,583,064	$ 16,625,688	$ 17,056,737
Cost of revenue	6,654,134	3,650,965	12,613,461	11,529,448
Gross profit	1,705,288	1,932,099	4,012,227	5,527,289
Operating expenses
Marketing	42,749	263,948	236,093	914,563
General and administrative	1,411,821	2,383,920	4,874,383	6,892,623
General and administrative - amortization of broker issuing costs and broker warrants associated with convertible debentures	0	167,834	0	167,834
Stock-based Compensation	399,258	509,219	1,391,807	1,606,355
Total operating expenses	1,853,828	3,324,921	6,502,283	9,581,375
Loss from operations	(148,540)	(1,392,822)	(2,490,056)	(4,054,086)
Non-operating income (expenses):
Interest expense	(393,158)	(125,733)	(1,057,501)	(374,850)
Interest expense - amortization of convertible debentures	0	(796,233)	0	(796,233)
Contingent consideration	(155,000)	0	(155,000)	0
Impairment of investment	0	(506,000)	(310,000)	(506,000)
Other income	2,417	11,258	52,675	11,765
Total other non-operating income (expenses), net	(545,741)	(1,416,708)	(1,469,826)	(1,665,318)
Income (loss) before income taxes	(694,281)	(2,809,530)	(3,959,882)	(5,719,404)
Income tax expense (benefit)	0	0	0	0
Net income (loss)	(694,281)	(2,809,530)	(3,959,882)	(5,719,404)
Comprehensive income (loss)	$ (694,281)	$ (2,809,530)	$ (3,959,882)	$ (5,719,404)
Earnings (loss) per share
Net loss per share - basic and diluted	$ (0.02)	$ (0.11)	$ (0.14)	$ (0.22)
Weighted average outstanding shares	28,888,194	26,175,098	28,706,905	25,772,134
Product Sales [Member]
Revenue
Total Revenue	$ 7,910,540	$ 4,633,974	$ 15,135,472	$ 14,469,616
Services [Member]
Revenue
Total Revenue	$ 448,882	$ 949,090	$ 1,490,216	$ 2,587,121

Condensed Consolidated Statem_2

Condensed Consolidated Statements Of Shareholders' Deficit (unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated deficit	Total
Beginning balance, shares at Dec. 31, 2018	25,229,833
Beginning balance, value at Dec. 31, 2018	$ 25,230	$ 4,688,272	$ (8,540,053)	$ (3,826,551)
Stock Based Compensation		1,606,355		1,606,355
Stock Options Issued for loan term revisions, value		37,830		37,830
Stock grants issued for loan term revisions, shares	10,000
Stock grants issued for loan term revisions, value	$ 10	24,090		24,100
Stock grant program vesting, shares	1,241,633
Stock grant program vesting, value	$ 1,241	(1,241)
Stock issuance related to acquisition, shares	500,000
Stock issuance related to acquisition, value	$ 500	999,500		1,000,000
Warrant issuance related to convertible debentures		614,041		614,041
Equity value of exercise price associated with convertible debentures		719,479		719,479
Broker warrants associated with issuance of convertible debentures		278,678		278,678
Net income (loss)			(5,719,404)	(5,719,404)
Ending balance, shares at Sep. 30, 2019	26,981,466
Ending balance, value at Sep. 30, 2019	$ 26,981	8,967,004	(14,259,457)	(5,265,472)
Beginning balance, shares at Dec. 31, 2018	25,229,833
Beginning balance, value at Dec. 31, 2018	$ 25,230	4,688,272	(8,540,053)	(3,826,551)
Ending balance, shares at Dec. 31, 2019	28,209,312
Ending balance, value at Dec. 31, 2019	$ 28,209	11,854,083	(16,890,626)	(5,008,334)
Beginning balance, shares at Jun. 30, 2019	25,820,633
Beginning balance, value at Jun. 30, 2019	$ 25,821	8,438,943	(11,449,927)	(2,985,163)
Stock Based Compensation		509,219		509,219
Stock grants issued for loan term revisions, value		20,002		20,002
Stock grant program vesting, shares	1,160,833
Stock grant program vesting, value	$ 1,160	(1,160)
Stock issuance related to acquisition, shares
Stock issuance related to acquisition, value
Net income (loss)			(2,809,530)	(2,809,530)
Ending balance, shares at Sep. 30, 2019	26,981,466
Ending balance, value at Sep. 30, 2019	$ 26,981	8,967,004	(14,259,457)	(5,265,472)
Beginning balance, shares at Dec. 31, 2019	28,209,312
Beginning balance, value at Dec. 31, 2019	$ 28,209	11,854,083	(16,890,626)	(5,008,334)
Stock Based Compensation		1,391,807		1,391,807
Clawback of stock granted, shares	(1,100,000)
Clawback of stock granted, value	$ (1,100)	1,100
Stock grant to satisfy accounts payable, shares	9,640
Stock grant to satisfy accounts payable, value	$ 10	9,630		9,640
Stock issuance related to loan term revisions, shares	100,000
Stock issuance related to loan term revisions, value	$ 100	99,900		100,000
Stock grant program vesting, shares	253,333
Stock grant program vesting, value	$ 253	(253)
Stock issuance related to debt, shares	500,000
Stock issuance related to debt, value	$ 500	499,500		500,000
Stock issuance related to acquisition, shares	250,000
Stock issuance related to acquisition, value	$ 250	154,750		155,000
Warrants issued related to debt		76,822		76,822
Stock issued for lease revision, shares	50,000
Stock issued for lease revision, value	$ 50	30,950		31,000
Net income (loss)			(3,959,882)	(3,959,882)
Ending balance, shares at Sep. 30, 2020	28,272,285
Ending balance, value at Sep. 30, 2020	$ 28,272	14,118,289	(20,850,508)	(6,703,947)
Beginning balance, shares at Jun. 30, 2020	28,830,978
Beginning balance, value at Jun. 30, 2020	$ 28,830	13,522,833	(20,156,227)	(6,604,564)
Stock Based Compensation		399,258		399,258
Clawback of stock granted, shares	(1,000,000)
Clawback of stock granted, value	$ (1,000)	1,000
Stock grant to satisfy accounts payable, shares	9,640
Stock grant to satisfy accounts payable, value	$ 10	9,630		9,640
Stock grant program vesting, shares	131,667
Stock grant program vesting, value	$ 132	(132)
Stock issuance related to acquisition, shares	250,000
Stock issuance related to acquisition, value	$ 250	154,750		155,000
Stock issued for lease revision, shares	50,000
Stock issued for lease revision, value	$ 50	30,950		31,000
Net income (loss)			(694,281)	(694,281)
Ending balance, shares at Sep. 30, 2020	28,272,285
Ending balance, value at Sep. 30, 2020	$ 28,272	$ 14,118,289	$ (20,850,508)	$ (6,703,947)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows from Operating Activities
Net income (loss)	$ (3,959,882)	$ (5,719,404)
Adjustment to reconcile net income (loss) from operations:
Depreciation and amortization	181,750	193,956
Amortization of deferred financing costs	368,661	0
Amortization of convertible debenture components	0	810,166
Stock-based compensation expense	1,391,807	1,606,355
Contingent consideration expense	155,000	0
Impairment of investment	310,000	506,000
Gain on disposal of assets	3,468	(9,572)
Inventory write-offs	72,258	57,352
Bad debt expense	43,849	12,252
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	658,706	(899,859)
Inventories	(171,147)	142,745
Prepayments and other assets	(784,210)	123,376
Accounts payable and accrued expenses	(2,470,559)	2,164,412
Deposits	1,172,186	925,922
Net Cash Used in Operating Activities	(3,028,113)	(86,299)
Cash Flows from Investing Activities
Purchase of investment	0	(572,250)
Purchase of intangible assets	0	(25,000)
Purchases of property and equipment	(122,817)	(387,160)
Proceeds from sale of assets	0	40,500
Cash acquired in acquisition	0	49,742
Net Cash Used In Investing Activities	(122,817)	(894,168)
Cash Flows from Financing Activities
Proceeds from issuance of Revolving Facility	2,207,432	0
Proceeds from issuance of Term Loan	2,000,000	0
Proceeds from Revolving Facilty advances	1,069,061	0
Issuance of convertible debentures	0	2,565,000
Proceeds from notes payable	1,020,600	970,000
Debt financing costs	(638,046)	0
Repayment of notes payable	(2,743,428)	(227,749)
Net Cash Provided by Financing Activities	2,915,619	3,307,251
Net Increase (Decrease) in Cash	(235,311)	2,326,784
Cash at Beginning of Period	448,703	1,178,852
Cash at End of Period	213,392	3,505,636
Supplemental Cash Flow Information:
Interest Paid	670,165	291,441
Income Tax Paid	0	0
Supplemental disclosure of non-cash investing and financing activities:
Operating lease right of use asset set-up effective January 1, 2019	0	326,095
Debt financing costs booked in equity	$ 676,822	$ 0
Stock issued for acquisition	155,000	1,020,003

1. Organization and Acquisition

1. Organization and Acquisitions, Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Acquisitions, Liquidity and Going Concern	NOTE 1 – ORGANIZATION AND ACQUISITIONS, LIQUIDITY AND GOING CONCERN Organization and Acquisitions urban-gro, Inc. (“we,” “us,” “our,” the “Company,” or “urban-gro”) is a leading engineering design and services company focused on the commercial indoor horticulture market. We engineer and design indoor controlled environment agriculture (“CEA”) facilities a clients to manage their entire cultivation lifecycle, establishing facilities that operate and perform at the highest level. Our indoor commercial cultivation solution offers an integrated suite of services and equipment systems that generally fall within the following categories: · Service Solutions: · Engineering Design Services – A comprehensive triad of services including: i. Cultivation Space Programming (“CSP”) ii. Integrated Cultivation Design (“ICD”) iii. Full-Facility Mechanical, Electrical, and Plumbing (“MEP”) · gro-care® - A recurring revenue subscription-based managed service offering including: i. Remote Monitoring, Reporting, Support, and Training Services ii. Facility and Equipment Commissioning & Audit Services iii. Environmental Sciences Groups’ (“ESG”) Compliance and Program Services · Integrated Equipment Solutions: · Design, Source, and Integration of Complex Environmental Equipment Systems Including Purpose-Built Heating, Ventilation, and Air Conditioning (“HVAC”) solutions, Environmental Controls, Fertigation, and Irrigation Distribution. · Value-Added Reselling (“VAR”) of Cultivation Equipment including a Complete line of Lighting and Rolling Benching Systems · Strategic Vendor Relationships with Premier Manufacturers Since commencing business in March 2014, we have introduced new equipment solutions, products and services to the CEA market, expanded our ongoing operations across North America, and most recently, we have entered into several engagements in Europe. Effective March 7, 2019, the Company acquired 100% of the stock of Impact Engineering, Inc. (d/b/a Grow2Guys) (“Impact”), a provider of mechanical electrical and plumbing (“MEP”) engineering services predominantly focused on the indoor commercial horticulture industry. The Company believes the acquisition of Impact will improve the Company’s ability to better serve its current and future client base by expanding on the fully integrated products and services offered by the Company. The Company initially issued 500,000 shares of Common Stock valued at $2.00 per share to effect the acquisition of Impact. The Company accounted for the initial acquisition of Impact as follows: Purchase Price $ 1,000,000 Allocation of Purchase Price: Cash $ 49,742 Accounts receivable, net $ 93,811 Goodwill $ 902,067 Accrued expenses $ 45,620 Under the terms of the agreement to acquire Impact, the Company was required to issue additional shares of Common Stock to the former Impact owner if the average closing price per share of the Company’s Common Stock was less than or equal to $2.00 per share for the 30-day period beginning on the date that was 150 days after the initial date of the listing of the Company’s Common Stock on a national securities exchange or quotation on the OTCQB or OTCQX (the “Valuation Period”). The Company’s Common Stock price was lower than $2.00 per share during the Valuation Period and the Company was required to issue additional shares of the Company’s Common Stock to the former Impact owner. In September 2020, however, the Company and the former Impact owner agreed to satisfy this provision of the agreement by the Company issuing 250,000 additional shares of Common Stock to the former Impact owner. The Company valued the issuance of these additional 250,000 shares at $0.62 per share of Common Stock based on the market price of our shares on the date of the agreement and recorded the additional issuance of shares as contingent consideration in the statements of operations and comprehensive income (loss). Liquidity and Going Concern Since inception, the Company has incurred significant operating losses and has funded its operations primarily through the issuance of equity securities, debt, and operating revenue. As of September 30, 2020, the Company had an accumulated deficit of $20,850,508, a working capital deficit of $4,833,132, and negative stockholders’ equity of $6,703,947. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern, within one year after the date that these financial statements are issued. The Company continually evaluates opportunities to raise equity and debt financing and has also sought to implement cost reduction and revenue enhancing measures to help achieve profitability and continue operations. There can, however, be no assurances that the Company will be able to raise equity or debt financing in sufficient amounts, when and if needed, on acceptable terms or at all, nor can there be any assurances that the Company will be able to implement cost reduction and revenue enhancing measures that will enable the Company to achieve profitable operations going forward. The accompanying financial statements have been prepared on a going concern basis. Pursuant to Accounting Standards Codification (“ASC”) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Condensed Consolidated Financial Statements The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for condensed financial reporting. The condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of shareholders’ deficit and condensed consolidated statements of cash flows for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s 2019 Form 10-K. During the nine months ended September 30, 2020, there were no material changes made to the Company’s significant accounting policies. Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption.

3. Related Party Transactions

3. Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 3 – RELATED PARTY TRANSACTIONS The Company previously purchased certain cultivation products from Bravo Lighting, LLC (d/b/a Bravo Enterprises) (“Bravo”) and Enviro-Glo, LLC (“Enviro-Glo”), manufacturers and distributors of commercial building lighting and other product solutions with common control by the Company’s two major shareholders, Bradley Nattrass and Octavio Gutierrez. Purchases from Bravo and Enviro-Glo totaled $0 and $43,912 for the nine months ended September 30, 2020 and 2019, respectively, and $0 and $7,442 for the three months ended September 30, 2020 and 2019, respectively. There were no outstanding receivables from Bravo and Enviro-Glo as of September 30, 2020 and December 31, 2019. Net outstanding payables incurred for purchases of inventory and other services to Bravo and Enviro-Glo as of September 30, 2020 and December 31, 2019 were $0 and $8,570, respectively. The Company has made payments to Cloud 9 Support, LLC (“Cloud 9”), a company owned by James Lowe, a director, shareholder, and debt holder. Payments to Cloud 9 were $0 and $75,617 during the nine months ended September 30, 2020 and 2019, respectively, and $0 and $24,368 during the three months ended September 30, 2020 and 2019, respectively. Cloud 9 also purchases materials from the Company. Total sales to Cloud 9 from the Company were $359,562 and $229,688 during the nine months ended September 30, 2020 and 2019, respectively, and $112,405 and $103,088 during the three months ended September 30, 2020 and 2019, respectively. Outstanding receivables from Cloud 9 as of September 30, 2020 and December 31, 2019 totaled $9,772 and $49,659, respectively. Net outstanding payables to Cloud 9 as of September 30, 2020 and December 31, 2019 were $0 and $16,402, respectively. In October 2018, the Company received a $1,000,000, unsecured, interest only, promissory note (the “Promissory Note”) from Cloud 9. The Promissory Note was originally due April 30, 2019. The Promissory Note is personally guaranteed by the Company’s largest shareholders, Bradley Nattrass, who is the Company’s Chairman and Chief Executive Officer, and Octavio Gutierrez, a former officer and director of the Company. The Promissory Note includes additional consideration of 30,000 options at an exercise price of $1.20 per share. Under the initial terms of the Promissory Note, the interest rate was 12.0% per year with interest payable monthly. In May 2019, the due date of the Promissory Note was extended to December 31, 2019 and the interest rate was decreased to 9.0% per year payable monthly. In connection with the execution of the Credit Agreement (see Note 9 – Debt) on February 21, 2020, the Company entered into an agreement to amend the Promissory Note (the “Amending Agreement”). Pursuant to the Amending Agreement, Cloud 9 agreed to extend the maturity date of the Promissory Note from December 31, 2019 to the date which is the earlier of 60 days following the date: (a) on which demand for repayment is made by the Lender under the Credit Agreement; or (b) which is the maturity date of the Credit Agreement. As part of the Amending Agreement, the Company issued 100,000 shares of Common Stock to James Lowe as designee of Cloud 9.

4. Prepayments and Other Assets

4. Prepayments and Other Assets	9 Months Ended
	Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepayments And Other Assets	NOTE 4 – PREPAYMENTS AND OTHER ASSETS Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: September 30, December 31, 2020 2019 Vendor prepayments $ 1,828,531 $ 1,070,788 Prepaid services and fees 268,655 187,912 Deferred financing asset (See Note 9 - Debt) 630,805 – Other assets 6,391 20,028 Prepayments and other assets $ 2,734,382 $ 1,278,728

5. Investments

5. Investments	9 Months Ended
	Sep. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]
Investments	NOTE 5 – INVESTMENTS The components of investments are summarized as follows: September 30, 2020 December 31, Investment in Edyza $ 1,710,358 $ 1,710,358 Investment in TGH – 310,000 $ 1,710,358 $ 2,020,358 On January 24, 2020, the Company entered into a Membership Interest Redemption Agreement (the “Redemption Agreement”) with Total Grow Holdings LLC (d/b/a Total Grow Control, LLC) (“TGH”), whereby the Company agreed to sell the Company’s 24.4% membership interests in TGH back to TGH for total consideration of $370,000. As a result of TGH’s failure to perform its obligations under the Redemption Agreement, the Company initiated a lawsuit against TGH seeking damages (the “Lawsuit”), and subsequently fully impaired the remaining investment in TGH during the three months ended June 30, 2020. On September 24, 2020, the Company and TGH entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the parties agreed to settle all claims brought in the Lawsuit. Pursuant to the Settlement Agreement, TGH agreed to pay the Company a total of $61,919 in six equal installments. TGH’s first payment was due by October 4, 2020. TGH also agreed to reimburse the Company for up to $25,000 of its attorney’s fees related to the Lawsuit and the Settlement Agreement. In consideration of the foregoing and subject to TGH satisfying its payment obligations, the Company agreed to release any and all claims related to the Lawsuit. The Settlement Agreement also provides for a mutual release between the parties. On September 24, 2020, in connection with the Settlement Agreement, the Company also entered into an agreement (the “Pullar Agreement”) by and between the Company and George R. Pullar, a former director of the Company and the Company’s former chief financial officer and the current chief financial officer of TGH. Pursuant to the Pullar Agreement, in exchange for Mr. Pullar relinquishing all right, title and interest in and to 1,000,000 shares of the Company’s common stock, the Company agreed to (i) execute the Settlement Agreement, (ii) transfer, sell and assign to Mr. Pullar the Company’s 24.4% membership interest in TGH pursuant to the Settlement Agreement and (iii) issue Mr. Pullar a fully vested warrant, to purchase 400,000 shares of Common Stock at an exercise price of $1.00 per share which expires five years from the date of issuance. The Pullar Agreement also provides for a mutual release between the Company and Mr. Pullar.

6. Goodwill

6. Goodwill	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	NOTE 6 – GOODWILL The Company recorded goodwill in conjunction with the initial acquisition of Impact on March 7, 2019. The goodwill balance as of September 30, 2020 and December 31, 2019 was $902,067. Goodwill is not amortized. There is no goodwill for income tax purposes. The Company did not record any impairment charges related to goodwill for the periods ended September 30, 2020 and 2019.

7. Accrued Expenses

7. Accrued Expenses	9 Months Ended
	Sep. 30, 2020
Payables and Accruals [Abstract]
Accrued Expenses	NOTE 7 – ACCRUED EXPENSES Accrued expenses are summarized as follows: September 30, December 31, 2020 2019 Accrued operating expenses $ 798,752 $ 854,056 Accrued wages and related expenses 402,710 487,327 Accrued interest expense 44,635 – Accrued sales tax payable 616,999 345,458 $ 1,863,096 $ 1,686,841 Accrued sales tax payable is comprised of amounts due to various states and Canadian provinces for 2015 through 2020.

8. Notes Payable

8. Notes Payable	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Notes Payable	NOTE 8 – NOTES PAYABLE The following is a summary of notes payable excluding related party notes payable: September 30, December 31, 2020 2019 Unsecured, interest only, note payable with Chris Parkes originally due December 31, 2018. Initial interest payments due monthly at an annual rate of 20.4%. Note payable revised in December 2018 extending the maturity date to March 31, 2019. During August 2019, the maturity date was extended to March 31, 2020 and the interest rate was decreased to an annual rate of 9%. In consideration for extending the due date of the note and reducing the interest rate, the Company issued the holder 3,000 shares of Common Stock. Beginning in April 2020, the Company is making monthly principal payments in the amount of $10,000. $ 20,000 $ 80,000 Unsecured, interest only, note payable with David Parkes originally due December 31, 2018. Initial interest payments due monthly at an annual rate of 18.0%. Note payable revised in December 2018 extending the maturity date to March 31, 2019. During August 2019, the maturity date was extended to March 31, 2020 and the interest rate was decreased to an annual rate of 9%. In consideration for extending the due date of the note and reducing the interest rate, the Company issued the holder 3,000 shares of Common Stock. Beginning in April 2020, the Company is making monthly principal payments in the amount of $10,000. 40,000 100,000 Note payable with Hydrofarm Holdings Group, Inc. (“Hydrofarm”), secured by all currently existing and future assets. Interest accrues at 8.0% per year and is paid quarterly. The note matures on the earlier of: (a) 90 days’ notice from Hydrofarm; (b) acceleration of the note payable due to the Company being in default; or (c) December 2023. The note was repaid in full on February 27, 2020. – 2,000,000 Secured agreement to sell future receivables to GCF Resources, LLC, net of $30,000 in closing fees. The agreement requires 32 weekly payments of $42,190 totaling $1,350,000. The agreement matured on May 7, 2020 but is repayable prior to maturity for less than the $1,350,000 in total payments. The note was repaid in full on February 27, 2020. – 632,709 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. Interest rate of 1.0% per annum. Payments of principal and interest are deferred until August 1, 2021 (the “Deferral Period”). The PPP loan may be forgiven in part or fully depending on the Company meeting certain PPP loan forgiveness guidelines. The Company has not yet determined if any of the PPP loan is subject to forgiveness and has therefore continued to present the entire PPP loan as an obligation on its financial statements. Any unforgiven portion of the PPP loan is payable over a two-year term, with payments deferred during the Deferral Period. The Company may prepay the unforgiven loan balance at any time without payment of any premium. 1,020,600 – Total 1,080,600 2,812,709 Less current maturities (60,00 ) (2,812,709 ) Long Term $ 1,020,600 $ –

9. Debt

9. Debt	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Debt	NOTE 9 – DEBT The Company's borrowings as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, December 31, 2020 2019 Revolving Facility $ 3,276,493 $ – Term Loan, net of $315,402 unamortized debt issuance costs 1,684,598 – Total 4,961,091 – Less current debt due within one year (2,196,280 ) – Total long-term debt $ 2,764,811 $ – On February 21, 2020, we entered into a letter agreement (the “Credit Agreement”) by and among the Company, as borrower, urban-gro Canada Technologies Inc. and Impact., as guarantors, the lenders party thereto (the “Lenders”), and Bridging Finance Inc., as administrative agent for the Lenders (the “Agent”). The Credit Agreement, which is denominated in Canadian dollars (C$), is comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$2.7 million ($2.0 million), which was funded in its entirety on the closing date (the “Term Loan”); and (ii) a 12-month demand revolving credit facility of up to C$5.4 million ($4.0 million), which may be drawn from time to time, subject to the terms and conditions set forth in the Credit Agreement and described further below (the “Revolving Facility,” and together with the Term Loan, the “Facilities”). The Credit Agreement is personally guaranteed by the Company’s CEO and Chairman, Brad Nattrass, and was to be in place for the original term of the Credit Agreement (1 year) plus a 1-year extension period at the discretion of the Lender as provided in the Credit Agreement. The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the “Initial Maturity Date”). The Facilities bore interest at the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 11% per annum. Accrued interest on the outstanding principal amount of the Facilities is due and payable monthly in arrears, on the last business day of each month, and on the Initial Maturity Date. The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90% of insured accounts receivable, (ii) 85% of investment grade receivables, (iii) 75% of other accounts receivable, (iv) 50% of eligible inventory, and (v) the lesser of C$4.05 million ($3.0 million) and (A) 75% of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85% of uncollected amounts on eligible signed professional services order forms for design contracts. The Revolving Facility may be prepaid in part or in full without a penalty at any time during the term of the Facilities, and the Term Loan may be prepaid in full or in part without penalty subject to 60 days prior notice in each case subject to certain customary conditions. On September 4, 2020, the Company executed an amendment to the Credit Agreement (the “First Amendment”) whereas the Facilities described above are now due on December 31, 2021 (the “Revised Maturity Date”). The First Amendment also increased the rate at which the Facilities will bear interest to the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 12% per annum (14.5% as of September 30, 2020). As a result of the First Amendment, the Company is required to prepay, on or before January 31, 2021, $1,000,000 of the balance of the Term Loan and begin making monthly payments of $100,000 on the balance on the Term Loan starting on March 1, 2021. Additionally, the Company is required to make monthly payments of $50,000 on the balance under the Revolving Facility beginning October 1, 2020 and can make no more draws under the Revolving Facility. The Company incurred $1,314,868 of debt issuance costs in connection with these Facilities, of which $676,822 was non-cash in the form of Common Stock and warrant issuances. The Company estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option pricing based on the market value of the underlying Common Stock at the valuation measurement date of $1.00, the remaining contractual terms of the warrants of 5 years, risk free interest rate of 1.14% an expected volatility of the price of the underlying Common Stock of 100%. The Company recorded the debt issuance costs as either a deferred financing asset or a direct reduction of the loan obligation based on the pro-rata value of the Revolving Facility and Term Loan, respectively, on the closing date. The debt issuance costs are amortized as interest expense over the life of the Facilities, until the Revised Maturity Date. As of September 30, 2020, there were $630,805 and $315,402 of unamortized debt issuance costs remaining related to the Revolving Facility and Term Loan, respectively. The Company recorded interest expense of $1,057,501 in the nine months ended September 30, 2020, of which $368,661 related to the amortization of debt issuance costs on the Credit Agreement. Excluding interest expense related to the amortization of convertible debentures of $796,233, the Company recorded interest expense of $374,850 in the nine months ended September 30, 2019. The Company recorded interest expense of $393,158 in the three months ended September 30, 2020, of which $164,941 related to the amortization of debt issuance costs on the Credit Agreement. Excluding interest expense related to the amortization of convertible debentures of $796,233, the Company recorded interest expense of $125,733 in the three months ended September 30, 2019.

10. Unit Offering

10. Unit Offering	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Unit Offering	NOTE 10 – UNIT OFFERING Effective January 9, 2019, the Company executed a letter agreement with an exclusive placement agent in connection with a private placement offering. Beginning in March 2019, the placement agent initiated an offering (the “Offering”) of up to $6,000,000 from the sale of Units, with each Unit consisting of a $1,000 Convertible Debenture (the “Debentures” or a “Debenture”) and Common Stock Purchase Warrants (the “Warrants”) exercisable to purchase 207.46 shares of Common Stock at $3.00 per share for a period of two years from the purchase date. The Debentures were due May 31, 2021 and bore interest at 8%, compounded annually, with interest due at maturity. The Debentures, plus any accrued but unpaid interest, were to automatically convert for no additional consideration into Common Shares at a conversion price of $2.41 per share upon the occurrence of a liquidity event. A liquidity event was defined as: (a) the date on which the Company’s Common Stock is listed for trading on a recognized stock exchange in either Canada or the United States; and (b) securities issued pursuant to the Offering, including the Common Stock underlying both the conversion right included in the Debentures and underlying the Warrants, have been duly qualified by a registration statement in the United States, allowing the securities to be freely tradeable pursuant to the U.S. securities laws, or a prospectus in Canada. The Company filed a registration statement with the SEC on September 17, 2019, to register the securities in connection with the Offering. That registration statement was declared effective October 16, 2019, triggering the liquidity event indicated above and the $2,565,000 in Debentures plus $92,037 in accrued interest were converted into 1,102,513 Common Shares at $2.41 per share. The Warrants contain a mandatory exercise provision if the weighted average share price of the Company’s Common Stock exceeds $5.00 per share for a period of five consecutive days. As of September 30, 2020, no Warrants had been exercised.

11. Risks and Uncertainties

11. Risks and Uncertainties	9 Months Ended
	Sep. 30, 2020
Risks and Uncertainties [Abstract]
Risks and Uncertainties	NOTE 11 – RISKS AND UNCERTAINTIES Concentration Risk During the nine months ended September 30, 2020 and 2019, one client represented 26% and 15% of total revenue, respectively. During the three months ended September 30, 2020 and 2019, one client represented 51% and 17% of total revenue, respectively. At September 30, 2020 one client represented 26% of total outstanding receivables. At December 31, 2019, one client represented 15% and another represented 11% of total outstanding accounts receivables. During the nine months ended September 30, 2020, 27% of the Company’s total purchases were from one vendor. During the nine months ended September 30, 2019, 15% of the Company’s total purchases were from one vendor. During the three months ended September 30, 2020, 48% of the Company’s total purchases were from one vendor. During the three months ended September 30, 2019, 20% of the Company’s total purchases were from one vendor. Coronavirus Pandemic The outbreak of COVID-19, a novel strain of coronavirus first identified in China, which has spread across the globe including the U.S., has had an adverse impact on our operations and financial condition. The response to this coronavirus by federal, state and local governments in the U.S. has resulted in significant market and business disruptions across many industries and affecting businesses of all sizes. This pandemic has also caused significant stock market volatility and further tightened capital access for most businesses. Given that the COVID-19 pandemic and its disruptions are of an unknown duration, they could have an adverse effect on our liquidity and profitability. As a result of these events, we assessed our near-term operations, working capital, finances and capital formation opportunities, and implemented, in late March 2020, a downsizing of our operations and workforce to preserve cash resources and focus our operations on client-centric sales and project management activities. The duration and likelihood of success of this workforce reduction are uncertain; however, we have since rehired several employees who were impacted by the downsizing effort. If this downsizing effort does not meet our expectations, or additional capital is not available, we may not be able to continue our operations. The pandemic and its effects resulted in temporary delays in our projects, however, work on all such projects has resumed. Other factors that will affect our ability to continue operations include the market demand for our products and services, our ability to service the needs of our clients and prospects with a reduced workforce, potential contract cancellations, project scope reductions and project delays, our ability to fulfill our current backlog, management of our working capital, the availability of cash to fund our operations, and the continuation of normal payment terms and conditions for purchase of our products. In light of these extenuating circumstances, there is no assurance that we will be successful in growing and maintaining our business with our clients. If our clients or prospects are unable to obtain project financing and we are unable to increase revenues, or otherwise generate cash flows from operations, we will not be able to successfully execute on the various strategies and initiatives we have set forth in this Report to grow our business. The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues, its effect on the demand for our products and our supply chain, the effect of governmental regulations imposed in response to the pandemic, as well as uncertainty regarding all of the foregoing. We cannot at this time predict the full impact of the COVID-19 pandemic, but it could have a larger material adverse effect on our business, financial condition, results of operations and cash flows beyond what is discussed within this Report.

12. Stock-Based Compensation

12. Stock-Based Compensation	9 Months Ended
	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	NOTE 12 – STOCK-BASED COMPENSATION Stock-based compensation expense for the nine months ended September 30, 2020 and 2019 was $1,391,807 and $1,606,355, respectively, based on the vesting schedule of the stock grants and options. Stock based compensation expense for the three months ended September 30, 2020 and 2019 was $399,258 and $509,219, respectively, based on the vesting schedule of the stock grants and options. No cash flow effects are anticipated for stock grants. In January 2017, the Company began granting Common Stock to attract, retain, and reward employees. In January 2018, the Company implemented an equity incentive plan to reward and attract employees and directors and compensate vendors for services when applicable. In May 2019, the Company adopted a new equity incentive plan, authorizing an aggregate of 3,500,000 shares of Common Stock for issuance thereunder. This equity incentive plan was approved by the Company’s shareholders on May 23, 2019. Stock grants under the equity incentive plans are valued at the price of the stock on the date of grant. The fair value of stock options granted under the equity incentive plans is calculated using the Black-Scholes pricing model based on the estimated market value of the underlying stock at the valuation measurement date, the remaining contractual term of the stock options, risk-free interest rate, and expected volatility of the underlying Common Stock. There is a moderate degree of subjectivity involved when estimating the value of stock options with the Black-Scholes option pricing model as the assumptions used are moderately judgmental. Stock grants and stock options are sometimes offered as part of an employment offer package, to ensure continuity of service or as a reward for performance. Stock grants and stock options typically require a 1 to 3 year period of continued employment or service performance before the stock grant or stock option vests. Stock Grants: The following table shows stock grant activity for the nine months ended September 30, 2020: Grants outstanding as of December 31, 2019 412,501 Grants awarded 794,166 Forfeiture/Cancelled (200,000 ) Grants vested (253,333 ) Grants outstanding as of September 30, 2020 753,334 As of September 30, 2020, the Company has $393,215 in unrecognized share-based compensation expense related to these stock grants. Stock Options: The following table shows stock option activity for the nine months ended September 30, 2020: Number of Weighted Weighted Stock options outstanding as of December 31, 2019 1,702,167 9.21 $ 1.21 Issued 2,425,000 9.49 $ 1.00 Exercised – – – Expired (297,501 ) 9.19 $ 1.21 Stock options outstanding at September 30, 2020 3,829,666 9.35 $ 1.05 Stock options exercisable at September 30, 2020 1,437,578 8.88 $ 1.12 As of September 30, 2020, the Company has $1,919,523 in unrecognized share-based compensation expense related to these stock options.

13. Shareholder's Equity

13. Shareholder's Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Shareholder's Equity	NOTE 13 – SHAREHOLDERS’ EQUITY In March 2020, an executive left the Company and returned 100,000 common shares as part of the related separation agreement. The Company retired the shares and reduced its issued and outstanding stock by 100,000 shares. In September 2020, a former executive who had the right to receive 1,000,000 shares of Common Stock per the terms of his separation agreement that was reached in September 2019, entered into an agreement with the Company to exchange the right to receive those 1,000,000 shares of Common Stock for the Company’s ownership interest in TGH (see Note 5 – Investments) and a warrant to purchase 400,000 shares of the Company’s Common Stock at $1.00 per share. The Company retired the shares and reduced its issued and outstanding stock by 1,000,000 shares.

14. Warrants

14. Warrants	9 Months Ended
	Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrants	NOTE 14 – WARRANTS Warrants are immediately exercisable upon issuance. The following table shows warrant activity for the nine months ended September 30, 2020. Number of shares Weighted Warrants outstanding as of December 31, 2019 692,034 $ 2.88 Issued in conjunction with debt 124,481 $ 2.41 Issued in conjunction with agreement with former executive (see Note 13 – Shareholders’ Equity) 400,000 $ 1.00 Warrants outstanding as of September 30, 2020 1,216,515 $ 2.21 Warrants exercisable as of September 30, 2020 1,216,515 $ 2.21 The weighted-average life of the warrants is 2.5 years. The aggregate intrinsic value of the warrants outstanding and exercisable at September 30, 2020 is $0.

15. Subsequent Events

15. Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 15 – SUBSEQUENT EVENTS Management has assessed and determined that no significant subsequent events are to be disclosed according to ASC 855.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Unaudited Condensed Consolidated Financial Statements	Unaudited Condensed Consolidated Financial Statements The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for condensed financial reporting. The condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of shareholders’ deficit and condensed consolidated statements of cash flows for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Significant Accounting Policies	Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s 2019 Form 10-K. During the nine months ended September 30, 2020, there were no material changes made to the Company’s significant accounting policies.
Use of Estimates	Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt.
Reclassification	Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption.

1. Organization and Acquisiti_2

1. Organization and Acquisitions, Business Plan, and Liquidity (Tables)	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Acquisition of Impact Engineering	The Company has accounted for the initial acquisition of Impact as follows: Purchase Price $ 1,000,000 Allocation of Purchase Price: Cash $ 49,742 Accounts receivable, net $ 93,811 Goodwill $ 902,067 Accrued expenses $ 45,620

4. Prepayments and Other Asse_2

4. Prepayments and Other Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaid balances	The prepaid balances are summarized as follows: September 30, December 31, 2020 2019 Vendor prepayments $ 1,828,531 $ 1,070,788 Prepaid services and fees 268,655 187,912 Deferred financing asset (See Note 9 - Debt) 630,805 – Other assets 6,391 20,028 Prepayments and other assets $ 2,734,382 $ 1,278,728

5. Investments (Tables)

5. Investments (Tables)	9 Months Ended
	Sep. 30, 2020
Investments, Debt and Equity Securities [Abstract]
Cost Method Investments	The components of investments are summarized as follows: September 30, 2020 December 31, Investment in Edyza $ 1,710,358 $ 1,710,358 Investment in TGH – 310,000 $ 1,710,358 $ 2,020,358

7. Accrued Expenses (Tables)

7. Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2020
Payables and Accruals [Abstract]
Schedule of accrued expenses	Accrued expenses are summarized as follows: September 30, December 31, 2020 2019 Accrued operating expenses $ 798,752 $ 854,056 Accrued wages and related expenses 402,710 487,327 Accrued interest expense 44,635 – Accrued sales tax payable 616,999 345,458 $ 1,863,096 $ 1,686,841

8. Notes Payable (Tables)

8. Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Schedule of notes payable	September 30, December 31, 2020 2019 Unsecured, interest only, note payable with Chris Parkes originally due December 31, 2018. Initial interest payments due monthly at an annual rate of 20.4%. Note payable revised in December 2018 extending the maturity date to March 31, 2019. During August 2019, the maturity date was extended to March 31, 2020 and the interest rate was decreased to an annual rate of 9%. In consideration for extending the due date of the note and reducing the interest rate, the Company issued the holder 3,000 shares of Common Stock. Beginning in April 2020, the Company is making monthly principal payments in the amount of $10,000. $ 20,000 $ 80,000 Unsecured, interest only, note payable with David Parkes originally due December 31, 2018. Initial interest payments due monthly at an annual rate of 18.0%. Note payable revised in December 2018 extending the maturity date to March 31, 2019. During August 2019, the maturity date was extended to March 31, 2020 and the interest rate was decreased to an annual rate of 9%. In consideration for extending the due date of the note and reducing the interest rate, the Company issued the holder 3,000 shares of Common Stock. Beginning in April 2020, the Company is making monthly principal payments in the amount of $10,000. 40,000 100,000 Note payable with Hydrofarm Holdings Group, Inc. (“Hydrofarm”), secured by all currently existing and future assets. Interest accrues at 8.0% per year and is paid quarterly. The note matures on the earlier of: (a) 90 days’ notice from Hydrofarm; (b) acceleration of the note payable due to the Company being in default; or (c) December 2023. The note was repaid in full on February 27, 2020. – 2,000,000 Secured agreement to sell future receivables to GCF Resources, LLC, net of $30,000 in closing fees. The agreement requires 32 weekly payments of $42,190 totaling $1,350,000. The agreement matured on May 7, 2020 but is repayable prior to maturity for less than the $1,350,000 in total payments. The note was repaid in full on February 27, 2020. – 632,709 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. Interest rate of 1.0% per annum. Payments of principal and interest are deferred until August 1, 2021 (the “Deferral Period”). The PPP loan may be forgiven in part or fully depending on the Company meeting certain PPP loan forgiveness guidelines. The Company has not yet determined if any of the PPP loan is subject to forgiveness and has therefore continued to present the entire PPP loan as an obligation on its financial statements. Any unforgiven portion of the PPP loan is payable over a two-year term, with payments deferred during the Deferral Period. The Company may prepay the unforgiven loan balance at any time without payment of any premium. 1,020,600 – Total 1,080,600 2,812,709 Less current maturities (60,00 ) (2,812,709 ) Long Term $ 1,020,600 $ –

9. Debt (Tables)

9. Debt (Tables)	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Schedule of debt	The Company's borrowings as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, December 31, 2020 2019 Revolving Facility $ 3,276,493 $ – Term Loan, net of $315,402 unamortized debt issuance costs 1,684,598 – Total 4,961,091 – Less current debt due within one year (2,196,280 ) – Total long-term debt $ 2,764,811 $ –

12. Stock-Based Compensation (T

12. Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
Schedule of stock grant activity	The following table shows stock grant activity for the nine months ended September 30, 2020: Grants outstanding as of December 31, 2019 412,501 Grants awarded 794,166 Forfeiture/Cancelled (200,000 ) Grants vested (253,333 ) Grants outstanding as of September 30, 2020 753,334
Schedule of stock option activity	The following table shows stock option activity for the nine months ended September 30, 2020: Number of Weighted Weighted Stock options outstanding as of December 31, 2019 1,702,167 9.21 $ 1.21 Issued 2,425,000 9.49 $ 1.00 Exercised – – – Expired (297,501 ) 9.19 $ 1.21 Stock options outstanding at September 30, 2020 3,829,666 9.35 $ 1.05 Stock options exercisable at September 30, 2020 1,437,578 8.88 $ 1.12

14. Warrants (Tables)

14. Warrants (Tables)	9 Months Ended
	Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of warrant activity	Warrants are immediately exercisable upon issuance. The following table shows warrant activity for the nine months ended September 30, 2020. Number of shares Weighted Warrants outstanding as of December 31, 2019 692,034 $ 2.88 Issued in conjunction with debt 124,481 $ 2.41 Issued in conjunction with agreement with former executive (see Note 13 – Shareholders’ Equity) 400,000 $ 1.00 Warrants outstanding as of September 30, 2020 1,216,515 $ 2.21 Warrants exercisable as of September 30, 2020 1,216,515 $ 2.21

1. Organization and Acquisiti_3

1. Organization and Acquisitions, Business Plan, and Liquidity (Details) - USD ($)	2 Months Ended
	Mar. 07, 2019	Sep. 30, 2020	Dec. 31, 2019
Allocation of Purchase Price
Goodwill		$ 902,067	$ 902,067
Impact Engineering [Member]
Purchase price	$ 1,000,000
Allocation of Purchase Price
Cash	49,742
Accounts receivable, net	93,811
Goodwill	902,067
Accrued expenses	$ 45,620

1. Organization and Acquisiti_4

1. Organization and Acquisitions, Business Plan, and Liquidity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018
Accumulated deficit	$ (20,850,508)		$ (16,890,626)
Working capital	(4,833,132)
Stockholders' Equity	(6,703,947)	$ (6,604,564)	$ (5,008,334)	$ (5,265,472)	$ (2,985,163)	$ (3,826,551)
Provision Agreement
Common stock additional shares	$ 250,000
Common stock per share	$ 0.62

3. Related Party Transactions (

3. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Related party receivables	$ 9,772		$ 9,772		$ 49,658
Related party payables	0		0		24,972
Bravo and Enviro-Glo [Member]
Related party purchases	0	$ 7,442	0	$ 43,912
Related party receivables	0		0		0
Related party payables	0		0		8,570
Cloud 9 [Member]
Related party receivables	9,772		9,772		49,659
Related party payables	0		0		$ 16,402
Related party cost of services	0	24,368	0	75,617
Related party sales	$ 112,405	$ 103,088	$ 359,562	$ 229,688
James Lowe [Member]
Proceeds from related party						$ 1,000,000
Debt maturity date					Dec. 31, 2019
Debt stated interest					9.00%
Options granted						30,000
Stock Options Issued for loan term revisions, shares					100,000

4. Prepayments And Other Asse_3

4. Prepayments And Other Assets (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Prepayments And Other Assets	$ 2,734,382	$ 1,278,728
Vendor Prepayments [Member]
Prepayments And Other Assets	1,828,531	1,070,788
Prepaid Services and Fees [Member]
Prepayments And Other Assets	268,655	187,912
Deferred Financing Asset [Member]
Prepayments And Other Assets	630,805	0
Other Assets [Member]
Prepayments And Other Assets	$ 6,391	$ 20,028

5. Investments (Details)

5. Investments (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Investments	$ 1,710,358	$ 2,020,358
Edyza [Member]
Investments	1,710,358	1,710,358
Total Grow [Member]
Investments	$ 0	$ 310,000

5. Investments (Details Narrati

5. Investments (Details Narrative) - USD ($)	1 Months Ended
	Sep. 24, 2020	Jan. 24, 2020
Mr Pullar [Member]
Number of shares issued	1,000,000
Stock issued per share	$ 0.001
Fully vested warrant	$ 400,000
Exercise price	$ 1
TGH [Member]
Total consideration		$ 370,000
Attorney's fees		$ 25,000

6. Goodwill (Details Narrative)

6. Goodwill (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Mar. 07, 2019
Goodwill	$ 902,067		$ 902,067
Impact Engineering [Member]
Goodwill				$ 902,067
Goodwill impairment	$ 0	$ 0

7. Accrued Expenses (Details)

7. Accrued Expenses (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Accrued expenses	$ 1,863,096	$ 1,686,841
Accrued Operating Expenses [Member]
Accrued expenses	798,752	854,056
Accrued Wages and Related Expenses [Member]
Accrued expenses	402,710	487,327
Accrued Interest [Member]
Accrued expenses	44,635	0
Accrued Sales Tax Payable [Member]
Accrued expenses	$ 616,999	$ 345,458

8. Notes Payable (Details)

8. Notes Payable (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Notes payable	$ 1,080,600	$ 2,812,709
Notes payable, current maturities	(60,000)	(2,812,709)
Notes payable, long term	1,020,600	0
Note Payable 1 [Member]
Notes payable	20,000	80,000
Note Payable 2 [Member]
Notes payable	40,000	100,000
Note Payable 3 [Member]
Notes payable	0	2,000,000
Note Payable 4 [Member]
Notes payable	0	632,709
Note Payable 5 [Member]
Notes payable	$ 1,020,600	$ 0

8. Notes Payable (Details Narra

8. Notes Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Repayment of note payable	$ 2,743,428	$ 227,749
Note Payable 1 [Member]
Debt interest rate	9.00%
Debt maturity date	Mar. 31, 2020
Stock issued in consideration for extending due date of note, shares	3,000
Periodic payment frequency	monthly
Periodic payments	$ 10,000
Note Payable 2 [Member]
Debt interest rate	9.00%
Debt maturity date	Mar. 31, 2020
Stock issued in consideration for extending due date of note, shares	3,000
Periodic payment frequency	monthly
Periodic payments	$ 10,000
Note Payable 3 [Member]
Debt interest rate	8.00%
Repayment of note payable	$ 2,000,000
Note Payable 4 [Member]
Repayment of note payable	$ 632,709
Note Payable 5 [Member]
Debt interest rate	1.00%

9. Debt (Details)

9. Debt (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Total debt	$ 4,961,091	$ 0
Less: current debt due within one yar	(2,196,280)	0
Total long-term debt	2,764,811	0
Revolving Facility [Member]
Total debt	3,276,493	0
Term Loan [Member]
Total debt	$ 1,684,598	$ 0

9. Debt (Details Narrative)

9. Debt (Details Narrative)	Sep. 04, 2020	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)	Feb. 21, 2020USD ($)	Feb. 21, 2020CAD ($)
Interest expense		$ 0	$ 796,233	$ 0	$ 796,233
Revolving Facility [Member]
Credit line maximum amount						$ 2,000,000
Unamortized debt issuance costs		630,805		630,805
Revolving Facility [Member] | Canada, Dollars
Credit line maximum amount							$ 2,700,000
Term Loan [Member]
Credit line maximum amount						4,000,000
Unamortized debt issuance costs		315,402		$ 315,402
Term Loan [Member] | Canada, Dollars
Credit line maximum amount							$ 5,400,000
Credit Agreement [Member]
Credit line interest rate				Bank of Nova Scotia as the prime rate, plus 11% per annum
Debt issuance costs						1,314,868
Interest expense		393,158	125,733	$ 1,057,501	374,850
Maturity Date	Dec. 31, 2021
Credit Agreement [Member] | Amortization of Debt Issuance Costs [Member]
Interest expense		$ 164,941		$ 368,661
Credit Agreement [Member] | Amortization Of Convertible Debentures [Member]
Interest expense			$ 796,233		$ 796,233
Credit Agreement [Member] | Common Stock and Warrant Issuances [Member]
Debt issuance costs						$ 676,822

10. Unit Offering (Details Narr

10. Unit Offering (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Proceeds from convertible debt	$ 0	$ 2,565,000
Unit Offering [Member]
Debt converted, amount converted			$ 2,565,000
Debt converted, interest converted			$ 92,037
Debt converted, shares issued			1,102,513
Proceeds from convertible debt			$ 2,565,000
Warrants exercised	0

11. Risks and Uncertainties (De

11. Risks and Uncertainties (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Product Concentration Risk [Member] | One Vendor [Member]
Concentration risk percentage	48.00%	20.00%	27.00%	15.00%
One Client [Member] | Sales Revenue Net [Member]
Concentration risk percentage	51.00%	17.00%	26.00%	15.00%
One Client [Member] | Accounts Receivable [Member]
Concentration risk percentage			26.00%		15.00%
Another Client [Member] | Accounts Receivable [Member]
Concentration risk percentage					11.00%

12. Stock Compensation (Details

12. Stock Compensation (Details - Grant activity) - Common Stock Grants [Member]	9 Months Ended
	Sep. 30, 2020shares
Common stock grants, beginning balance	412,501
Common stock grants, awards	794,166
Common stock grants, forfeiture/cancelled	(200,000)
Common stock grants, vested	(253,333)
Common stock grants, ending balance	753,334

12. Stock Compensation (Detai_2

12. Stock Compensation (Details - Option activity) - Options [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Stock options outstanding, beginning balance	1,702,167
Stock options issued	2,425,000
Stock options exercised	0
Stock options expired	(297,501)
Stock options outstanding, ending balance	3,829,666	1,702,167
Stock options exercisable	1,437,578
Weighted average remaining life, outstanding	9 years 4 months 24 days	9 years 2 months 16 days
Weighted average remaining life, issued	9 years 5 months 27 days
Weighted average remaining life, expired	9 years 2 months 8 days
Weighted average remaining life, outstanding	9 years 4 months 6 days
Weighted average remaining life, exercisable	8 years 10 months 17 days
Weighted average exercise price, outstanding	$ 1.21
Weighted average exercise price, issued	1
Weighted average exercise price, expired	1.21
Weighted average exercise price, outstanding	1.05	$ 1.21
Weighted average exercise price, exercisable	$ 1.12

12. Stock Compensation (Detai_3

12. Stock Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock based compensation expense	$ 399,258	$ 509,219	$ 1,391,807	$ 1,606,355
Stock Options
Unrecognized stock compensation expense	1,919,523		1,919,523
Common Stock Grants [Member]
Unrecognized stock compensation expense	$ 393,215		$ 393,215
New Equity Incentive Plan [Member]
Stock authorized for issuance	3,500,000		3,500,000

13. Shareholder's Equity (Detai

13. Shareholder's Equity (Details Narrative) - Executive [Member] - Separation Agreement	9 Months Ended
	Sep. 30, 2020$ / sharesshares
Stock returned and retired	100,000
Number of shares issued	1,000,000
Issued in conjunction with agreement with former executive	400,000
Stock issued per share | $ / shares	$ 1

14. Warrants (Details)

14. Warrants (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2020$ / sharesshares
Warrants outstanding, beginning balance | shares	692,034
Warrants issued | shares	124,481
Issued in conjunction with agreement with former executive | shares	400,000
Warrants outstanding, ending balance | shares	1,216,515
Warrants exercisable, end of period | shares	1,216,515
Weighted average exercise price, beginning | $ / shares	$ 2.88
Weighted average exercise price, issued | $ / shares	2.41
Weighted average exercise price, Issued in conjunction with agreement with former executive | $ / shares	1
Weighted average exercise price, ending | $ / shares	2.21
Weighted average exercise price, exercisable | $ / shares	$ 2.21

14. Warrants (Details Narrative

14. Warrants (Details Narrative) - Warrants [Member]	9 Months Ended
	Sep. 30, 2020USD ($)
Aggregate intrinsic value of warrants outstanding	$ 0
Aggregate intrinsic value of warrants exercisable	$ 0
Weighted average life of warrants	2 years 6 months