Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 811-22156 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,999,814 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 12,141 | $ 1,130,609 |
Accounts receivable | 5,781 | |
Inventory - Millennium Cannabis | 114,991 | 1,123,010 |
Other current assets | 50,887 | 23,519 |
Current assets - held for sale | 4,097 | 530,630 |
Current assets - discontinued operations | 12,475 | 996,550 |
Total current assets | 194,591 | 3,810,099 |
Property, plant and equipment, net | 449,463 | 423,243 |
Other assets: | ||
Security deposits | 785,650 | 1,062,550 |
Right of use assets - Millennium Cannabis | 32,217,224 | 34,057,265 |
Right of use assets - finance leases | 14,919 | |
Other assets - held for sale | 1,320,084 | 1,358,880 |
Other assets - discontinued operations | 3,907,853 | |
Total assets | 34,967,012 | 44,634,809 |
Current liabilities: | ||
Accounts payable and accrued expenses | 212,085 | 134,137 |
Accounts payable - related party | 40,277 | |
Line of credit - related party, net of unamortized discount | 1,914,714 | |
Current portion of long-term debt | 737,814 | |
Lease liability - Millennium Cannabis | 2,482,649 | |
Lease liability - finance leases | 3,264 | |
Current liabilities - held for sale | 406,175 | 271,349 |
Current liabilities - discontinued operations | 1,042,304 | 543 |
Total current liabilities | 4,353,369 | 2,891,942 |
Long-term liabilities | ||
Lease liability - Millennium Cannabis | 37,763,830 | 33,319,590 |
Lease liability - finance leases | 11,676 | |
Long-term debt | 1,761,036 | |
Long-term liabilities - held for sale | 2,636,101 | 2,535,050 |
Long-term liabilities - discontinued operations | 3,959,322 | |
Total long-term liabilities | 42,160,967 | 39,825,638 |
Total Liabilities | 46,514,336 | 42,717,580 |
Common Stock; par value $0.0001 per share, 30,000,000 shares authorized, 10,999,814 shares issued and outstanding as of September 30, 2022 and 10,959,814 as of December 31, 2021 | 1,100 | 1,096 |
Paid-in capital | 53,033,117 | 52,400,025 |
Accumulated Deficit | (64,581,541) | (50,483,892) |
Total Equity (Deficit) | (11,547,324) | 1,917,229 |
Total Liabilities and Equity (Deficit) | $ 34,967,012 | $ 44,634,809 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 10,999,814 | 10,959,814 |
Common stock, shares outstanding | 10,999,814 | 10,959,814 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 128,000 | |||
Cost of goods sold | 904,726 | |||
Gross Loss | (776,726) | |||
Operating Expenses | ||||
General & administrative expenses | 456,613 | 580,347 | 1,229,417 | 968,683 |
Provision for tax receivable | 633,311 | |||
Professional fees | 44,018 | 42,095 | 129,286 | 106,248 |
Bad debt expense - related party | 1,505,898 | |||
Lease expense | 47,675 | 47,675 | 143,026 | 143,026 |
Total Operating Expenses | 1,828,292 | 1,209,638 | 7,125,173 | 2,451,541 |
Operating Loss | (1,828,292) | (1,209,638) | (7,901,899) | (2,451,541) |
Other Income (Expense) | ||||
Dividend income | 67,383 | |||
Interest income | 4 | 78 | 31 | 305 |
Other income | 8,296 | 146,179 | ||
Interest expense | (22,052) | (33,104) | ||
Total Other Income (Expense) | (22,048) | 78 | (24,777) | 213,867 |
Net Loss from Continuing Operations | (1,850,340) | (1,209,560) | (7,926,676) | (2,237,674) |
Loss from Discontinued Operations | (4,533,941) | (191,820) | (6,170,973) | (274,358) |
Net Loss | $ (6,384,281) | $ (1,401,380) | $ (14,097,649) | $ (2,512,032) |
Net loss per share from continuing operations - basic and diluted | $ (0.17) | $ (0.11) | $ (0.72) | $ (0.20) |
Net loss per share from discontinued operations - basic and diluted | $ (0.41) | $ (0.02) | $ (0.56) | $ (0.03) |
Weighted average share outstanding - basic and diluted | 10,993,292 | 10,959,814 | 10,970,973 | 10,959,814 |
Millennium Cannabis [Member] | ||||
Operating Expenses | ||||
Lease expense | $ 1,279,986 | $ 539,521 | $ 4,117,546 | $ 600,273 |
Millennium HI Carbon [Member] | ||||
Operating Expenses | ||||
Lease expense | $ 47,675 | $ 47,675 | $ 143,026 | $ 143,026 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,096 | $ 52,400,025 | $ (43,268,708) | $ 9,132,413 |
Beginning balance, shares at Dec. 31, 2020 | 10,959,814 | |||
Net Loss | (51,032) | (51,032) | ||
Ending balance, value at Mar. 31, 2021 | $ 1,096 | 52,400,025 | (43,319,740) | 9,081,381 |
Ending balance, shares at Mar. 31, 2021 | 10,959,814 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1,096 | 52,400,025 | (43,268,708) | 9,132,413 |
Beginning balance, shares at Dec. 31, 2020 | 10,959,814 | |||
Net Loss | (2,512,032) | |||
Ending balance, value at Sep. 30, 2021 | $ 1,096 | 52,400,025 | (45,780,740) | 6,620,381 |
Ending balance, shares at Sep. 30, 2021 | 10,959,814 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1,096 | 52,400,025 | (43,319,740) | 9,081,381 |
Beginning balance, shares at Mar. 31, 2021 | 10,959,814 | |||
Net Loss - continuing operations | (1,059,620) | (977,082) | ||
Ending balance, value at Jun. 30, 2021 | $ 1,096 | 52,400,025 | (44,379,360) | 8,021,761 |
Ending balance, shares at Jun. 30, 2021 | 10,959,814 | |||
Net Loss | (1,401,380) | |||
Net Loss - continuing operations | (1,209,560) | (1,209,560) | ||
Net Loss - discontinued operations | (191,820) | (191,820) | ||
Ending balance, value at Sep. 30, 2021 | $ 1,096 | 52,400,025 | (45,780,740) | 6,620,381 |
Ending balance, shares at Sep. 30, 2021 | 10,959,814 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1,096 | 52,400,025 | (50,483,892) | 1,917,229 |
Beginning balance, shares at Dec. 31, 2021 | 10,959,814 | |||
Net Loss | (3,096,275) | (3,096,275) | ||
Ending balance, value at Mar. 31, 2022 | $ 1,096 | 52,400,025 | (53,580,167) | (1,179,046) |
Ending balance, shares at Mar. 31, 2022 | 10,959,814 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1,096 | 52,400,025 | (50,483,892) | 1,917,229 |
Beginning balance, shares at Dec. 31, 2021 | 10,959,814 | |||
Net Loss | (14,097,649) | |||
Ending balance, value at Sep. 30, 2022 | $ 1,100 | 53,033,117 | (64,581,541) | (11,547,324) |
Ending balance, shares at Sep. 30, 2022 | 10,999,814 | |||
Beginning balance, value at Mar. 31, 2022 | $ 1,096 | 52,400,025 | (53,580,167) | (1,179,046) |
Beginning balance, shares at Mar. 31, 2022 | 10,959,814 | |||
Net Loss | (4,617,093) | (4,617,093) | ||
Ending balance, value at Jun. 30, 2022 | $ 1,096 | 52,400,025 | (58,197,260) | (5,796,139) |
Ending balance, shares at Jun. 30, 2022 | 10,959,814 | |||
Net Loss | (6,384,281) | |||
Net Loss - continuing operations | (1,850,340) | (1,850,340) | ||
Net Loss - discontinued operations | (4,533,941) | (4,533,941) | ||
Gain on forgiveness of related party debt | 623,565 | 623,565 | ||
Stock-based compensation | $ 4 | 9,527 | 9,531 | |
Stock-based compensation, shares | 40,000 | |||
Ending balance, value at Sep. 30, 2022 | $ 1,100 | $ 53,033,117 | $ (64,581,541) | $ (11,547,324) |
Ending balance, shares at Sep. 30, 2022 | 10,999,814 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss - continuing operations | $ (7,926,676) | $ (2,237,674) |
Net loss - discontinued operations | (6,170,973) | (274,358) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on PPP loan forgiveness | (137,700) | |
Stock-based compensation | 9,527 | |
Noncash operating lease expense - Millennium Cannabis | (4,215,400) | 447,063 |
Noncash finance lease expense | (58,371) | |
Bad Debt Expense | 1,505,898 | |
Depreciation expense - Millennium Cannabis | 21,489 | 1,956 |
Changes in operating assets and liabilities | ||
Accounts receivable | 5,771 | |
Inventory - Millennium Cannabis | 90,486 | (317,012) |
Accounts payable and accrued expenses | 79,309 | 6,566 |
Accounts payable - related party | 40,277 | |
Security deposits | (942,550) | |
Prepaids and other current and non current assets | (27,368) | (228,135) |
Net cash used in operating activities - continuing operations | (8,428,924) | (3,528,634) |
Net cash provided in operating activities - held for sale | 318,377 | 222,554 |
Net cash provided (used) in operating activities - discontinued operations | 1,932,248 | (422,699) |
Net cash used in operating activities | (6,178,299) | (3,728,779) |
Investing activities | ||
Disposal of property, plant and equipment | (208,340) | (354,849) |
Advances to prior related party | (347,369) | |
Proceeds from disposal of SMC Global Securities | 5,662,706 | |
Net cash (used) provided by investing activities - continuing operations | (555,709) | 5,307,857 |
Net cash (used) provided by investing activities - discontinued operations | 59,857 | (26,707) |
Net cash (used) provided by investing activities | (495,852) | 5,281,150 |
Financing activities | ||
Proceeds from loan from affiliate | 1,914,714 | |
Proceeds from current and non-current loan payable | 2,498,850 | |
Lease liability - finance leases | 58,460 | |
Net cash provided by financing activities - continuing operations | 4,472,024 | |
Net cash provided by financing activities - discontinued operations | 603,637 | |
Net cash provided by financing activities | 5,075,661 | |
Net (decrease) increase in cash | (1,598,490) | 1,552,371 |
Cash, beginning of period - continuing operations | 1,130,609 | 1,895,597 |
Cash, beginning of period - discontinued operations | 9,668 | |
Cash, beginning of period - held for sale | 483,014 | |
Total cash, beginning of period | 1,623,291 | 1,895,597 |
Cash, end of period - continuing operations | 12,141 | 3,447,968 |
Cash, end of period - discontinued operations | 12,475 | |
Cash, end of period - held for sale | 185 | |
Cash, end of period | 24,801 | 3,447,968 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 18,476 | |
Supplemental disclosure of noncash flow information: | ||
Initial recognition of right of use asset and lease liability | 38,172,218 | |
Millennium HI Carbon [Member] | ||
Changes in operating assets and liabilities | ||
Lease liability | ||
Millennium Cannabis [Member] | ||
Changes in operating assets and liabilities | ||
Lease liability | $ 8,217,107 | $ 153,210 |
GENERAL INFORMATION
GENERAL INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
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 currently focused on the “Triple Bottom Line” and a commitment to Profit, Planet and People and is currently focused on two business segments: - Sustainable cultivation of cannabis in greenhouses (currently not operational) - Sustainable production of Activated Carbon Greenhouse Cultivation of Cannabis Millennium Cannabis LLC (“MillCann”), our wholly owned subsidiary, is focused on a sustainable approach to cannabis cultivation through Controlled Environmental Agriculture (“CEA”) in the form of greenhouses. MillCann is currently focused on securing cannabis licensing for a 550,000 square foot greenhouse facility in Michigan that is leased from a subsidiary of Power REIT (NYSE AMEX: PW and PW.PRA) On September 9, 2021, a wholly owned subsidiary of MillCann, Marengo Cannabis LLC (“MC”) entered into a 20 556,416 We believe that once operational, this would be the largest cannabis cultivation facility in Michigan and one of the largest greenhouse cannabis cultivation facilities in the United States. We believe that given the scale of the project combined with the fact that it is a greenhouse will position MC, to compete very as a low-cost producer of high-quality cannabis. This is especially important as prices for cannabis in most markets have significantly compressed recently. As previously disclosed, cannabis licensing is delayed based on a lack of cooperation from Marengo Township where the property is located. As part of securing cannabis licenses from the Michigan Cannabis Regulatory Agency (“CRA”), a Certificate of Occupancy (“CO”) must be submitted where applicable. Pursuant to the Marengo Township zoning map, the Property is zoned Agricultural and was given a Marijuana Overlay, which according to the Marengo Township Ordinance does not change the underlying zoning. As such, the Property does not require a CO and the CRA agreed in writing to accept a simple two sentence letter (the “CO Letter”) as an alternative to providing a CO. PW Marengo pursued the agreed upon CO Letter from Marengo Township which was initially unwilling to cooperate which ultimately led to the initiation of two litigations against Marengo Township. After commencement of the litigation process, we ultimately secured the CO Letter from the Marengo Township Supervisor confirming that the property does not need a CO. The CO Letter is in the form that the CRA previously agreed to accept. Based on the receipt of the CO Letter, the CRA licensing process moved forward and on August 9, 2022, CRA performed a pre-licensure inspection and identified that no deficiencies existed. In addition to the CRA approval we received, we are required to secure the approval of the Michigan Bureau of Fire Services (“BFS”). Unfortunately, after receiving the CRA pre-approval for the property, the attorney for the Township sent an email to the CRA indicating the facility was not in compliance with the Township requirements. We continue to try to work with the Township to establish a path forward but will continue to pursue a parallel track in litigation including a court ordered mediation process. Despite having to withdraw the application to the CRA, we have been able to continue the process with the BFS. The process was fairly involved and required justifying the level of the hazards as reasonable for operation. On November 4, 2022, we received an approval of our plans from BFS which is subject to a final physical inspection which will take place once we are finalizing the license. On October 24, 2022, PW Marengo submitted an application to the Marengo Township Construction Board of Appeals (“CBA”) as another potential path towards the resolution of the dispute. The CBA is currently scheduled for November 21, 2022. In May 2021, MillCann made a loan to Walsenburg Cannabis, LLC (“WC”) 1,505,898 In June, 2021, MillCann committed to invest in a 9.35-acre property in Vinita, OK which has 40,000 100,000 During 2021, VC harvested and processed its first crops and sales began in the first quarter of 2022. 12.5 82.0 Activated Carbon 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 $ 2,765,000 3 3.2 MillCarbon is a wholly owned subsidiary that has developed a novel method for the sustainable production of biochar and activated carbon and has constructed a proof-of-concept pilot-scale plant in Kentucky. This project has proven that it can produce either biochar and/or activated carbon from a waste stream generated by bourbon distilleries (“Stillage”). The bourbon industry in Kentucky generates in excess of 1 Billion gallons of Stillage annually which represents a significant disposal and environmental problem. We believe our technology represents a sustainable approach to relative to traditional methods which include mining coal for the production of Activated Carbon which has a very high carbon footprint. The plant has now completed over 230 batches that have produced Activated Carbon, Biochar, and Horticultural Vinegar. MillCarbon believes it has proven itself at the pilot scale level and is evaluating scaling up the plant to process approximately 10 million gallons per year by making incremental investments. The experience with the expanded plant would allow us to evaluate the construction of a large-scale plant based on the technology it has developed. We also believe this process can be replicated to address disposal issues from other carbon dense waste streams. On October 1, 2021, MILC filed an application with FINRA for approval to change its name to Millennium Sustainable Ventures Corp and 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. 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”) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes included in our latest Annual Report on Form 10-K file with the SEC on March 15, 2022. 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 (wholly-owned subsidiary of Millennium Cannabis, LLC) All intercompany balances have been eliminated in consolidation. Walsenburg Cannabis LLC (“WC”) WC was previously accounted for as consolidated in the financial statements of MILC as a variable interest entity (“VIE”). MillCann had issued capital to WC in the form of a convertible loan for its business operations as MILC was in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it was contemplated that the loan would convert into a majority preferred equity interest in WC that would receive a full return of invested capital plus a 12.5% preferred return, after which MillCann would have an 83.5 1,505,898 Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, such as below, 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 loss per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Loss from Continuing Operations $ (1,850,340 ) $ (1,209,560 ) $ (7,926,676 ) $ (2,237,674 ) Loss from Discontinued Operations $ (4,533,941 ) $ (191,820 ) $ (6,170,973 ) $ (274,358 ) Net Loss $ (6,384,281 ) $ (1,401,380 ) $ (14,097,649 ) $ (2,512,032 ) Weighted average shares - basic 10,993,292 10,959,814 10,970,973 10,959,814 Dilutive effect of options - - - - Adjusted weighted average shares - diluted 10,993,292 10,959,814 10,970,973 10,959,814 Net loss per share from continuing operations - basic and diluted $ (0.17 ) $ (0.11 ) $ (0.72 ) $ (0.20 ) Net loss per share from discontinued operations - basic and diluted $ (0.41 ) $ (0.02 ) $ (0.56 ) $ (0.03 ) 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 Leasehold improvements are amortized over the shorter of the remaining term of the lease or the useful life of the improvement utilizing the straight-line method. Depreciation expense for the nine months ended September 30, 2022, and 2021 was $ 21,489 1,956 0 363 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. 53,556 202,087 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 September 30, 2022, the Company had an accumulated deficit of $ 64,581,541 4,158,778 1,925,060 Although the Company believes its cash available as of September 30, 2022, potential tax refunds from withholding taxes in India related to the sales of securities, and the potential for the sale of its Hawaii asset may be sufficient to fund operations and commitments for twelve months from the date of the filing of this Quarterly Report on Form 10-Q, however, 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. Indemnification Under MILC’s organizational structure and per the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to MILC. In addition, in the normal course of business, MILC enters into contracts with its vendors and others that provide for general indemnifications. MILC’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against MILC. However, based on experience, MILC expects that risk of loss to be remote. 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. During Q2 2022, we wrote off all inventory at WC and during Q3 2022 we wrote off all inventory at VC and Millennium Produce. As of September 30, 2022, MILC has $ 114,991 534,958 0 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. As of Q3 2022, the company has eliminated the accounting treatment for the leases for VC and Millennium Produce which are in default. Accounting for Discontinued Operations We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When an asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” The FASB has issued authoritative guidance that raises the threshold for disposals to qualify as discontinued operations. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. As of September 30, 2022, the following are considered discontinued operations and will be reported separately for the nine months ended September 30, 2022 and 2021: ● Millennium Produce of Nebraska LLC ● VinCann LLC On April 1, 2022, MILC announced that it was expanding its sustainable greenhouse cultivation activities by establishing its first food related operations. Capitalization of Millennium Produce was established from a $ 3 1.5 four-year 150,000 The environment for tomato cultivation has been challenging with supply chain problems and costs increasing but tomato prices staying relatively low. Millennium Produce successfully grew a significant crop of tomatoes and generated revenue during Q3 2022 but does not anticipate any further revenues during Q4 2022. In September 2022 the crop was terminated, the loan was placed into default and Millennium Produce ceased operations. VinCann LLC (“VC”) was previously accounted for as consolidated in the financial statements of MILC. MillCann invested in VC in the form of a preferred equity interest that would receive a full return of invested capital plus a 12.5 82.0 57,625 Assets and Liabilities Held for Sale Our Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and/or the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale, respectively, in our consolidated balance sheet. Refer to Note 7. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of VC and Millennium Produce. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented. 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 September 30, 2022, MILC does not have any entities that are considered a VIE. 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, December 31, 2022 2021 Machinery and Equipment $ 472,814 $ 393,314 Furniture and Fixtures 2,693 32,141 Office Equipment 916 6,773 Property, plant and equipment, gross 476,423 432,228 Less: accumulated depreciation (26,960 ) (8,985 ) Property and equipment, net of depreciation $ 449,463 $ 423,243 As of September 30, 2022, the Company’s Property, Plant and Equipment consisted of Activated Carbon production machinery and equipment at the MillCarbon pilot plant in Kentucky and machinery and equipment, furniture and fixtures and office equipment at MC. Property, plant and equipment as of September 30, 2022 included the HI asset that was never commercially operational and therefore did not incur a depreciation expense. Effective December 31, 2021, MILC determined to write off $ 2,765,000 21,489 1,956 0 363 53,556 202,087 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 4. INVENTORY The Company’s inventories include the following: SCHEDULE OF INVENTORIES Millennium Cannabis September 30, December 31, 2022 2021 Raw Material: Grow Supplies $ 114,991 $ 246,310 Work in Progress: Plants - 388,879 Finished Goods: Trim - 257,981 Finished Goods: Flower - 229,840 Inventory net $ 114,991 $ 1,123,010 During Q2 2022, we wrote off all inventory at WC and during Q3 2022 we wrote off all inventory at VC and Millennium Produce. As of September 30, 2022, MILC has $ 114,991 534,958 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 5. 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 September 30, 2022, the Company, through subsidiaries, has entered into four operating leases: ● A ground lease located in Hawaii for the purpose of acquiring an activated carbon plant with 12.67 years remaining and three options to renew for an additional 10 years. 1,462,062 1,315,084 1,353,880 2,667,775 2,564,445 ● 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. Due to a cash flow issues, rent payments were not made during the Q2 and Q3 of 2022 and the lease is in default. 176,000 ● An operating lease entered into on September 3, 2021, with a lease amendment on November 2, 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. 18.92 14 29,114,595 32,217,224 34,057,265 37,763,830 33,319,590 ● An operating lease entered into on April 1, 2022, for land, greenhouses and auxiliary/processing facilities focused on the cultivation of food crops located in Nebraska with a 10-year term. 193,000 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. As of September 30, 2022, MillCann no longer has any finance leases for equipment which was used within the operations of cultivating cannabis at WC and VC which have been eliminated from our accounting. As of September 30, 2022, the scheduled lease payments are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases 2022 (Three Months Remaining) $ - 2023 6,401,984 2024 8,535,979 2025 10,669,974 2026 3,910,411 Thereafter 72,880,512 Total Lease Payments 102,398,860 Less: Imputed Interest 64,635,030 $ 37,763,830 For the nine months ended September 30, 2022, and 2021, the operating lease costs were as follows: SCHEDULE OF OPERATING LEASE COSTS Nine Months Ended September 30, Total Operating Lease Expense 2022 2021 Operating Lease Expense (HI) - Amortization of ROU assets - (HI) Operating Lease Expense - Millennium Cannabis 3,948,734 190,449 Amortization of ROU assets - Millennium Cannabis 168,812 409,824 Total Operating Lease Expense $ 4,117,546 $ 600,273 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. Millennium Produce is currently subject to a lawsuit related to a $ 3 million non-recourse loan as well as from a company which provided contract labor. Millennium Produce also has other accounts payable that it currently cannot satisfy. These obligations are the responsibility of Millenniem Produce and are non-recourse to the Company. 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. |
DISCONTINUED OPERATONS
DISCONTINUED OPERATONS | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATONS | 6. DISCONTINUED OPERATONS VinCann LLC In June, 2021, MillCann committed to invest in a 9.35 40,000 100,000 Millennium Produce of Nebraska LLC On April 1, 2022, MILC announced that it was seeking to expand its sustainable greenhouse cultivation activities by establishing its first food related operations. Capitalization of Millennium Produce was established from a $ 3 1.5 four 150,000 The environment for tomato cultivation was challenging with supply chain problems and costs increasing but tomato prices staying relatively low. Millennium Produce successfully grew a significant crop of tomatoes and generated revenue during Q3 2022 but does not anticipate any further revenues during Q4 2022. In September 2022 the crop was terminated, the loan was placed into default and Millennium Produce ceased operations. A breakdown of the discontinued operations is presented as follows: SCHEDULE OF DISCONTINUED OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Vincann LLC Revenue $ 110,803 $ - $ 397,387 $ - Cost of goods sold 996,842 - 2,489,464 - Gross Loss (886,039 ) - (2,092,077 ) - Operating Expenses General & administrative expenses 31,488 66,180 104,977 106,838 Lease expense - Millennium Cannabis (OK) - 125,640 - 167,520 Total Operating Expenses 488,202 838,283 Net Operating Loss $ (917,527 ) $ (191,820 ) $ (2,197,054 ) $ (274,358 ) Millennium Produce LLC Revenue $ 741,342 $ - $ 741,342 $ - Cost of goods sold 3,577,987 - 3,577,987 - Gross Loss (2,836,645 ) - (2,836,645 ) - Operating Expenses General & administrative expenses 213,354 - 288,587 - Lease expense - Millennium Produce (NE) 274,848 - 549,696 - Total Operating Expenses 488,202 - 838,283 - Other Expense Interest expense 7,120 14,544 Total Other Income 7,120 - 14,544 - Net Operating Loss $ (3,331,967 ) $ - $ (3,689,472 ) $ - Aggregate net loss from discontinued operations (4,249,494 ) (191,820 ) (5,886,526 ) (274,358 ) Aggregate loss from discontinued operations (284,447 ) - (284,447 ) - Net Loss from Discontinued Operations $ (4,533,941 ) $ (191,820 ) $ (6,170,973 ) $ (274,358 ) Assets and liabilities of discontinued operations included the following: September 30, 2022 December 31, 2021 (Unaudited) Cash $ 12,475 $ 9,668 Inventory - Millennium Cannabis - 985,274 Other current assets - 1,608 Total current assets- discontinued operations 12,475 996,550 Property, plant and equipment - 59,857 Security deposits - 181,855 Right of use assets - Millennium Cannabis - 3,651,231 Right of use assets - finance leases - 14,910 Total other assets- discontinued operations - 3,907,853 Accounts payable and accrued expenses -discontinued operations 1,042,304 543 Total accounts payable and accrued expenses -discontinued operations 1,042,304 543 Lease liability - Millennium Cannabis - 3,944,391 Lease liability - finance leases - 14,931 Total long-term liabilities - discontinued operations - 3,959,322 |
ASSET HELD FOR SALE
ASSET HELD FOR SALE | 9 Months Ended |
Sep. 30, 2022 | |
Asset Held For Sale | |
ASSET HELD FOR SALE | 7. ASSET HELD FOR SALE We entered into an agreement in August, 2022 to sell our activated carbon plant in Hawaii. The Company has aggregated and classified the assets and liabilities of this business as held for sale in our Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. The assets and liabilities of businesses held for sale were as follows: SCHEDULE OF ASSET HELD FOR SALE September 30, 2022 December 31, 2021 (Unaudited) Cash $ 185 $ 483,014 Prepaid Insurance 3,912 47,616 Total current assets- held for sale 4,097 530,630 Security deposits 5,000 5,000 Right of use assets - Millennium HI Carbon 1,315,084 1,353,880 Total other assets- held for sale 1,320,084 1,358,880 Current liabilities Accounts payable and accrued expenses 374,501 241,954 Lease liability - Millennium HI Carbon 31,674 29,395 Total current liabilities - held for sale 406,175 271,349 Long-term liabilities Lease liability - Millennium HI Carbon 2,636,101 2,535,050 Total long-term liabilities - held for sale 2,636,101 2,535,050 |
LINE OF CREDIT _ AFFILIATE
LINE OF CREDIT – AFFILIATE | 9 Months Ended |
Sep. 30, 2022 | |
Line Of Credit Affiliate | |
LINE OF CREDIT – AFFILIATE | 8. LINE OF CREDIT – AFFILIATE The Company has entered into a credit facility with an affiliate of David H. Lesser, our Chairman and CEO on March 16, 2022, which provides cash to fund the capital needs of the company with a quarterly variable interest rate as determined by the Special Committee – Related Party Transactions of 0 5 7 9 16 December 31, 2022 1,914,714 1,925,060 10,346 0 33,104 0 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT On March 31, 2022, Millennium Produce secured a $ 3 1.5 four 2,498,849 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
COMMON STOCK | 10. COMMON STOCK The Company’s Certificate of Incorporation currently authorizes the issuance of 30,000,000 5,000 0.0001 10,999,814 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY AND LONG-TERM COMPENSATION | 11. EQUITY AND LONG-TERM COMPENSATION Securities Authorized for Issuance Under Equity Compensation Plans MILC’s 2021 Equity Incentive Plan (the “2021 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. Summary of Stock Based Compensation Activity – Options On July 15, 2022, the Company granted non-qualified stock options (“options”) to acquire 247,500 .50 10 The Company accounts for share-based payments using the fair value method. We recognize all share-based payments in our financial statements based on their grant date fair values and market closing price, calculated using the binomial option pricing model. The following assumptions were made to estimate fair value: SCHEDULE OF STOCK BASED COMPENSATION ACTIVITY OPTIONS Expected Volatility 114 Expected Dividend Yield 0 Expected Term (in years) 5.0 Risk Free Rate 2.66 Estimate of Forfeiture Rate 18.7 The Company uses historical data to estimate dividend yield and volatility and the “simplified method” as described in the SEC Staff Accounting Bulletin #110 to determine the expected term of the option grants. The risk-free interest rate for the expected term of the options is based on the U.S. treasury yield curve on the grant date. The Company does not have historical data of forfeiture, and as a policy, has used an appropriate estimate of the forfeiture rate in calculating unrecognized share-based compensation expense. Compensation expenses may be adjusted if the actual forfeiture rate differs from this assumption. The summary of stock-based compensation activity for the nine months ended September 30, 2022, with respect to the Trust’s stock options, is as follows: Summary of Activity - Options SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 - - - Plan Awards 247,500 $ 0.50 102,555 Options Exercised - - - Balance as of September 30, 2022 247,500 0.50 102,555 Options expected to vest September 30, 2022 13,750 0.50 5,697 Options exercisable as of September 30, 2022 13,750 0.50 5,697 The weighted average remaining term of the options is 9.79 Summary of Stock Based Compensation Activity – Restricted Stock On July 15, 2022, the Company granted 40,000 .50 The summary of stock-based compensation activity for the nine months ended September 30, 2022, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 - - Plan Awards 40,000 - Restricted Stock Vested (10,000 ) 0.22 Balance as of September 30, 2022 30,000 0.50 Stock-based Compensation During the nine months ended September 30, 2022, the Company recorded approximately $ 9,527 0 92,029 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. 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 5,000 750 1,250 3,000 15,000 45,000 15,000 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 nine months ended September 2022 and 2021, the Company paid $ 0 no As of September 30, 2022, MC has a long-term lease for a greenhouse cultivation property that is owned by a subsidiary of Power REIT (Ticker: PW and PW.PRA). David Lesser is the Chairman and CEO of both MILC and Power REIT. WC, previously consolidated into MILC financial reports as a VIE based on the investment structured as a loan which was, under certain circumstances, convertible into a majority ownership position by Millennium Cannabis, as of September 30, 2022, is not included in the condensed consolidated financial reports and a bad debt expense of $ 1,505,898 The Company has entered into a credit facility with an affiliate of David H. Lesser, our Chairman and CEO on March 16, 2022, which provides cash to fund the capital needs of the company with a quarterly variable interest rate as determined by the Special Committee – Related Party Transactions of 0 5 7 9 16 December 31, 2022 1,925,060 0 Given that a number of recent significant transactions are considered to be Related Party Transactions, the Board of Directors has established the Special Committee – Related Party Transactions. The purpose of this Special Committee is to approve all future transactions that can be considered Related Party Transactions. All such transactions will be presented to the Special Committee – Related Party Transactions which will then meet in an executive session to discuss the proposed transaction and ultimately vote on such transactions. The composition of the Special Committee will only include Independent Directors. The vote of a majority of the members of the Special Committee – Related Party Transactions will serve to approve transactions that are brought before the Special Committee – Related Party Transactions on behalf of the Board of Trustees. 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 13. 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. As of September 30, 2022, 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 cultivation segment, MillCann, is focused on a sustainable approach to cannabis cultivation through Controlled Environmental Agriculture (“CEA”) in the form of greenhouses and is seeking to finalize licensing for a 550,000 square foot greenhouse located in 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. The following information as of September 30, 2022 is presented net of discontinued operations. For more information see Note 6: Segment Reporting - Continuing Operations SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Cultivation Nine Months Ended September 30, 2022 Cannabis Carbon Corporate Total Revenue 128,000 - - 128,000 Depreciation (21,489 ) - - (21,489 ) Net loss of continuing operations (6,729,649 ) (675,485 ) (521,540 ) (7,926,674 ) Capital expenditures 59,787 119,090 - 178,877 Identifiable assets 33,250,133 1,660,205 56,674 34,967,012 Cultivation Nine Months Ended September 30, 2021 Cannabis Carbon Corporate Total Revenue - - - - Depreciation (1,956 ) - - (1,956 ) Net loss of continuing operations (960,219 ) (600,877 ) (676,578 ) (2,237,674 ) Capital expenditures 34,025 242,062 - 276,087 Identifiable assets 39,847,611 4,607,634 3,476,954 47,932,199 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On November 4, 2022, MILC received notification of a tax refund from India for taxes withheld related to prior sales of securities and is currently working to finalize receipt of the proceeds. The amount is approximately $ 500,000 750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes included in our latest Annual Report on Form 10-K file with the SEC on March 15, 2022. |
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 (wholly-owned subsidiary of Millennium Cannabis, LLC) All intercompany balances have been eliminated in consolidation. Walsenburg Cannabis LLC (“WC”) WC was previously accounted for as consolidated in the financial statements of MILC as a variable interest entity (“VIE”). MillCann had issued capital to WC in the form of a convertible loan for its business operations as MILC was in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it was contemplated that the loan would convert into a majority preferred equity interest in WC that would receive a full return of invested capital plus a 12.5% preferred return, after which MillCann would have an 83.5 1,505,898 |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. In periods where the Company has a net loss, such as below, 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 loss per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Loss from Continuing Operations $ (1,850,340 ) $ (1,209,560 ) $ (7,926,676 ) $ (2,237,674 ) Loss from Discontinued Operations $ (4,533,941 ) $ (191,820 ) $ (6,170,973 ) $ (274,358 ) Net Loss $ (6,384,281 ) $ (1,401,380 ) $ (14,097,649 ) $ (2,512,032 ) Weighted average shares - basic 10,993,292 10,959,814 10,970,973 10,959,814 Dilutive effect of options - - - - Adjusted weighted average shares - diluted 10,993,292 10,959,814 10,970,973 10,959,814 Net loss per share from continuing operations - basic and diluted $ (0.17 ) $ (0.11 ) $ (0.72 ) $ (0.20 ) Net loss per share from discontinued operations - basic and diluted $ (0.41 ) $ (0.02 ) $ (0.56 ) $ (0.03 ) |
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 Leasehold improvements are amortized over the shorter of the remaining term of the lease or the useful life of the improvement utilizing the straight-line method. Depreciation expense for the nine months ended September 30, 2022, and 2021 was $ 21,489 1,956 0 363 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. 53,556 202,087 |
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 September 30, 2022, the Company had an accumulated deficit of $ 64,581,541 4,158,778 1,925,060 Although the Company believes its cash available as of September 30, 2022, potential tax refunds from withholding taxes in India related to the sales of securities, and the potential for the sale of its Hawaii asset may be sufficient to fund operations and commitments for twelve months from the date of the filing of this Quarterly Report on Form 10-Q, however, 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. |
Indemnification | Indemnification Under MILC’s organizational structure and per the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to MILC. In addition, in the normal course of business, MILC enters into contracts with its vendors and others that provide for general indemnifications. MILC’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against MILC. However, based on experience, MILC expects that risk of loss to be remote. |
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. During Q2 2022, we wrote off all inventory at WC and during Q3 2022 we wrote off all inventory at VC and Millennium Produce. As of September 30, 2022, MILC has $ 114,991 534,958 0 |
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. As of Q3 2022, the company has eliminated the accounting treatment for the leases for VC and Millennium Produce which are in default. |
Accounting for Discontinued Operations | Accounting for Discontinued Operations We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When an asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” The FASB has issued authoritative guidance that raises the threshold for disposals to qualify as discontinued operations. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. As of September 30, 2022, the following are considered discontinued operations and will be reported separately for the nine months ended September 30, 2022 and 2021: ● Millennium Produce of Nebraska LLC ● VinCann LLC On April 1, 2022, MILC announced that it was expanding its sustainable greenhouse cultivation activities by establishing its first food related operations. Capitalization of Millennium Produce was established from a $ 3 1.5 four-year 150,000 The environment for tomato cultivation has been challenging with supply chain problems and costs increasing but tomato prices staying relatively low. Millennium Produce successfully grew a significant crop of tomatoes and generated revenue during Q3 2022 but does not anticipate any further revenues during Q4 2022. In September 2022 the crop was terminated, the loan was placed into default and Millennium Produce ceased operations. VinCann LLC (“VC”) was previously accounted for as consolidated in the financial statements of MILC. MillCann invested in VC in the form of a preferred equity interest that would receive a full return of invested capital plus a 12.5 82.0 57,625 |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale Our Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and/or the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale, respectively, in our consolidated balance sheet. Refer to Note 7. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of VC and Millennium Produce. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented. |
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 September 30, 2022, MILC does not have any entities that are considered a VIE. |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC INCOME (LOSS) PER SHARE | The following table sets forth the computation of basic loss per share: SCHEDULE OF BASIC INCOME (LOSS) PER SHARE Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Loss from Continuing Operations $ (1,850,340 ) $ (1,209,560 ) $ (7,926,676 ) $ (2,237,674 ) Loss from Discontinued Operations $ (4,533,941 ) $ (191,820 ) $ (6,170,973 ) $ (274,358 ) Net Loss $ (6,384,281 ) $ (1,401,380 ) $ (14,097,649 ) $ (2,512,032 ) Weighted average shares - basic 10,993,292 10,959,814 10,970,973 10,959,814 Dilutive effect of options - - - - Adjusted weighted average shares - diluted 10,993,292 10,959,814 10,970,973 10,959,814 Net loss per share from continuing operations - basic and diluted $ (0.17 ) $ (0.11 ) $ (0.72 ) $ (0.20 ) Net loss per share from discontinued operations - basic and diluted $ (0.41 ) $ (0.02 ) $ (0.56 ) $ (0.03 ) |
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) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, December 31, 2022 2021 Machinery and Equipment $ 472,814 $ 393,314 Furniture and Fixtures 2,693 32,141 Office Equipment 916 6,773 Property, plant and equipment, gross 476,423 432,228 Less: accumulated depreciation (26,960 ) (8,985 ) Property and equipment, net of depreciation $ 449,463 $ 423,243 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | The Company’s inventories include the following: SCHEDULE OF INVENTORIES Millennium Cannabis September 30, December 31, 2022 2021 Raw Material: Grow Supplies $ 114,991 $ 246,310 Work in Progress: Plants - 388,879 Finished Goods: Trim - 257,981 Finished Goods: Flower - 229,840 Inventory net $ 114,991 $ 1,123,010 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases 2022 (Three Months Remaining) $ - 2023 6,401,984 2024 8,535,979 2025 10,669,974 2026 3,910,411 Thereafter 72,880,512 Total Lease Payments 102,398,860 Less: Imputed Interest 64,635,030 $ 37,763,830 |
SCHEDULE OF OPERATING LEASE COSTS | For the nine months ended September 30, 2022, and 2021, the operating lease costs were as follows: SCHEDULE OF OPERATING LEASE COSTS Nine Months Ended September 30, Total Operating Lease Expense 2022 2021 Operating Lease Expense (HI) - Amortization of ROU assets - (HI) Operating Lease Expense - Millennium Cannabis 3,948,734 190,449 Amortization of ROU assets - Millennium Cannabis 168,812 409,824 Total Operating Lease Expense $ 4,117,546 $ 600,273 |
DISCONTINUED OPERATONS (Tables)
DISCONTINUED OPERATONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | A breakdown of the discontinued operations is presented as follows: SCHEDULE OF DISCONTINUED OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Vincann LLC Revenue $ 110,803 $ - $ 397,387 $ - Cost of goods sold 996,842 - 2,489,464 - Gross Loss (886,039 ) - (2,092,077 ) - Operating Expenses General & administrative expenses 31,488 66,180 104,977 106,838 Lease expense - Millennium Cannabis (OK) - 125,640 - 167,520 Total Operating Expenses 488,202 838,283 Net Operating Loss $ (917,527 ) $ (191,820 ) $ (2,197,054 ) $ (274,358 ) Millennium Produce LLC Revenue $ 741,342 $ - $ 741,342 $ - Cost of goods sold 3,577,987 - 3,577,987 - Gross Loss (2,836,645 ) - (2,836,645 ) - Operating Expenses General & administrative expenses 213,354 - 288,587 - Lease expense - Millennium Produce (NE) 274,848 - 549,696 - Total Operating Expenses 488,202 - 838,283 - Other Expense Interest expense 7,120 14,544 Total Other Income 7,120 - 14,544 - Net Operating Loss $ (3,331,967 ) $ - $ (3,689,472 ) $ - Aggregate net loss from discontinued operations (4,249,494 ) (191,820 ) (5,886,526 ) (274,358 ) Aggregate loss from discontinued operations (284,447 ) - (284,447 ) - Net Loss from Discontinued Operations $ (4,533,941 ) $ (191,820 ) $ (6,170,973 ) $ (274,358 ) Assets and liabilities of discontinued operations included the following: September 30, 2022 December 31, 2021 (Unaudited) Cash $ 12,475 $ 9,668 Inventory - Millennium Cannabis - 985,274 Other current assets - 1,608 Total current assets- discontinued operations 12,475 996,550 Property, plant and equipment - 59,857 Security deposits - 181,855 Right of use assets - Millennium Cannabis - 3,651,231 Right of use assets - finance leases - 14,910 Total other assets- discontinued operations - 3,907,853 Accounts payable and accrued expenses -discontinued operations 1,042,304 543 Total accounts payable and accrued expenses -discontinued operations 1,042,304 543 Lease liability - Millennium Cannabis - 3,944,391 Lease liability - finance leases - 14,931 Total long-term liabilities - discontinued operations - 3,959,322 |
ASSET HELD FOR SALE (Tables)
ASSET HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Asset Held For Sale | |
SCHEDULE OF ASSET HELD FOR SALE | SCHEDULE OF ASSET HELD FOR SALE September 30, 2022 December 31, 2021 (Unaudited) Cash $ 185 $ 483,014 Prepaid Insurance 3,912 47,616 Total current assets- held for sale 4,097 530,630 Security deposits 5,000 5,000 Right of use assets - Millennium HI Carbon 1,315,084 1,353,880 Total other assets- held for sale 1,320,084 1,358,880 Current liabilities Accounts payable and accrued expenses 374,501 241,954 Lease liability - Millennium HI Carbon 31,674 29,395 Total current liabilities - held for sale 406,175 271,349 Long-term liabilities Lease liability - Millennium HI Carbon 2,636,101 2,535,050 Total long-term liabilities - held for sale 2,636,101 2,535,050 |
EQUITY AND LONG-TERM COMPENSA_2
EQUITY AND LONG-TERM COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK BASED COMPENSATION ACTIVITY OPTIONS | The following assumptions were made to estimate fair value: SCHEDULE OF STOCK BASED COMPENSATION ACTIVITY OPTIONS Expected Volatility 114 Expected Dividend Yield 0 Expected Term (in years) 5.0 Risk Free Rate 2.66 Estimate of Forfeiture Rate 18.7 |
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY | SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2021 - - - Plan Awards 247,500 $ 0.50 102,555 Options Exercised - - - Balance as of September 30, 2022 247,500 0.50 102,555 Options expected to vest September 30, 2022 13,750 0.50 5,697 Options exercisable as of September 30, 2022 13,750 0.50 5,697 |
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY | The summary of stock-based compensation activity for the nine months ended September 30, 2022, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2021 - - Plan Awards 40,000 - Restricted Stock Vested (10,000 ) 0.22 Balance as of September 30, 2022 30,000 0.50 Stock-based Compensation During the nine months ended September 30, 2022, the Company recorded approximately $ 9,527 0 92,029 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT | SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT Cultivation Nine Months Ended September 30, 2022 Cannabis Carbon Corporate Total Revenue 128,000 - - 128,000 Depreciation (21,489 ) - - (21,489 ) Net loss of continuing operations (6,729,649 ) (675,485 ) (521,540 ) (7,926,674 ) Capital expenditures 59,787 119,090 - 178,877 Identifiable assets 33,250,133 1,660,205 56,674 34,967,012 Cultivation Nine Months Ended September 30, 2021 Cannabis Carbon Corporate Total Revenue - - - - Depreciation (1,956 ) - - (1,956 ) Net loss of continuing operations (960,219 ) (600,877 ) (676,578 ) (2,237,674 ) Capital expenditures 34,025 242,062 - 276,087 Identifiable assets 39,847,611 4,607,634 3,476,954 47,932,199 |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 09, 2021 ft² | Jun. 30, 2021 ft² | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Provision for bad debts written off | $ 1,505,898 | |||||
Impairment charges | $ 2,765,000 | |||||
Millennium HI Carbon [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Purchase price of carbon plant | 3,000,000 | |||||
Increase in purchase price of carbon plant | $ 3,200,000 | |||||
Millennium Cannabis [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Leasing description | MillCann is currently focused on securing cannabis licensing for a 550,000 square foot greenhouse facility in Michigan that is leased from a subsidiary of Power REIT (NYSE AMEX: PW and PW.PRA) | |||||
Provision for bad debts written off | $ 1,505,898 | |||||
Preferred return percentage | 12.50% | |||||
Millennium Cannabis [Member] | Ownership Stake [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership percentage | 82% | |||||
Millennium Cannabis [Member] | Green House Cultivation Facility [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Lessee Operating lease term of contract | 20 years | |||||
Area of land | ft² | 556,416 | |||||
Millennium Cannabis [Member] | Green House and Related Space [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Area of land | ft² | 40,000 | 40,000 | ||||
Millennium Cannabis [Member] | Outdoor Growing [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Area of land | ft² | 100,000 | 100,000 | ||||
Millennium HI Carbon [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Impairment charges | $ 2,765,000 |
SCHEDULE OF BASIC INCOME (LOSS)
SCHEDULE OF BASIC INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | |||||||
Net Loss from Continuing Operations | $ (1,850,340) | $ (1,209,560) | $ (7,926,676) | $ (2,237,674) | |||
Loss from Discontinued Operations | (4,533,941) | (191,820) | (6,170,973) | (274,358) | |||
Net Loss | $ (6,384,281) | $ (4,617,093) | $ (3,096,275) | $ (1,401,380) | $ (51,032) | $ (14,097,649) | $ (2,512,032) |
Weighted average shares - basic | 10,993,292 | 10,959,814 | 10,970,973 | 10,959,814 | |||
Dilutive effect of options | |||||||
Adjusted weighted average shares - diluted | 10,993,292 | 10,959,814 | 10,970,973 | 10,959,814 | |||
Net loss per share from continuing operations - basic and diluted | $ (0.17) | $ (0.11) | $ (0.72) | $ (0.20) | |||
Net loss per share from discontinued operations - basic and diluted | $ (0.41) | $ (0.02) | $ (0.56) | $ (0.03) |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
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 ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Provision for bad debts written off | $ 1,505,898 | |||||||
Depreciation from continuing operations | 21,489 | 1,956 | ||||||
Depreciation expense for discontinued operations | 0 | 363 | ||||||
Impairment charge write off for discontinued operations | $ 2,765,000 | |||||||
Accumulated deficit | $ 64,581,541 | 64,581,541 | 50,483,892 | |||||
Negative working capital | 4,158,778 | 4,158,778 | ||||||
Due to affiliate | 1,914,714 | 1,914,714 | ||||||
Raw materials inventory | 114,991 | 114,991 | ||||||
Impairment of inventory for discontinued operations | 534,958 | 0 | ||||||
Non-recourse loan amount | 2,498,849 | 2,498,849 | ||||||
Line of Credit [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Due to affiliate | $ 1,925,060 | 1,925,060 | ||||||
VinCann LLC [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment charge write off for discontinued operations | 53,556 | 53,556 | ||||||
Millennium Produce [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment charge write off for discontinued operations | $ 202,087 | $ 202,087 | ||||||
MillCann [Member] | Walsenburg Cannabis LLC [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Equity method investment, description | Walsenburg Cannabis LLC (“WC”) WC was previously accounted for as consolidated in the financial statements of MILC as a variable interest entity (“VIE”). MillCann had issued capital to WC in the form of a convertible loan for its business operations as MILC was in the process of obtaining regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it was contemplated that the loan would convert into a majority preferred equity interest in WC that would receive a full return of invested capital plus a 12.5% preferred return, after which MillCann would have an 83.5% ownership stake | |||||||
MillCann [Member] | Walsenburg Cannabis LLC [Member] | Ownership Stake [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership percentage | 83.50% | 83.50% | ||||||
Millennium Cannabis [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Provision for bad debts written off | $ 1,505,898 | |||||||
Raw materials inventory | $ 114,991 | $ 114,991 | ||||||
Preferred return percentage | 12.50% | 12.50% | ||||||
Charges to write-off investment | $ 57,625 | |||||||
Millennium Cannabis [Member] | Ownership Stake [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Ownership percentage | 82% | 82% | ||||||
Millennium Cannabis [Member] | Walsenburg Cannabis LLC [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Provision for bad debts written off | $ 1,505,898 | |||||||
Millennium Produce [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Non-recourse loan amount | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||
Fixed interest rate | 1.50% | 1.50% | ||||||
Term of Interest rate | 4 years | |||||||
Millennium Produce [Member] | Furniture and Fixtures [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Loan collateral amount | $ 150,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 476,423 | $ 432,228 |
Less: accumulated depreciation | (26,960) | (8,985) |
Property and equipment, net of depreciation | 449,463 | 423,243 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 472,814 | 393,314 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,693 | 32,141 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 916 | $ 6,773 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
PPE wrote off amount | $ 2,765,000 | ||
Depreciation from continuing operations | $ 21,489 | $ 1,956 | |
Depreciation expense for discontinued operations | 0 | 363 | |
VinCann LLC [Member] | |||
PPE wrote off amount | 53,556 | 53,556 | |
Millennium Produce [Member] | |||
PPE wrote off amount | $ 202,087 | $ 202,087 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory net | $ 114,991 | $ 1,123,010 |
Millennium Cannabis [Member] | ||
Inventory [Line Items] | ||
Inventory net | 114,991 | 1,123,010 |
Millennium Cannabis [Member] | Grow Supplies [Member] | ||
Inventory [Line Items] | ||
Raw Material: Grow Supplies | 114,991 | 246,310 |
Millennium Cannabis [Member] | Plant [Member] | ||
Inventory [Line Items] | ||
Work in Progress: Plants | 388,879 | |
Millennium Cannabis [Member] | Trim [Member] | ||
Inventory [Line Items] | ||
Finished Goods: Flower | 257,981 | |
Millennium Cannabis [Member] | Flower [Member] | ||
Inventory [Line Items] | ||
Finished Goods: Flower | $ 229,840 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Raw materials inventory | $ 114,991 | |
Impairment of inventory for discontinued operations | 534,958 | $ 0 |
Millennium Cannabis [Member] | ||
Raw materials inventory | $ 114,991 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (Three Months Remaining) | |
2023 | 6,401,984 |
2024 | 8,535,979 |
2025 | 10,669,974 |
2026 | 3,910,411 |
Thereafter | 72,880,512 |
Total Lease Payments | 102,398,860 |
Less: Imputed Interest | 64,635,030 |
Operating lease liability, Total | $ 37,763,830 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Past Due [Line Items] | ||
Total Operating Lease Expense | $ 4,117,546 | $ 600,273 |
HAWAII | ||
Financing Receivable, Past Due [Line Items] | ||
Operating Lease Expense - Millennium Cannabis | ||
MICHIGAN | ||
Financing Receivable, Past Due [Line Items] | ||
Operating Lease Expense - Millennium Cannabis | 3,948,734 | 190,449 |
Amortization of ROU assets - Millennium Cannabis | $ 168,812 | $ 409,824 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Apr. 01, 2022 | Sep. 03, 2021 | Jun. 11, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jan. 01, 2020 | |
Financing Receivable, Past Due [Line Items] | ||||||||
Operating lease liability | $ 37,763,830 | |||||||
Operating lease, right-of-use asset | 32,217,224 | $ 34,057,265 | ||||||
Secured Debt | 2,498,849 | |||||||
Millennium Produce [Member] | ||||||||
Financing Receivable, Past Due [Line Items] | ||||||||
Secured Debt | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||
HAWAII | ||||||||
Financing Receivable, Past Due [Line Items] | ||||||||
Lessee, operating lease, description | A ground lease located in Hawaii for the purpose of acquiring an activated carbon plant with 12.67 years remaining and three options to renew for an additional 10 years. | |||||||
Operating lease liability | $ 2,667,775 | 2,564,445 | $ 1,462,062 | |||||
Operating lease, right-of-use asset | 1,315,084 | 1,353,880 | ||||||
OKLAHOMA | ||||||||
Financing Receivable, Past Due [Line Items] | ||||||||
Lessee, operating 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. Due to a cash flow issues, rent payments were not made during the Q2 and Q3 of 2022 and the lease is in default. | |||||||
Security deposit | 176,000 | |||||||
MICHIGAN | ||||||||
Financing Receivable, Past Due [Line Items] | ||||||||
Lessee, operating lease, description | An operating lease entered into on September 3, 2021, with a lease amendment on November 2, 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. | |||||||
Operating lease liability | 37,763,830 | 33,319,590 | $ 29,114,595 | |||||
Operating lease, right-of-use asset | 32,217,224 | $ 34,057,265 | ||||||
Lessee operating lease remaining lease term | 18 years 11 months 1 day | |||||||
Lessee, operating lease, discount rate | 14% | |||||||
NEBRASKA | ||||||||
Financing Receivable, Past Due [Line Items] | ||||||||
Lessee, operating lease, description | An operating lease entered into on April 1, 2022, for land, greenhouses and auxiliary/processing facilities focused on the cultivation of food crops located in Nebraska with a 10-year term. | |||||||
Security deposit | $ 193,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss from Discontinued Operations | $ (4,533,941) | $ (191,820) | $ (6,170,973) | $ (274,358) | |
Cash | 12,475 | 12,475 | $ 9,668 | ||
Inventory - Millennium Cannabis | 985,274 | ||||
Other current assets | 1,608 | ||||
Total current assets- discontinued operations | 12,475 | 12,475 | 996,550 | ||
Property, plant and equipment | 59,857 | ||||
Security deposits | 181,855 | ||||
Right of use assets - Millennium Cannabis | 3,651,231 | ||||
Right of use assets - finance leases | 14,910 | ||||
Total other assets- discontinued operations | 3,907,853 | ||||
Accounts payable and accrued expenses -discontinued operations | 1,042,304 | 1,042,304 | 543 | ||
Total accounts payable and accrued expenses -discontinued operations | 1,042,304 | 1,042,304 | 543 | ||
Lease liability - Millennium Cannabis | 3,944,391 | ||||
Lease liability - finance leases | 14,931 | ||||
Total long-term liabilities - discontinued operations | $ 3,959,322 | ||||
VinCann LLC [Member] | |||||
Revenue | 110,803 | 397,387 | |||
Cost of goods sold | 996,842 | 2,489,464 | |||
Gross Loss | (886,039) | (2,092,077) | |||
General & administrative expenses | 31,488 | 66,180 | 104,977 | 106,838 | |
Lease expense - Millennium Produce (NE) | 125,640 | 167,520 | |||
Net Operating Loss | (917,527) | (191,820) | (2,197,054) | (274,358) | |
Millennium Produce LLC [Member] | |||||
Revenue | 741,342 | 741,342 | |||
Cost of goods sold | 3,577,987 | 3,577,987 | |||
Gross Loss | (2,836,645) | (2,836,645) | |||
General & administrative expenses | 213,354 | 288,587 | |||
Lease expense - Millennium Produce (NE) | 274,848 | 549,696 | |||
Total Operating Expenses | 488,202 | 838,283 | |||
Net Operating Loss | (3,331,967) | (3,689,472) | |||
Interest expense | 7,120 | 14,544 | |||
Total Other Income | 7,120 | 14,544 | |||
Loss from Discontinued Operations | (4,249,494) | (191,820) | (5,886,526) | (274,358) | |
Aggregate loss from discontinued operations | (284,447) | (284,447) | |||
Net Loss from Discontinued Operations | $ (4,533,941) | $ (191,820) | $ (6,170,973) | $ (274,358) |
DISCONTINUED OPERATONS (Details
DISCONTINUED OPERATONS (Details Narrative) | Apr. 01, 2022 USD ($) | Sep. 30, 2022 USD ($) ft² | Mar. 31, 2022 USD ($) | Jun. 30, 2021 ft² |
Non-recourse loan | $ | $ 2,498,849 | |||
Millennium Cannabis [Member] | Green House and Related Space [Member] | ||||
Square feet | ft² | 40,000 | 40,000 | ||
Millennium Cannabis [Member] | Outdoor Growing [Member] | ||||
Square feet | ft² | 100,000 | 100,000 | ||
Millennium Produce [Member] | ||||
Non-recourse loan | $ | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |
Fixed interest rate | 1.50% | 1.50% | ||
Term of Interest rate | 4 years | |||
Millennium Produce [Member] | Furniture and Fixtures [Member] | ||||
Loan collateral amount | $ | $ 150,000 | |||
VinCann LLC [Member] | ||||
Square feet | ft² | 9.35 |
SCHEDULE OF ASSET HELD FOR SALE
SCHEDULE OF ASSET HELD FOR SALE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Asset Held For Sale | ||||
Cash | $ 185 | $ 483,014 | ||
Prepaid Insurance | 3,912 | 47,616 | ||
Total current assets- held for sale | 4,097 | 530,630 | ||
Security deposits | 5,000 | 5,000 | ||
Right of use assets - Millennium HI Carbon | 1,315,084 | 1,353,880 | ||
Total other assets- held for sale | 1,320,084 | 1,358,880 | ||
Accounts payable and accrued expenses | 374,501 | 241,954 | ||
Lease liability - Millennium HI Carbon | 31,674 | 29,395 | ||
Total current liabilities - held for sale | 406,175 | 271,349 | ||
Lease liability - Millennium HI Carbon | 2,636,101 | 2,535,050 | ||
Total long-term liabilities - held for sale | $ 2,636,101 | $ 2,535,050 |
LINE OF CREDIT _ AFFILIATE (Det
LINE OF CREDIT – AFFILIATE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Credit facility, interest rate during period | 16% | ||||||
Credit facility maturity | Dec. 31, 2022 | ||||||
Amount drawn on credit facility | $ 1,925,060 | $ 1,925,060 | $ 0 | ||||
Capitalized debt cost | 10,346 | 10,346 | |||||
Accrued interest | 33,104 | 33,104 | 0 | ||||
Maximum [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amount drawn on credit facility | $ 1,914,714 | $ 1,914,714 | $ 1,925,060 | ||||
David H. Lesser [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Credit facility, interest rate during period | 9% | 7% | 5% | 0% | 0% |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Apr. 01, 2022 | |
Non-recourse loan amount | $ 2,498,849 | ||
Millennium Produce [Member] | |||
Non-recourse loan amount | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 |
Fixed interest rate | 1.50% | 1.50% | |
Debt instrument, term | 4 years |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 3 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2013 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Common stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares authorized | 5,000 | 5,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 10,999,814 | 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 |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION ACTIVITY OPTIONS (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Expected volatility | 114% |
Dividend yield | 0% |
Expected term, in years | 5 years |
Risk-free interest rate | 2.66% |
Estimate of Forfeiture Rate | 18.70% |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Beginning balance | shares | |
Weighted Average Exercise Price, Beginning balance | |
Aggregate intrinsic value, Beginning balance | $ | |
Number of Options, Plan Awards | shares | 247,500 |
Weighted Average Exercise Price, Plan Awards | $ 0.50 |
Aggregate intrinsic value, plan awards | $ 102,555 |
Number of Options, Options Exercised | shares | |
Weighted Average Exercise Price, Options Exercised | |
Number of Options, Ending balance | shares | 247,500 |
Weighted Average Exercise Price, Ending balance | $ 0.50 |
Number of Options, Vest, Ending balance | shares | 13,750 |
Weighted Average Exercise Price, Vest, Ending balance | $ 0.50 |
Number of Options, Exercisable , Ending balance | shares | 13,750 |
Weighted Average Exercise Price, Exercisable , Ending balance | $ 0.50 |
Share-Based Payment Arrangement [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Aggregate intrinsic value, Ending balance | $ | $ 102,555 |
Aggregate intrinsic value, Vest, Ending balance | $ | 5,697 |
Aggregate intrinsic value, Exercisable, Ending balance | $ | $ 5,697 |
SCHEDULE OF SHARE BASED COMPE_2
SCHEDULE OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares Restricted Stock, Beginning balance | ||
Weighted Average Grant Date Fair Value, Beginning balance | ||
Number of Shares Restricted Stock, Plan Awards | 40,000 | |
Weighted Average Grant Date Fair Value, Plan Awards | ||
Number of Shares Restricted Stock, Restricted Stock Vested | (10,000) | |
Weighted Average Grant Date Fair Value, Restricted Stock Vested | $ 0.22 | |
Number of Shares Restricted Stock, Ending balance | 30,000 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 0.50 |
EQUITY AND LONG-TERM COMPENSA_3
EQUITY AND LONG-TERM COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | ||
Jul. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Weighted average remaining term | 9 years 9 months 14 days | ||
Non-cash expense related to restricted stock and options granted | $ 9,527 | ||
Unrecognized share-based compensation expense | 92,029 | ||
Restricted Stock [Member] | Independent Trustees [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Share based compensation stock options grants | 40,000 | ||
Share-Based Payment Arrangement [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Non-cash expense related to restricted stock and options granted | $ 9,527 | $ 0 | |
Options Held [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Share based compensation stock options grants | 247,500 | ||
Shares issued price per share | $ 0.50 | ||
Share based compensation stock options grants | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 01, 2021 | Sep. 30, 2016 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | $ 5,000 | |||||||||
Due to related partied current and non current | $ 0 | $ 0 | ||||||||
Provision for bad debts written off | $ 1,505,898 | |||||||||
Credit facility interest rate | 16% | |||||||||
Line of credit facility, maturity date | Dec. 31, 2022 | |||||||||
Amount drawn on credit facility | $ 1,925,060 | $ 1,925,060 | $ 0 | |||||||
David H. Lesser [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Credit facility interest rate | 9% | 7% | 5% | 0% | 0% | |||||
David H. Lesser [Member] | Forecast [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Credit facility interest rate | 9% | |||||||||
Millennium Cannabis [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Provision for bad debts written off | $ 1,505,898 | |||||||||
David Lesser [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | $ 15,000 | 45,000 | ||||||||
Millennium HI Carbon LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Administrative fees | $ 750 | |||||||||
Millennium HI Carbon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | 750 | |||||||||
Millennium Cannabis [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | 1,250 | |||||||||
MillCann [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | $ 3,000 | |||||||||
Morrison Cohen LLP [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Legal Fees | $ 0 | $ 0 |
SCHEDULE OF OPERATIONS BY REPOR
SCHEDULE OF OPERATIONS BY REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 128,000 | ||||
Depreciation | 21,489 | 1,956 | |||
Depreciation | (21,489) | (1,956) | |||
Net loss from continuing operations | (7,926,674) | (2,237,674) | |||
Capital expenditures | 178,877 | 276,087 | |||
Identifiable assets | 34,967,012 | 47,932,199 | 34,967,012 | 47,932,199 | $ 44,634,809 |
Cultivation Cannabis [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 128,000 | ||||
Depreciation | (21,489) | (1,956) | |||
Depreciation | 21,489 | 1,956 | |||
Net loss from continuing operations | (6,729,649) | (960,219) | |||
Capital expenditures | 59,787 | 34,025 | |||
Identifiable assets | 33,250,133 | 39,847,611 | 33,250,133 | 39,847,611 | |
Carbon [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Depreciation | |||||
Depreciation | |||||
Net loss from continuing operations | (675,485) | (600,877) | |||
Capital expenditures | 119,090 | 242,062 | |||
Identifiable assets | 1,660,205 | 4,607,634 | 1,660,205 | 4,607,634 | |
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Depreciation | |||||
Depreciation | |||||
Net loss from continuing operations | (521,540) | (676,578) | |||
Capital expenditures | |||||
Identifiable assets | $ 56,674 | $ 3,476,954 | $ 56,674 | $ 3,476,954 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Nov. 04, 2022 USD ($) |
Subsequent Event [Line Items] | |
Accrued income taxes | $ 500,000 |
Income Tax Refund | $ 750,000 |