Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Oct. 11, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53832 | |
Entity Registrant Name | MALACHITE INNOVATIONS, INC. | |
Entity Central Index Key | 0001438943 | |
Entity Tax Identification Number | 75-3268988 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 200 Park Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Cleveland | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44122 | |
City Area Code | (216) | |
Local Phone Number | 304-6556 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | MLCT | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,116,814 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 1,866,289 | $ 38,343 |
Accounts receivable | 616,507 | |
Unbilled receivables | 230,929 | |
Due from shareholder | 250,000 | |
Prepaid expenses | 884 | 3,884 |
Total current assets | 2,964,609 | 42,227 |
Long-term Assets | ||
Operating lease asset | 119,939 | |
Equipment, net of accumulated depreciation | 1,680,438 | |
Goodwill | 751,421 | |
Deposits | 8,892 | 8,692 |
Total long-term assets | 2,560,690 | 8,692 |
Total Assets | 5,525,299 | 50,919 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 548,740 | 82,560 |
Current portion of long-term debt | 392,708 | |
Line of credit | 850,000 | 350,000 |
Total current liabilities | 1,791,448 | 432,560 |
Long-term Debt | ||
Long-term debt, net of current portion | 865,674 | |
Operating lease liability | 119,939 | |
Notes payable | 271,039 | |
Total long-term debt | 1,256,652 | |
Total liabilities | 3,048,100 | 432,560 |
Stockholders’ Equity (Deficit) | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 76,450,147 and 51,450,147 shares issued and outstanding, as of 6/30/22 and 12/31/21, respectively | 76,450 | 51,450 |
Additional paid-in-capital | 52,432,587 | 48,707,587 |
Accumulated deficit | (50,031,838) | (49,140,678) |
Total stockholders’ equity (deficit) | 2,477,199 | (381,641) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 5,525,299 | $ 50,919 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 76,450,147 | 51,450,147 |
Common stock, shares outstanding | 76,450,147 | 51,450,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 639,359 | $ 639,359 | ||
Cost of services | 574,407 | 574,407 | ||
Gross profit | 64,952 | 64,952 | ||
Operating expenses: | ||||
General and administrative | 380,326 | 514,437 | 698,267 | 1,101,635 |
Research and development | 107,823 | 97,812 | 233,553 | 168,449 |
Total operating expenses | 488,149 | 612,249 | 931,820 | 1,270,084 |
Loss from operations | (423,197) | (612,249) | (866,868) | (1,270,084) |
Other income (expense): | ||||
Gain on extinguishment of liabilities | 296,653 | |||
Interest expense | (19,989) | (24,292) | ||
Other income | 14 | 565 | ||
Total other income (expenses), net | (19,989) | 14 | (24,292) | 297,218 |
Net loss | $ (443,186) | $ (612,235) | $ (891,160) | $ (972,866) |
Basic and diluted loss per common share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 65,406,191 | 50,700,147 | 58,466,722 | 50,700,147 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 50,840 | $ 48,127,953 | $ (47,067,078) | $ 1,111,715 |
Balance, shares at Dec. 31, 2020 | 50,840,147 | |||
Net loss | (972,866) | (972,866) | ||
Cancellation of common shares | $ (140) | 140 | ||
Cancellation of common shares, shares | (140,000) | |||
Fair value of vested stock options | 158,849 | 158,849 | ||
Balance at Jun. 30, 2021 | $ 50,700 | 48,286,942 | (48,039,944) | 297,698 |
Balance, shares at Jun. 30, 2021 | 50,700,147 | |||
Balance at Mar. 31, 2021 | $ 50,840 | 48,240,263 | (47,427,709) | 863,394 |
Balance, shares at Mar. 31, 2021 | 50,840,147 | |||
Net loss | (612,235) | (612,235) | ||
Cancellation of common shares | $ (140) | 140 | ||
Cancellation of common shares, shares | (140,000) | |||
Fair value of vested stock options | 46,539 | 46,539 | ||
Balance at Jun. 30, 2021 | $ 50,700 | 48,286,942 | (48,039,944) | 297,698 |
Balance, shares at Jun. 30, 2021 | 50,700,147 | |||
Balance at Dec. 31, 2021 | $ 51,450 | 48,707,587 | (49,140,678) | (381,641) |
Balance, shares at Dec. 31, 2021 | 51,450,147 | |||
Shares issued for cash | $ 20,000 | 2,980,000 | 3,000,000 | |
Shares issued for cash, shares | 20,000,000 | |||
Shares issued in exchange for Range | $ 5,000 | 745,000 | 750,000 | |
Shares issued in exchange for Range, shares | 5,000,000 | |||
Net loss | (891,160) | (891,160) | ||
Balance at Jun. 30, 2022 | $ 76,450 | 52,432,587 | (50,031,838) | 2,477,199 |
Balance, shares at Jun. 30, 2022 | 76,450,147 | |||
Balance at Mar. 31, 2022 | $ 51,450 | 48,707,587 | (49,588,652) | (829,615) |
Balance, shares at Mar. 31, 2022 | 51,450,147 | |||
Shares issued for cash | $ 20,000 | 2,980,000 | 3,000,000 | |
Shares issued for cash, shares | 20,000,000 | |||
Shares issued in exchange for Range | $ 5,000 | 745,000 | 750,000 | |
Shares issued in exchange for Range, shares | 5,000,000 | |||
Net loss | (443,186) | (443,186) | ||
Balance at Jun. 30, 2022 | $ 76,450 | $ 52,432,587 | $ (50,031,838) | $ 2,477,199 |
Balance, shares at Jun. 30, 2022 | 76,450,147 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (891,160) | $ (972,866) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of vested stock options | 158,849 | |
Gain on extinguishment of liabilities | (296,653) | |
Operating lease expense | 22,817 | |
Depreciation | 55,392 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 273,412 | |
Unbilled receivables | (230,929) | |
Interest accrued but not paid | 2,789 | |
Due from shareholder | (250,000) | |
Prepaid expense | 3,000 | 13,195 |
Deposits | (200) | 16,455 |
Accounts payable and accrued liabilities | 192,628 | (38,638) |
Operating lease liability | (23,194) | |
Net cash used in operating activities | (845,068) | (1,120,035) |
Cash flows from investing activities: | ||
Cash acquired in acquisition of Range Environmental Resources | 15,827 | |
Equipment purchases | (1,107,833) | |
Cash paid for acquisition of Range Environmental Resources | (750,000) | |
Net cash used in investing activities | (1,842,006) | |
Cash flows from financing activities: | ||
Issuance of shares for cash | 3,000,000 | |
Proceeds from long-term debt | 1,015,020 | |
Proceeds from line of credit | 500,000 | |
Net cash provided by financing activities | 4,515,020 | |
Net increase (decrease) in cash | 1,827,946 | (1,120,035) |
Cash and cash equivalents - beginning of period | 38,343 | 1,441,471 |
Cash and cash equivalents - end of period | 1,866,289 | 321,436 |
Supplemental disclosure of cash flow information: | ||
Interest | 21,503 | |
Stock issued for acquisition | 750,000 | |
Income taxes |
BUSINESS OPERATIONS AND SUMMARY
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Malachite Innovations, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007. Originally founded in 2007 as Legend Mining Inc., the Company began operations as a mineral extraction exploration business. In 2011, the Company changed its name to Stevia First Corp. and pursued a new strategy focused on developing stevia-based additives for the food and beverage industry. In 2015, the Company changed its name to Vitality Biopharma, Inc. and pursued a new strategy focused on developing cannabinoid-based prodrugs anticipated to treat inflammatory conditions of the gastrointestinal tract by unlocking the therapeutic properties of cannabinoids but without their unwanted psychoactive side effects. In October 2021, the Company changed its name to Malachite Innovation, Inc. and reorganized its corporate structure and created the following two wholly-owned operating subsidiaries: (i) Graphium Biosciences, Inc., a Nevada corporation (“Graphium”), into which the Company contributed all of its drug development assets; and (ii) Daedalus Ecosciences, Inc., a Nevada corporation (“Daedalus”). Graphium plans to focus its business activities on the health and wellness of people, with a particular focus on advancing our broad portfolio of over 100 glycosylated cannabinoid prodrugs. Daedalus plans to focus its business activities on the health and wellness of the planet through ESG investments, with a particular focus on deploying technological innovations and eco-friendly solutions to remedy difficult environmental situations in economically challenged communities. In May 2022, Daedalus acquired Range Environmental Resources, Inc., a West Virginia corporation (“Range Environmental”) and Range Natural Resources, Inc., a West Virginia corporation (“Range Natural” and together with Range Environmental, the “Range Entities”). The Range Entities provide land reclamation, water restoration and environmental consulting services to mining and non-mining customers throughout the Appalachian region with the goal of returning land to pre-mining conditions or repurpose the land for natural, commercial, agricultural or recreational use. The Range Entities’ water restoration services seek to improve rivers, streams and discharges through novel and innovative treatment applications to help customers meet their various regulatory standards and requirements. The Range Entities also provide environmental consulting services to customers typically in connection with land reclamation and water restoration projects and as an additional value-add service, sells water treatment chemicals manufactured by third parties to their customers. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company incurred a net loss of $ 891,160 845,068 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate as of June 30, 2022, we had sufficient funds to operate the business for 18 months given our cash balance of $ 1,866,289 150,000 Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned direct subsidiaries, Graphium Biosciences, Inc., Daedalus Ecosciences, Inc., and Vitality Healthtech, Inc. (dissolved in May 2021), and its wholly-owned indirect subsidiaries, Range Environmental Resources, Inc. and Range Natural Resources, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. The more significant estimates and assumptions by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, and accruals for potential liabilities. Actual results could differ from those estimates. Revenue Recognition The Company applies the following standards and recognizes revenue when (1) services have been provided pursuant to an agreed-upon equipment and labor hourly rate sheet or a fixed amount for a project, (2) products have been shipped to and accepted by the customer, and (3) amounts are reasonably assured of collection, including the consideration of the customer’s ability and intention to pay when the amount is due. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company’s performance obligations are satisfied at the point in time when the services are performed or when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at the end of each fiscal period reflected in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and, therefore, no Equipment Equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF EQUIPMENT June 30, 2022 December 31, 2021 Equipment $ 1,680,438 $ - Depreciation expense $ 55,392 $ - The Company provides for depreciation of equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year The Company assesses the recoverability of its property, plant, and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. Fair Value of Financial Instruments FASB ASC 825 “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Leases FASB ASC 842 “Leases” requires the Company to determine whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on FASB ASC 718 “Compensation-Stock Compensation” whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2022 December 31, 2021 Options 6,752,544 6,882,544 Warrants 20,646,668 646,668 Total 27,399,212 7,529,212 Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. Segments As of October 1, 2021, we began operating under two In accordance with FASB ASC 280 “Segment Reporting”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
ACQUISITION OF RANGE ENVIRONMEN
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES | 2. ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES In May 2022, the Company and its wholly-owned subsidiary, Daedalus Ecosciences, Inc., entered into a Share Purchase Agreement with Range Environmental Resources, Inc. (“Range Environmental”), and Range Natural Resources, Inc. (“Range Natural”, and collectively with Range Environmental, the “Range Entities”), and the two (2) shareholders of the Range Entities (the “Range Shareholders”) (the “Share Purchase Agreement”), under which the Company issued a total of 10,000,000 1,000,000 80% Subsequent to entering into the Share Purchase Agreement, the Company discovered that Joshua Justice, one of the Range Shareholders (“Justice”), made certain misrepresentations in the Share Purchase Agreement. On July 12, 2022, the Company entered into a Separation Agreement, by and among the Company, Daedalus Ecosciences, the Range Entities, and Justice and his spouse (the “Separation Agreement”) pursuant to which Justice: a) acknowledged that his employment with the Range Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Entities Subsequently, on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the other Range Shareholder (“Starks”), entered into a share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”) pursuant to which Starks agreed to exchange his 10% common stock ownership of the Range Entities for 10% of the Cash Dividends and Sale Proceeds (as both terms are defined in the Starks Agreement) of the Range Entities, as a result of which, the Range Entities are now wholly-owned subsidiaries of Daedalus Ecosciences and the Range Entities are reported as wholly-owned indirect subsidiaries of the Company in the financial statements made part of this Form 10-Q. No other changes were made to the consideration received by Mr. Starks as part of the Share Purchase Agreement and he remains as President of each of the Range Entities. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired are set forth below. The allocation of the purchase price is based on management’s estimates. SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed (785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 3. GOODWILL Goodwill increased to $ 751,421 no value of the Range Entities’ brand reputation, customer base and employee relations SCHEDULE OF GOODWILL June 30, 2022 December 31, 2021 ESG Operations Segment: Beginning Balance $ - $ - Acquisitions 751,421 - Adjustments - - Ending Balance $ 751,421 $ - |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
EQUITY | 4. EQUITY Issuance of Common Stock and Warrants In May 2022, the Company entered into two securities purchase agreements providing for the issuance and sale by the Company of (i) 20,000,000 0.15 20,000,000 0.60 3,000,000 In May 2022, the Company purchased 90% 5,000,000 |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 5. STOCK OPTIONS A summary of the Company’s stock option activity during the six months ended June 30, 2022 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Balance outstanding at December 31, 2021 6,882,544 $ 0.69 Granted - - Exercised - - Expired (130,000 ) 1.00 Cancelled - - Balance outstanding at June 30, 2022 6,752,544 $ 0.68 Balance exercisable at June 30, 2022 6,752,544 $ 0.68 A summary of the Company’s stock options outstanding and exercisable as of June 30, 2022 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, June 30, 2022 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 607,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 6,752,544 Options Exercisable, June 30, 2022 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 607,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 6,752,544 There is no 6,752,544 no |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
WARRANTS | 6. WARRANTS A summary of warrants to purchase common stock during the six months ended June 30, 2022 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2021 646,668 $ 0.93 Granted 20,000,000 0.60 Exercised - - Expired/Cancelled - - Balance outstanding and exercisable at June 30, 2022 20,646,668 $ 0.61 At June 30, 2022, the 20,646,668 no |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 7. NOTES PAYABLE Range Environmental was granted a loan (the “PPP loan”) from United Bank for $ 109,435 The PPP loan matures on March 9, 2023 1% On August 19, 2022, Range Environmental received notice that the U.S. Small Business Administration (“SBA”) had reviewed the forgiveness application of Range Environmental’s PPP loan and provided forgiveness of the entire principal of the PPP loan plus accrued interest. On June 17, 2020, Range Environmental was granted an SBA Disaster Loan in the amount of $ 150,000 3.75% On September 14, 2022, the Company paid the entire balance due on this loan of $ 162,575 12,575 The following notes payable are outstanding as of June 30, 2022: SCHEDULE OF NOTES PAYABLE PPP loan $ 109,435 SBA Disaster Loan 161,604 Total notes payable $ 271,039 |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Jun. 30, 2022 | |
Line Of Credit | |
LINE OF CREDIT | 8. LINE OF CREDIT In November 2021, the Company obtained an unsecured revolving line of credit with a bank with a limit of $ 1,000,000 November 30, 2022 1% 850,000 |
EQUITY LINE
EQUITY LINE | 6 Months Ended |
Jun. 30, 2022 | |
Equity Line | |
EQUITY LINE | 9. EQUITY LINE In August 2021, the Company entered into a $ 5,000,000 5,000,000 the Company may submit, from time to time, notices obligating Triton to purchase shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or Triton has purchased the $5,000,000 of shares pursuant to the equity line transaction 4,830,050 |
GAIN ON EXTINGUISHMENT OF ADVAN
GAIN ON EXTINGUISHMENT OF ADVANCE | 6 Months Ended |
Jun. 30, 2022 | |
Gain On Extinguishment Of Advance | |
GAIN ON EXTINGUISHMENT OF ADVANCE | 10. GAIN ON EXTINGUISHMENT OF ADVANCE In July 2018, the Company received a payment from a third party in the amount of $ 296,653 296,653 |
LONG-TERM DEBT OBLIGATIONS
LONG-TERM DEBT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT OBLIGATIONS | 11. LONG-TERM DEBT OBLIGATIONS Long-term debt consists of debt on vehicles and equipment, which serves as the collateral. Interest rates range from 3.69% 8.99% 2022. The debt matures from 2022 through 2028 1,258,382 392,708 865,674 A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2022 (due between 7/1/22 and 6/30/23) $ 392,708 2023 (due between 7/1/23 and 6/30/24) 412,913 2024 (due between 7/1/24 and 6/30/25) 392,231 2025 (due between 7/1/25 and 6/30/26) 38,076 2026 (due between 7/1/26 and 6/30/27) 19,977 2027 and later (due on or after 7/1/27) 2,477 Total long-term debt $ 1,258,382 |
OPERATING LEASE
OPERATING LEASE | 6 Months Ended |
Jun. 30, 2022 | |
Operating Lease | |
OPERATING LEASE | 12. OPERATING LEASE The Company has an operating lease agreement for one piece of equipment leased by Range Environmental Resources with a remaining lease term of 31 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its lease as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Under FASB ASC 842, an operating lease right-of-use (“ROU”) asset and liability is recognized at commencement date based on the present value of lease payments over the lease term. 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. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three and Six Months Ended June 30, 2022 Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited consolidated statements of operations) $ 8,630 Other Information Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2022 $ 8,630 Weighted average remaining lease term – operating leases (in years) 2.6 Average discount rate – operating leases 6.0 % The supplemental balance sheet information related to leases for the period is as follows: SCHEDULE OF LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION At June 30, 2022 Operating leases Long-term right-of-use asset $ 119,939 Short-term operating lease liability $ - Long-term operating lease liability 119,939 Total operating lease liabilities $ 119,939 Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Year Ending December 31 Operating Lease 2022 (remaining 6 months) $ 25,890 2023-2025 107,877 Total lease payments 133,767 Less: Imputed interest/present value discount (13,828 ) Present value of lease liabilities $ 119,939 Lease expenses related to leases with a duration of one year or less were $ 8,620 8,213 16,870 15,720 |
MAJOR CUSTOMER AND CONCENTRATIO
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 13. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s two largest customers were 91% Accounts receivable from the same two customers were 93% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES The Company received a letter in February 2021 from counsel for the Company’s director’s and officer’s insurance carrier (the “insurer”) demanding that the Company reimburse the insurer for sums advanced by the insurer to a former director of the Company as defense costs in connection with a claim purportedly arising under a previous director’s and officer’s insurance policy. The Company believes it has no liability for this claim on the basis of, among other things, Nevada law, the Company’s governing documents and the language of the policy. Accordingly, as of June 30, 2022, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION FASB ASC 280 “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about services, categories, business segments and major customers in financial statements. The Company has two ● Therapeutic Operations – research and development primarily related to the advancement of the Company’s cannabinoid-based drug development program ● ESG Operations – development and operation of businesses addressing the health and wellness of people and the planet, with a particular focus on deploying technological innovations and eco-friendly solutions to remedy difficult environmental situations in economically challenged communities In accordance with FASB ASC 820, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under FASB ASC 820 due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories For the three months ended June 30, 2022 Therapeutic Operations ESG Corporate Total Revenue $ - $ 639,359 $ - $ 639,359 Cost of services - 574,407 - 574,407 Gross profit - 64,952 - 64,952 Net loss (107,823 ) $ (39,429 ) $ (295,934 ) $ (443,186 ) Total assets 8,334 3,855,184 1,661,781 5,525,299 Capital expenditures for long-lived assets $ - $ 1,107,833 $ - $ 1,107,833 For the six months ended June 30, 2022 Therapeutic ESG Corporate Total Revenue $ - $ 639,359 $ - $ 639,359 Cost of services - 574,407 - 574,407 Gross profit - 64,952 - 64,952 Net loss (233,553 ) $ (60,146 ) $ (597,461 ) $ (891,160 ) Total assets 8,334 3,855,184 1,661,781 5,525,299 Capital expenditures for long-lived assets $ - $ 1,107,833 $ - $ 1,107,833 For the three months ended June 30, 2021 Therapeutic Operations ESG Corporate Total Net loss $ (97,812 ) $ - $ (514,423 ) $ (612,235 ) Total assets - - 331,138 331,138 Capital expenditures for long-lived assets $ - $ - $ - $ - For the six months ended June 30, 2021 Therapeutic Operations ESG Corporate Total Net loss $ (168,449 ) $ - $ (804,417 ) $ (972,866 ) Total assets - - 331,138 331,138 Capital expenditures for long-lived assets $ - $ - $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS On August 19, 2022, Range Environmental received notice that the SBA had reviewed the forgiveness application of Range Environmental’s PPP loan and provided forgiveness of the entire principal of the PPP loan plus accrued interest, which totaled an amount of debt forgiveness equal to $ 109,435 . On August 31, 2022, the Company paid the entire balance due on the unsecured bank credit line of $ 863,305 13,305 On September 14, 2022, the Company paid the entire balance due on the SBA Disaster Loan of $ 162,575 12,575 On July 12, 2022, the Company and Daedalus Ecosciences entered into the Separation Agreement pursuant to which, among other things, Justice: a) acknowledged that his employment with the Range Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in the amount of $250,000 On August 26, 2022, the Company entered into a securities purchase agreement with HTGT Enterprises LLC (“HTGT”) providing for the issuance and sale by the Company to HTGT of (i) 1,666,667 0.15 1,666,667 0.60 248,000 On October 11, 2022, Daedalus Ecosciences and Starks entered into the Starks Agreement pursuant to which Daedalus Ecosciences acquired Starks’ 10% common stock ownership interest in the Range Entities. As a result of this transaction, Daedalus Ecosciences is the sole shareholder of the Range Entities. No other changes were made to the consideration received by Starks as part of the Share Purchase Agreement entered into on May 11, 2022, and he remains as President of each of the Range Entities. |
BUSINESS OPERATIONS AND SUMMA_2
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company incurred a net loss of $ 891,160 845,068 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. We estimate as of June 30, 2022, we had sufficient funds to operate the business for 18 months given our cash balance of $ 1,866,289 150,000 |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned direct subsidiaries, Graphium Biosciences, Inc., Daedalus Ecosciences, Inc., and Vitality Healthtech, Inc. (dissolved in May 2021), and its wholly-owned indirect subsidiaries, Range Environmental Resources, Inc. and Range Natural Resources, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year end is December 31. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. The more significant estimates and assumptions by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, and accruals for potential liabilities. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company applies the following standards and recognizes revenue when (1) services have been provided pursuant to an agreed-upon equipment and labor hourly rate sheet or a fixed amount for a project, (2) products have been shipped to and accepted by the customer, and (3) amounts are reasonably assured of collection, including the consideration of the customer’s ability and intention to pay when the amount is due. The Company primarily invoices customers and recognizes revenue on a periodic basis for equipment and labor hours provided to a customer on a particular job based on an agreed-upon hourly rate sheet or a fixed amount for a project. The Company also invoices customers and recognizes revenue for equipment mobilization fees and materials and supplies required to complete a project. The Company invoices for the sales of chemicals and recognizes revenue when the products are delivered to the customer’s designated site. Costs for equipment, labor and chemicals are generally expensed as incurred since the projects are generally short-term and not subject to a contract. The Company’s performance obligations are satisfied at the point in time when the services are performed or when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at the end of each fiscal period reflected in the consolidated balance sheets. Based on management’s assessment, it has concluded that losses on balances outstanding as of those dates will be immaterial and, therefore, no |
Equipment | Equipment Equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings. SCHEDULE OF EQUIPMENT June 30, 2022 December 31, 2021 Equipment $ 1,680,438 $ - Depreciation expense $ 55,392 $ - The Company provides for depreciation of equipment using the straight-line method for both financial reporting and federal income tax purposes over the estimated six-year The Company assesses the recoverability of its property, plant, and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 825 “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Leases | Leases FASB ASC 842 “Leases” requires the Company to determine whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on FASB ASC 718 “Compensation-Stock Compensation” whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2022 December 31, 2021 Options 6,752,544 6,882,544 Warrants 20,646,668 646,668 Total 27,399,212 7,529,212 |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred. |
Research and Development | Research and Development Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates. Research and development costs are expensed as incurred. |
Segments | Segments As of October 1, 2021, we began operating under two In accordance with FASB ASC 280 “Segment Reporting”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
BUSINESS OPERATIONS AND SUMMA_3
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EQUIPMENT | SCHEDULE OF EQUIPMENT June 30, 2022 December 31, 2021 Equipment $ 1,680,438 $ - Depreciation expense $ 55,392 $ - |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2022 December 31, 2021 Options 6,752,544 6,882,544 Warrants 20,646,668 646,668 Total 27,399,212 7,529,212 |
ACQUISITION OF RANGE ENVIRONM_2
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE | SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE Fair value of assets acquired: Cash $ 15,827 Accounts receivables 889,919 Property and equipment 628,000 Goodwill 751,421 Total assets acquired 2,285,167 Fair value of liabilities assumed (785,167 ) Purchase price $ 1,500,000 Cash consideration 750,000 Common stock consideration 750,000 Total purchase price $ 1,500,000 Acquisition transaction costs incurred $ 20,592 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL June 30, 2022 December 31, 2021 ESG Operations Segment: Beginning Balance $ - $ - Acquisitions 751,421 - Adjustments - - Ending Balance $ 751,421 $ - |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the six months ended June 30, 2022 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted Balance outstanding at December 31, 2021 6,882,544 $ 0.69 Granted - - Exercised - - Expired (130,000 ) 1.00 Cancelled - - Balance outstanding at June 30, 2022 6,752,544 $ 0.68 Balance exercisable at June 30, 2022 6,752,544 $ 0.68 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | A summary of the Company’s stock options outstanding and exercisable as of June 30, 2022 is as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Number of Options Weighted Average Exercise Price Weighted Average Grant- date Stock Price Options Outstanding, June 30, 2022 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 607,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 6,752,544 Options Exercisable, June 30, 2022 1,150,000 $ 0.277 $ 0.277 750,000 $ 0.30 $ 0.30 2,000,000 $ 0.35 $ 0.35 1,664,542 $ 0.50 $ 0.50 128,000 $ 0.96 $ 0.96 350,834 $ 1.50 1.95 $ 1.50 1.95 607,500 $ 2.00 2.79 $ 2.00 2.79 83,334 $ 3.10 3.80 $ 3.10 3.80 18,334 $ 4.00 4.70 $ 4.00 4.70 6,752,544 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants to purchase common stock during the six months ended June 30, 2022 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2021 646,668 $ 0.93 Granted 20,000,000 0.60 Exercised - - Expired/Cancelled - - Balance outstanding and exercisable at June 30, 2022 20,646,668 $ 0.61 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | The following notes payable are outstanding as of June 30, 2022: SCHEDULE OF NOTES PAYABLE PPP loan $ 109,435 SBA Disaster Loan 161,604 Total notes payable $ 271,039 |
LONG-TERM DEBT OBLIGATIONS (Tab
LONG-TERM DEBT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF LONG TERM DEBT | A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2022 (due between 7/1/22 and 6/30/23) $ 392,708 2023 (due between 7/1/23 and 6/30/24) 412,913 2024 (due between 7/1/24 and 6/30/25) 392,231 2025 (due between 7/1/25 and 6/30/26) 38,076 2026 (due between 7/1/26 and 6/30/27) 19,977 2027 and later (due on or after 7/1/27) 2,477 Total long-term debt $ 1,258,382 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Operating Lease | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three and Six Months Ended June 30, 2022 Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited consolidated statements of operations) $ 8,630 Other Information Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2022 $ 8,630 Weighted average remaining lease term – operating leases (in years) 2.6 Average discount rate – operating leases 6.0 % |
SCHEDULE OF LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | The supplemental balance sheet information related to leases for the period is as follows: SCHEDULE OF LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION At June 30, 2022 Operating leases Long-term right-of-use asset $ 119,939 Short-term operating lease liability $ - Long-term operating lease liability 119,939 Total operating lease liabilities $ 119,939 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Year Ending December 31 Operating Lease 2022 (remaining 6 months) $ 25,890 2023-2025 107,877 Total lease payments 133,767 Less: Imputed interest/present value discount (13,828 ) Present value of lease liabilities $ 119,939 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT | Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT By Categories For the three months ended June 30, 2022 Therapeutic Operations ESG Corporate Total Revenue $ - $ 639,359 $ - $ 639,359 Cost of services - 574,407 - 574,407 Gross profit - 64,952 - 64,952 Net loss (107,823 ) $ (39,429 ) $ (295,934 ) $ (443,186 ) Total assets 8,334 3,855,184 1,661,781 5,525,299 Capital expenditures for long-lived assets $ - $ 1,107,833 $ - $ 1,107,833 For the six months ended June 30, 2022 Therapeutic ESG Corporate Total Revenue $ - $ 639,359 $ - $ 639,359 Cost of services - 574,407 - 574,407 Gross profit - 64,952 - 64,952 Net loss (233,553 ) $ (60,146 ) $ (597,461 ) $ (891,160 ) Total assets 8,334 3,855,184 1,661,781 5,525,299 Capital expenditures for long-lived assets $ - $ 1,107,833 $ - $ 1,107,833 For the three months ended June 30, 2021 Therapeutic Operations ESG Corporate Total Net loss $ (97,812 ) $ - $ (514,423 ) $ (612,235 ) Total assets - - 331,138 331,138 Capital expenditures for long-lived assets $ - $ - $ - $ - For the six months ended June 30, 2021 Therapeutic Operations ESG Corporate Total Net loss $ (168,449 ) $ - $ (804,417 ) $ (972,866 ) Total assets - - 331,138 331,138 Capital expenditures for long-lived assets $ - $ - $ - $ - |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Equipment | $ 1,680,438 | ||
Depreciation expense | $ 55,392 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 27,399,212 | 7,529,212 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,752,544 | 6,882,544 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 20,646,668 | 646,668 |
BUSINESS OPERATIONS AND SUMMA_4
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||
Net loss | $ 443,186 | $ 612,235 | $ 891,160 | $ 972,866 | |
Cash used in operating activities | $ 845,068 | 1,120,035 | |||
Substantial doubt about going concern, conditions or events | We estimate as of June 30, 2022, we had sufficient funds to operate the business for 18 months given our cash balance of $1,866,289, line of credit availability of $150,000, the availability of $4,830,050 under our $5,000,000 equity financing line via an executed securities purchase agreement, and revenues being generated by the Range Entities | ||||
Cash and cash equivalents | 1,866,289 | $ 1,866,289 | $ 38,343 | ||
Line of credit current borrowing capacity | 150,000 | 150,000 | |||
Allowances for doubtful accounts receivable | $ 0 | $ 0 | $ 0 | $ 0 | |
Equipment estimated useful lives | six-year | ||||
Number of operating segments | Segment | 2 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 751,421 | ||||
Cash consideration | $ 750,000 | ||||
Range Entities [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 15,827 | ||||
Accounts receivables | 889,919 | ||||
Property and equipment | 628,000 | ||||
Goodwill | 751,421 | ||||
Total assets acquired | 2,285,167 | ||||
Fair value of liabilities assumed | (785,167) | ||||
Purchase price | 1,500,000 | ||||
Cash consideration | 750,000 | ||||
Common stock consideration | 750,000 | ||||
Total purchase price | 1,500,000 | ||||
Acquisition transaction costs incurred | $ 20,592 |
ACQUISITION OF RANGE ENVIRONM_3
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 12, 2022 | May 31, 2022 | Oct. 11, 2022 | |
Range Entities [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, ownership percentage | 90% | ||
Range Entities [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, cash consideration | $ 1,500,000 | ||
Share Purchase Agreement [Member] | Range Entities [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, ownership percentage | 80% | ||
Share Purchase Agreement [Member] | Jeremy Starks [Member] | Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, ownership percentage | 10% | ||
[custom:ContractualProfitsInterest-0] | 10% | ||
Share Purchase Agreement [Member] | Range Entities [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, number of shares issued | 10,000,000 | ||
Business acquisition, cash consideration | $ 1,000,000 | ||
Separation Agreement [Member] | Range Entities [Member] | Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Agreement, description | pursuant to which Justice: a) acknowledged that his employment with the Range Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Entities |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | ||
Acquisitions | 751,421 | |
Adjustments | ||
Ending Balance | $ 751,421 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 751,421 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from sale of stock and warrants | $ 3,000,000 | ||
Range Entities [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 90% | ||
Shares issued in exchange for outstanding shares | 5,000,000 | ||
Two Securities Purchase Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of stock, shares issued | 20,000,000 | ||
Sale of stock, price per share | $ 0.15 | ||
Warrants issued to purchase stock | 20,000,000 | ||
Warrant exercise price | $ 0.60 | ||
Proceeds from sale of stock and warrants | $ 3,000,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares Outstanding, Beginning Balance | shares | 6,882,544 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 0.69 |
Shares, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Expired | shares | (130,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 1 |
Shares, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Shares Outstanding, Ending Balance | shares | 6,752,544 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 0.68 |
Shares Exercisable, Ending Balance | shares | 6,752,544 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.68 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 6,752,544 | 6,882,544 |
Weighted Average Exercise Price, Options Outstanding | $ 0.68 | $ 0.69 |
Number of Options, Options Exercisable | 6,752,544 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.68 | |
Stock Options One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 1,150,000 | |
Weighted Average Exercise Price, Options Outstanding | $ 0.277 | |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.277 | |
Number of Options, Options Exercisable | 1,150,000 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.277 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.277 | |
Stock Options Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 750,000 | |
Weighted Average Exercise Price, Options Outstanding | $ 0.30 | |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.30 | |
Number of Options, Options Exercisable | 750,000 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.30 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.30 | |
Stock Options Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 2,000,000 | |
Weighted Average Exercise Price, Options Outstanding | $ 0.35 | |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.35 | |
Number of Options, Options Exercisable | 2,000,000 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.35 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.35 | |
Stock Options Four [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 1,664,542 | |
Weighted Average Exercise Price, Options Outstanding | $ 0.50 | |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.50 | |
Number of Options, Options Exercisable | 1,664,542 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.50 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.50 | |
Stock Options Five [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 128,000 | |
Weighted Average Exercise Price, Options Outstanding | $ 0.96 | |
Weighted Average Grant-date Stock Price, Options Outstanding | $ 0.96 | |
Number of Options, Options Exercisable | 128,000 | |
Weighted Average Exercise Price, Options Exercisable | $ 0.96 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 0.96 | |
Stock Options Six [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 350,834 | |
Number of Options, Options Exercisable | 350,834 | |
Stock Options Six [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | $ 1.50 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 1.50 | |
Weighted Average Exercise Price, Options Exercisable | 1.50 | |
Weighted Average Grant-date Stock Price, Options Exercisable | 1.50 | |
Stock Options Six [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | 1.95 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 1.95 | |
Weighted Average Exercise Price, Options Exercisable | 1.95 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 1.95 | |
Stock Options Seven [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 607,500 | |
Number of Options, Options Exercisable | 607,500 | |
Stock Options Seven [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | $ 2 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 2 | |
Weighted Average Exercise Price, Options Exercisable | 2 | |
Weighted Average Grant-date Stock Price, Options Exercisable | 2 | |
Stock Options Seven [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | 2.79 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 2.79 | |
Weighted Average Exercise Price, Options Exercisable | 2.79 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 2.79 | |
Stock Options Eight [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 83,334 | |
Number of Options, Options Exercisable | 83,334 | |
Stock Options Eight [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | $ 3.10 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 3.10 | |
Weighted Average Exercise Price, Options Exercisable | 3.10 | |
Weighted Average Grant-date Stock Price, Options Exercisable | 3.10 | |
Stock Options Eight [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | 3.80 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 3.80 | |
Weighted Average Exercise Price, Options Exercisable | 3.80 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 3.80 | |
Stock Options Nine[Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Options Outstanding | 18,334 | |
Number of Options, Options Exercisable | 18,334 | |
Stock Options Nine[Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | $ 4 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 4 | |
Weighted Average Exercise Price, Options Exercisable | 4 | |
Weighted Average Grant-date Stock Price, Options Exercisable | 4 | |
Stock Options Nine[Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Options Outstanding | 4.70 | |
Weighted Average Grant-date Stock Price, Options Outstanding | 4.70 | |
Weighted Average Exercise Price, Options Exercisable | 4.70 | |
Weighted Average Grant-date Stock Price, Options Exercisable | $ 4.70 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options, unamortized cost not yet recognized | $ 0 | |
Stock options, outstanding | 6,752,544 | 6,882,544 |
Stock option, intrinsic value | $ 0 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares, Warrants Outstanding, Beginning Balance | shares | 646,668 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ / shares | $ 0.93 |
Number of Shares, Warrants Granted | shares | 20,000,000 |
Weighted Average Exercise Price, Warrants Outstanding, Granted | $ / shares | $ 0.60 |
Number of Shares, Warrants Exercised | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Exercised | $ / shares | |
Number of Shares, Warrants Expired/Cancelled | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Expired/Cancelled | $ / shares | |
Number of Shares, Warrants Outstanding and Exercisable Ending | shares | 20,646,668 |
Weighted Average Exercise Price, Warrants Outstanding, Outstanding and Exercisable, Ending Balance | $ / shares | $ 0.61 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] | Jun. 30, 2022 USD ($) shares |
Warrants outstanding | shares | 20,646,668 |
Warrants intrinsic value | $ | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total notes payable | $ 271,039 |
PPP Loan [Member] | |
Debt Instrument [Line Items] | |
Total notes payable | 109,435 |
SBA Disaster Loan [Member] | |
Debt Instrument [Line Items] | |
Total notes payable | $ 161,604 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 14, 2022 | Mar. 09, 2021 | Jun. 17, 2020 |
PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loan | $ 109,435 | ||
Debt maturity date | Mar. 09, 2023 | ||
Debt interest rate | 1% | ||
SBA Disaster Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loan | $ 150,000 | ||
Debt interest rate | 3.75% | ||
SBA Disaster Loan [Member] | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Repayment of loan | $ 162,575 | ||
Accrued interest | $ 12,575 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 30, 2021 | Jun. 30, 2022 | |
Line Of Credit | ||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | |
Line of credit facility, expiration date | Nov. 30, 2022 | |
Line of credit facility, interest rate during period | 1% | |
Long-term line of credit | $ 850,000 |
EQUITY LINE (Details Narrative)
EQUITY LINE (Details Narrative) - Securities Purchase Agreement [Member] - USD ($) | 1 Months Ended | |
Aug. 31, 2021 | Jun. 30, 2022 | |
Triton Funds, LP [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sale of stock, shares issued | $ 5,000,000 | |
Triton Funds, LP [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sale of stock, shares issued | $ 5,000,000 | |
Purchaser [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sale of stock, description | the Company may submit, from time to time, notices obligating Triton to purchase shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or Triton has purchased the $5,000,000 of shares pursuant to the equity line transaction | |
Shares available for future issuance | 4,830,050 |
GAIN ON EXTINGUISHMENT OF ADV_2
GAIN ON EXTINGUISHMENT OF ADVANCE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ 296,653 | ||||
Third Party [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Proceeds from third party | $ 296,653 |
SCHEDULE OF MATURITIES OF LONG
SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (due between 7/1/22 and 6/30/23) | $ 392,708 |
2023 (due between 7/1/23 and 6/30/24) | 412,913 |
2024 (due between 7/1/24 and 6/30/25) | 392,231 |
2025 (due between 7/1/25 and 6/30/26) | 38,076 |
2026 (due between 7/1/26 and 6/30/27) | 19,977 |
2027 and later (due on or after 7/1/27) | 2,477 |
Total long-term debt | $ 1,258,382 |
LONG-TERM DEBT OBLIGATIONS (Det
LONG-TERM DEBT OBLIGATIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Long term debt, maturity date | The debt matures from 2022 through 2028 | |
Long-term debt | $ 1,258,382 | |
Long-term debt, current | 392,708 | |
Long-term debt, non-current | $ 865,674 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt Interest rates | 3.69% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt Interest rates | 8.99% |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Operating Lease | ||
Operating lease cost (included in general and administrative expenses in the Company's unaudited consolidated statements of operations) | $ 8,630 | $ 8,630 |
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2022 | $ 8,630 | $ 8,630 |
Weighted average remaining lease term - operating leases (in years) | 2 years 7 months 6 days | 2 years 7 months 6 days |
Average discount rate - operating leases | 6% | 6% |
SCHEDULE OF LEASES SUPPLEMENTAL
SCHEDULE OF LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Lease | ||
Long-term right-of-use asset | $ 119,939 | |
Short-term operating lease liability | ||
Long-term operating lease liability | 119,939 | |
Total operating lease liabilities | $ 119,939 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Jun. 30, 2022 USD ($) |
Operating Lease | |
2022 (remaining 6 months) | $ 25,890 |
2023-2025 | 107,877 |
Total lease payments | 133,767 |
Less: Imputed interest/present value discount | (13,828) |
Total operating lease liabilities | $ 119,939 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Operating lease expenses | $ 22,817 | |||
One Year or Less [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Operating lease expenses | $ 8,620 | $ 8,213 | $ 16,870 | $ 15,720 |
MAJOR CUSTOMER AND CONCENTRAT_2
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] - Two Largest Customers [Member] | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 91% | 91% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 93% | 93% |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 639,359 | $ 639,359 | |||
Cost of services | 574,407 | 574,407 | |||
Gross profit | 64,952 | 64,952 | |||
Net loss | (443,186) | (612,235) | (891,160) | (972,866) | |
Total assets | 5,525,299 | 331,138 | 5,525,299 | 331,138 | $ 50,919 |
Capital expenditures for long-lived assets | 1,107,833 | 1,107,833 | |||
Therapeutic Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net loss | (107,823) | (97,812) | (233,553) | (168,449) | |
Total assets | 8,334 | 8,334 | |||
Capital expenditures for long-lived assets | |||||
ESG Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 639,359 | 639,359 | |||
Cost of services | 574,407 | 574,407 | |||
Gross profit | 64,952 | 64,952 | |||
Net loss | (39,429) | (60,146) | |||
Total assets | 3,855,184 | 3,855,184 | |||
Capital expenditures for long-lived assets | 1,107,833 | 1,107,833 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | |||||
Cost of services | |||||
Gross profit | |||||
Net loss | (295,934) | (514,423) | (597,461) | (804,417) | |
Total assets | 1,661,781 | 331,138 | 1,661,781 | 331,138 | |
Capital expenditures for long-lived assets |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | |||||||
Sep. 14, 2022 | Aug. 31, 2022 | Aug. 26, 2022 | Aug. 19, 2022 | Jul. 12, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 11, 2022 | |
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of stock and warrants | $ 3,000,000 | |||||||
Subsequent Event [Member] | Separation Agreement [Member] | Range Entities [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Contract termination description | pursuant to which, among other things, Justice: a) acknowledged that his employment with the Range Entities was terminated for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of the Range Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in the amount of $250,000 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | HTGT Enterprises LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock, shares issued | 1,666,667 | |||||||
Sale of stock, price per share | $ 0.15 | |||||||
Warrants issued to purchase stock | 1,666,667 | |||||||
Warrant exercise price | $ 0.60 | |||||||
Proceeds from sale of stock and warrants | $ 248,000 | |||||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Jeremy Starks [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock ownership interest | 10% | |||||||
Subsequent Event [Member] | Unsecured Bank Credit Line [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayment of line of credit | $ 863,305 | |||||||
Accrued interest | $ 13,305 | |||||||
Subsequent Event [Member] | PPP Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Gain on extinguishment of debt | $ 109,435 | |||||||
Subsequent Event [Member] | SBA Disaster Loan [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Accrued interest | $ 12,575 | |||||||
Repayment of loan | $ 162,575 |