0001683168-22-003684 | 10-Q | XBRL Viewer | Medicine MAN Technologies INC

Organization and Nature of Operations

Organization and Nature of Operations

Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, we entered into a non-exclusive Technology License Agreement with Futurevision, Inc., f/k/a Medicine Man Production Corp., dba Medicine Man Denver (“Medicine Man Denver”) pursuant to which Medicine Man Denver granted us a license to use all of the proprietary processes that it had developed, implemented and practiced at its cannabis facilities relating to the commercial growth, cultivation, marketing and distribution of medical and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future) for 10 years.

In 2017, the Company acquired additional cultivation intellectual property through the acquisition of Success Nutrients™ and Pono Publications, including the rights to the book titled “Three A Light” and its associated cultivation techniques, which have been part of the Company’s products and services offerings since the acquisition. The Company acquired Two J’s LLC d/b/a The Big Tomato (“The Big Tomato”) in 2018, which operates a retail location in Aurora, Colorado. It has been a leading supplier of hydroponics and indoor gardening supplies in the metro Denver area since May 2001. The Company was focused on cannabis dispensary and cultivation consulting and providing equipment and nutrients to cannabis cultivators until its first plant touching acquisition in April of 2020. In 2019, due to the changes in Colorado law permitting non-Colorado resident and publicly traded investment into “plant-touching” cannabis companies, the Company made a strategic decision to move toward direct plant-touching operations. The Company developed a plan to roll up a number of direct plant-touching dispensaries, manufacturing facilities, and cannabis cultivations with a target to be one of the largest seed to sale cannabis businesses in Colorado. In April 2020, the Company acquired its first plant-touching business, Mesa Organics Ltd. (“Mesa Organics”), which consists of four dispensaries and one manufacturing infused products facility, d/b/a Purplebee’s.

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

On December 17, 2020, the Company acquired the assets of (i) Starbuds Pueblo LLC, and (ii) Starbuds Alameda LLC under separate asset purchase agreements. On December 18, 2020, the Company acquired the assets of (i) Starbuds Commerce City LLC, (ii) Lucky Ticket LLC, (iii) Starbuds Niwot LLC, and (iv) LM MJC LLC under separate asset purchase agreements. On February 4, 2021, the Company acquired the assets of (i) Colorado Health Consultants LLC, and (ii) Mountain View 44th LLC under separate asset purchase agreements. On March 2, 2021, the Company acquired the assets of (i) Starbuds Aurora LLC, (ii) SB Arapahoe LLC, (iii) Citi-Med LLC, (iv) Starbuds Louisville LLC, and (v) KEW LLC under separate asset purchase agreements. The Company refers to the counterparties to these transactions as “Star Buds” and this series of acquisitions as the “Star Buds Acquisition.”

In addition, on December 16, 2020, the Company issued and sold a Convertible Promissory Note and Security Agreement in the original principal amount of $5,000,000 to Dye Capital & Company, LLC (“Dye Capital”). On February 26, 2021, Dye Capital converted all outstanding amounts under the note into 5,060 shares of our Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

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

On December 3, 2021, the Company and all the Subsidiary Guarantors (as defined in the Indenture (as defined below)) entered into a Securities Purchase Agreement with 31 accredited investors (the “Note Investors”), pursuant to which the Company agreed to issue and sell to the Note Investors 13% senior secured convertible notes due December 7, 2026 (the “Investor Notes”) in an aggregate principal amount of $95,000,000 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, Ankura Trust Company, LLC, as trustee, and the Subsidiary Guarantors party thereto (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 Apothecary (“Smoking Gun”) under the applicable asset purchase agreement.

On January 26, 2022, the Company acquired the assets BG3 Investments, LLC, dba Drift (“Drift”), and Black Box Licensing, LLC under the applicable asset purchase agreement.

On February 8, 2022, the Company acquired its New Mexico business under the terms of a Purchase Agreement, dated November 29, 2021, with Nuevo Holding, LLC and Nuevo Elemental Holding, LLC, both of which are indirect wholly-owned subsidiaries of the Company (collectively, the “Nuevo Purchasers”), Reynold Greenleaf & Associates, LLC (“RGA”), Elemental Kitchen and Laboratories, LLC (“Elemental”), the equity holders of RGA and Elemental, and William N. Ford, in his capacity as Representative, as amended on February 8, 2022 (the “Nuevo Purchase Agreement”). The Nuevo Purchasers acquired substantially all of the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA are held by two not-for-profit entities: Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “NFPs”). At the closing, Nuevo Holding, LLC gained control over the NFPs by becoming the sole member of each of the NFPs and replacing the directors of the two NFPs with Justin Dye, the Company’s Chief Executive Officer and one of its directors, Nancy Huber, the Company’s Chief Financial Officer, and Dan Pabon, the Company’s General Counsel, Chief Government Affairs Officer and Corporate Secretary. The business acquired from RGA consists of serving as a branding, marketing and consulting company, licensing certain intellectual property related to the business of THC-based products to Elemental and the NFPs, providing consulting services to Elemental and the NFPs, and supporting Elemental and the NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the NFPs are in the business of cultivating, processing and dispensing marijuana in New Mexico, with 10 dispensaries, four cultivation facilities (three operating and one under development) and one manufacturing facility. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. The cultivation and manufacturing facilities are located in Albuquerque, New Mexico and consists of approximately 70,000 square feet of cultivation and 6,000 square feet of manufacturing. On the same date, Nuevo Holding, LLC entered into two separate Call Option Agreements containing substantially identical terms with each of the NFPs. Each Call Option Agreement gives Nuevo Holding, LLC the right to acquire 100% of the equity or 100% of the assets of the applicable NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits a NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $27.7 million in cash, and (ii) $17.0 million in the form of an unsecured promissory note issued by Nuevo Holding, LLC to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5%. The Nuevo Purchasers 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 9, 2022, the Company acquired MCG, LLC (“MCG”) pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company, MCG, MCG’s owners, and Donald Douglas Burkhalter and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022.

On February 15, 2022, Double Brow, LLC (“Double Brow”) acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow.

On March 11, 2022, the Company entered into an Asset and Personal Goodwill Purchase Agreement (the “Urban Purchase Agreement”) with Double Brow, Urban Health & Wellness, Inc. d/b/a Urban Dispensary (“Urban Dispensary”), Productive Investments, LLC (“Productive Investments”), and Patrick Johnson (together with Productive Investments, the “Equityholders”), pursuant to which the Double Brow 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 Equityholders’ personal goodwill arising from 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 Purchase Agreement (the “Urban Asset Purchase”), and assume obligations under contracts acquired as part of the Urban Asset Purchase. The aggregate consideration for the Urban Asset 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 will deposit $30,000 of the cash portion of the purchase price as an earnest money deposit with Urban Dispensary. 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 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 Asset Purchase.

On March 17, 2022, the Company announced that its Common Stock was approved for listing on the NEWO, a tier one Canadian Stock exchange based in Toronto, Ontario. The Common Stock began trading on the NEO on March 23, 2022.

Liquidity and Capital Resources

3 Months Ended

Mar. 31, 2022

Liquidity And Capital Resources

Liquidity and Capital Resources

1.	Liquidity and Capital Resources

During the quarters ended March 31, 2022 and 2021, the Company primarily used revenues from its operations to fund its operations.

Cash and cash equivalents are carried at cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $47,688,094 and $106,400,216 classified as cash and cash equivalents as of March 31, 2022, and December 31, 2021, respectively.

The Company maintains its cash balances with financial institutions. At times, such cash may be more than the insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents.

Critical Accounting Policies and Estimates

3 Months Ended

Mar. 31, 2022

Critical Accounting Policies and Estimates

2.	Critical Accounting Policies and Estimates

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021 and 2020, as presented in the Company’s Annual Report on Form 10-K filed on March 31, 2022 with the SEC.

Basis of Presentation

These accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial statements. All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Reclassifications

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

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments include cash, accounts receivable, notes receivable, accounts payable and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt, including notes payable, approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs.

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

Schedule of fair value measurement
	March 31,		December 31,
	2022		2021
Level 1 - Marketable Securities Available-for-Sale - Recurring		485,004		493,553

Marketable Securities at Fair Value on a Recurring Basis

Certain assets are measured at fair value on a recurring basis. The Level 1 position consists of an investment in equity securities held in Canada House Wellness Group, Inc., a publicly-traded company whose securities are actively quoted on the Toronto Stock Exchange.

Fair Value of Financial Instruments

The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Available-for-sale securities are recorded at current market value as of the date of this report.

The following table depicts the composition of our accounts receivable as of March 31, 2022, and December 31, 2021:

Schedule of Accounts Receivable
	March 31,			December 31,
	2022			2021

Accounts receivable - trade	$	4,331,579		$	4,001,874
Accounts receivable - litigation, non-current		290,648			303,086
Allowance for doubtful accounts		(135,046	)		(135,046	)
Total accounts receivable	$	4,487,181		$	4,169,914

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

Notes Receivable

On March 12, 2021, the Company sold equipment to Colorado Cannabis Company LLC (“Colorado Cannabis”). Colorado Cannabis is obligated to pay $215,000, payable in equal monthly installments for 24 months commencing 30 days from the date of taking possession of the equipment pursuant to the Purchase and Sale Agreement, dated January 29, 2021. As of March 31, 2022, the outstanding balance, including penalties for late payments, on the receivable from Colorado Cannabis totaled $107,500.

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

Prepaid expenses and other assets as of March 31, 2022 and December 31, 2021 were $4,393,189 and $3,038,176, respectively. As of March 31, 2022, this balance included $3,516,659 in prepaid expenses and $876,530 in security deposits. As of December 31, 2021, other assets included $2,523,215 in prepaid expenses and $514,962 in security deposits. Prepaid expenses were primarily comprised of insurance premiums, membership dues, conferences and seminars, and other general and administrative costs.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 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. No additional factors or circumstances existed as of March 31, 2022, that would indicate impairment.

Long-Lived Assets

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

The Company evaluated the recoverability of its long-lived assets on December 31, 2021, on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists.

Accounts Payable

Accounts payable as of March 31, 2022 and December 31, 2021 were $3,106,503 and $2,585,705, respectively and were comprised of trade payables for various purchases and services rendered during the ordinary course of business.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of March 31, 2022 and December 31, 2021 were $15,308,676 and $5,592,222, respectively. As of March 31, 2022, this was comprised of accrued payroll of $1,010,690, operating expenses of $13,797,986, and escrow payable of $500,000 which bears a 3% interest related to the Brow acquisition. As of December 31, 2021, this was comprised of accrued payroll of $301,312 and operating expenses of $5,290,910.

Revenue Recognition

The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of 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.

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

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

Costs of Goods and Services Sold

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

General and Administrative Expenses

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

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $723,574 for the three months ended March 31, 2022, as compared to $11,685 for the three months ended March 31, 2021.

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, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date, which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award, which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

The Company recognized $991,083 in expense for stock-based compensation from Common Stock options and Common Stock issued to employees, officers, and directors during the three months ended March 31, 2022, and $1,483,806 in expenses for stock-based compensation from the issuance of Common Stock to employees, officers, directors and/or contractors during the three months ended March 31, 2021.

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

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU 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.

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2022

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

3.	Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on the financial statements have been excluded herein.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842),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.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Property, Plant and Equipment [Abstract]

Property and Equipment

3 Months Ended

Mar. 31, 2022

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
	March 31,			December 31,
	2022			2021
Furniture and fixtures	$	1,256,324		$	300,798
Leasehold improvements		912,724			853,599
Vehicles, machinery, and tools		2,208,794			2,152,129
Land		35,000			35,000
Servers & Office Equipment		91,373			–
Software, servers and equipment		2,320,576			2,550,154
Land Improvements		2,784,932			–
Building		2,910,976			2,910,976
PC & Peripherals		385,387			–
Construction in process		6,086,532			3,439,543
Total Asset Cost	$	18,992,618		$	12,242,199
Less: Accumulated depreciation		(2,390,922	)		(1,988,973	)
Total property and equipment, net of depreciation	$	16,601,696		$	10,253,226

Depreciation on equipment is provided on a straight-line basis over its expected useful lives at the following annual rates.


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 three months ended March 31, 2022 and 2021 was $401,949 and $194,637, respectively.

Intangible Asset

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Asset

5.	Intangible Asset

Intangible assets as of March 31, 2022 and December 31, 2021 were comprised of the following:

Schedule of intangible assets
	March 31, 2022					December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
License Agreements	$	94,230,280	$	(7,067,406	)	$	94,230,280	$	(5,496,902	)
Tradename		4,560,000		(1,073,667	)		4,560,000		(845,667	)
Customer Relationships		5,150,000		(1,176,119	)		5,150,000		(933,690	)
Non-compete		1,205,000		(444,472	)		1,205,000		(348,056	)
Product License and Registration		57,300		(18,918	)		57,300		(17,963	)
Trade Secret		32,500		(11,014	)		32,500		(10,472	)
Total	$	105,235,080	$	(9,791,597	)	$	105,235,080	$	(7,652,750	)

Amortization expense for the three months ended March 31, 2022 and 2021 was $2,138,847 and $1,595,931, respectively.

Derivative Liability

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liability

6.	Derivative Liability

Employee Common Stock

During the year ended December 31, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions represented derivative instruments.

On January 8, 2019, the Company granted the right to receive 500,000 shares of restricted Common Stock to an officer, which would have vested at such time that that the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired on January 8, 2022 and all expense had been recognized as of December 31, 2021.

On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which would have vested at such time that the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired January 8, 2022 and all expense had been recognized as of December 31, 2021.

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 as of March 31, 2022 and December 31, 2021, 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 March 31, 2022 and December 31, 2021 were as follows:

Schedule of derivative liabilities
Balance as of January 1, 2021	$	–

Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability		(14,013,661	)

Balance as of December 31, 2021	$	34,923,013

Loss on derivative liability		13,417,472

Balance as of March 31, 2021	$	48,340,485

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 $1,756,173 and $458,885 in amortization related to the debt discount for the periods ended March 31, 2022 and December 31, 2021, respectively.

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

7.	Related Party Transactions

Transactions Involving Former Directors, Executive Officers or Their Affiliated Entities

During the year ended December 31, 2019, the Company made loans to MedPharm Holdings LLC (“MedPharm”) totaling $767,695 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.

Transactions with Entities Affiliated with Justin Dye

The Company has participated in several transaction involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”) and Dye Capital Cann Holdings II, LLC (“Dye Cann II”). Justin Dye, the Company’s Chief Executive Officer, one of its directors, and the largest beneficial owner of Common Stock and Preferred Stock, controls Dye Capital and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding Common Stock. Dye Cann II is a significant holder of our Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II.

The Company entered into a Securities Purchase Agreement with Dye Cann I on June 5, 2019, (as amended, the “Dye Cann I SPA”) pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of Common Stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of Common Stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 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.

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. Tella Digital provides on-premise digital experience solutions for our retail dispensary locations. Mr. Dye is an indirect partial owner of and serves as Chairman of Tella Digital. Nirup Krishnamurthy, the Company’s Chief Operating Officer and one of its directors, is also an indirect partial owner of Tella Digital.

Transactions with Entities Affiliated with Jeffrey Cozad

On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW Cann Holdings, LLC (“CRW”) pursuant to which the Company issued and sold 25,350 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. 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, a beneficial owner of more than 5% of the Common Stock and a beneficial owner of more than 5% of the Preferred Stock.

Between December 17, 2020 and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC consummated the Star Buds Acquisition. The Company previously reported the terms of the applicable purchase agreements and related amendments in the Company’s Current Reports on Form 8-K filed June 8, 2020, September 21, 2020, December 22, 2020, and March 8, 2021.

The aggregate purchase price for the Star Buds Acquisition was $118,000,000, 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 the applicable sellers 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 March 31, 2022, 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 $5,665,887 of interest on the seller notes as of March 31, 2022. Mr. Ruden’s interest in the aggregate purchase price for the Star Buds Acquisition 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 $1,753,562 in interest on his seller notes as of March 31, 2022.

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 locations, 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. SBUD LLC made aggregate rent payments of $121,188 and $449,297 for the periods ending March 31, 2022 and December 31, 2021, respectively. 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 entire Star Buds Acquisition. SBUD LLC has no payment obligation under this agreement. Mr. Ruden is a part-owner of Star Brands LLC.

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

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.

Goodwill Accounting

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Accounting

8.	Goodwill Accounting

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

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

On July 21, 2017, the Company issued 2,258,065 shares of its Common Stock for 100% ownership of Denver Consulting Group. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $3,003,226 of goodwill.

On September 17, 2018, the Company acquired 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 to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in the Company valuing the investment as $3,000,000 of goodwill.

On April 20, 2020, the Company acquired 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 utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in the Company valuing the investment as $2,147,613 of goodwill.

From December 2020 through March 2021, the Company acquired thirteen Star Buds dispensaries and one cultivation facility. The aggregate purchase price was $118,000,000. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in the Company valuing the investment as $27,054,025 of goodwill.

On July 21, 2021, the Company acquired the assets of Southern Colorado Growers. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $1,810,323 of goodwill.

On December 21, 2021, the Company acquired the assets of Smoking Gun Apothecary. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $3,947,582 of goodwill.

On January 26, 2022, the Company acquired the assets of Drift. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $3,344,555 of goodwill and intangibles, however valuation has not been finalized.

On February 8, 2022, the Company acquired the assets of RGA and 100% of the equity of Elemental. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $34,933,869 of goodwill and intangibles, however valuation has not been finalized.

On February 9, 2022, the Company acquired MCG. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $27,422,594 of goodwill and intangibles, however valuation has not been finalized.

On February 15, 2022, the Company acquired the assets of Brow. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting resulted in $5,733,850 of goodwill and intangibles, however valuation has not been finalized.

As of March 31, 2022, the Company had $118,698,717 of goodwill, which consisted of $6,301,080 from Success Nutrients and Pono Publications, $3,003,226 from Denver Consulting Group, $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, $3,947,582 from Smoking Gun Apothecary, $3,344,555 from Drift, $34,933,869 from RGA, $27,422,594 from MCG, $5,733,850 from Brow.

Business Combination

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

9.	Business Combination

During the quarter ended March 31, 2022, the Company acquired cannabis brands and other assets of Drift, RGA, MCG and Brow and 100% of the equity of Elemental.

These transactions were 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 the Company paid as follows:

Schedule of aggregate purchase price
	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,873,166	$	8,615,750
Seller notes		17,000,000		–		–
Common stock		–		11,600,000		1,600,000
Total purchase price	$	49,202,123	$	30,473,166	$	10,215,750

As of March 31, 2022, the Company’s allocation of purchase price is as follows:

Schedule of allowance of purchase price
Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	695,095	$	1,500
Accounts receivable		–		196,879		–
Other assets		–		–		590,000
Inventory		9,632,130		1,716,900		538,371
Fixed assets		2,137,002		1,926,706		7,474
Other long-term assets		2,500		–		–
Intangible assets		34,933,869		27,422,594		9,078,405
Total assets acquired	$	49,566,207	$	31,958,174	$	10,215,750
Liabilities and equity assumed:
Accounts payable	$	295,043	$	458,622	$	–
Accrued liabilities		69,041		1,026,386		–
Total liabilities and equity assumed		364,084		1,485,008		–
Estimated fair value of net assets acquired	$	49,202,123	$	30,473,166	$	10,215,750

Inventory

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventory

10.	Inventory

As of March 31, 2022, and December 31, 2021, respectively, the Company had $5,476,905 and $5,573,329 of finished goods inventory. As of March 31, 2022, the Company had $8,227,858 of work in process and $2,676,002 of raw materials. As of December 31, 2021, the Company had $5,535,992 of work in process and $12,676 of raw materials. The Company uses the FIFO inventory valuation method. As of March 31, 2022 and December 31, 2021, the Company did not recognize any impairment for obsolescence within its inventory.

Debt

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, the Company was in compliance with the requirements described above.

Seller Notes — As part of the Star Buds Acquisition, 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.

As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers in an aggregate amount of $17,000,000. The deferred payment arrangement incurs 5% interest per year, payable on the first of each month.

As part of the Brow acquisition, the Company entered into an escrow payable with the sellers in an aggregate amount of $500,000. The escrow payable incurs 3% interest payable 12 months from acquisition.

Investor Notes – On December 3, 2021, the Company and the Subsidiary Guarantors entered into a Securities Purchase Agreement with the Note Investors pursuant to which the Company agreed to issue and sell to the Note Investors Investor Notes 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. 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 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 Indenture includes customary affirmative and negative covenants, including limitations on liens, additional indebtedness, repurchases and redemptions of any equity interest in the Company or any Subsidiary Guarantor (as defined in the Indenture), certain investments, and dividends and other restricted payments, and customary events of default. Starting on December 7, 2022, the Company must maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) of no less than 1.30 to 1.00 as of the last day of each quarter, and the Company and the Subsidiary Guarantors are required to have at least $10,00,000 in cash (in aggregate) on the last day of each quarter in deposit accounts for which the collateral agent has a perfected security interest in. The Company and the Subsidiary Guarantors are restricted from making certain payments, including but not limited to (i) payment of dividends, (ii) repurchase, redemption, retire, or otherwise acquire any equity interest, option, or warrant of the Company or any Subsidiary Guarantor, and (iii) payment to any equity holder of the Company or a Subsidiary Guarantor for services provided pursuant to management, consulting, or other service agreement (the “Restricted Payments”) but the Company may declare and pay dividends if payable solely in its own equity, or, in the case of the Subsidiary Guarantors, amounts payable to such subsidiaries with respect to its applicable equity ownership. Provided the Company is not in default under the terms of the Indenture, the Company may make Restricted Payments not otherwise permitted thereunder (a) in an amount not to exceed $500,000 until discharge of the Indenture, or (b) after December 7, 2024, so long as the Company’s Consolidated Leverage Ratio (as defined in the Indenture) is between 1.00 and 2.25 for the applicable reference period at the time of the Restricted Payment after giving pro forma effect thereto.

The Indenture contains restrictions and limitations on the Company’s ability to incur additional debt and grant liens on its assets. The Company and its Subsidiary Guarantors are not permitted to incur additional debt or issue Disqualified Equity Interests (as defined in the Indenture) unless the Company’s Consolidated Leverage Ratio is between 1.00 and 2.25 after giving pro forma effect thereto. In addition, the Company is not permitted to grant a senior lien on its assets (excluding acquisition target assets that are identified in the Indenture) to secure indebtedness unless and until (a) at least $80,000,000 of the net proceeds from the Notes (plus the proceeds of certain sale-leaseback transactions) have been used to consummate Permitted Acquisitions prior to the granting of any such lien, and (b) the Consolidated Leverage Ratio for the applicable reference period, calculated on a pro forma basis giving effect to such acquisition and all related transactions, is less than 1.40 to 1.00. The Indenture provides that the Company and its Subsidiary Guarantors may incur debt under certain circumstances, including but not limited to, (i) debt incurred related to certain acquisitions and dispositions, including capital lease obligations and sale-leaseback transactions not to exceed $5,500,000 (plus up to an additional $2,200,000 in connection with certain transactions identified prior to the Issuance Date) in the aggregate at any time, (ii) certain transactions in the ordinary course of business, and (iii) any other unsecured debt not to exceed $1,000,000 at any time.

The following tables sets forth our indebtedness as of March 31, 2022 and December 31, 2021, respectively, and future obligations:

Schedule of debt
	March 31,			December 31,
	2022			2021

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

Seller notes dated December 17, 2020 in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025		44,250,000			44,250,000

Convertible notes dated December 7, 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.		96,203,333			95,000,000

Seller note dated February 7, 2022 in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025		17,000,000			–

Less: unamortized debt issuance costs		(7,868,231	)		(8,289,743	)
Less: unamortized debt discount		(46,721,616	)		(48,477,789	)

Total long term debt		117,863,486			97,482,468
Less: current portion of long term debt		–			–


Long term debt and unamortized debt issuance costs	$	117,863,486		$	97,482,468


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

2022			$	1,264,536	$	5,728,440	$	(5,728,440	)
2023		2,250,000		1,686,048		8,523,493		(6,273,493	)
2024		3,000,000		1,686,048		9,734,935		(6,734,935	)
2025		40,651,759		1,686,048		11,057,799		29,593,960
2026		109,551,574		1,545,551		11,676,949		97,874,625

Total	$	155,453,333	$	7,868,231	$	46,721,616	$	108,731,717

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.

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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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Commitments and Contingencies Disclosure [Abstract]

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

12.	Leases

Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of 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	March 31, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	13,721,007
Liabilities
Lease liabilities	Noncurrent liabilities	$	14,082,673

Maturities of Lease Liabilities

Maturities of lease liabilities as of March 31, 2022 are as follows:

Maturities of Lease Liabilities
2021 fiscal year	$	24,706,524
Less: Interest		374,001
Present value of lease liabilities	$	24,332,523

The following table presents the Company’s future minimum lease obligation under ASC 842 as of March 31, 2022:

Future minimum lease obligations
2022 fiscal year	$	3,325,483
2023 fiscal year		3,843,353
2024 fiscal year		3,949,553
2025 fiscal year		3,989,432
2026 fiscal year		2,971,217
Total	$	18,079,038

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

13.	Commitments and Contingencies

Definitive Agreement to Acquire the Colorado-Based Urban Health & Wellness, Inc.

On March 11, 2022, the Company entered into an Asset and Personal Goodwill Purchase Agreement with Double Brow, Urban Health & Wellness, Inc. d/b/a Urban Dispensary (“Urban Dispensary”), Productive Investments, LLC (“Productive Investments”), and Patrick Johnson (together with Productive Investments, the “Equityholders”), pursuant to which Double Brow 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 the Equityholders’ personal goodwill arising from 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 purchase agreement, and assume obligations under contracts acquired as part of the asset purchase. The aggregate consideration for the asset 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 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 in March 2022. 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 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 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 asset purchase.

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders’ Equity

14.	Stockholders’ Equity

The Company is authorized to issue two classes of stock, preferred stock and Common Stock.

Preferred Stock

The number of shares of preferred stock authorized is 10,000,000, 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 March 31, 2022 and December 31, 2021. 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 $9,089,597 and $7,346,153 as of March 31, 2022 and December 31, 2021, respectively.

Common Stock

The Company is authorized to issue 250,000,000 shares of Common Stock, par value $0.001 per share. The Company had 58,684,314 shares of Common Stock issued, 57,945,870 shares of Common Stock outstanding, 517,044 shares of Common Stock in treasury, and 221,400 shares of Common Stock in escrow as of March 31, 2022, and 45,455,490 shares of Common Stock issued, 44,717,046 shares of Common Stock outstanding, 517,044 shares of Common Stock in treasury, and 221,400 shares of Common Stock in escrow as of December 31, 2021.

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

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.

For the three months ended March 31, 2022, the Company has not issued shares of Common Stock as compensation to employees and directors.

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.

The Company issued shares of Preferred Stock in connection with the Star Buds Acquisition as follows: (i) 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, (ii) 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, (iii) 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 (iv) 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.

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 the assets of Smoking Gun.

On January 26, 2022, the Company issued 1,066,666 shares of Common Stock valued at $1,600,000 for the acquisition of the assets of Drift.

On February 9, 2022, the Company issued 7,116,564 shares of Common Stock valued at $11,600,000 for the acquisition of MCG.

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.

For the year ended December 31, 2021, the Company issued warrants to purchase an aggregate of 3,793,530 shares of Common Stock as consideration for the Star Buds Acquisition. These warrants have an exercise price of $1.20 per share and expiration dates five years from the dates 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%. No warrants were issued during the period ended March 31, 2022.

The following table reflects the change in Common Stock purchase warrants for the period ended March 31, 2022:

Schedule of warrant activity
	Number of shares
Balance as of December 31, 2021		17,018,750
Warrants exercised		–
Warrants forfeited		–
Warrants issued		–
Balance as of March 31, 2022		17,018,750

Conversion of Preferred Stock to Common Stock

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

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.

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Segment Information

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Information

15.	Segment Information

The Company has three identifiable segments as of March 31, 2022; (i) retail, (ii) wholesale and (iii) and other. The retail segment represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals. The wholesale segment represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. The other segment derives its revenue from licensing and consulting agreements with cannabis related entities, in addition to fees from seminars and expense reimbursements included in other revenue on the Company’s financial statements.

The following information represents segment activity for the three months ended March 31, 2022 and March 31, 2021:


Schedule of Segment Reporting Information
	For The Three Months Ended
	March 31, 2022
	Retail			Wholesale			Other			Total
Revenues		26,525,716			5,207,388			44,450			31,777,554
Cost of goods and services		(15,905,610	)		(4,871,587	)		(62,854	)		(20,840,051	)
Gross profit		10,620,106			335,801			(18,404	)		10,937,503
Intangible assets amortization		1,939,791			198,475			581			2,138,847
Depreciation		64,617			128,098			209,234			401,949
Net income (loss)		3,761,943			(421,864	)		(30,118,781	)		(26,778,702	)
Segment assets		184,138,812			64,813,396			69,054,427			318,006,635

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

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.

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Tax Provision

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Tax Provision

16.	Tax Provision

The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2022 and March 31, 2021:

Components of income tax expense
	For the Three Months Ended March 31,
	2022			2021
Income (loss) before income taxes	$	(25,518,808	)	$	(4,106,121	)
Income tax expense		1,259,894			456,614
Effective tax rate		-4.94%			-11.12%

The Company has computed its provision for income taxes under the discrete method which treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business.

Due to its cannabis operations, the Company is subject to the limitations of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E.

The effective tax rate for the three months ended March 31, 2022 varies from the three months ended March 31, 2021 primarily due to IRC Section 280E (“280E”) due to increase of subsidiaries subject to the limitation of 280E. In April 2020, the Company acquired its first plant-touching business, Mesa Organics, subjecting the Company to 280E for the first time.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's valuation allowance represents the amount of tax benefits that are likely to not be realized. Management assesses the need for a valuation allowance each period and continues to have a full valuation allowance on its deferred tax assets as of March 31, 2022.

The Federal statute of limitation remains open for the 2017 tax year to present. The state statute of limitation remains open for the 2016 tax year to present.

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.

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Subsequent Events

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 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.

Critical Accounting Policies and Estimates (Policies)

3 Months Ended

Mar. 31, 2022

Management’s Representation of Interim Financial Statements

Management’s Representation of Interim Financial Statements

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

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

Fair Value Measurements

Fair Value Measurements

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
	March 31,		December 31,
	2022		2021
Level 1 - Marketable Securities Available-for-Sale - Recurring		485,004		493,553

Marketable Securities at Fair Value on a Recurring Basis

Marketable Securities at Fair Value on a Recurring Basis

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The following table depicts the composition of our accounts receivable as of March 31, 2022, and December 31, 2021:

Schedule of Accounts Receivable
	March 31,			December 31,
	2022			2021

Accounts receivable - trade	$	4,331,579		$	4,001,874
Accounts receivable - litigation, non-current		290,648			303,086
Allowance for doubtful accounts		(135,046	)		(135,046	)
Total accounts receivable	$	4,487,181		$	4,169,914

Notes Receivable

Notes Receivable

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

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

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Long-Lived Assets

Long-Lived Assets

Accounts Payable

Accounts Payable

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Revenue Recognition

Revenue Recognition

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

Costs of Goods and Services Sold

Costs of Goods and Services Sold

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

General and Administrative Expenses

General and Administrative Expenses

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

Advertising and Marketing Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and totaled $723,574 for the three months ended March 31, 2022, as compared to $11,685 for the three months ended March 31, 2021.

Stock Based Compensation

Stock Based Compensation

Income Taxes

Income Taxes

Right of Use Assets and Lease Liabilities

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.

Critical Accounting Policies and Estimates (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of fair value measurement

Schedule of fair value measurement
	March 31,		December 31,
	2022		2021
Level 1 - Marketable Securities Available-for-Sale - Recurring		485,004		493,553

Schedule of Accounts Receivable

Schedule of Accounts Receivable
	March 31,			December 31,
	2022			2021

Accounts receivable - trade	$	4,331,579		$	4,001,874
Accounts receivable - litigation, non-current		290,648			303,086
Allowance for doubtful accounts		(135,046	)		(135,046	)
Total accounts receivable	$	4,487,181		$	4,169,914

Property, Plant and Equipment [Abstract]

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 (Tables)

3 Months Ended

Mar. 31, 2022

Property and equipment table

Property and equipment table
	March 31,			December 31,
	2022			2021
Furniture and fixtures	$	1,256,324		$	300,798
Leasehold improvements		912,724			853,599
Vehicles, machinery, and tools		2,208,794			2,152,129
Land		35,000			35,000
Servers & Office Equipment		91,373			–
Software, servers and equipment		2,320,576			2,550,154
Land Improvements		2,784,932			–
Building		2,910,976			2,910,976
PC & Peripherals		385,387			–
Construction in process		6,086,532			3,439,543
Total Asset Cost	$	18,992,618		$	12,242,199
Less: Accumulated depreciation		(2,390,922	)		(1,988,973	)
Total property and equipment, net of depreciation	$	16,601,696		$	10,253,226

Property and Equipment (Details - Expected life)


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

Intangible Asset (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	March 31, 2022					December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
License Agreements	$	94,230,280	$	(7,067,406	)	$	94,230,280	$	(5,496,902	)
Tradename		4,560,000		(1,073,667	)		4,560,000		(845,667	)
Customer Relationships		5,150,000		(1,176,119	)		5,150,000		(933,690	)
Non-compete		1,205,000		(444,472	)		1,205,000		(348,056	)
Product License and Registration		57,300		(18,918	)		57,300		(17,963	)
Trade Secret		32,500		(11,014	)		32,500		(10,472	)
Total	$	105,235,080	$	(9,791,597	)	$	105,235,080	$	(7,652,750	)

Derivative Liability (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative liabilities

Schedule of derivative liabilities
Balance as of January 1, 2021	$	–

Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability		(14,013,661	)

Balance as of December 31, 2021	$	34,923,013

Loss on derivative liability		13,417,472

Balance as of March 31, 2021	$	48,340,485

Business Combination (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of aggregate purchase price

Schedule of aggregate purchase price
	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Cash	$	32,202,123	$	18,873,166	$	8,615,750
Seller notes		17,000,000		–		–
Common stock		–		11,600,000		1,600,000
Total purchase price	$	49,202,123	$	30,473,166	$	10,215,750

Schedule of allowance of purchase price

Schedule of allowance of purchase price
Description	Nuevo Holding LLC		Emerald Fields Merger Sub, LLC		Other Acquisitions
Assets acquired:
Cash	$	2,860,706	$	695,095	$	1,500
Accounts receivable		–		196,879		–
Other assets		–		–		590,000
Inventory		9,632,130		1,716,900		538,371
Fixed assets		2,137,002		1,926,706		7,474
Other long-term assets		2,500		–		–
Intangible assets		34,933,869		27,422,594		9,078,405
Total assets acquired	$	49,566,207	$	31,958,174	$	10,215,750
Liabilities and equity assumed:
Accounts payable	$	295,043	$	458,622	$	–
Accrued liabilities		69,041		1,026,386		–
Total liabilities and equity assumed		364,084		1,485,008		–
Estimated fair value of net assets acquired	$	49,202,123	$	30,473,166	$	10,215,750

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of debt

Schedule of debt
	March 31,			December 31,
	2022			2021

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

Seller notes dated December 17, 2020 in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025		44,250,000			44,250,000

Convertible notes dated December 7, 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.		96,203,333			95,000,000

Seller note dated February 7, 2022 in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025		17,000,000			–

Less: unamortized debt issuance costs		(7,868,231	)		(8,289,743	)
Less: unamortized debt discount		(46,721,616	)		(48,477,789	)

Total long term debt		117,863,486			97,482,468
Less: current portion of long term debt		–			–


Long term debt and unamortized debt issuance costs	$	117,863,486		$	97,482,468

Schedule of Maturities of Long-term Debt


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

2022			$	1,264,536	$	5,728,440	$	(5,728,440	)
2023		2,250,000		1,686,048		8,523,493		(6,273,493	)
2024		3,000,000		1,686,048		9,734,935		(6,734,935	)
2025		40,651,759		1,686,048		11,057,799		29,593,960
2026		109,551,574		1,545,551		11,676,949		97,874,625

Total	$	155,453,333	$	7,868,231	$	46,721,616	$	108,731,717

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Balance Sheet Classification Table

Balance Sheet Classification Table
	Balance Sheet Line	March 31, 2022
Asset
Operating lease right of use assets	Noncurrent assets	$	13,721,007
Liabilities
Lease liabilities	Noncurrent liabilities	$	14,082,673

Maturities of Lease Liabilities

Maturities of Lease Liabilities
2021 fiscal year	$	24,706,524
Less: Interest		374,001
Present value of lease liabilities	$	24,332,523

Future minimum lease obligations

Future minimum lease obligations
2022 fiscal year	$	3,325,483
2023 fiscal year		3,843,353
2024 fiscal year		3,949,553
2025 fiscal year		3,989,432
2026 fiscal year		2,971,217
Total	$	18,079,038

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of warrant activity

Schedule of warrant activity
	Number of shares
Balance as of December 31, 2021		17,018,750
Warrants exercised		–
Warrants forfeited		–
Warrants issued		–
Balance as of March 31, 2022		17,018,750

Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


Schedule of Segment Reporting Information
	For The Three Months Ended
	March 31, 2022
	Retail			Wholesale			Other			Total
Revenues		26,525,716			5,207,388			44,450			31,777,554
Cost of goods and services		(15,905,610	)		(4,871,587	)		(62,854	)		(20,840,051	)
Gross profit		10,620,106			335,801			(18,404	)		10,937,503
Intangible assets amortization		1,939,791			198,475			581			2,138,847
Depreciation		64,617			128,098			209,234			401,949
Net income (loss)		3,761,943			(421,864	)		(30,118,781	)		(26,778,702	)
Segment assets		184,138,812			64,813,396			69,054,427			318,006,635

Tax Provision (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Components of income tax expense

Components of income tax expense
	For the Three Months Ended March 31,
	2022			2021
Income (loss) before income taxes	$	(25,518,808	)	$	(4,106,121	)
Income tax expense		1,259,894			456,614
Effective tax rate		-4.94%			-11.12%

Organization and Nature of Operations (Details Narrative) - USD ($)	Dec. 07, 2021	Feb. 26, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 03, 2021
Short-term Debt [Line Items]
Purchase price					$ 93,100,000
Debt Instrument, Unamortized Discount			$ 46,721,616	$ 48,477,789
Investor Notes [Member]
Short-term Debt [Line Items]
Principal amount					95,000,000
Convertible Notes Payable					93,100,000
Debt Instrument, Unamortized Discount					$ 1,900,000
Proceeds from Convertible Debt	$ 92,000
Dye Capital [Member]
Short-term Debt [Line Items]
Debt Conversion, Converted Instrument, Amount		$ 5,000,000
Debt converted, shares issued		5,060

Liquidity and Capital Resources (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liquidity And Capital Resources
Cash and cash equivalents	$ 47,688,094	$ 106,400,216

Critical Accounting Policies and Estimates (Details - Level 3) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Recurring [Member] \| Marketable Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value assets	$ 485,004	$ 493,553

Critical Accounting Policies and Estimates (Details - Receivables) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 4,487,181	$ 4,169,914
Allowance for doubtful accounts	(135,046)	(135,046)
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	4,331,579	4,001,874
Accounts Receivable Litigation [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 290,648	$ 303,086

Critical Accounting Policies and Estimates (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Notes receivable	$ 107,500		$ 0
Other Assets, Current	4,393,189		3,038,176
Accounts payable	3,106,503		2,585,705
Accrued expenses and other liabilities	$ 15,308,676		5,592,222
Brow Acquisition Interest	3.00%
Advertising and marketing expense	$ 723,574	$ 11,685
Stock based compensation expense	991,083	$ 1,483,806
Accrued Liabilities [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	$ 15,308,676		5,592,222
Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets useful lives	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets useful lives	15 years
Prepaid Expenses [Member]
Property, Plant and Equipment [Line Items]
Other Assets, Current	$ 3,516,659		2,523,215
Security Deposits [Member]
Property, Plant and Equipment [Line Items]
Other Assets, Current	876,530		514,962
Accrued Payroll [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	1,010,690		301,312
Operating Expenses [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	13,797,986		$ 5,290,910
Escrow Payable [Member]
Property, Plant and Equipment [Line Items]
Accrued expenses and other liabilities	500,000
Colorado Cannabis [Member]
Property, Plant and Equipment [Line Items]
Notes receivable	$ 107,500

Property and Equipment (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 18,992,618	$ 12,242,199
Less: Accumulated Depreciation	(2,390,922)	(1,988,973)
Property and equipment, net	16,601,696	10,253,226
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	1,256,324	300,798
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	912,724	853,599
Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,208,794	2,152,129
Land [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	35,000	35,000
Servers Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	91,373	0
Software Servers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,320,576	2,550,154
Land Improvement [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,784,932	0
Building [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	2,910,976	2,910,976
P C Peripherals [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	385,387	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 6,086,532	$ 3,439,543

Property and Equipment (Details - Expected life)	3 Months Ended
Property and Equipment (Details - Expected life)	Mar. 31, 2022
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Lesser of the lease term or estimated useful life
Land [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	Indefinite
Software Servers And Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	39 years
Minimum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] \| Vehicles Machinery And Tools [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 401,949	$ 194,637

Intangible Asset (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 105,235,080	$ 105,235,080
Less: accumulated amortization	(9,791,597)	(7,652,750)
Licensing Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	94,230,280	94,230,280
Less: accumulated amortization	(7,067,406)	(5,496,902)
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	4,560,000	4,560,000
Less: accumulated amortization	(1,073,667)	(845,667)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,150,000	5,150,000
Less: accumulated amortization	(1,176,119)	(933,690)
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,205,000	1,205,000
Less: accumulated amortization	(444,472)	(348,056)
Product License and Registration [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	57,300	57,300
Less: accumulated amortization	(18,918)	(17,963)
Trade Secrets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	32,500	32,500
Less: accumulated amortization	$ (11,014)	$ (10,472)

Intangible Asset (Details Narrative) - USD ($)	3 Months Ended
Intangible Asset (Details Narrative) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 2,138,847	$ 1,595,931

Derivative Liability (Details) - USD ($)	3 Months Ended	12 Months Ended
Derivative Liability (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, beginning	$ 34,923,013	$ 0
Fair value of derivative liabilities on issuance date		48,936,674
Gain on derivative liability	13,417,472	(14,013,661)
Derivative, Fair Value, Net	$ 48,340,485	$ 34,923,013

Derivative Liability (Details Narrative) - USD ($)		3 Months Ended	5 Months Ended	12 Months Ended
Derivative Liability (Details Narrative) - USD ($)	Jan. 08, 2019	Mar. 31, 2022	Jun. 11, 2019	Dec. 31, 2021	Dec. 07, 2021
Derivative [Line Items]
Fair value of derivative liabilities		$ 0		$ 0
Derivative liability		46,721,616		48,477,789
Debt discount		1,756,173		$ 458,885
Derivative Liabilty [Member]
Derivative [Line Items]
Derivative liability		$ 48,936,674
Investor [Member]
Derivative [Line Items]
Debt Instrument, Face Amount					$ 95,000,000
Officer And Director [Member] \| Restricted Stock [Member]
Derivative [Line Items]
Restricted stock granted, shares	500,000
An Officer [Member] \| Restricted Stock [Member]
Derivative [Line Items]
Restricted stock granted, shares			1,000,000

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. 31, 2022	Mar. 31, 2021	Mar. 30, 2021	Apr. 19, 2021	Jun. 05, 2019	Jul. 31, 2020	Sep. 04, 2020	Dec. 31, 2021	Dec. 22, 2020	Dec. 18, 2020	Dec. 16, 2020	Dec. 31, 2019	Mar. 31, 2021	Sep. 30, 2021	Aug. 01, 2020
Related Party Transaction [Line Items]
Cash paid at closing					$ 90,317,153	$ 65,109,039
Star Buds [Member]
Related Party Transaction [Line Items]
Consideration transferred			$ 118,000,000
Cash paid at closing			44,250,000
Deferred cash			$ 44,250,000
Securities Purchase Agreement [Member] \| Jeff Garwood [Member]
Related Party Transaction [Line Items]
Note payable balance	$ 294,000
Securities Purchase Agreement [Member] \| Pratap Mukharji [Member]
Related Party Transaction [Line Items]
Note payable balance	196,000
Cozad Investments [Member] \| Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Principal amount	245,000
Cash	250,000
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					$ 5,665,887
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 Pharm Holdings [Member]
Related Party Transaction [Line Items]
Notes receivable issued																$ 767,695
Note receivable balance																			$ 767,695
Accrued interest receivable																			$ 47,161
Note receivable balance								$ 181,911		$ 100,000
Med Pharm Holdings [Member] \| Andrew Williams [Member]
Related Party Transaction [Line Items]
Shares returned for payment of note receivable											175,000
Dye Cann I [Member] \| Securities Purchase Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from sale of equity									$ 3,000,000									$ 18,575,000
Dye Cann I [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
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					$ 1,753,562
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

Goodwill Accounting (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended		4 Months Ended	5 Months Ended	7 Months Ended	9 Months Ended
Goodwill Accounting (Details Narrative) - USD ($)	Mar. 02, 2021	Mar. 31, 2022	Mar. 31, 2021	Apr. 20, 2020	Jun. 03, 2017	Jul. 21, 2017	Sep. 17, 2018	Feb. 15, 2022	Feb. 09, 2022	Feb. 08, 2022	Jan. 26, 2022	Dec. 31, 2021	Dec. 21, 2021	Jul. 21, 2021
Restructuring Cost and Reserve [Line Items]
Goodwill		$ 123,898,211										$ 43,316,267
Cash paid for acquisition		90,317,153	$ 65,109,039
Success And Pono [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares					7,000,000
Goodwill		6,301,080			$ 6,301,080
Denver Consulting [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares						2,258,065
Goodwill		3,003,226				$ 3,003,226
Big Tomato [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares							1,933,329
Goodwill		3,000,000					$ 3,000,000
Mesa Organics [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares				2,554,750
Goodwill		2,147,613		$ 2,147,613
Cash paid for acquisition				$ 2,609,500
Star Buds [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 27,054,025
Cash paid for acquisition	$ 44,250,000
Southern Colorado Growers [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill		$ 1,810,323												$ 1,810,323
Smoking Gun Apothecary [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares		100,000
Goodwill		$ 3,947,582											$ 3,947,582
Drift [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares		1,066,666
Goodwill		$ 3,344,555									$ 3,344,555
R G A [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill		34,933,869								$ 34,933,869
MCG [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill									$ 27,422,594
Brow [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill		5,733,850						$ 5,733,850
SBUD LLC [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill		$ 27,054,025
M G C [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares		7,116,564
Goodwill		$ 27,422,594

Business Combination (Details)	3 Months Ended
Business Combination (Details)	Mar. 31, 2022 USD ($)
Nuevo Holding L L C [Member]
Business Acquisition [Line Items]
Cash	$ 32,202,123
Seller notes	17,000,000
Common stock	0
Total purchase price	49,202,123
Emerald Fields Merger Sub L L C [Member]
Business Acquisition [Line Items]
Cash	18,873,166
Seller notes	0
Common stock	11,600,000
Total purchase price	30,473,166
Other Acquisitions [Member]
Business Acquisition [Line Items]
Cash	8,615,750
Seller notes	0
Common stock	1,600,000
Total purchase price	$ 10,215,750

Business Combination (Details-1) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Accounts receivable	$ 4,196,533	$ 3,866,828
Nuevo Holding L L C [Member]
Business Acquisition [Line Items]
Cash	2,860,706
Accounts receivable	0
Other assets	0
Inventory	9,632,130
Fixed assets	2,137,002
Other long-term assets	2,500
Intangible assets	34,933,869
Total assets acquired	49,566,207
Accounts payable	295,043
Accrued liabilities	69,041
Total liabilities and equity assumed	364,084
Estimated fair value of net assets acquired	49,202,123
Emerald Fields Merger Sub L L C [Member]
Business Acquisition [Line Items]
Cash	695,095
Accounts receivable	196,879
Other assets	0
Inventory	1,716,900
Fixed assets	1,926,706
Other long-term assets	0
Intangible assets	27,422,594
Total assets acquired	31,958,174
Accounts payable	458,622
Accrued liabilities	1,026,386
Total liabilities and equity assumed	1,485,008
Estimated fair value of net assets acquired	30,473,166
Other Acquisitions [Member]
Business Acquisition [Line Items]
Cash	1,500
Accounts receivable	0
Other assets	590,000
Inventory	538,371
Fixed assets	7,474
Other long-term assets	0
Intangible assets	9,078,405
Total assets acquired	10,215,750
Accounts payable	0
Accrued liabilities	0
Total liabilities and equity assumed	0
Estimated fair value of net assets acquired	$ 10,215,750

Inventory (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods inventory	$ 5,476,905	$ 5,573,329
Inventory work in process	8,227,858	2,676,002
Raw materials inventory	$ 5,535,992	$ 12,676

Debt (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized debt discount	$ (7,868,231)	$ (8,289,743)
Long term debt	(46,721,616)	(48,477,789)
Long term debt	117,863,486	97,482,468
Less: current portion of long term debt	0	0
Long term debt and unamortized debt issuance costs	117,863,486	97,482,468
Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	15,000,000	15,000,000
Seller Notes [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	44,250,000	44,250,000
Convertible Debt [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	96,203,333	95,000,000
Sellernote [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ 17,000,000	$ 0

Debt (Details-1)	3 Months Ended
Debt (Details-1)	Mar. 31, 2022 USD ($)
Short-term Debt [Line Items]
Unamortized debt issuance cost	$ 7,868,231
Unamortized debt discount	46,721,616
Total long term debt	108,731,717
Principal payment	155,453,333
Debt 2022 [Member]
Short-term Debt [Line Items]
Unamortized debt issuance cost	1,264,536
Unamortized debt discount	5,728,440
Total long term debt	(5,728,440)
Debt 2023 [Member]
Short-term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	8,523,493
Total long term debt	(6,273,493)
Principal payment	2,250,000
Debt 2024 [Member]
Short-term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	9,734,935
Total long term debt	(6,734,935)
Principal payment	3,000,000
Debt 2025 [Member]
Short-term Debt [Line Items]
Unamortized debt issuance cost	1,686,048
Unamortized debt discount	11,057,799
Total long term debt	29,593,960
Principal payment	40,651,759
Debt 2026 [Member]
Short-term Debt [Line Items]
Unamortized debt issuance cost	1,545,551
Unamortized debt discount	11,676,949
Total long term debt	97,874,625
Principal payment	$ 109,551,574

Debt (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended
Debt (Details Narrative) - USD ($)	Dec. 07, 2021	Feb. 26, 2021	Feb. 26, 2021	Mar. 31, 2022	Dec. 03, 2021	Dec. 01, 2021	Sep. 01, 2021	Jun. 01, 2021	Mar. 01, 2021
Short-term Debt [Line Items]
Proceeds from loans		$ 10,000,000
Principal payment		$ 750,000
Maturity date		Feb. 26, 2025
Net Proceeds				$ 80,000,000
Capital lease obligations				5,500,000
Unsecured debt				1,000,000
Seller Notes [Member]
Short-term Debt [Line Items]
Principal amount				44,250,000
Long-Term Debt, Maturity, Year Three				13,901,759
Long-Term Debt, Maturity, Year Four				3,474,519
Long-Term Debt, Maturity, Year Five				26,873,722
Nuevoacquisition [Member]
Short-term Debt [Line Items]
Principal amount				17,000,000
Browacquisition [Member]
Short-term Debt [Line Items]
Principal amount				$ 500,000
Investor Notes [Member]
Short-term Debt [Line Items]
Principal amount					$ 95,000,000
Proceeds from issuance of private placement	$ 92,000,000
Term Loan [Member]
Short-term Debt [Line Items]
Interest rate						15.00%	15.00%	15.00%	15.00%
Loan Agreement [Member]
Short-term Debt [Line Items]
Proceeds from loans			$ 5,000,000

Leases (Details - Balance Sheet Classification) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Leases
Operating lease asset - non-current	$ 13,721,007	$ 8,511,780
Operating lease liability - non-current	$ 14,082,673	$ 8,715,480

Leases (Details - Lease maturities)	Mar. 31, 2022 USD ($)
Leases
2021 fiscal year	$ 24,706,524
Less: Interest	374,001
Present value of lease liabilities	$ 24,332,523

Leases (Details - Minimum lease obligation)	Mar. 31, 2022 USD ($)
Leases
2022 fiscal year	$ 3,325,483
2023 fiscal year	3,843,353
2024 fiscal year	3,949,553
2025 fiscal year	3,989,432
2026 fiscal year	2,971,217
Total	$ 18,079,038

Leases (Details Narrative)	Mar. 31, 2022
Minimum [Member]
Weighted average lease discount rate	6.00%
Maximum [Member]
Weighted average lease discount rate	12.00%

Commitments and Contingencies (Details Narrative) - USD ($)			3 Months Ended
	Mar. 11, 2022	Nov. 15, 2021	Mar. 31, 2022	Dec. 03, 2021
Restructuring Cost and Reserve [Line Items]
Purchase Price				$ 93,100,000
Urban Healthand Wellness Inc [Member]
Restructuring Cost and Reserve [Line Items]
Aggregate consideration		$ 1,317,500,000
Dividends, Common Stock	$ 1,900,000
Purchase Price			$ 30,000
Purchase Agreement			$ 288,000

Stockholders' Equity (Details Warrant Activity) - Warrant [Member]	3 Months Ended
	Mar. 31, 2022 shares
Offsetting Assets [Line Items]
Warrants outstanding, beginning balance	17,018,750
Warrants exercised	0
Warrants forfeited	0
Warrants issued	0
Warrants outstanding, ending balance	17,018,750

Stockholders’ Equity (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended		3 Months Ended		4 Months Ended	12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jul. 21, 2021	Feb. 03, 2021	Mar. 03, 2021	Mar. 02, 2021	Mar. 31, 2022	Mar. 31, 2021	Apr. 20, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 18, 2020	Dec. 17, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock authorized					10,000,000			10,000,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001			$ 0.001
Preferred stock outstanding					82,594			82,594
Escrow shares					4,400
Accumulated preferred dividends					$ 9,089,597			$ 7,346,153
Common stock authorized					250,000,000			250,000,000
Common stock par value					$ 0.001			$ 0.001
Treasury Stock, Common, Shares					517,044			517,044
Common stock issued					53,484,820			45,455,490
Common stock outstanding					52,746,376			44,717,046
Stock issued for compensation, value						$ 444,806
Shares issued for acquisition, value					$ 8,200,506	$ 20,240,000
Conversion of preferred stock					272
Conversion of shares					245,017
Warrant [Member] \| Various Accredited Investor [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price								$ 1.20
Risk-free interest rate								0.21%
Expected volatility rate								157.60%
Warrant [Member] \| Various Accredited Investor [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price								$ 2.50
Risk-free interest rate								1.84%
Expected volatility rate								194.56%
Common Stock Purchase Warrants [Member] \| SBUD LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants issued, shares								1,500,000
Star Buds [Member] \| Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Escrow shares		349	2,690							959	430
Stock issued for acquisition, shares		2,319	17,921							6,404	2,862
Shares issued for acquisition, value		$ 2,318,998	$ 17,920,982							$ 6,403,987	$ 2,861,994
Escrow shares value		$ 314,100	$ 2,421,000							$ 863,100	$ 387,000
Star Buds [Member] \| Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares				5,531,250				3,793,530
Souther Colorado Growers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares	2,213,994
Shares issued for acquisition, value	$ 5,377,786
Smoking Gun Apothecary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares					100,000
Shares issued for acquisition, value					$ 197,000
Drift [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares					1,066,666
Shares issued for acquisition, value					$ 1,600,000
M G C [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares					7,116,564
Shares issued for acquisition, value					$ 11,600,000
Employees Officers Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for compensation, shares								323,530
Stock issued for compensation, value								$ 637,233
Mesa Organics Ltd [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for acquisition, shares							2,554,750
Shares issued for acquisition, value							$ 4,167,253
Private Placements [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued new, shares									187,500
Warrants issued									187,500
Proceeds from sale of equity									$ 375,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock outstanding					82,594
Stock issued new, shares						47,310
Stock issued for compensation, value
Stock issued for acquisition, shares						20,240
Shares issued for acquisition, value						$ 20
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued								45,455,490
Common stock outstanding								44,717,046
Stock issued for compensation, shares						218,042
Stock issued for compensation, value						$ 218
Stock issued for acquisition, shares					8,506
Shares issued for acquisition, value					$ 8,001

Segment Information (Details- Segment Information) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenues	$ 31,777,554	$ 19,340,115
Cost of goods and services	(20,840,051)
Gross profit	10,937,503
Intangible assets amortization	2,138,847
Depreciation	401,949	194,637
Net income (loss)	(26,778,702)	$ (3,649,507)
Segment assets	318,006,635
Products [Member]
Segment Reporting Information [Line Items]
Revenues	26,525,716
Cost of goods and services	(15,905,610)
Gross profit	10,620,106
Intangible assets amortization	1,939,791
Depreciation	64,617
Net income (loss)	3,761,943
Segment assets	184,138,812
Licensing And Consulting [Member]
Segment Reporting Information [Line Items]
Revenues	5,207,388
Cost of goods and services	(4,871,587)
Gross profit	335,801
Intangible assets amortization	198,475
Depreciation	128,098
Net income (loss)	(421,864)
Segment assets	64,813,396
Infrastructure [Member]
Segment Reporting Information [Line Items]
Revenues	44,450
Cost of goods and services	(62,854)
Gross profit	(18,404)
Intangible assets amortization	581
Depreciation	209,234
Net income (loss)	(30,118,781)
Segment assets	$ 69,054,427

Tax Provision (Details - Components of Income Tax) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income (Loss) before Income Taxes	$ (25,518,808)	$ (4,106,121)
Income Tax Expense	$ 1,259,894	$ 456,614
Effective Tax Rate	(4.94%)	(11.12%)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794