Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-32931 | |||
Entity Registrant Name | Millennium Sustainable Ventures Corp. | |||
Entity Central Index Key | 0001358656 | |||
Entity Tax Identification Number | 20-4531310 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 301 Winding Road | |||
Entity Address, City or Town | Old Bethpage | |||
Entity Address, State or Province | NY | |||
Entity Address, Postal Zip Code | 11804 | |||
City Area Code | 212 | |||
Local Phone Number | 750-0371 | |||
Title of 12(g) Security | Common Stock Par Value $.0001 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | No | |||
Entity Interactive Data Current | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | false | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 6,626,514 | |||
Entity Common Stock, Shares Outstanding | 10,959,814 | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 606 | 206 | ||
Auditor Name | Grassi & Co., CPAs, P.C | MaloneBailey, LLP | ||
Auditor Location | Jericho, New York | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,623,291 | $ 1,895,597 |
Accounts receivable | 5,781 | |
Inventory - Millennium Cannabis | 2,108,284 | |
Investment in equity securities - SMC Global Securities | 5,662,706 | |
Other current assets | 72,743 | 45,205 |
Total current assets | 3,810,099 | 7,603,508 |
Property, plant and equipment, net | 483,100 | 2,904,497 |
Other assets: | ||
Security deposits | 1,249,405 | 5,650 |
Right of use assets - finance leases | 29,829 | |
Total assets | 44,634,809 | 11,916,845 |
Current liabilities: | ||
Accounts payable and accrued expenses | 376,634 | 222,478 |
PPP loan - Millennium HI Carbon | 137,700 | |
Lease liability - finance leases | 3,264 | |
Total current liabilities | 4,057,103 | 1,385,147 |
Long-term liabilities | ||
Lease liability - Finance Leases | 26,607 | |
Total long-term liabilities | 38,660,477 | 1,399,285 |
Total Liabilities | 42,717,580 | 2,784,432 |
Preferred Stock; par value $0.0001 per share, 5,000 shares authorized, no shares issued and outstanding | ||
Common Stock; par value $0.0001 per share, 12,000,000 shares authorized, 10,959,814 shares issued and outstanding | 1,096 | 1,096 |
Paid-in capital | 52,400,025 | 52,400,025 |
Accumulated Deficit | (50,483,892) | (43,268,708) |
Total Equity | 1,917,229 | 9,132,413 |
Total Liabilities and Equity | 44,634,809 | 11,916,845 |
Millennium HI Carbon [Member] | ||
Other assets: | ||
Right of use assets | 1,353,880 | 1,403,190 |
Current liabilities: | ||
Lease liability | 1,194,556 | 1,024,969 |
Long-term liabilities | ||
Lease liability | 1,369,889 | 1,399,285 |
Millennium Cannabis [Member] | ||
Other assets: | ||
Right of use assets | 37,708,496 | |
Current liabilities: | ||
Lease liability | 2,482,649 | |
Long-term liabilities | ||
Lease liability | $ 37,263,981 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,000,000 | 12,000,000 |
Common stock, shares outstanding | 10,959,814 | 10,959,814 |
Common stock, shares issued | 10,959,814 | 10,959,814 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 41,780 | |
Cost of goods sold | 2,365,767 | |
Gross Loss | (2,323,987) | |
Operating Expenses | ||
General & administrative expenses | 1,320,835 | 576,245 |
Fee on sale of securities | 633,311 | |
Professional fees | 195,408 | 75,882 |
Impairment of property, plant and equipment - Millennium HI Carbon | 2,765,000 | 6,736,536 |
Total Operating Expenses | 5,105,255 | 7,579,366 |
Net Loss from Operations | (7,429,242) | (7,579,366) |
Other Income | ||
Dividend income | 67,382 | 114,109 |
Unrealized gain on investment in SMC Global Securities | 781,469 | |
Realized gain on disposal of SMC Global Securities | 156,343 | |
Government grant income | 137,700 | |
Other income | 8,976 | 31,651 |
Total Other Income | 214,058 | 1,083,572 |
Net Loss | $ (7,215,184) | $ (6,495,794) |
Net loss per share - basic and diluted | $ (0.66) | $ (0.59) |
Weighted average share outstanding, basic and diluted | 10,959,814 | 10,959,814 |
Millennium HI Carbon [Member] | ||
Operating Expenses | ||
Lease expense | $ 190,701 | $ 190,703 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,096 | $ 52,400,025 | $ (36,772,914) | $ 15,628,207 |
Beginning balance, shares at Dec. 31, 2019 | 10,959,814 | |||
Net Loss | (6,495,794) | (6,495,794) | ||
Ending balance, value at Dec. 31, 2020 | $ 1,096 | 52,400,025 | (43,268,708) | 9,132,413 |
Ending balance, shares at Dec. 31, 2020 | 10,959,814 | |||
Net Loss | (7,215,184) | (7,215,184) | ||
Ending balance, value at Dec. 31, 2021 | $ 1,096 | $ 52,400,025 | $ (50,483,892) | $ 1,917,229 |
Ending balance, shares at Dec. 31, 2021 | 10,959,814 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (7,215,184) | $ (6,495,794) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on PPP loan forgiveness | (137,700) | |
Noncash finance lease expense | (29,829) | |
Impairment - Millennium HI Carbon | 2,765,000 | 6,736,536 |
Depreciation expense - Millennium Cannabis | 12,137 | 0 |
Realized gain on disposal of SMC Global Securities | (156,343) | |
Unrealized gain on investment in SMC Global Securities | (781,469) | |
Changes in operating assets and liabilities | ||
Accounts Receivable | (5,781) | |
Inventory - Millennium Cannabis | (2,108,284) | |
Accounts payable and accrued expenses | 154,156 | 39,404 |
Prepaids and other current assets | (27,540) | 4,823 |
Security deposit - Millennium Cannabis | (1,243,755) | |
Net cash used by operating activities | (5,609,143) | (472,966) |
Investing activities | ||
Acquisition of property, plant and equipment | (355,740) | (647,883) |
Proceeds from disposal of SMC Global Securities | 5,662,706 | 876,808 |
Net cash provided by investing activities | 5,306,966 | 228,925 |
Financing activities | ||
Proceeds from PPP loan | 137,700 | |
Lease liability - Finance leases | 29,871 | |
Net cash provided by financing activities | 29,871 | 137,700 |
Net decrease in cash | (272,306) | (106,341) |
Cash, beginning of period | 1,895,597 | 2,001,938 |
Cash, end of period | 1,623,291 | 1,895,597 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | ||
Cash paid during the year for income tax | ||
Supplemental disclosure of noncash flow information: | ||
Initial recognition of right of use asset and lease liability | 38,172,218 | 1,462,062 |
Millennium HI Carbon [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Noncash operating lease expense | 49,310 | 58,872 |
Changes in operating assets and liabilities | ||
Lease liability | 140,191 | 121,005 |
Millennium Cannabis [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Noncash operating lease expense | (37,708,496) | |
Changes in operating assets and liabilities | ||
Lease liability | $ 39,746,630 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 1 – GENERAL INFORMATION Nature of Operations Millennium Sustainable Ventures Corp., formerly known as Millennium Investment & Acquisition Co. Inc., formerly known as Millennium India Acquisition Company, Inc. (“MILC”, “we”, “our”, the “Company”) is an internally managed, non-diversified, closed-end investment company focused on two lines of business and conducts operations in two segments: cannabis cultivation and activated carbon. Millennium Cannabis LLC, (“Millcann”), a wholly-owned subsidiary of MILC, is focused on a sustainable approach to cannabis cultivation through Controlled Environmental Agriculture (CEA) in the form of greenhouses, with operations in Colorado, Oklahoma, and Michigan. Millennium HI Carbon, LLC (“MHC”) is a wholly owned subsidiary that acquired an activated carbon plant in Hawaii (the “Hawaii Plant”) that was intended to produce a very high-grade form of Activated Carbon for the production of ultracapacitors which are an advanced electrical storage device. During the first half of 2019, MHC concluded that the Hawaii Plant was not capable of producing consistent results and has made efforts to minimize overhead and cash drain while it seeks a strategic alternative for the Hawaii Plant. Effective December 31, 2021, MILC determined to write off the remaining value of the HI asset for accounting purposes given that the plant is dormant and there is uncertainty around a business plan for this asset. Impairment of $ 2,765,000 Millennium Carbon, LLC (“MillCarbon”) is a wholly owned subsidiary that has developed a novel method for the sustainable production of activated carbon and has constructed a proof-of-concept pilot-scale plant in Kentucky to produce activated carbon from a waste stream generated by Bourbon distilleries. MILC is evaluating the construction of a commercial scale plant based on the technology it has developed. During 2020, MILC announced that it was seeking to de-register as an Investment Company that is regulated under Investment Company Act of 1940 (the “1940 Act”) . (the “Deregistration Order”) On October 1, 2021, MILC filed an application with FINRA for approval to change its name to Millennium Sustainable Ventures Corp. MILC received approval for the name change as disclosed in a Form 8-K and Press Release issued on February 16, 2022. We believe the name change better reflects our focus on sustainable Controlled Environment Agriculture (CEA) cultivation in greenhouses and the sustainable production of activated carbon. MILC, with a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People is focused on sustainable business practices. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation The accompanying consolidated financial statements of MILC include the accounts of the Company and its wholly-owned subsidiaries as follows: ● Millennium Carbon LLC ● Millennium HI Carbon LLC ● Millennium Cannabis, LLC ● Millennium HR LLC ● Marengo Cannabis LLC The following indirect subsidiaries are included in the accompanying consolidated financial statements: ● VinCann LLC VinCann LLC (“VC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann has invested in VC and receives a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 82.0 The following variable interest entities of MILC are also included in the accompanying consolidated financial statements: ● Walsenburg Cannabis LLC Walsenburg Cannabis LLC (“WC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann issued capital to WC in the form of a convertible loan for its business operations and MILC is in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it is contemplated that the loan will convert into a preferred equity interest in WC that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 83.5 All intercompany balances have been eliminated in consolidation. Investment in Equity Securities Equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the consolidated statements of operations. On June 1, 2021, MILC sold its last remaining position in SMC Global. As of December 31, 2021, the Company did not own any equity securities. Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, the computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive. The following table sets forth the computation of basic income (loss) per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Year Ended December 31, 2021 2020 Loss available to common Shareholders $ (7,215,184 ) $ (6,495,794 ) Weighted average shares 10,959,814 10,959,814 Basic loss per common share $ (0.66 ) $ (0.59 ) Property, Plant and Equipment Property, plant and equipment is stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property, plant and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company capitalizes property and leased equipment where the terms of the lease result in the transfer to the Company of substantially all of the benefits and risks of ownership of the equipment. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and equipment 5 Furniture and fixtures 5 Office equipment 5 Depreciation expense for the twelve months ended December 31, 2021 and 2020 was $ 12,137 and $ 0 , respectively. The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate their carrying amount may not be recoverable in accordance with FASB ASC Topic 360, Impairment or Disposal of Long-Lived Assets. 2,765,000 6,736,536 Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, as amended by subsequently issued Accounting Standards Updates. This revenue standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. The recognition of revenue is determined by performing the following consecutive steps: ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the good to the customer. Liquidity and Going Concern The Company’s objectives when managing its capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it can continue to provide returns to shareholders. ASU 205-40 – Presentation of Financial Statements – Going Concern requires management to evaluate an entity’s ability to continue as a going concern within one year after the date the financial statements are available for issuance. Specifically, management is required to evaluate whether the presence of adverse conditions or events, when considered individually and in the aggregate, raise substantial doubt about an entity’s ability to continue as a going concern. Substantial doubt exists when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are available for issuance. As of December 31, 2021, the Company had an accumulated deficit of $ 50,483,892 and negative working capital of $247,004 . Additionally, the Company had recurring losses and negative cashflow from operations. These adverse conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. Although the Company believes its cash available as of December 31, 2021 along with its other current assets and ability to secure additional debt and/or equity financing should be sufficient to fund operations and commitments for twelve months from the date of the filing of this Annual Report on Form 10-K, management has concluded the uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Fair Value Fair value represents 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. The Company measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of the Company’s financial instruments, including cash, deposits, and accounts payable approximate fair value because of their relatively short-term maturities. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Inventory Costs incurred during the growing and cultivation process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and overhead used in the growing and cultivation processes. The Company capitalizes pre-harvest costs. Finished goods inventory is initially valued at cost and subsequently at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal and transportation for inventories in process. The Company periodically reviews its inventory and identifies that which is excess, slow moving or poor product quality by considering factors such as inventory levels and forecasted sales demand. Any identified excess, slow moving and poor-quality inventory is written down to its net realizable value through a charge to cost of goods sold. For the year end December 31, 2021 and 2020, $641,106 and $0, respectively were expensed through cost of goods sold related to impairment of inventory. Leases The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. 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. We determine if an arrangement is a lease at inception. Paycheck Protection Program U.S. GAAP does not contain authoritative accounting standards for forgivable loans provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on the facts and circumstances, the Company determined it most appropriate to account for the Paycheck Protection Program (“PPP”) loan proceeds as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Variable Interest Entities The Company consolidates all variable interest entities in which it holds a variable interest and is the primary beneficiary of the entity. Generally, a variable interest entity (“VIE”) is a legal entity with one or more of the following characteristics: (a) the total at risk equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; (b) as a group the holders of the equity investment at risk lack any one of the following characteristics: (i) the power, through voting or similar rights, to direct the activities of the entity that most significantly impact its economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) some equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is required to consolidate the VIE and is the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party has the power to direct such activities; the amount and characteristics of Company’s interests and other involvements in the VIE; the obligation or likelihood for the Company or other investors to provide financial support to the VIE; and the similarity with and significance to the business activities of Company and the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of these VIEs and general market conditions. As of December 31, 2021, MILC has determined that Walsenburg Cannabis is a variable interest entity. Impact of New Accounting Standards The Company has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a significant effect on the Company’s financial statements |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 3. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are recorded at cost, net of accumulated depreciation and impairment and is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 2020 Machinery and Equipment $ 427,388 $ 2,904,497 Furniture and Fixtures 58,595 - Office Equipment 9,254 - Property, plant and equipment, gross 495,237 2,904,497 Less: accumulated depreciation (12,137 ) - Property and equipment, net $ 483,100 $ 2,904,497 As of December 31, 2021, the Company’s Property, Plant and Equipment consisted of Activated Carbon production machinery and equipment at the MillCarbon pilot plant in Kentucky, as well as machinery and equipment, furniture and fixtures and office equipment at the three operations related to Millennium Cannabis. Property, plant and equipment was never operational for MHC and therefore has not incurred a depreciation expense on this asset. Depreciation expense for the twelve months ended December 31, 2021 and 2020 was $ 12,137 and $ 0 , respectively. Effective December 31, 2021, MILC determined to write off the remaining value of the HI asset (MHC) for accounting purposes given that the plant is dormant and there is uncertainty around a business plan for this asset. Impairment loss of $ 2,765,000 6,736,536 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 4. INVENTORY The Company’s inventories include the following at December 31, 2021 and, 2020: SCHEDULE OF INVENTORIES December 31, 2021 2020 Raw Material: Grow Supplies $ 348,244 $ - Raw Material: Trim 228,909 - Raw Material: Flower 335,662 - Work in Progress: Trim 167,866 - Work in Progress: Flower 354,107 - Finished Goods: Trim 361,632 - Finished Goods: Flower 311,864 - $ 2,108,284 $ - |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 5. INVESTMENTS Throughout 2021, the Company sold their remaining position in SMC Global Securities. During the twelve months ended December 31, 2021 and 2020, MILC sold 7,933,690 and 1,171,000 shares of SMC for proceeds of $ 5,029,396 and $ 876,808 net of fees, respectively. The Company has submitted a claim with the Government of India for a refund of fees. There can be no assurances as to when or how much will be refunded, if any. The following is a summary of the sales completed for the years ended December 31, 2021 and 2020 is: SUMMARY OF SALES OF SHARES Sale Date Shares Net Proceeds Price Per Share 6/30/2020 300,000 238,026 0.79 10/30/2020 170,000 124,048 0.73 11/9/2020 330,000 240,545 0.73 12/31/2020 371,000 274,189 0.74 2/17/2021 1,229,000 718,403 0.58 2/18/2021 1,500,000 876,628 0.58 2/23/2021 1,800,000 1,058,315 0.59 2/26/2021 704,690 405,108 0.57 5/19/2021 252,148 249,627 0.99 5/20/2021 200,000 196,000 0.98 5/21/2021 611,971 599,732 0.98 5/24/2021 508,834 498,657 0.98 5/25/2021 344,527 327,301 0.95 5/26/2021 190,000 174,801 0.92 5/27/2021 163,646 157,100 0.96 5/28/2021 322,319 299,757 0.93 6/1/2021 106,555 101,277 0.95 Total 9,104,690 $ 6,539,513 $ 0.72 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Operating Leases A contract is or contains a lease if the contract conveys the right to control the use of identified property (an identified asset) for a period of time in exchange for consideration. As of December 31, 2021 and 2020, the Company, through subsidiaries and its consolidated VIE, has entered into four operating leases: ● A ground lease located in Hawaii for the purpose of acquiring an activated carbon plant with 13.5 years remaining and three options to renew for an additional 10 years. 1,462,062 1,353,880 1,403,190 2,564,445 2,424,254 ● An operating lease entered into on May 21, 2021 for land, greenhouses and auxiliary/processing facilities approved for cannabis cultivation located in Colorado with a 20-year term and two options to renew for an additional 5 years each. 19.43 14% 5,378,407 5,340,785 0 5,656,699 0 ● An operating lease entered into on June 11, 2021 for land, greenhouses and auxiliary/processing facilities approved for cannabis cultivation located in Oklahoma with a 20-year term and two options to renew for an additional 5 years each. 19.43 14% 3,679,216 3,651,231 0 3,944,391 0 ● An operating lease entered into on September 3, 2021 for land, greenhouse and auxiliary/processing facilities approved for cannabis cultivation located in Michigan with a 20-year term and two options to renew for an additional 5 years. The lease has 19.67 years remaining with a discount rate of 14% and the Company recognized a right-of-use asset and lease liability of $29,114,595 during the third quarter. As of December 31, 2021 and 2020, the right-of-use asset is $ 28,716,480 and $ 0 and the corresponding lease liability is $ 30,145,540 and $ 0 , respectively. The exercise of the lease renewal options is generally at the Company’s sole discretion. The Company is certain that there is no transfer of ownership at the end of the lease terms and considers these leases to be classified as operating leases and the costs are recognized on a straight-line basis over the lease terms. Operating lease right-of-use assets are amortized over the length of the leases. The renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain at this time that these renewal options will be exercised. Periodically, the Company assesses its lease to determine whether it is reasonably certain that these options and any renewal options could be reasonably expected to be exercised. In general, the individual lease contracts do not provide information about the rate implicit in the lease. Because the Company is not able to determine the rate implicit in its lease, it instead generally uses its incremental borrowing rate to determine the present value of lease liability. Finance Leases MillCann has two finance leases for equipment which it used within the operations of cultivating cannabis. The amounts financed are $ 14,757 for both WC and VC, respectively, with terms of 60 months at a rate of 3.99% per annum. As of December 31, 2021, the scheduled lease payments are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases Finance Leases 2022 $ 4,177,351 $ 6,529 2023 9,542,317 6,529 2024 9,475,286 6,529 2025 8,001,074 6,529 2026 4,281,548 4,353 Thereafter 77,435,863 - Total Lease Payments 112,913,439 30,469 Less: Imputed Interest 70,602,364 - Less: Interest - 598 $ 42,311,075 $ 29,871 For the year ended December 31, 2021 and 2020, the operating lease costs were as follows: SCHEDULE OF OPERATING LEASE COSTS Years ended December 31, Total Operating Lease Expense 2021 2020 Operating Lease Expense (HI) $ 141,391 $ 131,831 Amortization of ROU assets - (HI) 49,310 58,872 Operating Lease Expense - Cannabis 1,683,762 - Amortization of ROU assets - Cannabis 463,722 - Total Operating Lease Expense $ 2,338,185 $ 190,703 For the year ended December 31, 2021 and 2020, total finance lease expense was as follows: SCHEDULE OF FINANCE LEASE EXPENSE Years ended December 31, Total Finance Lease Expense 2021 2020 Finance Lease Expense $ 2,131 $ - Amortization of ROU assets 87 - Total Finance Lease Expense $ 2,218 $ - Other Contingencies MHC is currently subject to a lawsuit which involves ownership of a piece of equipment that MHC believes it acquired as part of its original acquisition of the property through the bankruptcy trustee. MHC prevailed in this lawsuit with the court ruling in MHC’s favor and awarding a portion of MHC’s legal fees to MHC. The plaintiff has filed an appeal which is pending. MHC currently does not believe it is likely that the appeal will overturn the ruling of the lower court. MHC also does not believe it has material exposure in the event the ruling at the lower court is not affirmed. MHC could, from time to time, be involved in additional litigation proceedings arising out of its normal course of business. The COVID-19 outbreak in the United States has caused business disruptions through mandated and voluntary closings. Although temporary disruptions can be expected, significant uncertainty exists concerning the magnitude and duration of the COVID-19 pandemic’s impact on the Company’s customers, labor sources, supply chains, and demand for the Company’s services. The potential financial impact cannot be reasonably estimated at this time. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
COMMON STOCK | 7. COMMON STOCK The Company’s Certificate of Incorporation currently authorizes the issuance of 12,000,000 5,000 0.0001 10,959,814 In November 2013, the Company’s Board of Directors authorized a buyback of up to 800,000 No |
EQUITY AND LONG-TERM COMPENSATI
EQUITY AND LONG-TERM COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY AND LONG-TERM COMPENSATION | 8. EQUITY AND LONG-TERM COMPENSATION Securities Authorized for Issuance Under Equity Compensation Plans MILC’s 2021 Equity Incentive Plan was adopted by the Board on October 10, 2021 and approved by the shareholders on December 8, 2021. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards. No shares have been granted as of December 31, 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Commencing September 2016, the Board approved payment to an entity affiliated with the CEO of the Company, Mr. Lesser, to reimburse such entity for accounting and administrative functions at a rate of $ 750 per month for each of Millennium Investment & Acquisition Company and Millennium HI Carbon LLC. On October 1, 2021, the Board of Directors approved an increase to $ 5,000 ($ 750 from MHC, $ 1,250 from MILC and $ 3,000 from MillCann) a month due to the increase in administrative and accounting support needed for the new focus of cannabis cultivation. During the twelve months ended December 31, 2021, the total number expenses to such affiliate was $ 43,500 which included a onetime payment of $ 15 ,000 for expenses incurred during the third quarter due to an unusual amount of time allocated to the 2Q21 SEC filings. The Company has hired Morrison Cohen, LLP (“MoCo”) as its legal counsel with respect to general corporate matters. The spouse of the Company’s CEO is a partner at MoCo. During the twelve months ended December 31, 2021 and 2020, the Company paid $ 16,019 and $ 8,918 , respectively to MoCo. There is no outstanding balance as of December 31, 2021. VC, WC, and MarCann have entered into long-term leases for greenhouse cultivation properties that are owned by subsidiaries of Power REIT (Ticker: PW and PW.PRA). David Lesser is the Chairman and CEO of both MILC and Power REIT. MILC may enter into transactions in which directors, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Directors to determine if the transaction is fair and reasonable. After consideration of the terms and conditions described herein, the independent directors approved such arrangements having determined such arrangements are fair and reasonable and in the interest of the Company. |
PAYCHECK PROTECTION PROGRAM
PAYCHECK PROTECTION PROGRAM | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program | |
PAYCHECK PROTECTION PROGRAM | 10. PAYCHECK PROTECTION PROGRAM In response to the COVID-19 pandemic, the PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and administered by the SBA. Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans. If the loan proceeds are fully utilized to pay qualified expenses, the full principal amount of the PPP loan, along with any accrued interest, may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization. In April 2020, the Company received a loan of $ 137,700 1.0% 18 The Company completed the required activities by utilizing the PPP loan proceeds for payroll and other qualified expenditures prior to December 31, 2021, and it has recognized PPP grant income for the full amount of the PPP loan, $ 137,700 no |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES The provision for income taxes is comprised of the following for the year ended December 31, 2021 and 2020: SCHEDULE OF PROVISION FOR INCOME TAXES The provision for income taxes consists of the following: December 31, 2021 December 31, 2020 Current Federal $ - $ - State and Local - - Total Current Tax Expense (Benefit) - - Deferred Federal (1,382,193 ) (2,051,611 ) State and Local (394,912 (586,175 ) Total Deferred Tax Expense (Benefit) (1,777,105 ) (2,637,786 ) Less Valuation Allowance Adjustment 1,777,105 2,637,786 Total Tax Expense (Benefit) - $ - At December 31, 2021, the Company had total net operating loss carry forward of approximately $ 9,200,000 27,700,000 for federal income tax purposes available to offset future taxable income as follows. The net operating loss carry forwards arising in tax years before 2018 generally may be carried forward for 20 years. Net operating losses arising in tax years ending after 2017 can be carried forward for five years . Deferred tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes and consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred Tax Assets Net Unrealized Loss on Investments $ - $ 4,944,515 Impairment loss on Property, Plant and Equipment 2,565,415 1,818,864 Capital Loss Carry-forwards 7,484,194 2,710,674 Net Operating Loss Carry-forward 2,492,019 1,290,470 Total Deferred Tax Assets 12,541,628 10,764,523 Less:Valuation Allowance (12,541,628 ) (10,764,523 ) Net Deferred Taxes $ - $ - A reconciliation of the statutory United States federal tax rate to the Company’s effective income tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE December 31, 2021 December 31, 2020 Tax at Federal Statutory Rate 21.0 % 21.0 % Tax at State Rate Net of Federal Benefit 6.0 % 6.0 % Change in Valuation Allowance (27.0 )% (27.0 )% Provision for Taxes 0.0 % 0.0 % Management evaluates the Company’s deferred income tax assets and liabilities to determine whether or not a valuation allowance is necessary. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate future taxable income during those periods in which temporary differences become deductible and/or credits can be utilized. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 14, 2007 (inception) through December 31, 2021. The Company does not expect its unrecognized tax benefit position to change during the next twelve months and is currently unaware of any issues that could result in significant payments, accruals or material deviations from its position. The Company’s tax positions for 2018 to 2021 have been analyzed, and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years. Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 12. SEGMENT INFORMATION According to ASC 280, segment reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of a business about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. MILC businesses are organized, managed and internally reported as two reportable segments. The reportable segments are determined based on the difference in the product produced. The cannabis segment, MillCann, is focused on a sustainable approach to cannabis cultivation through Controlled Environmental Agriculture in the form of greenhouses, with operations in Colorado, Oklahoma, and Michigan. The carbon segment, MillCarbon, has developed a novel method for the sustainable production of activated carbon and has constructed a proof-of-concept pilot-scale plant in Kentucky to produce activated carbon from a waste stream generated by Bourbon distilleries. Information concerning the Company’s operations by reportable segment for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Year ended December 31, 2021 Cannabis Carbon Corporate Total Revenue 41,780 - - 41,780 Depreciation 12,137 - - 12,137 Impairment - 2,765,000 - 2,765,000 Government grant income - 137,700 - 137,700 Net loss (2,568,895 ) (3,857,355 ) (788,934 ) (7,215,184 ) Capital expenditures (278,093 ) (77,647 ) - (355,740 ) Identifiable assets 41,398,461 1,634,603 1,601,745 44,634,809 Year ended December 31, 2020 Cannabis Carbon Corporate Total Revenue - - - - Depreciation - - - - Impairment - 6,736,536 - 6,736,536 Government grant income - - - - Net income (loss) - (7,410,382 ) 914,588 (6,495,794 ) Capital expenditures - (647,883 ) - (647,883 ) Identifiable assets - 4,358,542 7,558,303 11,916,845 *Included in cost of goods sold on the statement of operations |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS On January 1, 2022, the Lease between WC and PW CO CanRE Walsenburg LLC, a subsidiary of Power REIT, was amended. Pursuant to the lease amendment, Power REIT is providing funding for additional budget items (the “Additional Items”) for the purpose of constructing and operating a Marijuana Infused Product manufacturing and processing facility (“MIP”). Simultaneous to the Lease Amendment, WC entered into a sublease (the “Sublease”) with Fifth Ace, LLC coterminous with the lease between Fifth Ace, LLC and PW CO CanRE Tam 7, a subsidiary of Power REIT. Pursuant to the Sublease, Fifth Ace, LLC has granted WC use of a portion of the property located at 7889 Tamarack Lane, Ordway, Colorado 81063 (the “MIP Area”) for the purpose of assembling the Additional Items and operating the constructed MIP. The straight-line rent pursuant to the Sublease is $ 120,497 per annum. During 2020, MILC announced that it was seeking to de-register as an Investment Company that is regulated under Investment Company Act of 1940 (the “1940 Act”) . (the “Deregistration Order”) On October 1, 2021, MILC filed an application with FINRA for approval to change its name to Millennium Sustainable Ventures Corp. MILC received approval for the name change effective February 11, 2022 as disclosed in a Form 8-K and Press Release issued on February 16, 2022. We believe the name change better reflects our focus on sustainable Controlled Environment Agriculture cultivation in greenhouses and the sustainable production of activated carbon. MILC, with a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People is focused on sustainable business practices. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of MILC include the accounts of the Company and its wholly-owned subsidiaries as follows: ● Millennium Carbon LLC ● Millennium HI Carbon LLC ● Millennium Cannabis, LLC ● Millennium HR LLC ● Marengo Cannabis LLC The following indirect subsidiaries are included in the accompanying consolidated financial statements: ● VinCann LLC VinCann LLC (“VC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann has invested in VC and receives a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 82.0 The following variable interest entities of MILC are also included in the accompanying consolidated financial statements: ● Walsenburg Cannabis LLC Walsenburg Cannabis LLC (“WC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann issued capital to WC in the form of a convertible loan for its business operations and MILC is in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it is contemplated that the loan will convert into a preferred equity interest in WC that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 83.5 All intercompany balances have been eliminated in consolidation. |
Investment in Equity Securities | Investment in Equity Securities Equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred to as the measurement alternative) or impairment. All gains and losses on equity securities, realized or unrealized, are recorded through gains or losses on equity securities on the consolidated statements of operations. On June 1, 2021, MILC sold its last remaining position in SMC Global. As of December 31, 2021, the Company did not own any equity securities. |
Loss per Common Share | Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, the computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive. The following table sets forth the computation of basic income (loss) per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Year Ended December 31, 2021 2020 Loss available to common Shareholders $ (7,215,184 ) $ (6,495,794 ) Weighted average shares 10,959,814 10,959,814 Basic loss per common share $ (0.66 ) $ (0.59 ) |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property, plant and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. The Company capitalizes property and leased equipment where the terms of the lease result in the transfer to the Company of substantially all of the benefits and risks of ownership of the equipment. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and equipment 5 Furniture and fixtures 5 Office equipment 5 Depreciation expense for the twelve months ended December 31, 2021 and 2020 was $ 12,137 and $ 0 , respectively. The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate their carrying amount may not be recoverable in accordance with FASB ASC Topic 360, Impairment or Disposal of Long-Lived Assets. 2,765,000 6,736,536 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, as amended by subsequently issued Accounting Standards Updates. This revenue standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. The recognition of revenue is determined by performing the following consecutive steps: ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Revenue from the direct sale of cannabis to customers for a fixed price is recognized when the Company transfers control of the good to the customer. |
Liquidity and Going Concern | Liquidity and Going Concern The Company’s objectives when managing its capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it can continue to provide returns to shareholders. ASU 205-40 – Presentation of Financial Statements – Going Concern requires management to evaluate an entity’s ability to continue as a going concern within one year after the date the financial statements are available for issuance. Specifically, management is required to evaluate whether the presence of adverse conditions or events, when considered individually and in the aggregate, raise substantial doubt about an entity’s ability to continue as a going concern. Substantial doubt exists when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are available for issuance. As of December 31, 2021, the Company had an accumulated deficit of $ 50,483,892 and negative working capital of $247,004 . Additionally, the Company had recurring losses and negative cashflow from operations. These adverse conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. Although the Company believes its cash available as of December 31, 2021 along with its other current assets and ability to secure additional debt and/or equity financing should be sufficient to fund operations and commitments for twelve months from the date of the filing of this Annual Report on Form 10-K, management has concluded the uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Fair Value | Fair Value Fair value represents 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. The Company measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ○ Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. ○ Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities. ○ Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk. The carrying amounts of the Company’s financial instruments, including cash, deposits, and accounts payable approximate fair value because of their relatively short-term maturities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Inventory | Inventory Costs incurred during the growing and cultivation process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and overhead used in the growing and cultivation processes. The Company capitalizes pre-harvest costs. Finished goods inventory is initially valued at cost and subsequently at the lower of cost and net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion, disposal and transportation for inventories in process. The Company periodically reviews its inventory and identifies that which is excess, slow moving or poor product quality by considering factors such as inventory levels and forecasted sales demand. Any identified excess, slow moving and poor-quality inventory is written down to its net realizable value through a charge to cost of goods sold. For the year end December 31, 2021 and 2020, $641,106 and $0, respectively were expensed through cost of goods sold related to impairment of inventory. |
Leases | Leases The Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. 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. We determine if an arrangement is a lease at inception. |
Paycheck Protection Program | Paycheck Protection Program U.S. GAAP does not contain authoritative accounting standards for forgivable loans provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on the facts and circumstances, the Company determined it most appropriate to account for the Paycheck Protection Program (“PPP”) loan proceeds as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. |
Variable Interest Entities | Variable Interest Entities The Company consolidates all variable interest entities in which it holds a variable interest and is the primary beneficiary of the entity. Generally, a variable interest entity (“VIE”) is a legal entity with one or more of the following characteristics: (a) the total at risk equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; (b) as a group the holders of the equity investment at risk lack any one of the following characteristics: (i) the power, through voting or similar rights, to direct the activities of the entity that most significantly impact its economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) some equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is required to consolidate the VIE and is the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party has the power to direct such activities; the amount and characteristics of Company’s interests and other involvements in the VIE; the obligation or likelihood for the Company or other investors to provide financial support to the VIE; and the similarity with and significance to the business activities of Company and the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of these VIEs and general market conditions. As of December 31, 2021, MILC has determined that Walsenburg Cannabis is a variable interest entity. |
Impact of New Accounting Standards | Impact of New Accounting Standards The Company has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a significant effect on the Company’s financial statements |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC INCOME (LOSS) PER SHARE | The following table sets forth the computation of basic income (loss) per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Year Ended December 31, 2021 2020 Loss available to common Shareholders $ (7,215,184 ) $ (6,495,794 ) Weighted average shares 10,959,814 10,959,814 Basic loss per common share $ (0.66 ) $ (0.59 ) |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES | Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and equipment 5 Furniture and fixtures 5 Office equipment 5 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment are recorded at cost, net of accumulated depreciation and impairment and is comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2021 2020 Machinery and Equipment $ 427,388 $ 2,904,497 Furniture and Fixtures 58,595 - Office Equipment 9,254 - Property, plant and equipment, gross 495,237 2,904,497 Less: accumulated depreciation (12,137 ) - Property and equipment, net $ 483,100 $ 2,904,497 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | The Company’s inventories include the following at December 31, 2021 and, 2020: SCHEDULE OF INVENTORIES December 31, 2021 2020 Raw Material: Grow Supplies $ 348,244 $ - Raw Material: Trim 228,909 - Raw Material: Flower 335,662 - Work in Progress: Trim 167,866 - Work in Progress: Flower 354,107 - Finished Goods: Trim 361,632 - Finished Goods: Flower 311,864 - $ 2,108,284 $ - |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF SALES OF SHARES | The following is a summary of the sales completed for the years ended December 31, 2021 and 2020 is: SUMMARY OF SALES OF SHARES Sale Date Shares Net Proceeds Price Per Share 6/30/2020 300,000 238,026 0.79 10/30/2020 170,000 124,048 0.73 11/9/2020 330,000 240,545 0.73 12/31/2020 371,000 274,189 0.74 2/17/2021 1,229,000 718,403 0.58 2/18/2021 1,500,000 876,628 0.58 2/23/2021 1,800,000 1,058,315 0.59 2/26/2021 704,690 405,108 0.57 5/19/2021 252,148 249,627 0.99 5/20/2021 200,000 196,000 0.98 5/21/2021 611,971 599,732 0.98 5/24/2021 508,834 498,657 0.98 5/25/2021 344,527 327,301 0.95 5/26/2021 190,000 174,801 0.92 5/27/2021 163,646 157,100 0.96 5/28/2021 322,319 299,757 0.93 6/1/2021 106,555 101,277 0.95 Total 9,104,690 $ 6,539,513 $ 0.72 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | As of December 31, 2021, the scheduled lease payments are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases Finance Leases 2022 $ 4,177,351 $ 6,529 2023 9,542,317 6,529 2024 9,475,286 6,529 2025 8,001,074 6,529 2026 4,281,548 4,353 Thereafter 77,435,863 - Total Lease Payments 112,913,439 30,469 Less: Imputed Interest 70,602,364 - Less: Interest - 598 $ 42,311,075 $ 29,871 |
SCHEDULE OF OPERATING LEASE COSTS | For the year ended December 31, 2021 and 2020, the operating lease costs were as follows: SCHEDULE OF OPERATING LEASE COSTS Years ended December 31, Total Operating Lease Expense 2021 2020 Operating Lease Expense (HI) $ 141,391 $ 131,831 Amortization of ROU assets - (HI) 49,310 58,872 Operating Lease Expense - Cannabis 1,683,762 - Amortization of ROU assets - Cannabis 463,722 - Total Operating Lease Expense $ 2,338,185 $ 190,703 |
SCHEDULE OF FINANCE LEASE EXPENSE | For the year ended December 31, 2021 and 2020, total finance lease expense was as follows: SCHEDULE OF FINANCE LEASE EXPENSE Years ended December 31, Total Finance Lease Expense 2021 2020 Finance Lease Expense $ 2,131 $ - Amortization of ROU assets 87 - Total Finance Lease Expense $ 2,218 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | The provision for income taxes is comprised of the following for the year ended December 31, 2021 and 2020: SCHEDULE OF PROVISION FOR INCOME TAXES The provision for income taxes consists of the following: December 31, 2021 December 31, 2020 Current Federal $ - $ - State and Local - - Total Current Tax Expense (Benefit) - - Deferred Federal (1,382,193 ) (2,051,611 ) State and Local (394,912 (586,175 ) Total Deferred Tax Expense (Benefit) (1,777,105 ) (2,637,786 ) Less Valuation Allowance Adjustment 1,777,105 2,637,786 Total Tax Expense (Benefit) - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes and consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2021 December 31, 2020 Deferred Tax Assets Net Unrealized Loss on Investments $ - $ 4,944,515 Impairment loss on Property, Plant and Equipment 2,565,415 1,818,864 Capital Loss Carry-forwards 7,484,194 2,710,674 Net Operating Loss Carry-forward 2,492,019 1,290,470 Total Deferred Tax Assets 12,541,628 10,764,523 Less:Valuation Allowance (12,541,628 ) (10,764,523 ) Net Deferred Taxes $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE | A reconciliation of the statutory United States federal tax rate to the Company’s effective income tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE December 31, 2021 December 31, 2020 Tax at Federal Statutory Rate 21.0 % 21.0 % Tax at State Rate Net of Federal Benefit 6.0 % 6.0 % Change in Valuation Allowance (27.0 )% (27.0 )% Provision for Taxes 0.0 % 0.0 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT | Information concerning the Company’s operations by reportable segment for the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Year ended December 31, 2021 Cannabis Carbon Corporate Total Revenue 41,780 - - 41,780 Depreciation 12,137 - - 12,137 Impairment - 2,765,000 - 2,765,000 Government grant income - 137,700 - 137,700 Net loss (2,568,895 ) (3,857,355 ) (788,934 ) (7,215,184 ) Capital expenditures (278,093 ) (77,647 ) - (355,740 ) Identifiable assets 41,398,461 1,634,603 1,601,745 44,634,809 Year ended December 31, 2020 Cannabis Carbon Corporate Total Revenue - - - - Depreciation - - - - Impairment - 6,736,536 - 6,736,536 Government grant income - - - - Net income (loss) - (7,410,382 ) 914,588 (6,495,794 ) Capital expenditures - (647,883 ) - (647,883 ) Identifiable assets - 4,358,542 7,558,303 11,916,845 *Included in cost of goods sold on the statement of operations |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment on property plant and equipment | $ 2,765,000 | $ 6,736,536 |
SCHEDULE OF BASIC INCOME (LOSS)
SCHEDULE OF BASIC INCOME (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Loss available to common Shareholders | $ (7,215,184) | $ (6,495,794) |
Weighted average shares | 10,959,814 | 10,959,814 |
Basic loss per common share | $ (0.66) | $ (0.59) |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation | $ 12,137 | $ 0 |
Impairment of property, plant and equipment - Millennium HI Carbon | 2,765,000 | 6,736,536 |
Retained Earnings (Accumulated Deficit) | 50,483,892 | $ 43,268,708 |
[custom:WorkingCapital-0] | $ 247,004 | |
VinCann LLC [Member] | MillCann [Member] | ||
Equity method investment, description | VinCann LLC (“VC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann has invested in VC and receives a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 82.0% ownership stake | |
Ownership percentage | 82.00% | |
Walsenburg Cannabis LLC [Member] | MillCann [Member] | ||
Equity method investment, description | Walsenburg Cannabis LLC (“WC”) is 100% consolidated into the financial statements of MILC as of December 31, 2021. MillCann issued capital to WC in the form of a convertible loan for its business operations and MILC is in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it is contemplated that the loan will convert into a preferred equity interest in WC that receives a full return of invested capital plus a 12.5% preferred return, after which MillCann has an 83.5% ownership stake | |
Ownership percentage | 83.50% |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 495,237 | $ 2,904,497 |
Less: accumulated depreciation | (12,137) | 0 |
Property and equipment, net | 483,100 | 2,904,497 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 427,388 | 2,904,497 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,595 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,254 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 12,137 | $ 0 |
Assets impairment loss | $ 2,765,000 | $ 6,736,536 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventory net | $ 2,108,284 | |
Grow Supplies [Member] | ||
Inventory [Line Items] | ||
Raw material | 348,244 | |
Trim [Member] | ||
Inventory [Line Items] | ||
Raw material | 228,909 | |
Work in Progress | 167,866 | |
Finished Goods | 361,632 | |
Flower [Member] | ||
Inventory [Line Items] | ||
Raw material | 335,662 | |
Work in Progress | 354,107 | |
Finished Goods | $ 311,864 |
SUMMARY OF SALES OF SHARES (Det
SUMMARY OF SALES OF SHARES (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares | shares | 9,104,690 |
Net Proceeds | $ | $ 6,539,513 |
Price Per Share | $ / shares | $ 0.72 |
Sale Date One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Jun. 30, 2020 |
Shares | shares | 300,000 |
Net Proceeds | $ | $ 238,026 |
Price Per Share | $ / shares | $ 0.79 |
Sale Date Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Oct. 30, 2020 |
Shares | shares | 170,000 |
Net Proceeds | $ | $ 124,048 |
Price Per Share | $ / shares | $ 0.73 |
Sale Date Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Nov. 9, 2020 |
Shares | shares | 330,000 |
Net Proceeds | $ | $ 240,545 |
Price Per Share | $ / shares | $ 0.73 |
Sale Date Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Dec. 31, 2020 |
Shares | shares | 371,000 |
Net Proceeds | $ | $ 274,189 |
Price Per Share | $ / shares | $ 0.74 |
Sale Date Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Feb. 17, 2021 |
Shares | shares | 1,229,000 |
Net Proceeds | $ | $ 718,403 |
Price Per Share | $ / shares | $ 0.58 |
Sale Date Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Feb. 18, 2021 |
Shares | shares | 1,500,000 |
Net Proceeds | $ | $ 876,628 |
Price Per Share | $ / shares | $ 0.58 |
Sale Date Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Feb. 23, 2021 |
Shares | shares | 1,800,000 |
Net Proceeds | $ | $ 1,058,315 |
Price Per Share | $ / shares | $ 0.59 |
Sale Date Eight [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Feb. 26, 2021 |
Shares | shares | 704,690 |
Net Proceeds | $ | $ 405,108 |
Price Per Share | $ / shares | $ 0.57 |
Sale Date Nine [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 19, 2021 |
Shares | shares | 252,148 |
Net Proceeds | $ | $ 249,627 |
Price Per Share | $ / shares | $ 0.99 |
Sale Date Ten [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 20, 2021 |
Shares | shares | 200,000 |
Net Proceeds | $ | $ 196,000 |
Price Per Share | $ / shares | $ 0.98 |
Sale Date Eleven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 21, 2021 |
Shares | shares | 611,971 |
Net Proceeds | $ | $ 599,732 |
Price Per Share | $ / shares | $ 0.98 |
Sale Date Twelve [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 24, 2021 |
Shares | shares | 508,834 |
Net Proceeds | $ | $ 498,657 |
Price Per Share | $ / shares | $ 0.98 |
Sale Date Thirteen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 25, 2021 |
Shares | shares | 344,527 |
Net Proceeds | $ | $ 327,301 |
Price Per Share | $ / shares | $ 0.95 |
Sale Date Fourteen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 26, 2021 |
Shares | shares | 190,000 |
Net Proceeds | $ | $ 174,801 |
Price Per Share | $ / shares | $ 0.92 |
Sale Date Fifteen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 27, 2021 |
Shares | shares | 163,646 |
Net Proceeds | $ | $ 157,100 |
Price Per Share | $ / shares | $ 0.96 |
Sale Date Sixteen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | May 28, 2021 |
Shares | shares | 322,319 |
Net Proceeds | $ | $ 299,757 |
Price Per Share | $ / shares | $ 0.93 |
Sale Date Seventeen [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sale Date | Jun. 1, 2021 |
Shares | shares | 106,555 |
Net Proceeds | $ | $ 101,277 |
Price Per Share | $ / shares | $ 0.95 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Sale of Stock, Number of Shares Issued in Transaction | 9,104,690 | |
Sale of Stock, Consideration Received on Transaction | $ 6,539,513 | |
SMC Global Securities [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | 7,933,690 | 1,171,000 |
Sale of Stock, Consideration Received on Transaction | $ 5,029,396 | $ 876,808 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease - 2022 | $ 4,177,351 |
Finance lease - 2022 | 6,529 |
Operating lease - 2023 | 9,542,317 |
Finance lease - 2023 | 6,529 |
Operating lease - 2024 | 9,475,286 |
Finance lease - 2024 | 6,529 |
Operating lease - 2025 | 8,001,074 |
Finance lease - 2025 | 6,529 |
Operating lease - 2026 | 4,281,548 |
Finance lease - 2026 | 4,353 |
Operating lease - Thereafter | 77,435,863 |
Finance lease - Thereafter | |
Total operating lease payments | 112,913,439 |
Total finance lease payments | 30,469 |
Operating lease - Less: Imputed Interest | 70,602,364 |
Finance lease - Less: Imputed Interest | |
Operating lease - Less: Interest | |
Finance lease - Less: Interest | 598 |
Operating lease liability | 42,311,075 |
Finance lease liability | $ 29,871 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Operating Lease Cost | $ 2,338,185 | $ 190,703 |
Millennium HI Carbon LLC [Member] | ||
Operating Lease Expense | 141,391 | 131,831 |
Amortization of ROU Asset | 49,310 | 58,872 |
Walsenburg Cannabis LLC [Member] | ||
Operating Lease Expense | 1,683,762 | |
Amortization of ROU Asset | $ 463,722 |
SCHEDULE OF FINANCE LEASE EXPEN
SCHEDULE OF FINANCE LEASE EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Finance Lease Expense | $ 2,131 | |
Amortization of ROU assets | 87 | |
Total Finance Lease Expense | $ 2,218 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 03, 2021 | Jun. 11, 2021 | May 21, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Operating lease liability | $ 42,311,075 | |||||||
MillCann [Member] | ||||||||
Lessee, Finance Lease, Term of Contract | 60 months | |||||||
Finance Lease, Weighted Average Discount Rate, Percent | 3.99% | |||||||
Walsenburg Cannabis LLC [Member] | MillCann [Member] | ||||||||
[custom:FinanceLeasePayments] | $ 14,757 | |||||||
VinCann LLC [Member] | MillCann [Member] | ||||||||
[custom:FinanceLeasePayments] | $ 14,757 | |||||||
HAWAII | ||||||||
Lease description | A ground lease located in Hawaii for the purpose of acquiring an activated carbon plant with 13.5 years remaining and three options to renew for an additional 10 years. | |||||||
Right-of-use asset | $ 1,353,880 | $ 1,403,190 | $ 1,462,062 | |||||
Operating lease liability | 2,564,445 | 2,424,254 | $ 1,462,062 | |||||
COLORADO | ||||||||
Lease description | An operating lease entered into on May 21, 2021 for land, greenhouses and auxiliary/processing facilities approved for cannabis cultivation located in Colorado with a 20-year term and two options to renew for an additional 5 years each. | |||||||
Right-of-use asset | 5,340,785 | $ 5,378,407 | 0 | |||||
Operating lease liability | 5,656,699 | $ 5,378,407 | 0 | |||||
Lessee, operating lease, remaining lease term | 19 years 5 months 4 days | |||||||
Lessee, operating lease, discount rate | 14.00% | |||||||
OKLAHOMA | ||||||||
Lease description | An operating lease entered into on June 11, 2021 for land, greenhouses and auxiliary/processing facilities approved for cannabis cultivation located in Oklahoma with a 20-year term and two options to renew for an additional 5 years each. | |||||||
Right-of-use asset | 3,651,231 | $ 3,679,216 | 0 | |||||
Operating lease liability | 3,944,391 | $ 3,679,216 | 0 | |||||
Lessee, operating lease, remaining lease term | 19 years 5 months 4 days | |||||||
Lessee, operating lease, discount rate | 14.00% | |||||||
MICHIGAN | ||||||||
Lease description | An operating lease entered into on September 3, 2021 for land, greenhouse and auxiliary/processing facilities approved for cannabis cultivation located in Michigan with a 20-year term and two options to renew for an additional 5 years. | |||||||
Right-of-use asset | 28,716,480 | 0 | ||||||
Operating lease liability | $ 30,145,540 | $ 29,114,595 | $ 0 | |||||
Lessee, operating lease, remaining lease term | 19 years 8 months 1 day | |||||||
Lessee, operating lease, discount rate | 14.00% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2013 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Common stock, shares authorized | 12,000,000 | 12,000,000 | |
Preferred stock, shares authorized | 5,000 | 5,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 10,959,814 | 10,959,814 | |
Shares buyback | 0 | ||
Board of Directors [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Common stock, shares authorized | 800,000 |
EQUITY AND LONG-TERM COMPENSA_2
EQUITY AND LONG-TERM COMPENSATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2021shares | |
Equity [Abstract] | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardGrantsInPeriod] | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 01, 2021 | Sep. 30, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
Repayments of Related Party Debt | $ 5,000 | |||
Due to Related Parties | $ 0 | |||
David Lesser [Member] | ||||
Repayments of Related Party Debt | 43,500 | |||
[custom:AccrualOfOnetime] | 15 | |||
Millennium HI Carbon LLC [Member] | ||||
Payment for Administrative Fees | $ 750 | |||
Millennium HI Carbon [Member] | ||||
Repayments of Related Party Debt | 750 | |||
Millennium Cannabis [Member] | ||||
Repayments of Related Party Debt | 1,250 | |||
MillCann [Member] | ||||
Repayments of Related Party Debt | $ 3,000 | |||
Morrison Cohen LLP [Member] | ||||
Legal Fees | $ 16,019 | $ 8,918 |
PAYCHECK PROTECTION PROGRAM (De
PAYCHECK PROTECTION PROGRAM (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
PPP loan liability | $ 137,700 | ||
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loans | $ 137,700 | ||
Debt interest rate | 1.00% | ||
Debt term | 18 years | ||
Forgiveness of debt | 137,700 | ||
PPP loan liability | $ 0 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State and Local | ||
Total Current Tax Expense (Benefit) | ||
Federal | (1,382,193) | (2,051,611) |
State and Local | (394,912) | (586,175) |
Total Deferred Tax Expense (Benefit) | (1,777,105) | (2,637,786) |
Less Valuation Allowance Adjustment | 1,777,105 | 2,637,786 |
Total Tax Expense (Benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Unrealized Loss on Investments | $ 4,944,515 | |
Impairment loss on Property, Plant and Equipment | 2,565,415 | 1,818,864 |
Capital Loss Carry-forwards | 7,484,194 | 2,710,674 |
Net Operating Loss Carry-forward | 2,492,019 | 1,290,470 |
Total Deferred Tax Assets | 12,541,628 | 10,764,523 |
Less:Valuation Allowance | (12,541,628) | (10,764,523) |
Net Deferred Taxes |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal Statutory Rate | 21.00% | 21.00% |
Tax at State Rate Net of Federal Benefit | 6.00% | 6.00% |
Change in Valuation Allowance | (27.00%) | (27.00%) |
Provisions for Taxes | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Tax Credit Carryforward [Line Items] | |
Operating Loss Carryforwards | $ 9,200,000 |
Operating Loss Carryforwards, Limitations on Use | The net operating loss carry forwards arising in tax years before 2018 generally may be carried forward for 20 years. Net operating losses arising in tax years ending after 2017 can be carried forward for five years |
Capital Loss Carryforward [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax Credit Carryforward, Amount | $ 27,700,000 |
SCHEDULE OF OPERATIONS BY REPOR
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 41,780 | |
Depreciation | 12,137 | 0 |
Impairment of property, plant and equipment - Millennium HI Carbon | 2,765,000 | 6,736,536 |
Government grant income | 137,700 | |
Net Loss | (7,215,184) | (6,495,794) |
Capital expenditures | (355,740) | (647,883) |
Identifiable assets | 44,634,809 | 11,916,845 |
Cannabis [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 41,780 | |
Depreciation | 12,137 | |
Impairment of property, plant and equipment - Millennium HI Carbon | ||
Government grant income | ||
Net Loss | (2,568,895) | |
Capital expenditures | (278,093) | |
Identifiable assets | 41,398,461 | |
Carbon [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation | ||
Impairment of property, plant and equipment - Millennium HI Carbon | 2,765,000 | 6,736,536 |
Government grant income | 137,700 | |
Net Loss | (3,857,355) | (7,410,382) |
Capital expenditures | (77,647) | (647,883) |
Identifiable assets | 1,634,603 | 4,358,542 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation | ||
Impairment of property, plant and equipment - Millennium HI Carbon | ||
Government grant income | ||
Net Loss | (788,934) | 914,588 |
Capital expenditures | ||
Identifiable assets | $ 1,601,745 | $ 7,558,303 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 01, 2022USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Payments for Rent | $ 120,497 |