0001683168-22-002216 | 10-K | XBRL Viewer | Medicine MAN Technologies INC

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Classification Table

	Balance Sheet Line	December 31, 2021
Asset
Operating lease right of use assets	Noncurrent assets	$	8,511,780
Liabilities
Lease liabilities	Noncurrent liabilities	$	8,715,480

Maturities of Lease Liabilities

Maturities of Lease Liabilities
2021 fiscal year	$	25,603,348
Less: Interest		440,864
Present value of lease liabilities	$	25,162,484

Future minimum lease obligations

Future minimum lease obligations
2022 fiscal year	$	2,136,040
2023 fiscal year		9,156,402
2024 fiscal year		1,385,619
2025 fiscal year		1,258,029
2026 fiscal year		5,414,724
Total	$	19,350,814

Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2021

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), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss) for the period	$ 14,519,130	$ (19,416,761)
Adjustments to reconcile net income to cash used in operating activities
Depreciation and amortization	8,576,865	476,592
Deferred taxes	0	268,423
(Gain) loss on change in derivative liabilities	33,875,532	(2,725,901)
(Gain) loss on investment, net	(216,771)	129,992
(Gain) loss on sale of assets	(242,494)	0
Stock based compensation	5,037,879	8,230,513
Changes in operating assets and liabilities (net of acquired amounts):
Accounts receivable	244,929	874,616
Inventory	(4,703,186)	781,512
Prepaid expenses and other current assets	(1,909,014)	(84,784)
Other assets	(457,083)	(51,879)
Operating leases right of use assets and liabilities	137,139	59,701
Accounts payable and other liabilities	493,719	1,610,226
Deferred revenue	(50,000)	50,000
Income taxes payable	2,027,741	(1,940)
Net cash provided by (used in) operating activities	57,334,386	(9,799,690)
Cash flows from investing activities:
Collection of notes receivable	181,911	827,495
Cash consideration for acquisition of business	(75,678,000)	(33,278,462)
Purchase of fixed assets	(5,638,085)	(768,173)
Purchase of intangible assets	(29,580)	0
Net cash used in investing activities	(81,163,754)	(33,219,140)
Cash flows from financing activities:
Proceeds from issuance of debt	83,580,709	13,901,759
Repayment of notes payable	(4,865,502)	5,000,000
Proceeds from issuance of common stock, net of issuance costs	50,283,142	12,625,312
Proceeds from exercise of common stock purchase warrants, net of issuance		374,810
Net cash provided by financing activities	128,998,349	31,901,881
Net increase (decrease) in cash and cash equivalents	105,168,981	(11,116,948)
Cash and cash equivalents at beginning of period	1,231,235	12,348,183
Cash and cash equivalents at end of period	106,400,216	1,231,235
Supplemental disclosure of cash flow information:
Cash paid for interest	5,759,220	41,565
Cash paid for income tax	2,100,000	0
Supplemental disclosure of non-cash investing and financing activities:
Return of common stock	184,536	332,500
Issuance of stock as payment for acquisitions	22,744,003	13,437,640
Issuance of preferred stock in connection with private offerings	49,688,553	12,839,080
Conversion of preferred stock to common stock	$ 272,000	$ 0

Accounting Policies and Estimates (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

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 net earnings and financial position.

Accounting for Business Combinations and Acquisitions

Accounting for Business Combinations and Acquisitions

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.

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 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 December 31, 2021 and December 31, 2020, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Schedule of fair value measurement
	December 31,		December 31,
		2021		2020
Level 1 - Marketable Securities Available-for-Sale – Recurring	$	493,553	$	276,782

Marketable Securities at Fair Value on a Recurring Basis

Marketable Securities at Fair Value on a Recurring Basis

Certain assets are measured at fair value on a recurring basis. The Level 1 position consists of an investment in equity securities of 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.

Derivative Liabilities

Derivative Liabilities

The Company uses the fair-value method of accounting for derivative liabilities and such liabilities are remeasured at each reporting date with changes in fair value recorded in the period incurred. The fair value is estimated using a Monte Carlo simulation model.

Accounts Receivable

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business. These accounts receivable relates to the Company’s wholesale and other revenue segments. Accounts receivable are recorded when a milestone is reached at a point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days after invoice is sent. Consulting revenues are generally collected from 30 to 60 days after the invoice is sent.

The following table depicts the composition of our accounts receivable as of December 31, 2021, and December 31, 2020:

Schedule of Accounts Receivable
	December 31,			December 31,
	2021			2020

Accounts receivable - trade	$	4,001,874		$	1,315,188
Accounts receivable - related party		–			80,494
Accounts receivable - litigation, non-current		303,086			3,063,968
Allowance for doubtful accounts		(135,046	)		(44,808	)
Total accounts receivable	$	4,169,914		$	4,414,842

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Notes Receivable

Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company. The terms of sale included a zero interest note receivable, payable $11,944 on the first of each month for 24 months. As of December 31, 2021, the outstanding balance, including penalties for late payments, on the notes receivable with Colorado Cannabis Company totaled $143,333.

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 December 31, 2021 and December 31, 2020 were $3,038,176 and $666,079, respectively. As of December 31, 2021, this balance included $2,523,215 in prepaid expenses and $514,962 in security deposits. As of December 31, 2020, other assets included $345,777 in prepaid expenses, $268,423 in tax receivable, and $51,879 in security deposits. Prepaid expenses were primarily comprised of insurance premiums, membership dues, conferences and seminars, and other general and administrative costs.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 3 to 15 years.

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests.

The Company performed its annual fair value assessment as of December 31, 2021, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists.

Long-Lived Assets

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value.

The Company evaluated the recoverability of its long-lived assets on December 31, 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 December 31, 2021 and December 31, 2020 were $2,585,705 and $3,557,460, respectively, and were comprised of trade payables for various purchases and services rendered during the ordinary course of business.

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of December 31, 2021 and December 31, 2020 were $5,592,222 and $2,705,445, respectively. As of December 31, 2021, this was comprised of accrued payroll of $301,312 and operating expenses of $5,290,910. As of December 31, 2020, accrued expenses and other liabilities was comprised of customer deposits of $26,826, accrued payroll of $1,154,887, and operating expenses of $1,523,732.

Revenue Recognition and Related Allowances

Revenue Recognition and Related Allowances

The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Revenue contracts are identified when accepted from customers and represent a single performance obligation to sell the Company’s products to a customer.

The Company has three main revenue streams: retail; wholesale; and other.

Retail and wholesale sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, the Company considers several indicators, including significant risks and rewards of products, its right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers.

Other revenue consists of other income and expenses, including related to, licensing and consulting services, facility design services, facility management services, the Company’s Three A Light™ publication, and corporate operations. Revenue is recognized when the obligations to the client are fulfilled which is determined when milestones in the contract are achieved and target harvest yields are exceeded or earned upon the completion of the seminar. The Company also recognizes expense reimbursement from clients as revenue for expenses incurred during certain jobs.

Costs of Goods and Services Sold

Costs of Goods and Services Sold

Costs of goods and services sold are comprised of related expenses incurred while supporting the implementation and sales of the Company’s products and services.

General and Administrative Expenses

General and Administrative Expenses

General and administrative expense are comprised of all expenses not linked to the production or advertising of the Company’s services.

Advertising and Marketing Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $971,419 and $1,040,671 as of December 31, 2021 and December 31, 2020, respectively.

Stock Based Compensation

Stock Based Compensation

The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model.

Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and 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, 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 $5,037,879 and $8,230,513 in expense for stock-based compensation from common stock options and common stock issued to employees, officers, and directors during December 31, 2021 and December 31, 2020, respectively.

Income Taxes

Income Taxes

ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies.

The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business, and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined.

As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

Right of Use Assets and Lease Liabilities

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

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.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	For The Twelve Months Ended												For The Twelve Months Ended
	31-December-2021												31-December-2020
	Retail			Wholesale			Other			Total			Retail			Wholesale			Other			Total
Revenues	$	73,723,654		$	34,471,447		$	225,138		$	108,420,239		$	3,858,613		$	18,647,780		$	1,494,459		$	24,000,852
Cost of goods and services		(34,969,178	)		(23,817,145	)		(280,222	)		(59,066,545	)		(2,595,837	)		(13,763,174	)		(867,475	)		(17,226,486	)
Gross profit		38,754,476			10,654,302			(55,084	)		49,353,694			1,262,776			4,884,606			626,983			6,774,365
Intangible assets amortization		6,876,325			575,384			585			7,452,294			–			180,106			538			180,644
Depreciation		163,217			323,862			637,492			1,124,571			740			75,571			219,636			295,947
Net income (loss)		22,568,259			8,906,535			(16,955,664	)		14,519,130			156,180			3,045,577			(22,618,518	)		(19,416,761	)
Segment assets		129,715,949			48,218,292			107,096,552			285,030,793			43,577,869			18,113,712			8,991,020			70,682,601

Commitments and Contingencies (Details Narrative) - USD ($)			2 Months Ended	12 Months Ended
	Nov. 15, 2021	Aug. 20, 2021	Feb. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Cash				$ 75,678,000	$ 33,278,462
MCG LLC [Member]
Restructuring Cost and Reserve [Line Items]
Consideration transferred	$ 29,000,000
Cash	$ 16,008,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	6,547,239
Business Combination, Consideration Transferred, Other	$ 2,320,000
Reynold Greenleaf And Associates L L C [Member]
Restructuring Cost and Reserve [Line Items]
Cash			$ 27,700,000
Unsecured promissory note			$ 17,000,000.0
Brow 2 LLC [Member]
Restructuring Cost and Reserve [Line Items]
Consideration transferred		$ 6,700,000
Cash		$ 6,200,000

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

Liquidity and Capital Resources

12 Months Ended

Dec. 31, 2021

Liquidity And Capital Resources

Liquidity and Capital Resources

1.	Liquidity and Capital Resources

During the fiscal year ended December 31, 2021 and 2020, the Company primarily used revenues from its operations supplemented by cash from capital raises and debt to fund its operations.

Cash and cash equivalents are carried at cost or amortized 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 $106,400,216 and $1,231,235 classified as cash and cash equivalents as of December 31, 2021, and December 31, 2020, respectively.

The Company maintains its cash balances with high-credit-quality 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. Management believes that the Company has resources to fund its operations for at least twelve months past the date of this Report.

Derivative Liability (Details) - USD ($)	12 Months Ended
Derivative Liability (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, beginning	$ 0
Fair value of derivative liabilities on issuance date	48,936,674
Gain on derivative liability	(14,013,661)	$ 0
Derivative liability, ending	$ 34,923,013	$ 0

Tax Provision (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Components of income tax expense

Components of income tax expense
	December 31, 2021		December 31, 2020
Current:
Federal	$	4,284,163	$	–
State		112,001		–
Total current tax expense (benefit)	$	4,396,164	$	–

	December 31, 2021		December 31, 2020
Deferred:
Federal	$	–	$	(796,353	)
State		–		(102,756	)
Total deferred tax expense (benefit)	$	–	$	(899,109	)

Schedule of Effective Income Tax Rate Reconciliation


	December 31, 2021		December 31, 2020
Federal taxes at U.S. statutory rate		21.0%		21.0%
State income taxes		5.5%		2.3%
Expenses disallowed under IRC Section 280E		104.7%		-1.4%
Stock-based compensation		10.8%		-1.2%
Other permanent differences		0.5%		-0.8%
Change in valuation allowance		-96.5%		-14.0%
Change in state rate		-3.4%		-1.7%
Return to provision		7.8%		-2.7%
Deferred tax true-up		31.6%		2.9%
Effective tax rate		82.0%		4.4%

Schedule of Deferred Tax Assets and Liabilities


	December 31, 2021			December 31, 2020
Deferred tax assets:
Bad debt allowance	$	94,620		$	69,132
Accrued expenses		9,099			197,958
Share based compensation accruals		2,518,158			3,505,290
Net operating loss carryforwards		64,858			4,357,600
Capitalized transaction costs		662,861			222,360
Unrealized losses		–			248,354
Other carryforwards		84,325			13,357
Operating leases		861,683			240,278
Loyalty points		363,171			–
Gross deferred tax assets		4,658,775			8,854,329

Valuation allowance		(2,062,697	)		(7,233,123	)

Net deferred tax assets		2,596,078			1,621,206

Deferred tax liabilities:
Fixed assets		63,301			269,443
Goodwill and intangible assets		1,568,542			1,116,546
Operating leases		850,793			232,725
Unrealized gains		55,576			2,492
Cash-to-accrual		57,866			–
Net deferred tax liabilities		2,596,078			1,621,206


Total net deferred tax assets	$	–		$	–

Intangible Asset (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 105,235,080	$ 3,282,500
Less: accumulated amortization	(7,652,750)	(200,456)
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	94,230,280	1,667,000
Less: accumulated amortization	(5,496,902)	(37,765)
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	4,560,000	350,000
Less: accumulated amortization	(845,667)	(15,644)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,150,000	1,055,000
Less: accumulated amortization	(933,690)	(107,175)
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,205,000	120,000
Less: accumulated amortization	(343,056)	(17,067)
Product License and Registration [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	57,300	57,300
Less: accumulated amortization	(17,963)	(14,367)
Trade Secrets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	32,500	32,500
Less: accumulated amortization	$ (10,472)	$ (8,438)

Business Combination (Details) - Star Buds [Member] - USD ($)	2 Months Ended	12 Months Ended
	Mar. 02, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Cash		$ 44,250,000
Seller notes		44,250,000
Preferred Stock		29,500,000
Total purchase price	$ 118,000,000	$ 118,000,000

Goodwill Accounting

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Accounting

8.	Goodwill Accounting

On June 3, 2017, the Company issued an aggregate of 7,000,000 shares of its Common Stock for 100% ownership of both Success Nutrients and Pono Publications. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $6,301,080 of goodwill.

On July 21, 2017, the Company issued 2,258,065 shares of its Common Stock for 100% ownership of DCG. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $3,003,226 of goodwill.

On September 17, 2018, we closed the acquisition of The Big Tomato. The Company issued an aggregate of 1,933,329 shares of its Common Stock for 100% ownership of Big Tomato. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $3,000,000 of goodwill.

On April 20, 2020, the Company closed the acquisition of Mesa Organics. The aggregate purchase price after working capital adjustments was $2,609,500 of cash and 2,554,750 shares of Common Stock. The Company accounted for the transaction utilizing purchase price accounting stating that the book value approximates the fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $2,147,613 of goodwill.

From December 2020 through March 2021, the Company closed the acquisition of thirteen Star Buds dispensaries and one cultivation facility. The aggregate purchase price was $118,000,000. The Company accounted for the transaction utilizing purchase price accounting stating that the book value approximates the fair market value of the assets acquired. The purchase price accounting resulted in the Company valuing the investment as $27,054,025 of goodwill.

On July 21, 2021 the Company closed the acquisition of Southern Colorado Growers. The Company utilized purchase price accounting stating that net book value approximates fair market value of the assets acquired. The purchase price accounting resulted in $1,810,323 of goodwill.

As of December 31, 2021, the Company had $43,316,267 of goodwill, which consisted of $6,301,080 from Success Nutrients and Pono Publications, $3,003,226 from DCG, $3,000,000 from The Big Tomato, $2,147,613 from Mesa Organics, $27,054,025 from Star Buds, $1,810,323 from Southern Colorado Growers.

Stockholders' Equity (Details Warrant Activity) - Warrant [Member]	12 Months Ended
	Dec. 31, 2021 shares
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	11,725,220
Warrants exercised	0
Warrants forfeited	0
Warrants issued	5,293,530
Warrants outstanding, ending balance	17,018,750

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 106,400,216	$ 1,231,235
Accounts receivable, net of allowance for doubtful accounts	3,866,828	1,270,380
Accounts receivable - related party	0	80,494
Inventory	11,121,997	2,619,145
Note receivable - current, net	0	0
Note receivable - related party	0	181,911
Prepaid expenses and other current assets	2,523,214	614,200
Total current assets	123,912,255	5,997,365
Non-current assets
Fixed assets, net accumulated depreciation of $1,988,973 and $872,579, respectively	10,253,226	2,584,798
Goodwill	43,316,267	53,046,729
Intangible assets, net accumulated amortization of $7,652,750 and $200,456, respectively	97,582,330	3,082,044
Marketable securities, net of unrealized gain (loss) of $216,771 and $(129,992), respectively	493,553	276,782
Note receivable – noncurrent, net	143,333	0
Accounts receivable – litigation	303,086	3,063,968
Other noncurrent assets	514,962	51,879
Operating lease right of use assets	8,511,780	2,579,036
Total non-current assets	161,118,537	64,685,236
Total assets	285,030,792	70,682,601
Current liabilities
Accounts payable	2,548,885	3,508,478
Accounts payable - related party	36,820	48,982
Accrued expenses	5,592,222	2,705,445
Derivative liabilities	34,923,013	1,047,481
Deferred revenue	0	50,000
Notes payable - related party	134,498	5,000,000
Income taxes payable	2,027,741	0
Total current liabilities	45,263,179	12,360,386
Long term debt	97,482,468	13,901,759
Lease liabilities	8,715,480	2,645,597
Total long-term liabilities	106,197,948	16,547,356
Total liabilities	151,461,127	28,907,742
Commitments and contingencies (Note 12)
Stockholders' equity
Common stock, $0.001 par value. 250,000,000 shares authorized; 45,455,490 shares issued and 44,717,046 shares outstanding at December 31, 2021 and 42,601,773 shares issued and 42,169,041 shares outstanding as of December 31, 2020	45,485	42,602
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 86,994 shares issued and 82,594 outstanding at December 31, 2021 and 10,000,000 shares authorized; 19,716 shares issued and outstanding at December 31, 2020	87	20
Additional paid-in capital	162,815,097	85,357,835
Accumulated deficit	(27,773,968)	(42,293,098)
Common stock held in treasury, at cost, 517,044 shares held as of December 31, 2021 and 432,732 shares held as of December 31, 2020.	(1,517,036)	(1,332,500)
Total stockholders' equity	133,569,665	41,774,859
Total liabilities and stockholders' equity	$ 285,030,792	$ 70,682,601

Earnings per share (Basic and Dilutive)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings per share (Basic and Dilutive)

16.	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 7,460,750 vested stock options, 17,018,750 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 years ended December 31, 2021 and 2020.

Basic and diluted earnings per share
	2021			2020
Numerator:
Net income (loss)	$	14,519,130		$	(19,416,761	)
Less: Accumulated preferred stock dividends for the period		(7,346,153	)		–
Net income (loss) attributable to common stockholders – Basic	$	7,172,977		$	(19,416,761	)

Denominator:
Weighted-average shares of common stock		43,339,092			41,217,026

Basic earnings per share	$	0.17		$	(0.47	)

Numerator:
Net income (loss) attributable to common stockholders – Basic	$	7,172,977		$	(19,416,761	)
Add: Investor note accrued interest at 12/31/2021		789,028			–
Add: Investor note amortized debt discount at 12/31/2021		458,885			–
Less: Gain on derivative liability related to investor note		(14,013,661	)		–
Net loss attributable to common stockholders – Dilutive	$	(5,592,771	)	$	(19,416,761	)

Denominator
Weighted-average shares of common stock		43,339,092			41,217,026
Dilutive effect of investor notes		51,748,797			–
Dilutive effect of warrants		2,581,250			–
Dilutive effect of options		3,699,819			–
Dilutive weighted-average shares of common stock		101,368,958			41,217,026

Dilutive earnings per share	$	(0.06	)	$	(0.47	)

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.

Intangible Asset (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets

Intangible assets
	December 31, 2021					December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
License agreement	$	94,230,280	$	(5,496,902	)	$	1,667,000	$	(37,765	)
Tradename		4,560,000		(845,667	)		350,000		(15,644	)
Customer relationships		5,150,000		(933,690	)		1,055,000		(107,175	)
Non-compete		1,205,000		(343,056	)		120,000		(17,067	)
Product license and registration		57,300		(17,963	)		57,300		(14,367	)
Trade secret – intellectual property		32,500		(10,472	)		32,500		(8,438	)
Total	$	105,235,080		(7,652,750	)		3,282,500		(200,456	)

Finite-Lived Intangible Assets, Future Amortization Expense


2022	$	8,555,386
2023		8,555,386
2024		8,247,331
2025		7,822,997
2026		5,955,831
Thereafter		58,445,399
Total	$	97,582,330

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 1,988,973	$ 872,579
Accumulated amortization	7,652,750	200,456
Marketable Securities, Unrealized Gain (Loss)	$ 216,771	$ (129,992)
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	45,455,490	42,601,773
Common stock, shares outstanding	44,717,046	42,169,041
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	19,716
Preferred Stock, Shares Outstanding	82,594	19,716
Treasury stock, common shares	517,044	432,732

Derivative Liabilities (Details Narrative) - USD ($)		2 Months Ended	4 Months Ended	5 Months Ended	12 Months Ended
Derivative Liabilities (Details Narrative) - USD ($)	Jan. 08, 2019	Feb. 25, 2020	Apr. 23, 2019	Jun. 11, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 07, 2021	Dec. 03, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain on forfeiture of contingent consideration					$ 0	$ 1,462,636
Fair value of derivative liabilities					0	1,047,481
Change in fair value of derivative liabilities					1,047,048	1,263,264
Face amount								$ 95,000,000
Derivative liability					48,477,789	(0)
Debt discount					458,885	$ 0
Derivative Liabilty [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability					$ 48,936,674
Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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		1,000,000
Officer And Director [Member] \| Restricted Stock [Member] \| Director Resignation [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain on forfeiture of contingent consideration		$ 1,462,636
An Officer [Member] \| Restricted Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted stock granted, shares				1,000,000

Earnings per share (Basic and Dilutive) (Details - Basic and diluted earnings per share ) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income (loss)	$ 14,519,130	$ (19,416,761)
Less: Accumulated preferred stock dividends for the period	(7,346,153)	0
Net income (loss) attributable to common stockholders – Basic	$ 7,172,977	$ (19,416,761)
Denominator:
Weighted-average shares of common stock	43,339,092	41,217,026
Basic earnings per share	$ 0.17	$ (0.47)
Net income (loss) attributable to common stockholders – Basic	$ 7,172,977	$ (19,416,761)
Add: Investor note accrued interest at 12/31/2021	789,028	0
Add: Investor note amortized debt discount at 12/31/2021	458,885	0
Less: Gain on derivative liability related to investor note	(14,013,661)	0
Net loss attributable to common stockholders – Dilutive	$ (5,592,771)	$ (19,416,761)
Dilutive effect of investor notes	51,748,797	0
Dilutive effect of warrants	2,581,250	0
Dilutive effect of options	3,699,819	0
Dilutive weighted-average shares of common stock	101,368,958	41,217,026
Dilutive earnings per share	$ (0.06)	$ (0.47)

Tax Provision (Details - Components of Income Tax) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Federal	$ 4,284,163	$ 0
State and local	112,001	0
Total current tax expense	4,396,164	0
Total deferred tax expense (benefit)	0	(899,109)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Total deferred tax expense (benefit)	0	(796,353)
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Total deferred tax expense (benefit)	$ 0	$ (102,756)

Business Combination (Details Narrative) - USD ($)	2 Months Ended	12 Months Ended
Business Combination (Details Narrative) - USD ($)	Mar. 02, 2021	Dec. 31, 2021
Star Buds [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 118,000,000	$ 118,000,000
Southern Colorado [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		$ 11,225,000

Debt (Details-1)	12 Months Ended
Debt (Details-1)	Dec. 31, 2021 USD ($)
Short-term Debt [Line Items]
Principal payment	$ 154,250,000.00
Unamortized debt issuance cost	8,289,743.00
Unamortized debt discount	48,477,789.00
Total long term debt	105,772,211.00
Debt 2022 [Member]
Short-term Debt [Line Items]
Principal payment	0
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	7,484,613
Total long term debt	(7,484,613)
Debt 2023 [Member]
Short-term Debt [Line Items]
Principal payment	2,250,000
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	8,523,493
Total long term debt	(6,273,493)
Debt 2024 [Member]
Short-term Debt [Line Items]
Principal payment	3,000,000
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	9,734,935
Total long term debt	(6,734,935)
Debt 2025 [Member]
Short-term Debt [Line Items]
Principal payment	23,651,759
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	11,057,799
Total long term debt	12,593,960
Debt 2026 [Member]
Short-term Debt [Line Items]
Principal payment	125,348,241
Unamortized debt issuance cost	1,545,551
Unamortized debt discount	11,676,949
Total long term debt	113,671,292
Debt Thereafter [Member]
Short-term Debt [Line Items]
Principal payment	0
Unamortized debt issuance cost	0
Unamortized debt discount	0
Total long term debt	$ 0

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating revenues
Total revenue	$ 108,420,239	$ 24,000,852
Cost of goods and services	59,066,545	17,226,486
Total cost of goods and services	59,066,545	17,226,486
Gross profit	49,353,694	6,774,366
Operating expenses
Selling, general and administrative expenses	16,616,306	4,523,603
Professional services	5,346,934	8,545,300
Salaries	11,943,409	8,377,889
Stock based compensation	5,037,879	8,230,513
Total operating expenses	38,944,528	29,677,305
Income (loss) from operations	10,409,166	(22,902,939)
Other income (expense)
Interest expense, net	(7,014,279)	(41,460)
Gain on forfeiture of contingent consideration	0	1,462,636
Unrealized gain on derivative liabilities	15,061,142	1,263,264
Other income	0	32,621
Gain on sale of assets	242,494	0
Unrealized gain (loss) on investments	216,771	(129,992)
Total other income (expense)	8,506,128	2,587,069
Pre-tax net income (loss)	18,915,294	(20,315,870)
Provision for income taxes (benefit)	4,396,164	(899,109)
Net income (loss)	14,519,130	(19,416,761)
Less: Accumulated preferred stock dividends for the period	(7,346,153)	0
Net income (loss) attributable to common stockholders	$ 7,172,977	$ (19,416,761)
Earnings (loss) per share attributable to common shareholders
Basic earnings (loss) per share	$ 0.17	$ (0.47)
Diluted loss per share	$ (0.06)	$ (0.47)
Weighted average number of shares outstanding - basic	43,339,092	41,217,026
Weighted average number of shares outstanding - diluted	101,368,958	41,217,026
Comprehensive income (loss)	$ 14,519,130	$ (19,416,761)
Retail [Member]
Operating revenues
Total revenue	73,761,010	3,858,613
Wholesale [Member]
Operating revenues
Total revenue	34,434,091	18,647,780
Other [Member]
Operating revenues
Total revenue	$ 225,138	$ 1,494,459

Leases (Details - Minimum lease obligation)	Dec. 31, 2021 USD ($)
Leases
2022 fiscal year	$ 2,136,040
2023 fiscal year	9,156,402
2024 fiscal year	1,385,619
2025 fiscal year	1,258,029
2026 fiscal year	5,414,724
Total	$ 19,350,814

Stockholders’ Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders’ Equity

13.	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, par value $0.001 per share. The preferred stock may be divided into such number or series as the Board may determine. The Board is authorized to determine and alter the rights, preferences, privileges and restrictions granted and imposed upon any wholly unissued series of preferred stock, and to fix the number and designation of shares of any series of preferred stock. The Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series.

The Company had 82,594 shares of Preferred Stock issued and outstanding and 4,400 in escrow as of December 31, 2021 and 18,327 shares of Preferred Stock issued and outstanding and 1,389 in escrow as of December 31, 2020. Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of Common Stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. Accumulated preferred dividends were $7,346,153 and $0 as of December 31, 2021 and December 31, 2020, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock at a par value of $0.001. The Company had 45,484,314 shares of Common Stock issued, and 44,745,870 shares of Common Stock outstanding, 517,044 of treasury stock and 221,400 of stock in escrow as of December 31, 2021, and 42,601,773 shares of Common Stock issued, and 42,169,041 shares of Common Stock outstanding and 432,732 of treasury stock as of December 31, 2020.

Common Stock Issued in Private Placements

During the year ended December 31, 2020, the Company issued 187,500 shares of Common Stock and warrants to purchase 187,500 shares of Common Stock, for gross proceeds of $375,000.

Common Stock Issued as Compensation to Employees, Officers, and Directors

On April 3, 2020, the Company cancelled 500,000 shares of Common Stock, with vesting conditions represented as derivative instruments. These shares were incorrectly issued as restricted shares instead of restricted stock units to an officer of the Company, Paul Dickman, on January 8, 2019.

For the year ended December 31, 2020, the Company issued 406,895 shares of Common Stock valued at $497,302 to employees, officers, and directors as compensation.

For the year ended December 31, 2021, the Company issued 323,530 shares of Common Stock valued at $637,233 to employees, and directors as compensation.

Common and Preferred Stock Issued as Payment for Acquisitions

On April 20, 2020, the Company issued 2,554,750 shares of Common Stock valued at $4,167,253 for the acquisition of Mesa Organics, Ltd.

On December 17, 2020, the Company issued 2,862 shares of Preferred Stock valued at $2,861,994 of which 430 shares of Preferred Stock valued at $387,000 were placed in escrow, and on December 18, 2020, the Company issued 6,404 shares of Preferred Stock valued at $6,403,987 of which 959 shares of Preferred Stock valued at $863,100 were placed in escrow, for the acquisition of Star Buds assets.

On February 3, 2021, the Company issued 2,319 shares of Preferred Stock valued at $2,318,998 of which 349 shares of Preferred Stock valued at $314,100 were placed in escrow and on March 3, 2021, the Company issued 17,921 shares of Preferred Stock valued at $17,920,982 of which 2,690 shares of Preferred Stock valued at $2,421,000 were placed in escrow for the acquisition of Star Buds assets.

On July 21, 2021, the Company issued 2,213,994 shares of Common Stock valued at $5,377,786 of which 221,400 shares valued at $537,779 were placed in escrow for the acquisition of Southern Colorado Growers.

On December 21, 2021, the Company issued 100,000 shares of Common Stock valued at $197,000 for the acquisition of Smoking Gun Apothecary.

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. The Company estimates the fair value of warrants at date of grant using the Black-Scholes option pricing model. There is a moderate degree of subjectivity involved when using option pricing models to estimate the warrants, and the assumptions used in the Black Scholes option-pricing model are moderately judgmental.

During the year ended December 31, 2020, the Company issued 187,500 Common Stock purchase warrants to an accredited investor with an exercise price of $3.50 per share with an expiration date of three years from the date of issuance. The Company also issued 1,737,719 Common Stock purchase warrants as purchase consideration for the acquisition of Star Buds assets by SBUD LLC. These warrants have an exercise price of $1.20 per share and expiration date of five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $3.50 or $1.20, respectively, (ii) the contractual term of the warrant of three or five years, respectively, (iii) a risk-free interest rate ranging between 0.21% - 0.38% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 173.07% - 187.52%

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 3,793,530 shares of Common Stock as purchase consideration for the acquisition of certain Star Buds assets. These warrants have an exercise price of $1.20 per share and expiration dates five years from the date of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to an accredited investor in connection with entering into a loan agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 and $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying common stock ranging between 157.60% - 194.56%.

The following table reflects the change in Common Stock purchase warrants for the year ended December 31, 2021:

Schedule of warrant activity
	Number of shares
Balance as of January 1, 2021		11,725,220
Warrants exercised		–
Warrants forfeited		–
Warrants issued		5,293,530
Balance as of December 31, 2021		17,018,750

Option Repricing

On December 15, 2020, the Board repriced certain outstanding stock options issued to the Company’s current employees. The repriced stock options had original exercise prices ranging from $1.52 per share to $3.83 per share. All of these stock options to current employees were repriced to have an exercise price of $1.26 per share, which was the closing price of the Common Stock on December 15, 2020. Each of the options has a new 10-year term from the repricing date.

Conversion of Preferred Stock to Common Stock

On December 20, 2021, a holder of Preferred Stock converted 272 shared of Preferred Stock into 245,017 of Common Stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 18
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Intangible Asset (Details Narrative) - USD ($)	12 Months Ended
Intangible Asset (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 7,452,294	$ 180,644

Accounting Policies and Estimates (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Notes receivable	$ 0	$ 0
Other assets	3,038,176	666,079
Accounts payable	2,585,705	3,557,460
Accrued expenses and other liabilities	5,592,222	2,705,445
Advertising and marketing expense	971,419	1,040,671
Stock based compensation expense	$ 5,037,879	8,230,513
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	$ 2,523,215	345,777
Security Deposits [Member]
Property, Plant and Equipment [Line Items]
Other assets	514,962	51,879
Tax Receivable [Member]
Property, Plant and Equipment [Line Items]
Other assets		268,423
Accrued Payroll [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	301,312	1,154,887
Operating Expenses [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	5,290,910	1,523,732
Customer Deposits [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities		$ 26,826
Colorado Cannabis [Member]
Property, Plant and Equipment [Line Items]
Notes receivable	$ 143,333

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

4.	Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following:

Property and equipment table
	December 31,			December 31,
	2021			2020
Furniture and fixtures	$	300,798		$	228,451
Leasehold improvements		853,599			90,314
Vehicles, machinery, and tools		2,152,129			1,456,752
Land		35,000			–
Software, servers and equipment		2,550,154			1,412,446
Building		2,910,976			–
Construction in process		3,439,543			269,414
Total asset cost	$	12,242,199		$	3,457,377
Less: accumulated depreciation		(1,988,973	)		(872,579	)
Total property and equipment, net of depreciation	$	10,253,226		$	2,584,798

Depreciation on equipment is recorded on a straight-line basis over the following expected useful:


Furniture and fixtures		3-5 years
Leasehold improvements		Lesser of the lease term or estimated useful life
Vehicles, machinery and tools		3-5 years
Land		Indefinite
Software, servers and equipment		3 years
Building		39 years

Depreciation expense for the years ended December 31, 2021 and 2020 was $1,124,571 and $295,947, respectively.

Business Combination (Details-1) - Star Buds [Member]	12 Months Ended
Business Combination (Details-1) - Star Buds [Member]	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Cash	$ 9,600
Inventory	4,352,419
Fixed assets	118,479
Goodwill	27,054,025
Total assets acquired	126,623,524
Total liabilities and equity assumed	8,623,524
Estimated fair value of net assets acquired	118,000,000
Accruedloyalty [Member]
Business Acquisition [Line Items]
Total liabilities and equity assumed	2,180,104
Warrant [Member]
Business Acquisition [Line Items]
Total liabilities and equity assumed	6,443,421
Dispensarylicense [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 86,094,000
Weighted average useful life	15 years
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 4,095,000
Weighted average useful life	5 years
Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 3,920,000
Weighted average useful life	5 years
Noncompete Agreements [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 980,000
Weighted average useful life	3 years
Goodwill [Member]
Business Acquisition [Line Items]
Weighted average useful life	Indefinite

Inventory (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Finished goods inventory	$ 5,573,329	$ 2,090,886
Inventory work in process	5,535,992	500,917
Raw materials inventory	$ 12,676	$ 27,342

Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

10.	Inventory

As of December 31, 2021, and December 31, 2020, respectively, the Company had $5,573,329 and $2,090,886 of finished goods inventory. As of December 31, 2021, the Company had $5,535,992 of work in process and $12,676 of raw materials. As of December 31, 2020, the Company had $500,917 of work in process and $27,342 of raw materials. The Company uses the FIFO inventory valuation method. As of December 31, 2021 and December 31, 2020, the Company did not recognize any impairment for obsolescence within its inventory.

Tax Provision (Details Narrative) - USD ($)	12 Months Ended
Tax Provision (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Change in valuation allowance		$ 5,170,426
Unrecognized tax benefits	$ 0	0
Interest expense or penalties	0	$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	1,900,000
State [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 1,900,000

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,124,571	$ 295,947

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt

Schedule of debt
	December 31,			December 31,
	2021			2020

Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023.	$	15,000,000		$	–

Seller notes dated December 17, 2020, February 3, 2021 and March 2, 2021, in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025		44,250,000			13,901,759

Convertible notes dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount.		95,000,000

Less: unamortized debt issuance costs		(8,289,743	)		–
Less: unamortized debt discount		(48,477,789	)		–

Total long term debt		97,482,468			13,901,759

Long term debt and unamortized debt issuance costs	$	97,482,468		$	13,901,759

Schedule of Maturities of Long-term Debt


	Principal Payments		Unamortized Debt Issuance Costs		Unamortized Debt Discount		Total Long Term Debt

2022	$	–	$	1,686,048	$	7,484,613	$	(7,484,613	)
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		23,651,759		1,686,048		11,057,799		12,593,960
2026		125,348,241		1,545,551		11,676,949		113,671,292
Thereafter		–		–		–		–

Total	$	154,250,000.00	$	8,289,743.00	$	48,477,789.00	$	105,772,211.00

Subsequent events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent events

17.	Subsequent events

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2021 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as follows:

On January 26, 2022, the Company acquired the assets of Drift, and Black Box Licensing, LLC pursuant to an Asset Purchase Agreement entered into on June 25, 2021 with Double BrowDrift, Black Box Licensing, LLC and Brian Searchinger, the sole equity holder of Drift and an equityholder of Black Box Licensing, LLC, as amended on October 28, 2021. The acquired assets include (i) the assets used in or related to Drift’s business of distributing, marketing and selling recreational cannabis products and (ii) the leases for two dispensary retail stores located in Boulder, Colorado. The aggregate closing consideration for the acquisition was (i) $1,915,750 in cash, and (ii) 912,666 shares of Common Stock issued to Drift. The Company may be required to issue up to 154,000 additional shares of Common Stock as consideration, which the Company is holding back as collateral for indemnification claims pursuant to the Asset Purchase Agreement. Any portion of the held-back stock consideration not used to satisfy indemnification claims will be released as follows: (i) 50% of the held-back stock consideration will be released on June 30, 2022; and (ii) 50% of the held-back stock consideration will be released on December 31, 2022.

On February 9, 2022, the Company acquired MCG pursuant to the terms of the MCG Merger Agreement. Under the agreement, Emerald Fields Merger Sub, LLC merged with and into MCG, with Emerald Fields Merger Sub, LLC continuing as the surviving entity. The aggregate closing consideration for the merger was $29 million, consisting of: (i) $16,008,000 in cash; (ii) 6,547,239 shares of the Common Stock issued to the members of MCG at a price of $1.63 per share; and (iii) an aggregate of $2,320,000 was held back as collateral for potential claims for indemnification under the MCG Merger Agreement as follows: (y) $1,392,000 in cash and (z) 569,325 shares of Common Stock. The escrowed portion of the purchase price will be released 50% on February 9, 2023 (with such amount being paid from the escrowed cash first) and 50% on August 9, 2023. MCG operates two retail marijuana dispensaries located in Manitou Springs, Colorado and Glendale, Colorado.

On February 8, 2022, the Company acquired its New Mexico business under the terms of 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 and Greenleaf. 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 may be required to make a potential “earn-out” payment of up to $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 15, 2022, Double Brow, a wholly-owned subsidiary of the Company, acquired substantially all of the operating assets of Brow 2, LLC related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) under the terms of the Brow Purchase Agreement. The acquired assets included a 37,000 square foot building, the associated lease and equipment designed for indoor cultivation. After purchase price adjustments for pre-closing inventory, the aggregate consideration was $6.7 million, of which Double Brow paid $6.2 million at closing and held back $500,000 as collateral for potential claims for indemnification under the Purchase Agreement. Any of the purchase price held back and not used to satisfy indemnification claims will be released on February 15, 2023 plus 3% simple interest.

On March 11, 2022, the Company entered into the Urban Dispensary Purchase Agreement with Double Brow, Urban Dispensary, Productive Investments, and the Urban Equityholders, pursuant to which the Purchaser will purchase (i) all of Urban Dispensary’s assets used or held for use in Urban Dispensary’s business of owning and operating a retail marijuana store and a grow facility, each located in Denver, Colorado, and (ii) all of Urban Equityholders’ personal goodwill arising from the Urban Equityholders’ independent, separate, individual and personal efforts relating to Urban Dispensary’s business on the terms and subject to the conditions set forth in the Urban Dispensary Purchase Agreement, and assume obligations under contracts acquired as part of the Urban Dispensary Purchase. The aggregate consideration for the Urban Dispensary Purchase will be up to $1,317,500 million in cash and shares of Common Stock in an amount equal to $1,900,000 divided by the price per share of the Common Stock as of market close on the first trading day immediately before the closing. The Company deposited $30,000 of the cash portion of the purchase price as an earnest money deposit with Urban Dispensary. At the closing, (i) the Company will use the cash portion of the purchase price to pay off certain indebtedness and transaction expenses of Urban Dispensary and then pay the balance to Urban Dispensary, and (ii) the Company will issue the stock portion of the purchase price directly to the Urban Equityholders. The stock consideration is subject to post-closing reduction if any of the actual marijuana product inventory, marijuana plant inventory or cash at closing is less than certain targets stated in the Purchase Agreement. The Company will hold back $288,000 of the stock consideration at closing as collateral for potential claims for indemnification from Urban Dispensary under the Urban Dispensary Purchase Agreement. Any portion of the held back cash consideration not used to satisfy indemnification claims will be released to Urban Dispensary on the 18-month anniversary of the closing date of the Urban Dispensary Purchase.

Property and Equipment (Details - Expected life)	12 Months Ended
Property and Equipment (Details - Expected life)	Dec. 31, 2021
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Lesser of the lease term or estimated useful life
Vehicles Machinery And Tools [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles Machinery And Tools [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
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

Intangible Asset (Details-1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 8,555,386
2023	8,555,386
2024	8,247,331
2025	7,822,997
2026	5,955,831
Thereafter	58,445,399
Total	$ 97,582,330	$ 3,082,044

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended		3 Months Ended	4 Months Ended	5 Months Ended	7 Months Ended	8 Months Ended	12 Months Ended						22 Months Ended	25 Months Ended
	Dec. 07, 2021	Feb. 03, 2021	Mar. 02, 2021	Feb. 26, 2021	Mar. 30, 2021	Apr. 19, 2021	Jun. 05, 2019	Jul. 31, 2020	Sep. 04, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 22, 2020	Dec. 18, 2020	Dec. 16, 2020	Dec. 31, 2019	Mar. 31, 2021	Sep. 30, 2021	Dec. 03, 2021	Aug. 01, 2020
Related Party Transaction [Line Items]
Note receivable balance										$ 181,911	$ 827,495
Principal amount																		$ 95,000,000
Cash paid at closing										75,678,000	33,278,462
Star Buds [Member]
Related Party Transaction [Line Items]
Consideration transferred			$ 118,000,000							118,000,000
Cash paid at closing			44,250,000
Deferred cash			$ 44,250,000
Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Principal amount	$ 245,000
Cash	$ 250,000
Interest rate	13.00%
Securities Purchase Agreement [Member] \| Jeff Garwood [Member]
Related Party Transaction [Line Items]
Note payable balance	$ 294,000
Securities Purchase Agreement [Member] \| Pratap Mukharji [Member]
Related Party Transaction [Line Items]
Note payable balance	196,000
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
Seller Notes [Member] \| Star Buds [Member]
Related Party Transaction [Line Items]
Note payable balance										44,250,000
Interest paid										$ 3,010,887
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			29,500
Dye Cann Ii Spa [Member]
Related Party Transaction [Line Items]
Stock issued new, shares										21,350
Proceeds from sale of equity										$ 21,350,000
Dye Cann Ii Spa [Member] \| Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued new, shares		3,100	3,800		4,000							1,300	1,450	7,700
Crw Spa [Member] \| Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Stock issued new, shares				25,350
Proceeds from sale of equity				$ 25,350,000
Marc Rubin [Member] \| Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Principal amount	98,000
Cash	$ 100,000
Interest rate	13.00%
Jeff Garwood [Member] \| Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Cash	$ 300,000
Interest rate	13.00%
Pratap Mukharji [Member] \| Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Cash	$ 200,000
Interest rate	13.00%
Med Man Denver [Member]
Related Party Transaction [Line Items]
Revenue from related parties											997,262
Accounts receivable from related parties											72,109
Med Pharm Holdings [Member]
Related Party Transaction [Line Items]
Revenue from related parties											73,557
Accounts receivable from related parties											5,885
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
Baseball 18 [Member]
Related Party Transaction [Line Items]
Revenue from related parties											14,605
Accounts payable from related party											31,250
Farm Boy [Member]
Related Party Transaction [Line Items]
Revenue from related parties											16,125
Accounts payable from related party											93,944
Emerald Fields [Member]
Related Party Transaction [Line Items]
Revenue from related parties											16,605
Los Suenos [Member]
Related Party Transaction [Line Items]
Revenue from related parties											52,244
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]
Stock issued new, shares							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										214,908	$ 66,264
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										$ 1,341,738
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

Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative liabilities

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

Accounting Policies and Estimates (Details - Level 3) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Recurring [Member] \| Marketable Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets	$ 493,553	$ 276,782

Stockholders’ Equity (Details Narrative) - USD ($)			1 Months Ended	2 Months Ended		4 Months Ended	12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jul. 21, 2021	Apr. 03, 2020	Feb. 03, 2021	Mar. 03, 2021	Mar. 02, 2021	Apr. 20, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 18, 2020	Dec. 17, 2020
Class of Stock [Line Items]
Preferred stock authorized							10,000,000	10,000,000
Preferred stock par value							$ 0.001	$ 0.001
Preferred stock outstanding							82,594	19,716
Escrow shares							4,400	1,389
Accumulated preferred dividends							$ 7,346,153	$ 0
Common stock authorized							250,000,000	250,000,000
Common stock par value							$ 0.001	$ 0.001
Treasury Stock, Common, Shares							517,044	432,732
Common stock issued							45,455,490	42,601,773
Common stock outstanding							44,717,046	42,169,041
Shares cancelled		500,000
Stock issued for compensation, value							$ 621,272	$ 497,301
Shares issued for acquisition, value							$ 22,744,003	$ 13,437,640
Conversion of preferred stock							272
Conversion of shares							245,017
Various Accredited Investor [Member] \| Warrant [Member] \| Minimum [Member]
Class of Stock [Line Items]
Stock price							$ 1.20	$ 3.50
Contractual term							3 years
Risk-free interest rate							0.21%	0.21%
Expected volatility rate							157.60%	173.07%
Various Accredited Investor [Member] \| Warrant [Member] \| Maximum [Member]
Class of Stock [Line Items]
Stock price							$ 2.50	$ 1.20
Contractual term							5 years
Risk-free interest rate							1.84%	0.38%
Expected volatility rate							194.56%	187.52%
Common Stock Purchase Warrants [Member] \| Accredited Investor [Member]
Class of Stock [Line Items]
Warrants issued, shares							187,500
Common Stock Purchase Warrants [Member] \| SBUD LLC [Member]
Class of Stock [Line Items]
Warrants issued, shares							1,500,000	1,737,719
Star Buds [Member] \| Preferred Stock [Member]
Class of Stock [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]
Class of Stock [Line Items]
Stock issued for acquisition, shares					5,531,250		3,793,530
Souther Colorado Growers [Member]
Class of Stock [Line Items]
Stock issued for acquisition, shares	2,213,994
Shares issued for acquisition, value	$ 5,377,786
Smoking Gun Apothecary [Member]
Class of Stock [Line Items]
Stock issued for acquisition, shares							100,000
Shares issued for acquisition, value							$ 197,000
Employees Officers Directors [Member]
Class of Stock [Line Items]
Stock issued for compensation, shares							323,530	406,895
Stock issued for compensation, value							$ 637,233	$ 497,302
Mesa Organics Ltd [Member]
Class of Stock [Line Items]
Stock issued for acquisition, shares						2,554,750
Shares issued for acquisition, value						$ 4,167,253
Private Placements [Member]
Class of Stock [Line Items]
Stock issued new, shares								187,500
Warrants issued								187,500
Proceeds from sale of equity								$ 375,000

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 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, 2019	$ 0	$ 39,953	$ 50,356,469	$ (22,816,477)	$ (1,000,000)	$ 26,579,945
Beginning balance, shares at Dec. 31, 2019	0	39,952,628			257,732
Net income (loss)				(19,416,761)		(19,416,761)
Issuance of stock as payment for acquisitions	$ 9	$ 2,555	13,435,085			13,437,640
Issuance of stock as payment for acquisitions, shares	9,266	2,554,750
Return of common stock as compensation to employees, officers and/or directors		$ (500)				(500)
Return of common stock as compensation to employees, officers and/or directors, shares		(500,000)
Issuance of common stock as compensation to employees, officers and/or directors		$ 407	496,895			497,301
Issuance of common stock as compensation to employees, officers, and/or directors, shares		406,895
Issuance of preferred stock in connection with sales made under private offerings	$ 10	$ 187	12,838,872			12,839,080
Issuance of stock in connection with sales made under private or public offerings, shares	10,450	187,500
Dividends declared				(59,860)		(59,860)
Return of common stock					$ (332,500)	(332,500)
Return of common stock, shares					175,000
Stock based compensation expense related to common stock options			8,230,513			8,230,513
Return of common stock					332,500	332,500
Ending balance, value at Dec. 31, 2020	$ 20	$ 42,601	85,357,835	(42,293,098)	$ (1,332,500)	41,774,859
Ending balance, shares at Dec. 31, 2020	19,716	42,601,773			432,732
Net income (loss)				14,519,130		14,519,130
Issuance of stock as payment for acquisitions	$ 20	$ 2,314	22,741,669			22,744,003
Issuance of stock as payment for acquisitions, shares	20,240	2,313,994
Return of common stock as compensation to employees, officers and/or directors
Issuance of common stock as compensation to employees, officers and/or directors		$ 324	620,948			621,272
Issuance of common stock as compensation to employees, officers, and/or directors, shares		323,530
Issuance of preferred stock in connection with sales made under private offerings	$ 47		49,688,553			49,688,600
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		$ 245	271,754			272,000
Conversion of preferred stock to common stock, shares	(272)	245,017
Return of common stock					$ 184,536	184,536
Return of common stock, shares					84,312
Stock based compensation expense related to common stock options			4,134,338			4,134,338
Return of common stock					(184,536)	(184,536)
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

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination

9.	Business Combination

As of December 31, 2021, the Company had acquired cannabis brands and other assets of Star Buds and Southern Colorado Growers.

The Star Buds transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). In consideration of the sale and transfer of the acquired assets with Star Buds, the aggregate purchase price was $118,000,000. The Company’s allocation of purchase price was calculated as follows.


Cash	$	44,250,000
Seller notes		44,250,000
Preferred Stock		29,500,000
Total purchase price	$	118,000,000


Description	Fair Value		Weighted average useful life (in years)
Assets acquired:
Cash	$	9,600
Inventory		4,352,419
Fixed assets		118,479
Intangible assets:
Dispensary license		86,094,000	15
Customer relationships		4,095,000	5
Tradename		3,920,000	5
Non-compete		980,000	3
Goodwill		27,054,025	Indefinite
Total assets acquired	$	126,623,524
Liabilities and Equity assumed:
Accrued loyalty	$	2,180,104
Warrants		6,443,421
Total liabilities and equity assumed		8,623,524
Estimated fair value of net assets acquired	$	118,000,000

The Southern Colorado Growers transaction was accounted for as a business combination in accordance with ASC 805. In consideration of the sale and transfer of the acquired assets with SCG, the aggregate purchase price was $11,225,000. The Company’s allocation of purchase price was calculated as follows.


Cash	$	5,845,000
Common stock		5,380,000
Total purchase price	$	11,225,000


Description	Fair Value		Weighted average useful life (in years)
Assets acquired:
Inventory		604,677
Fixed assets		2,990,000
Intangible assets:
Cultivation license		5,455,000	15
Customer relationships		290,000	5
Non-compete		75,000	3
Goodwill		1,810,323	Indefinite
Total assets acquired		11,224,997
Estimated fair value of net assets acquired	$	11,224,997

Accounting Policies and Estimates (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of fair value measurement

Schedule of fair value measurement
	December 31,		December 31,
		2021		2020
Level 1 - Marketable Securities Available-for-Sale – Recurring	$	493,553	$	276,782

Schedule of Accounts Receivable

Schedule of Accounts Receivable
	December 31,			December 31,
	2021			2020

Accounts receivable - trade	$	4,001,874		$	1,315,188
Accounts receivable - related party		–			80,494
Accounts receivable - litigation, non-current		303,086			3,063,968
Allowance for doubtful accounts		(135,046	)		(44,808	)
Total accounts receivable	$	4,169,914		$	4,414,842

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 12,242,199	$ 3,457,377
Less: Accumulated Depreciation	(1,988,973)	(872,579)
Property and equipment, net	10,253,226	2,584,798
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	300,798	228,451
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	853,599	90,314
Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,152,129	1,456,752
Land [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	35,000	0
Software Servers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,550,154	1,412,446
Building [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,910,976	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 3,439,543	$ 269,414

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12.	Commitments and Contingencies

Over the past three years, the Company has supported legislation in Colorado to allow licensed cannabis companies in Colorado to trade their securities, provided they are reporting companies under the Exchange Act. HB19-1090 titled, “Publicly Licensed Marijuana Companies” was signed into Colorado legislature on May 29, 2019 and went into effect on November 1, 2019. The bill repealed the provision that prohibited publicly traded corporations from holding a marijuana license in Colorado.

Definitive Agreement to Acquire the Colorado-Based MCG, LLC

On November 15, 2021, the Company entered into the MCG Merger Agreement and the Company acquired MCG on February 9, 2022. The aggregate closing consideration for the merger was $29 million, consisting of: (i) $16,008,000 in cash; (ii) 6,547,239 shares of Common Stock issued to the members of MCG at a price of $1.63 per share; and (iii) an aggregate of $2,320,000 was held back as collateral for potential claims for indemnification under the MCG Merger Agreement as follows: (y) $1,392,000 in cash and (z) 569,325 shares of Common Stock. The escrowed portion of the purchase price will be released 50% on February 9, 2023 (with such amount being paid from the escrowed cash first) and 50% on August 9, 2023. MCG operates two retail marijuana dispensaries located in Manitou Springs, Colorado and Glendale, Colorado.

Definitive Agreement to Acquire the New Mexico-Based Reynold Greenleaf & Associates, LLC

On November 29, 2021, the Company entered into the Nuevo Purchase Agreement and the company acquired the New Mexico business on February 8, 2022. 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 may be required to make a potential “earn-out” payment of up to $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.

Definitive Agreement to Acquire the Colorado-Based Brow 2, LLC

On August 20, 2021, the Company entered into the Brow Purchase Agreement and the Company acquired substantially all of the operating assets of Brow 2 LLC on February 15, 2022. The aggregate consideration was $6.7 million, of which Double Brow paid $6.2 million at closing and held back $500,000 as collateral for potential claims for indemnification under the Purchase Agreement.

Earnings per share (Basic and Dilutive) (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Basic and diluted earnings per share

Basic and diluted earnings per share
	2021			2020
Numerator:
Net income (loss)	$	14,519,130		$	(19,416,761	)
Less: Accumulated preferred stock dividends for the period		(7,346,153	)		–
Net income (loss) attributable to common stockholders – Basic	$	7,172,977		$	(19,416,761	)

Denominator:
Weighted-average shares of common stock		43,339,092			41,217,026

Basic earnings per share	$	0.17		$	(0.47	)

Numerator:
Net income (loss) attributable to common stockholders – Basic	$	7,172,977		$	(19,416,761	)
Add: Investor note accrued interest at 12/31/2021		789,028			–
Add: Investor note amortized debt discount at 12/31/2021		458,885			–
Less: Gain on derivative liability related to investor note		(14,013,661	)		–
Net loss attributable to common stockholders – Dilutive	$	(5,592,771	)	$	(19,416,761	)

Denominator
Weighted-average shares of common stock		43,339,092			41,217,026
Dilutive effect of investor notes		51,748,797			–
Dilutive effect of warrants		2,581,250			–
Dilutive effect of options		3,699,819			–
Dilutive weighted-average shares of common stock		101,368,958			41,217,026

Dilutive earnings per share	$	(0.06	)	$	(0.47	)

Segment Information (Details- Segment Information) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 108,420,239	$ 24,000,852
Cost of goods and services	(59,066,545)	(17,226,486)
Gross profit	49,353,694	6,774,365
Intangible assets amortization	7,452,294	180,644
Depreciation	1,124,571	295,947
Net income (loss)	14,519,130	(19,416,761)
Segment assets	285,030,793	70,682,601
Products [Member]
Segment Reporting Information [Line Items]
Revenues	73,723,654	3,858,613
Cost of goods and services	(34,969,178)	(2,595,837)
Gross profit	38,754,476	1,262,776
Intangible assets amortization	6,876,325
Depreciation	163,217	740
Net income (loss)	22,568,259	156,180
Segment assets	129,715,949	43,577,869
Licensing And Consulting [Member]
Segment Reporting Information [Line Items]
Revenues	34,471,447	18,647,780
Cost of goods and services	(23,817,145)	(13,763,174)
Gross profit	10,654,302	4,884,606
Intangible assets amortization	575,384	180,106
Depreciation	323,862	75,571
Net income (loss)	8,906,535	3,045,577
Segment assets	48,218,292	18,113,712
Infrastructure [Member]
Segment Reporting Information [Line Items]
Revenues	225,138	1,494,459
Cost of goods and services	(280,222)	(867,475)
Gross profit	(55,084)	626,983
Intangible assets amortization	585	538
Depreciation	637,492	219,636
Net income (loss)	(16,955,664)	(22,618,518)
Segment assets	$ 107,096,552	$ 8,991,020

Intangible Asset

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Asset

5.	Intangible Asset

Intangible assets at December 31, 2021 and 2020 were comprised of the following:

Intangible assets
	December 31, 2021					December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
License agreement	$	94,230,280	$	(5,496,902	)	$	1,667,000	$	(37,765	)
Tradename		4,560,000		(845,667	)		350,000		(15,644	)
Customer relationships		5,150,000		(933,690	)		1,055,000		(107,175	)
Non-compete		1,205,000		(343,056	)		120,000		(17,067	)
Product license and registration		57,300		(17,963	)		57,300		(14,367	)
Trade secret – intellectual property		32,500		(10,472	)		32,500		(8,438	)
Total	$	105,235,080		(7,652,750	)		3,282,500		(200,456	)

Amortization expense for years ended December 31, 2021 and 2020 was $7,452,294 and $180,644, respectively.

The following table presents the Company’s future projected annual amortization expense as of December 31, 2021:


2022	$	8,555,386
2023		8,555,386
2024		8,247,331
2025		7,822,997
2026		5,955,831
Thereafter		58,445,399
Total	$	97,582,330

Tax Provision (Details - Deferred income tax asset) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Bad debt allowance	$ 94,620	$ 69,132
Accrued expenses	9,099	197,958
Share based compensation accruals	2,518,158	3,505,290
Net operating loss carryforwards	64,858	4,357,600
Capitalized transaction costs	662,861	222,360
Unrealized losses		248,354
Other carryforwards	84,325	13,357
Operating leases	861,683	240,278
Loyalty points	363,171
Gross deferred tax assets	4,658,775	8,854,329
Valuation allowance	(2,062,697)	(7,233,123)
Net deferred tax assets	2,596,078	1,621,206
Deferred tax liabilities:
Fixed assets	63,301	269,443
Goodwill and intangible assets	1,568,542	1,116,546
Operating leases	850,793	232,725
Unrealized gains	55,576	2,492
Cash-to-accrual	57,866
Net deferred tax liabilities	2,596,078	1,621,206
Total net deferred tax assets	$ 0	$ 0

Leases (Details - Lease maturities)	Dec. 31, 2021 USD ($)
Leases
2021 fiscal year	$ 25,603,348
Less: Interest	440,864
Present value of lease liabilities	$ 25,162,484

Business Combination (Details-3) - Southern Colorado [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Cash	$ 5,845,000
Common stock	5,380,000
Total purchase price	$ 11,225,000

Liquidity and Capital Resources (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Liquidity And Capital Resources
Cash and cash equivalents	$ 106,400,216	$ 1,231,235
Cash insured	$ 250,000

Segment Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Information

15.	Segment Information

The Company has three identifiable segments as of December 31, 2021; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing, 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 periods ended December 31, 2021 and December 31, 2020:


	For The Twelve Months Ended												For The Twelve Months Ended
	31-December-2021												31-December-2020
	Retail			Wholesale			Other			Total			Retail			Wholesale			Other			Total
Revenues	$	73,723,654		$	34,471,447		$	225,138		$	108,420,239		$	3,858,613		$	18,647,780		$	1,494,459		$	24,000,852
Cost of goods and services		(34,969,178	)		(23,817,145	)		(280,222	)		(59,066,545	)		(2,595,837	)		(13,763,174	)		(867,475	)		(17,226,486	)
Gross profit		38,754,476			10,654,302			(55,084	)		49,353,694			1,262,776			4,884,606			626,983			6,774,365
Intangible assets amortization		6,876,325			575,384			585			7,452,294			–			180,106			538			180,644
Depreciation		163,217			323,862			637,492			1,124,571			740			75,571			219,636			295,947
Net income (loss)		22,568,259			8,906,535			(16,955,664	)		14,519,130			156,180			3,045,577			(22,618,518	)		(19,416,761	)
Segment assets		129,715,949			48,218,292			107,096,552			285,030,793			43,577,869			18,113,712			8,991,020			70,682,601

Segment assets from Other mainly related to cash from the Investor Notes.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

11.	Leases

Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of an ROU operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The Company's leases consist of real estate leases for office, 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% and 12%.

Balance Sheet Classification of Operating Lease Assets and Liabilities

Balance Sheet Classification Table

	Balance Sheet Line	December 31, 2021
Asset
Operating lease right of use assets	Noncurrent assets	$	8,511,780
Liabilities
Lease liabilities	Noncurrent liabilities	$	8,715,480

Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2021 are as follows:

Maturities of Lease Liabilities
2021 fiscal year	$	25,603,348
Less: Interest		440,864
Present value of lease liabilities	$	25,162,484

The following table presents the Company’s future minimum lease obligation under ASC 842 as of December 31, 2021:

Future minimum lease obligations
2022 fiscal year	$	2,136,040
2023 fiscal year		9,156,402
2024 fiscal year		1,385,619
2025 fiscal year		1,258,029
2026 fiscal year		5,414,724
Total	$	19,350,814

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

7.	Related Party Transactions

Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities

During the year ended December 31, 2020, the Company recorded sales to Medicine Man Denver totaling $997,262. The Company had an accounts receivable balance with Medicine Man Denver totaling $72,109 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in Medicine Man Denver. Effective February 25, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Medicine Man Denver during the period ended December 31, 2021.

During the year ended December 31, 2020, the Company recorded sales to MedPharm Holdings LLC (“MedPharm”) totaling $73,557. The Company had a net accounts receivable balance with MedPharm totaling $5,885 as of December 31, 2020. The Company’s former Chief Executive Officer, Andy Williams, maintains an ownership interest in MedPharm. Effective February 25, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from MedPharm during the period ended December 31, 2021.

Also, during the year ended December 31, 2019, the Company made loans to MedPharm totaling $767,695 evidenced by promissory notes with original maturity dates ranging from September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. On August 1, 2020, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with MedPharm pursuant to which (i) the parties agreed that the outstanding amount owed by MedPharm to the Company was $767,695 of principal and $47,161 in accrued and unpaid interest, (ii) MedPharm paid the Company $100,000 in cash, (iii) Andrew Williams returned 175,000 shares of Common Stock to the Company, as partial repayment of the outstanding balance at a value of $1.90 per share. These shares are held in treasury. The remaining outstanding principal and interest of $181,911 due and payable by MedPharm under the Settlement Agreement was to be paid out in bi-weekly installments of product by scheduled deliveries through June 30, 2021. This amount was paid off on April 19, 2021.

During the year ended December 31, 2020, the Company recorded sales to Baseball 18, LLC (“Baseball”) totaling $14,605, to Farm Boy, LLC (“Farm Boy”) totaling $16,125, to Emerald Fields LLC (“Emerald Fields”) totaling $16,605, and to Los Sueños Farms (“Los Sueños”) totaling $52,244. As of December 31, 2020 the Company had net accounts payable balances with Baseball of $31,250, and with Farm Boy of $93,944. One of the Company’s former Chief Operating Officers and directors, Robert DeGabrielle, owns the Colorado retail marijuana cultivation licenses for Farm Boy, Baseball, Emerald Fields, and Los Sueños. Effective June 19, 2020 he was no longer an officer of the Company and therefore no longer a related party. As such, he is not included as a related party with respect to sales and accounts receivable from Baseball, Farm Boy, Emerald Fields, or Los Sueños during the period ended December 31, 2021.

Transactions with Entities Affiliated with Justin Dye

The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and Dye Cann II. Justin Dye, the Company’s Chief Executive Officer, one of 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 shares of common stock and warrants to purchase 1,500,000 shares of common stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of common stock and warrants to purchase 9,287,500 shares of common stock for aggregate gross proceeds of $18,575,000 to the Company. The terms of the Dye Cann I SPA are disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2019. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, as described in the Company’s Current Report on Form 8-K filed on July 17, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, as described in the Company’s Current Report on Form 8-K filed on May 22, 2020, and a Consent, Waiver and Amendment on December 16, 2020, as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer.

The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of common stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. The Company also granted Dye Cann I the right to designate one or more individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of 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 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, 3,800 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 shares of Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000.

The Company granted Dye Cann II certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Preferred Stock under the Dye Cann II SPA. Further, the Company granted Dye Can II the right to designate one or more individuals for election or appointment to the Board and Board observer rights.

On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000 as described in the Company’s Current Report on Form 8-K filed on December 23, 2020. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Preferred Stock to Dye Capital and also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series Preferred Stock upon conversion, as described in the Company’s Current Report on Form 8-K filed on March 4, 2021.

The Company previously reported the terms of the Preferred Stock in the Company’s Current Report on Form 8-K filed on December 23, 2020 and under Item 1 of this Report, which disclosure is incorporated herein by reference.

During the year ended December 31, 2020, the Company recorded expenses of $66,264 with Tella Digital. As of December 31, 2021 the Company recorded expenses of $214,908.26. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect part owner and serves as Chairman of Tella Digital. Nirup Krishnamurthy, the Company’s Chief Operating Officer and one of its directors, is also an indirect part owner in Tella Digital.

Transactions with CRW, Cozad Investments, L.P. and Affiliated Entities

On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which the Company issued and sold 25,350 shares of Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of Common Stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock under the CRW SPA. On the same date, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Preferred Stock beneficially held by CRW on the applicable date on an as-converted to Common Stock basis divided by the total number of shares of Common Stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for Common Stock at the time of determination). Further, under the letter agreement, the Company will pay CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $12,500. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Preferred Stock held by CRW. Mr. Cozad and his family members indirectly own membership interests in CRW. The Company previously reported the terms of the CRW SPA and the CRW letter agreement in the Company’s Current Report on Form 8-K filed March 4, 2021.

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 $245,000 to Cozad Investments, L.P. and for $250,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Cozad is a manager and majority owner of Cozad Investments, L.P. and a member of the Board.

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 $98,000 to The Rubin Revocable Trust for $100,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for the amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Rubin is a majority owner of The Rubin Revocable Trust and a beneficial owner of CRW.

Transactions with Entities Affiliated with Brian Ruden

The Company has participated in several transactions involving entities owned or affiliated with Brian Ruden, one of its directors and a beneficial owner of more than 5% of the 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 acquired the Star Buds assets. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds assets was $118,000,000, paid as follows: (i) $44,250,000 in cash at the applicable closings, (ii) $44,250,000 in deferred cash, also referred to in this report as “seller note(s),” (iii) 29,500 shares of Preferred Stock, of which 25,075 shares were issued at the applicable closings and 4,425 shares are held in held in escrow and will be released post-closing to either Star Buds or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. As of September 30, 2021, the Company owed an aggregate principal amount of $44,250,000 under the seller notes. The Company has not paid any principal and has paid an aggregate of $3,010,887 of interest on the seller notes as of September 30, 2021. Mr. Ruden’s interest in the aggregate purchase price for the Star Buds assets is as follows: (i) $13,727,490 in cash at the applicable closings, (ii) $13,727,490 in seller notes, (iii) 9,152 shares of Preferred Stock, of which 7,779 shares were issued at the applicable closings and 1,373 shares are held in held in escrow and will be released post-closing to either Mr. Ruden or the Company depending on post-closing adjustments to the purchase price. In addition, the Company issued warrants to purchase an aggregate of 1,715,936 shares of Common Stock to Mr. Ruden. The Company has paid Mr. Ruden an aggregate of $1,341,738 in interest on his seller notes as of December 31, 2021.

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 LLC, 14655 Arapahoe LLC and Montview Real Estate LLC, on substantially the same terms. Each of the leases is for an initial three-year term. The lease with 428 S. McCulloch LLC is for the Company’s Pueblo West Star Buds location and was effective on December 17, 2020. The lease with Colorado Real Estate Holdings LLC and 5844 Ventures LLC is for the Company’s Niwot and Commerce City Star Buds location, respectively, and was effective on December 18, 2020. The lease with 5238 W 44^th LLC is for the Company’s Lakeside Star Buds location and was effective on February 3, 2021. The lease with 14655 Arapahoe LLC and Montview Real Estate LLC is for the Company’s Arapahoe and Aurora locations, respectively, and was effective on March 2, 2021. The 428 S McCulloch LLC, 5844 Ventures LLC and 5238 W 44^th LLC provides for a monthly rent payment of $5,000 with an aggregate of $180,000 during the initial term of the leases. The Colorado Real Estate Holdings LLC lease provides for a monthly rent payment of $6,779 with an aggregate of $244,044 during the initial term of the lease. The 14655 Arapahoe LLC lease provides for a monthly rent payment of $12,367 with an aggregate of $445,212 during the initial term of the lease. The Montview Real Estate LLC lease provides for a monthly rent of $6,250 with an aggregate of $225,000 during the initial term of the lease. During 2020, SBUD LLC made aggregate rent payments of $10,000. Between January 1, 2021 and December 31, 2021, SBUD LLC made aggregate rent payments of $449,297. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third party.

On December 17, 2020, SBUD, LLC entered into a Trademark License Agreement with Star Brands LLC under which Star Brands LLC licenses certain trademarks to SBUD, LLC effective as of the closing of the acquisitions of all of the Star Buds assets. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC.

In connection with the Star Buds Acquisitions, the Company granted Mr. Ruden and Naser Joudeh the right designate individuals for election or appointment to the Board.

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 $294,000 to Mr. Garwood for $300,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Garwood is a member of the Board.

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 $196,000 to Mr. Mukharji for $200,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Mukharji is a member of the Board.

Derivative Liabilities

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

6.	Derivative Liabilities

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 shares of restricted Common Stock to an officer, which will vest at such time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired on January 8, 2022.

On April 23, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which will vest at such time that that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. On February 25, 2020, the officer resigned from his remaining positions with the Company and forfeited his right to the contingent consideration. As a result, the Company recorded a gain of $1,462,636 as a component of other income (expense), net on its financial statements for the fiscal year ended December 31, 2020.

On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which will vest at such time that the Company’s stock price appreciates to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired January 8, 2022.

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. The Company estimated the fair value of these derivatives at the respective balance sheet dates using the Black-Scholes option pricing model based upon the following inputs: (i) stock price on the date of grant ranging between $1.32 - $3.75, (ii) the contractual term of the derivative instrument ranging between 2.25 - 3 years, (iii) a risk-free interest rate ranging between 1.87% - 2.57% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 145% - 158%.

The fair value of these derivative liabilities is $0 and $1,047,481 as of December 31, 2021 and December 31, 2020, respectively. The change in the fair value of derivative liabilities is $1,047,048 and $1,263,264 for the year ended December 31, 2021 and December 31, 2020, respectively.

Investor Note

The Company issued Investor Notes in an aggregate principal amount of $95,000,000 on December 7, 2021. A reconciliation of the beginning and ending balances of the derivative liabilities for the periods ended December 31, 2021 were as follows:

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

The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities. In accordance with GAAP, a contract to issue a variable number of equity shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations at each period-end. The Company utilizes a Monte Carlo simulation in determining the appropriate fair value. The derivative liability will ultimately be converted into the Company’s equity when the Investor Notes are converted or will be extinguished on the repayment of the Investor Notes. The derivative liability will not result in the outlay of any additional cash by the Company. Upon initial recognition, the Company recorded a derivative liability and debt discount of $48,936,674 in relation to the derivative liability portion of the Investor Notes. The Company recorded $458,885 and $0 in amortization related to the debt discount for the year ended December 31, 2021 and 2020, respectively.

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Organization and Nature of Operations

Organization and Nature of Operations

Business Description – Business Activity

We were incorporated in Nevada on March 20, 2014. On May 1, 2014, the Company entered into an exclusive Technology License Agreement with Medicine Man Denver whereby Medicine Man Denver granted us a license to use all of their proprietary processes they have developed, implemented and practiced at their cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical marijuana and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future). The Company’s operations are organized into three different segments as follows: (i) retail, consisting of retail locations for sale of cannabis products, (ii) wholesale, consisting of manufacturing, cultivation and sale of wholesale cannabis products, nutrients for cannabis, and hydroponics and indoor gardening supplies, and (iii) other, consisting of all other income and expenses, including those related to licensing and consulting services, facility design services, facility management services, and corporate operations.

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 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 several 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, which consists of four dispensaries and one MIP, d/b/a Purplebee’s.

On April 20, 2020, the Company rebranded and conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc. Effective April 21, 2020, the Company commenced trading under the OTC ticker symbol SHWZ.

On December 17, 2020, the Company closed on the acquisition of (i) Starbuds Pueblo LLC; and (ii) Starbuds Alameda LLC. On December 18, 2020, the Company closed on the acquisition of (i) Starbuds Commerce City LLC; (ii) Lucky Ticket LLC; (iii) Starbuds Niwot LLC; and (iv) LM MJC LLC under the applicable APAs.

In addition, on December 16, 2020, the Company issued and sold a Convertible Promissory Note and Security Agreement in the original principal amount of $5,000,000 to Dye Capital & Company, LLC. On February 26, 2021, Dye Capital & Company, LLC converted all outstanding amounts under the note into 5,060 shares of Preferred Stock.

On March 2, 2021, the Company acquired the assets of (i) Starbuds Aurora LLC, (ii) SB Arapahoe LLC, (iii) Citi-Med LLC, (iv) Starbuds Louisville LLC and (v) KEW LLC under the applicable APAs.

On July 21, 2021, the Company acquired the assets of Southern Colorado Growers under the applicable APAs.

On December 3, 2021, the Company and all the Subsidiary Guarantors entered into the Note Purchase Agreement with 31 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 for an aggregate purchase price of $93,100,000 (reflecting an original issue discount of $1,900,000, or 2%) in a private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes pursuant to the Indenture entered into among the Company, Chicago Admin, LLC, as collateral agent (the “Indenture Collateral Agent”), Ankura Trust Company, LLC, as Indenture Trustee, and the Indenture. The Company received net proceeds of approximately $92 million at the closing, after deducting a commission to the placement agent and estimated offering expenses. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes. The proceeds from the Investor Notes are required to be used to fund previously identified acquisitions and other growth initiatives.

On December 21, 2021, the Company acquired the assets of Smoking Gun under the applicable APAs.

Tax Provision

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Tax Provision

14.	Tax Provision

As the Company operates in the cannabis industry, it 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. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.

The following table sets forth the components of income tax (benefit) expense for the years ended December 31, 2021 and 2020:

Components of income tax expense
	December 31, 2021		December 31, 2020
Current:
Federal	$	4,284,163	$	–
State		112,001		–
Total current tax expense (benefit)	$	4,396,164	$	–

	December 31, 2021		December 31, 2020
Deferred:
Federal	$	–	$	(796,353	)
State		–		(102,756	)
Total deferred tax expense (benefit)	$	–	$	(899,109	)

The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2021 and 2020:


	December 31, 2021		December 31, 2020
Federal taxes at U.S. statutory rate		21.0%		21.0%
State income taxes		5.5%		2.3%
Expenses disallowed under IRC Section 280E		104.7%		-1.4%
Stock-based compensation		10.8%		-1.2%
Other permanent differences		0.5%		-0.8%
Change in valuation allowance		-96.5%		-14.0%
Change in state rate		-3.4%		-1.7%
Return to provision		7.8%		-2.7%
Deferred tax true-up		31.6%		2.9%
Effective tax rate		82.0%		4.4%

The following tables set forth the components of deferred income taxes as of December 31, 2021 and 2020:


	December 31, 2021			December 31, 2020
Deferred tax assets:
Bad debt allowance	$	94,620		$	69,132
Accrued expenses		9,099			197,958
Share based compensation accruals		2,518,158			3,505,290
Net operating loss carryforwards		64,858			4,357,600
Capitalized transaction costs		662,861			222,360
Unrealized losses		–			248,354
Other carryforwards		84,325			13,357
Operating leases		861,683			240,278
Loyalty points		363,171			–
Gross deferred tax assets		4,658,775			8,854,329

Valuation allowance		(2,062,697	)		(7,233,123	)

Net deferred tax assets		2,596,078			1,621,206

Deferred tax liabilities:
Fixed assets		63,301			269,443
Goodwill and intangible assets		1,568,542			1,116,546
Operating leases		850,793			232,725
Unrealized gains		55,576			2,492
Cash-to-accrual		57,866			–
Net deferred tax liabilities		2,596,078			1,621,206


Total net deferred tax assets	$	–		$	–

As of December 31, 2021, the Company has gross Colorado net operating losses of approximately $1.9 million, which begins to expire in 2040. Federal and State tax laws impose significant restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership of the Company, as defined by IRC Section 382. The Company does not expect any Section 382 annual limitation to impact future utilization of the $1.9 million of gross state net operating losses.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than note 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. The net change in the valuation allowance from December 31, 2020 was $5,170,426.

As of December 31, 2021 and 2020, the Company had no unrecognized tax benefits. The Company does not anticipate any significant unrecognized tax benefits to arise within the next twelve months. The Company did not recognize any significant interest expense or penalties on income tax assessments during 2021 or 2020 and there was no interest or penalties related to income tax assessments accrued as of December 31, 2021 or 2020.

The Company files income tax returns in the United States and Colorado. The federal statute of limitation remains open for the 2018 tax year to present. The Colorado statute of limitation remain open through the 2018 tax year through present.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Goodwill Accounting (Details Narrative) - USD ($)	2 Months Ended	4 Months Ended	5 Months Ended	7 Months Ended	9 Months Ended	12 Months Ended
Goodwill Accounting (Details Narrative) - USD ($)	Mar. 02, 2021	Apr. 20, 2020	Jun. 03, 2017	Jul. 21, 2017	Sep. 17, 2018	Dec. 31, 2021	Dec. 31, 2020	Jul. 21, 2021
Restructuring Cost and Reserve [Line Items]
Goodwill						$ 43,316,267	$ 53,046,729
Cash paid for acquisition						75,678,000	$ 33,278,462
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
SBUD LLC [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill						$ 27,054,025

Leases (Details - Balance Sheet Classification) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating lease asset - non-current	$ 8,511,780	$ 2,579,036
Operating lease liability - non-current	$ 8,715,480	$ 2,645,597

Debt (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (8,289,743)	$ 0
Unamortized debt discount	(48,477,789)	0
Long term debt	97,482,468	13,901,759
Long term debt and unamortized debt issuance costs	97,482,468	13,901,759
Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	15,000,000	0
Seller Notes [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	44,250,000	$ 13,901,759
Convertible Debt [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ 95,000,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

11.

Debt

Term Loan — On February 26, 2021, the Company entered into a Loan Agreement with SHWZ Altmore, LLC, as lender,and GGG Partners LLC, as collateral agent. Upon execution of the Loan Agreement, the Company received $10,000,000 of loan proceeds. In connection with the Company’s acquisition of Southern Colorado Growers, the Company received an additional $5,000,000 of loan proceeds under the Loan Agreement. The term loan incurs 15% interest per annum, payable quarterly on March 1, June 1, September 1, and December 1 of each year. The Company will be required to make principal payments beginning on June 1, 2023 in the amount of $750,000, payable quarterly with the remainder of the principal due upon maturity on 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 December 31, 2021, the Company was in compliance with the requirements described above.

Seller Notes — As part of the acquisition of the Star Buds assets, the Company entered into a deferred payment arrangement with the sellers in an aggregate amount of $44,250,000. The deferred payment arrangement incurs 12% interest per annum, payable on the 1^st of every month through November 2025. Principal payments are due as follows: $13,901,759 on December 17, 2025, $3,474,519 on February 3, 2026, and $26,873,722 on March 2, 2026.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with 31 accredited investors pursuant to which the Company agreed to issue and sell to the investors 13% senior secured convertible notes due December 7, 2026 in an aggregate principal amount of $95,000,000 for an aggregate purchase price of $93,100,000 (reflecting an original issue discount of $1,900,000, or 2%) in the private placement. On December 7, 2021, the Company consummated the private placement and issued and sold the Investor Notes. The Company received net proceeds of approximately $92,000,000 at the closing, after deducting a commission to the placement agent and estimated offering expenses associated with the private placement payable by the Company.

The Investor Notes were issued pursuant to an Indenture, dated December 7, 2021, among the Company, the Subsidiary Guarantors, Ankura Trust Company, LLC as trustee and Chicago Atlantic Admin, LLC as collateral agent for the Investor Note holders. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes. The proceeds from the Investor Notes are required to be used to fund previously identified acquisitions and other growth initiatives. The principal is due December 7, 2026.

The following tables sets forth our indebtedness as of December 31, 2021 and 2020, respectively, and future obligations:

Schedule of debt
	December 31,			December 31,
	2021			2020

Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023.	$	15,000,000		$	–

Seller notes dated December 17, 2020, February 3, 2021 and March 2, 2021, in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025		44,250,000			13,901,759

Convertible notes dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount.		95,000,000

Less: unamortized debt issuance costs		(8,289,743	)		–
Less: unamortized debt discount		(48,477,789	)		–

Total long term debt		97,482,468			13,901,759

Long term debt and unamortized debt issuance costs	$	97,482,468		$	13,901,759


	Principal Payments		Unamortized Debt Issuance Costs		Unamortized Debt Discount		Total Long Term Debt

2022	$	–	$	1,686,048	$	7,484,613	$	(7,484,613	)
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		23,651,759		1,686,048		11,057,799		12,593,960
2026		125,348,241		1,545,551		11,676,949		113,671,292
Thereafter		–		–		–		–

Total	$	154,250,000.00	$	8,289,743.00	$	48,477,789.00	$	105,772,211.00

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Earnings per share (Basic and Dilutive) (Details Narrative)	12 Months Ended
	Dec. 31, 2021 shares
Options Held [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	7,460,750
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	17,018,750
Preferred Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive shares	86,994

Business Combination (Details-4) - Southern Colorado [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Inventory	$ 604,677
Fixed assets	2,990,000
Goodwill	1,810,323
Total assets acquired	11,224,997
Estimated fair value of net assets acquired	11,224,997
Cultivationlicense [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 5,455,000
Weighted average useful life	15 years
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 290,000
Weighted average useful life	5 years
Noncompete Agreements [Member]
Business Acquisition [Line Items]
Intangible assets:	$ 75,000
Weighted average useful life	3 years
Goodwill [Member]
Business Acquisition [Line Items]
Weighted average useful life	Indefinite

Debt (Details Narrative) - USD ($)			1 Months Ended	2 Months Ended
Debt (Details Narrative) - USD ($)	Dec. 07, 2021	Dec. 03, 2021	Feb. 26, 2021	Feb. 26, 2021	Dec. 31, 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		Dec. 07, 2026	Feb. 26, 2025
Principal amount		$ 95,000,000
Purchase price		93,100,000
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
Investor Notes [Member]
Short-term Debt [Line Items]
Principal amount					$ 95,000,000
Purchase price		$ 93,100,000
Proceeds from issuance of private placement	$ 92,000,000
Term Loan [Member]
Short-term Debt [Line Items]
Interest rate						15.00%	15.00%	15.00%	15.00%
Loan Agreement [Member]
Short-term Debt [Line Items]
Proceeds from loans				$ 5,000,000

Tax Provision (Details - Reconciliation of tax benefit)	12 Months Ended
Tax Provision (Details - Reconciliation of tax benefit)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal taxes at U.S. statutory rate	21.00%	21.00%
State income taxes	5.50%	2.30%
Expenses disallowed	104.70%	(1.40%)
Stock-based compensation	10.80%	(1.20%)
Other permanent differences	0.50%	(0.80%)
Change in valuation allowance	(96.50%)	(14.00%)
Change in state rate	(3.40%)	(1.70%)
Return to provision	7.80%	(2.70%)
Deferred tax true-up	31.60%	2.90%
Effective tax rate	82.00%	4.40%

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of warrant activity

Schedule of warrant activity
	Number of shares
Balance as of January 1, 2021		11,725,220
Warrants exercised		–
Warrants forfeited		–
Warrants issued		5,293,530
Balance as of December 31, 2021		17,018,750

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and equipment table

Property and equipment table
	December 31,			December 31,
	2021			2020
Furniture and fixtures	$	300,798		$	228,451
Leasehold improvements		853,599			90,314
Vehicles, machinery, and tools		2,152,129			1,456,752
Land		35,000			–
Software, servers and equipment		2,550,154			1,412,446
Building		2,910,976			–
Construction in process		3,439,543			269,414
Total asset cost	$	12,242,199		$	3,457,377
Less: accumulated depreciation		(1,988,973	)		(872,579	)
Total property and equipment, net of depreciation	$	10,253,226		$	2,584,798

Schedule of property and equipment useful lives


Furniture and fixtures		3-5 years
Leasehold improvements		Lesser of the lease term or estimated useful life
Vehicles, machinery and tools		3-5 years
Land		Indefinite
Software, servers and equipment		3 years
Building		39 years

Accounting Policies and Estimates (Details Receivables) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 4,169,914	$ 4,414,842
Allowance for doubtful accounts	(135,046)	(44,808)
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	4,001,874	1,315,188
Accounts Receivable Related Party [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	0	80,494
Accounts Receivable Litigation [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 303,086	$ 3,063,968

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Star Buds Transaction [Member]

Business Combination, Separately Recognized Transactions [Line Items]

Schedule of aggregate purchase price


Cash	$	44,250,000
Seller notes		44,250,000
Preferred Stock		29,500,000
Total purchase price	$	118,000,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Description	Fair Value		Weighted average useful life (in years)
Assets acquired:
Cash	$	9,600
Inventory		4,352,419
Fixed assets		118,479
Intangible assets:
Dispensary license		86,094,000	15
Customer relationships		4,095,000	5
Tradename		3,920,000	5
Non-compete		980,000	3
Goodwill		27,054,025	Indefinite
Total assets acquired	$	126,623,524
Liabilities and Equity assumed:
Accrued loyalty	$	2,180,104
Warrants		6,443,421
Total liabilities and equity assumed		8,623,524
Estimated fair value of net assets acquired	$	118,000,000


Cash	$	5,845,000
Common stock		5,380,000
Total purchase price	$	11,225,000

Southern Colorado [Member]

Business Combination, Separately Recognized Transactions [Line Items]

Schedule of aggregate purchase price


Cash	$	5,845,000
Common stock		5,380,000
Total purchase price	$	11,225,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Description	Fair Value		Weighted average useful life (in years)
Assets acquired:
Inventory		604,677
Fixed assets		2,990,000
Intangible assets:
Cultivation license		5,455,000	15
Customer relationships		290,000	5
Non-compete		75,000	3
Goodwill		1,810,323	Indefinite
Total assets acquired		11,224,997
Estimated fair value of net assets acquired	$	11,224,997

Organization and Nature of Operations (Details Narrative) - USD ($)		1 Months Ended		2 Months Ended
	Dec. 03, 2021	Mar. 31, 2022	Feb. 26, 2021	Feb. 26, 2021
Short-term Debt [Line Items]
Maturity date	Dec. 07, 2026		Feb. 26, 2025
Principal amount	$ 95,000,000
Purchase price	93,100,000
Original issue discount	1,900,000
Net proceeds	$ 92,000,000
Subsequent Event [Member]
Short-term Debt [Line Items]
Interest rate		13.00%
Debt Instrument, Interest Rate, Effective Percentage		9.00%
Dye Capital [Member]
Short-term Debt [Line Items]
Debt Conversion, Converted Instrument, Amount				$ 5,000,000
Debt converted, shares issued				5,060

Accounting Policies and Estimates

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Accounting Policies and Estimates

2.	Accounting Policies and Estimates

Basis of Presentation

Use of Estimates

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

Accounting for Business Combinations and Acquisitions

Fair Value Measurements

Level 1 – Quoted prices in active markets for identical 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.

Schedule of fair value measurement
	December 31,		December 31,
		2021		2020
Level 1 - Marketable Securities Available-for-Sale – Recurring	$	493,553	$	276,782

Marketable Securities at Fair Value on a Recurring Basis

Fair Value of Financial Instruments

Derivative Liabilities

Accounts Receivable

The following table depicts the composition of our accounts receivable as of December 31, 2021, and December 31, 2020:

Schedule of Accounts Receivable
	December 31,			December 31,
	2021			2020

Accounts receivable - trade	$	4,001,874		$	1,315,188
Accounts receivable - related party		–			80,494
Accounts receivable - litigation, non-current		303,086			3,063,968
Allowance for doubtful accounts		(135,046	)		(44,808	)
Total accounts receivable	$	4,169,914		$	4,414,842

Notes Receivable

Prepaid Expenses and Other Assets (Current and Non-Current)

Goodwill and Intangible Assets

Long-Lived Assets

Accounts Payable

Accrued Expenses and Other Liabilities

Revenue Recognition and Related Allowances

The Company has three main revenue streams: retail; wholesale; and other.

Costs of Goods and Services Sold

Costs of goods and services sold are comprised of related expenses incurred while supporting the implementation and sales of the Company’s products and services.

General and Administrative Expenses

General and administrative expense are comprised of all expenses not linked to the production or advertising of the Company’s services.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $971,419 and $1,040,671 as of December 31, 2021 and December 31, 2020, respectively.

Stock Based Compensation

Income Taxes

Right of Use Assets and Lease Liabilities

Operating leases are included in operating lease ROU assets and operating lease liabilities, current and non-current, on the Company's consolidated balance sheets.