Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 80,850,148 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 229,018 | $ 442,369 |
Accounts receivable | 1,233,532 | 981,385 |
Prepaid expenses | 884 | 884 |
Total current assets | 1,463,434 | 1,424,638 |
Long-term Assets | ||
Equipment, net of accumulated depreciation | 6,437,556 | 6,045,514 |
Goodwill | 751,421 | 751,421 |
Deposits | 8,892 | 8,892 |
Total long-term assets | 7,197,869 | 6,805,827 |
Total Assets | 8,661,303 | 8,230,465 |
Current Liabilities | ||
Accounts payable | 1,034,427 | 233,808 |
Current portion of long-term debt | 1,025,362 | 1,319,201 |
Line of credit | 100,000 | |
Total current liabilities | 2,159,789 | 1,553,009 |
Long-term Liabilities | ||
Long-term debt, net of current portion | 3,788,931 | 3,738,013 |
Total long-term debt | 3,788,931 | 3,738,013 |
Total liabilities | 5,948,720 | 5,291,022 |
Stockholders’ Equity | ||
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 78,116,814 and 78,116,814 shares issued and outstanding, respectively | 78,117 | 78,117 |
Additional paid-in-capital | 53,074,180 | 53,074,180 |
Accumulated deficit | (50,439,714) | (50,212,854) |
Total stockholders’ equity | 2,712,583 | 2,939,443 |
Total Liabilities and Stockholders’ Equity | $ 8,661,303 | $ 8,230,465 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 78,116,814 | 78,116,814 |
Common stock, shares outstanding | 78,116,814 | 78,116,814 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 3,014,887 | |
Cost of services | 2,365,885 | |
Gross profit | 649,002 | |
Operating Expenses: | ||
General and administrative | 726,048 | 317,941 |
Research and development | 106,177 | 125,730 |
Total operating expenses | 832,225 | 443,671 |
Loss from operations | (183,223) | (443,671) |
Other income (expense): | ||
Interest expense | (43,637) | (4,303) |
Total other income (expense) | (43,637) | (4,303) |
Net loss | $ (226,860) | $ (447,974) |
Net loss per share – basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding – basic and diluted | 78,116,814 | 51,450,147 |
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, 2021 | $ 51,250 | $ 48,707,787 | $ (49,140,678) | $ (381,641) |
Balance, shares at Dec. 31, 2021 | 51,450,147 | |||
Net loss | (447,974) | (447,974) | ||
Balance at Mar. 31, 2022 | $ 51,250 | 48,707,787 | (49,588,652) | (829,615) |
Balance, shares at Mar. 31, 2022 | 51,450,147 | |||
Balance at Dec. 31, 2022 | $ 78,117 | 53,074,180 | (50,212,854) | 2,939,443 |
Balance, shares at Dec. 31, 2022 | 78,116,814 | |||
Net loss | (226,860) | (226,860) | ||
Balance at Mar. 31, 2023 | $ 78,117 | $ 53,074,180 | $ (50,439,714) | $ 2,712,583 |
Balance, shares at Mar. 31, 2023 | 78,116,814 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (226,860) | $ (447,974) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation | 354,184 | $ 395,543 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (252,147) | ||
Prepaid expense and other current assets | 3,000 | ||
Accounts payable and accrued liabilities | 800,619 | 50,993 | |
Deposits | (200) | ||
Net cash provided by (used in) operating activities | 675,796 | (394,181) | |
Cash flows from investing activities: | |||
Equipment purchases | (746,226) | ||
Net cash used in investing activities | (746,226) | ||
Cash flows from financing activities: | |||
Proceeds from long-term debt | 383,202 | ||
Repayment of long-term debt | (626,123) | ||
Proceeds from line of credit | 100,000 | 400,000 | |
Net cash provided by (used in) financing activities | (142,921) | 400,000 | |
Net increase (decrease) in cash and cash equivalents | (213,351) | 5,819 | |
Cash and cash equivalents - beginning of period | 442,369 | 38,343 | 38,343 |
Cash and cash equivalents - end of period | 229,018 | 44,162 | $ 442,369 |
Supplemental disclosure of cash flow information: | |||
Interest | $ 43,637 | $ 4,303 |
BUSINESS OPERATIONS AND SUMMARY
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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”, “our” 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 Innovations, 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”) which was formed to serve as a holding company for the Company’s future impact investing operating businesses. 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 Reclamation Entities”). The Range Reclamation 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 repurposing the land for natural, commercial, agricultural or recreational use. The Range Reclamation 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 Reclamation 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. Range Natural also provides resource mining services for customers incidental to the reclamation and repurposing of mine sites. On December 31, 2022, Daedalus was merged into Malachite Innovations, Inc., leaving Malachite Innovations, Inc., as the parent company with full ownership of all of its wholly-owned operating subsidiaries, including the Range Reclamation Entities, Terra Preta, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc. and Graphium. 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 three months ended March 31, 2023, the Company incurred a net loss of $ 226,860 675,796 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. The Company estimates, as of March 31, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 229,018 900,000 Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Natural Resources, Inc., Terra Preta, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc., Aether Credit Ventures, Inc., NextGen AgriTech, Inc., and Daedalus Ecosciences, Inc. (merged into Malachite Innovations, Inc. on December 31, 2022), 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. 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. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. 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 also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. 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 1,233,532 981,385 No 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 March 31, 2023 December 31, 2022 Equipment $ 7,384,039 $ 6,637,814 Accumulated depreciation 946,483 592,300 Net book value 6,437,556 6,045,514 Depreciation expense $ 354,184 $ 395,543 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 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. Delivery Costs Delivery costs are classified as cost of sales. Goodwill Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset is impaired. 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. Leases The Company determines 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. The Company had no lease commitments for longer than one year as of March 31, 2023. The laboratory space lease in Rocklin, California was renewed in March 2023 and ends on March 31, 2024. 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 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 March 31, 2023 December 31, 2022 Options 9,392,544 9,392,544 Warrants 22,313,335 22,313,335 Total 31,705,879 31,705,879 Anti-dilutive loss per shares 31,705,879 31,705,879 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. 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. Segments As of March 31, 2023, the Company has five which are wholly-owned subsidiaries of the Company, report the operating results of the Environmental Services segment, which provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers In accordance with the “Segment Reporting” Topic of the ASC, 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 “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 | 3 Months Ended |
Mar. 31, 2023 | |
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 Reclamation Entities”), and the two (2) shareholders of the Range Reclamation 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 Reclamation Entities, and Justice and his spouse (the “Separation Agreement”) pursuant to which Justice: a) acknowledged that his employment with the Range Reclamation 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 Reclamation 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 Reclamation Entities. Subsequently, on October 11, 2022, Daedalus Ecosciences and Jeremy Starks, the remaining Range Shareholder (“Starks”), entered into a share purchase agreement, effective as of May 11, 2022 (the “Starks Agreement”), pursuant to which Starks exchanged his 10 10 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 has an assigned value of $ 751,421 value of the Range Reclamation Entities’ brand reputation, customer base and employee relations. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 3. GOODWILL Goodwill is $ 751,421 value of the Range Reclamation Entities’ employee relations SCHEDULE OF GOODWILL March 31, 2023 December 31, 2022 Environmental Services: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Adjustments - - Ending Balance $ 751,421 $ 751,421 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 4. STOCK OPTIONS Stock options issued during the three months ended March 31, 2023 and the three months ended March 31, 2022 No During the three months ended March 31, 2023 and the three months ended March 31, 2022, the Company recorded no stock-based compensation expense related to vested stock options. At March 31, 2023, there was no remaining unamortized cost of the outstanding stock-based awards. A summary of the Company’s stock option activity during the three months ended March 31, 2023 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted - - Exchanged - - Exercised - - Expired - - Forfeited - - Balance outstanding at March 31, 2023 9,392,544 $ 0.54 Balance exercisable at March 31, 2023 9,392,544 $ 0.54 At March 31, 2023, the 9,392,544 no A summary of the Company’s stock options outstanding and exercisable as of March 31, 2023 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 and exercisable, March 31, 2023 2,650,000 $ 0.18 $ 0.18 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 1.95 597,500 $ 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 9,392,544 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
WARRANTS | 5. WARRANTS A summary of warrants to purchase common stock issued during the three months ended March 31, 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted - - Exercised - - Expired - - Balance outstanding and exercisable at March 31, 2023 22,313,335 $ 0.61 At March 31, 2023, the 22,313,335 no |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 6. NOTES PAYABLE The Company had no |
LINE OF CREDIT
LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2023 | |
Line Of Credit | |
LINE OF CREDIT | 7. LINE OF CREDIT In November 2022, the Company secured a line of credit with a bank with a limit of $ 1,000,000 November 30, 2023 1 100,000 |
LONG-TERM DEBT OBLIGATIONS
LONG-TERM DEBT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT OBLIGATIONS | 8. 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 9.95 The debt matures from 2023 through 2028. A summary of payments due under the long-term debt by year is as follows: SCHEDULE OF MATURITIES OF LONG TERM DEBT 2023 – due between April 1, 2023 and March 31, 2024 $ 1,025,362 2024 – due between April 1, 2024 and March 31, 2025 1,136,102 2025 – due between April 1, 2025 and March 31, 2026 835,671 2026 – due between April 1, 2026 and March 31, 2027 754,233 2027 – due between April 1, 2027 and March 31, 2028 679,880 2028 and later – due between April 1, 2028 and thereafter 383,045 Total long-term debt $ 4,814,293 |
MAJOR CUSTOMER AND CONCENTRATIO
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK | 9. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK Sales to the Company’s largest customer were 89 Accounts receivable from the same customer were 95 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. 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 directors and officers 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 March 31, 2023, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for this matter. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 11. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services, categories, business segments and major customers in financial statements. The Company has five reportable segments that are based on the following business units: (i) Environmental Services, (ii) Biochar Products and Solutions, (iii) Stream Mitigation Banking, (iv) Environmental Security Services, and (v) Cannabinoid Drug Development. In accordance with the “Segment Reporting” Topic of the ASC, 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 “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The five reportable segments that result from applying the aggregation criteria are as follows: ● Environmental Services – land reclamation, water restoration and environmental consulting services ● Biochar Products and Solutions - biochar product development and environmental solutions business ● Stream Mitigation Banking – mitigation banks to restore waterways and support economic development ● Environmental Security Services – security services on mines transitioning to next generation industries ● Cannabinoid Drug Development – glycosylated cannabinoid drug development program The Company operated two reportable business segments during the three months ended March 31, 2022, the Cannabinoid Drug Development and Environmental Services segments. The other business segments began operating in 2023. 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 March 31, 2023 Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Corporate Total Sales $ 2,988,487 $ - - $ 26,400 $ - $ - $ 3,014,887 Gross profit 638,579 - - 10,423 - - 649,002 Net income (loss) 186,643 (19,164 ) - (17,105 ) (106,177 ) (271,057 ) (226,860 ) Total assets 8,550,781 15,564 - 77,962 8,584 8,412 8,661,303 Depreciation 352,756 - - 1,428 - - 354,184 Interest expense 42,750 - - - - 887 43,637 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 678,202 $ 15,350 - $ 52,674 $ - $ - $ 746,226 For the three months ended March 31, 2022 Environmental Services Cannabinoid Corporate Total Sales - - - - Gross Profit - - - - Net Loss $ (20,717 ) $ (125,730 ) $ (301,527 ) $ (447,974 ) Total assets - 8,334 45,604 53,938 Depreciation - - - - Interest expense - - 4,303 4,303 Tax expense - - - - Capital expenditures for long-lived assets $ - $ - $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS In April 2023, the Company entered into securities purchase agreements providing for the issuance and sale of (i) 2,733,334 0.15 2,733,334 0.60 400,000 In May 2023, the Company issued options to purchase 300,000 |
BUSINESS OPERATIONS AND SUMMA_2
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023, the Company incurred a net loss of $ 226,860 675,796 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. The Company estimates, as of March 31, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $ 229,018 900,000 |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Graphium Biosciences, Inc., Range Environmental Resources, Inc., Range Natural Resources, Inc., Terra Preta, Inc., Pristine Stream Ventures, Inc., Range Security Resources, Inc., Aether Credit Ventures, Inc., NextGen AgriTech, Inc., and Daedalus Ecosciences, Inc. (merged into Malachite Innovations, Inc. on December 31, 2022), 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. |
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. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. 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 also invoices customers for the provision of environmental security services on an agreed-upon hourly rate for each project. All revenue is recognized at a point in time. |
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 1,233,532 981,385 No 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 March 31, 2023 December 31, 2022 Equipment $ 7,384,039 $ 6,637,814 Accumulated depreciation 946,483 592,300 Net book value 6,437,556 6,045,514 Depreciation expense $ 354,184 $ 395,543 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 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. |
Delivery Costs | Delivery Costs Delivery costs are classified as cost of sales. |
Goodwill | Goodwill Goodwill is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset is impaired. |
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. |
Leases | Leases The Company determines 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. The Company had no lease commitments for longer than one year as of March 31, 2023. The laboratory space lease in Rocklin, California was renewed in March 2023 and ends on March 31, 2024. |
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 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 March 31, 2023 December 31, 2022 Options 9,392,544 9,392,544 Warrants 22,313,335 22,313,335 Total 31,705,879 31,705,879 Anti-dilutive loss per shares 31,705,879 31,705,879 |
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. |
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. |
Segments | Segments As of March 31, 2023, the Company has five which are wholly-owned subsidiaries of the Company, report the operating results of the Environmental Services segment, which provides land reclamation, water restoration and environmental consulting services to mining and non-mining customers In accordance with the “Segment Reporting” Topic of the ASC, 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 “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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EQUIPMENT | SCHEDULE OF EQUIPMENT March 31, 2023 December 31, 2022 Equipment $ 7,384,039 $ 6,637,814 Accumulated depreciation 946,483 592,300 Net book value 6,437,556 6,045,514 Depreciation expense $ 354,184 $ 395,543 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE March 31, 2023 December 31, 2022 Options 9,392,544 9,392,544 Warrants 22,313,335 22,313,335 Total 31,705,879 31,705,879 Anti-dilutive loss per shares 31,705,879 31,705,879 |
ACQUISITION OF RANGE ENVIRONM_2
ACQUISITION OF RANGE ENVIRONMENTAL RESOURCES AND RANGE NATURAL RESOURCES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL March 31, 2023 December 31, 2022 Environmental Services: Beginning Balance $ 751,421 $ - Acquisitions - 751,421 Adjustments - - Ending Balance $ 751,421 $ 751,421 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the three months ended March 31, 2023 is as follows: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 9,392,544 $ 0.54 Granted - - Exchanged - - Exercised - - Expired - - Forfeited - - Balance outstanding at March 31, 2023 9,392,544 $ 0.54 Balance exercisable at March 31, 2023 9,392,544 $ 0.54 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | A summary of the Company’s stock options outstanding and exercisable as of March 31, 2023 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 and exercisable, March 31, 2023 2,650,000 $ 0.18 $ 0.18 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 1.95 597,500 $ 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 9,392,544 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants to purchase common stock issued during the three months ended March 31, 2023 is as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at December 31, 2022 22,313,335 $ 0.61 Granted - - Exercised - - Expired - - Balance outstanding and exercisable at March 31, 2023 22,313,335 $ 0.61 |
LONG-TERM DEBT OBLIGATIONS (Tab
LONG-TERM DEBT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 – due between April 1, 2023 and March 31, 2024 $ 1,025,362 2024 – due between April 1, 2024 and March 31, 2025 1,136,102 2025 – due between April 1, 2025 and March 31, 2026 835,671 2026 – due between April 1, 2026 and March 31, 2027 754,233 2027 – due between April 1, 2027 and March 31, 2028 679,880 2028 and later – due between April 1, 2028 and thereafter 383,045 Total long-term debt $ 4,814,293 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Environmental Services Biochar Products and Solutions Stream Mitigation Banking Environmental Security Services Cannabinoid Corporate Total Sales $ 2,988,487 $ - - $ 26,400 $ - $ - $ 3,014,887 Gross profit 638,579 - - 10,423 - - 649,002 Net income (loss) 186,643 (19,164 ) - (17,105 ) (106,177 ) (271,057 ) (226,860 ) Total assets 8,550,781 15,564 - 77,962 8,584 8,412 8,661,303 Depreciation 352,756 - - 1,428 - - 354,184 Interest expense 42,750 - - - - 887 43,637 Tax expense - - - - - - - Capital expenditures for long-lived assets $ 678,202 $ 15,350 - $ 52,674 $ - $ - $ 746,226 For the three months ended March 31, 2022 Environmental Services Cannabinoid Corporate Total Sales - - - - Gross Profit - - - - Net Loss $ (20,717 ) $ (125,730 ) $ (301,527 ) $ (447,974 ) Total assets - 8,334 45,604 53,938 Depreciation - - - - Interest expense - - 4,303 4,303 Tax expense - - - - Capital expenditures for long-lived assets $ - $ - $ - $ - |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Equipment | $ 7,384,039 | $ 6,637,814 | |
Accumulated depreciation | 946,483 | 592,300 | |
Net book value | 6,437,556 | 6,045,514 | |
Depreciation expense | $ 354,184 | $ 395,543 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per shares | 31,705,879 | 31,705,879 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per shares | 9,392,544 | 9,392,544 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive loss per shares | 22,313,335 | 22,313,335 |
BUSINESS OPERATIONS AND SUMMA_4
BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |||
Net loss | $ 226,860 | $ 447,974 | |
Cash used in operating activities | $ 675,796 | (394,181) | |
Going concern, description | The Company estimates, as of March 31, 2023, that it has sufficient funds to operate the business for 12 months given its cash balance of $229,018, line of credit availability of $900,000, and revenues being generated by the Range Reclamation Entities. | ||
Cash and cash equivalents | $ 229,018 | $ 442,369 | |
Line of credit current borrowing capacity | 900,000 | ||
Allowances for doubtful accounts receivable | 0 | 0 | 0 |
Accounts receivable | 1,233,532 | $ 981,385 | |
Bad debt expense | $ 0 | $ 0 | |
Equipment estimated useful lives | 6 years | ||
Number of operating segments | Segment | 5 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 1 Months Ended | |||
May 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 751,421 | $ 751,421 | ||
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 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 11, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 751,421 | $ 751,421 | ||||
Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 1,500,000 | |||||
Goodwill | $ 751,421 | |||||
Share Purchase Agreement [Member] | Range Entities [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, ownership percentage | 80% | |||||
Share Purchase Agreement [Member] | Jeremy Starks [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, ownership percentage | 10% | |||||
Contractual profits interest | 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] | ||||||
Business Acquisition [Line Items] | ||||||
Agreement, description | pursuant to which Justice: a) acknowledged that his employment with the Range Reclamation 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 Reclamation Entities to Daedalus Ecosciences; and d) paid Daedalus Ecosciences cash in an amount of $250,000. As a result, only 5,000,000 of the Company’s common stock issued to the Range Shareholders is considered to have been issued in exchange for 90% of the outstanding common stock of each of the Range Reclamation Entities. |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 751,421 | |
Acquisitions | 751,421 | |
Adjustments | ||
Ending Balance | $ 751,421 | $ 751,421 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 751,421 | $ 751,421 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares Outstanding, Balance | shares | 9,392,544 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.54 |
Shares, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Shares, Exchanged | shares | |
Weighted Average Exercise Price, Exchanged | $ / shares | |
Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Shares, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Shares Outstanding, Balance | shares | 9,392,544 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.54 |
Shares, Balance Exercisable | shares | 9,392,544 |
Weighted Average Exercise Price, Balance Exercisable | $ / shares | $ 0.54 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | Mar. 31, 2023 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 9,392,544 |
Stock Options One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 2,650,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.18 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.18 |
Stock Options Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 1,150,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.277 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.277 |
Stock Options Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 750,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.30 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.30 |
Stock Options Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 2,000,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.35 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.35 |
Stock Options Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 1,664,542 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.50 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.50 |
Stock Options Six [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 128,000 |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 0.96 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 0.96 |
Stock Options Seven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 350,834 |
Stock Options Seven [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 1.50 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 1.50 |
Stock Options Seven [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 1.95 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 1.95 |
Stock Options Eight [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 597,500 |
Stock Options Eight [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 2 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 2 |
Stock Options Eight [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 2.79 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 2.79 |
Stock Options Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 83,334 |
Stock Options Nine [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 3.10 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 3.10 |
Stock Options Nine [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 3.80 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 3.80 |
Stock Options Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Options Outstanding and exercisable | shares | 18,334 |
Stock Options Ten [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | $ 4 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | 4 |
Stock Options Ten [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Options Outstanding and exercisable | 4.70 |
Weighted Average Grant-date Stock Price, Options Outstanding and exercisable | $ 4.70 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock options outstanding | 9,392,544 | 9,392,544 | |
Stock options, intrinsic value | $ 0 | ||
Directors and Employees [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock options issued to value | $ 0 | $ 0 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares, Warrants Outstanding, Beginning Balance | shares | 22,313,335 |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ / shares | $ 0.61 |
Number of Shares, Warrants Granted | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Granted | $ / shares | |
Number of Shares, Warrants Exercised | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Exercised | $ / shares | |
Number of Shares, Warrants Expired | shares | |
Weighted Average Exercise Price, Warrants Outstanding, Expired | $ / shares | |
Number of Shares, Warrants Outstanding and Exercisable Ending | shares | 22,313,335 |
Weighted Average Exercise Price, Warrants Outstanding, Outstanding and Exercisable, Ending Balance | $ / shares | $ 0.61 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Mar. 31, 2023 USD ($) shares |
Warrants intrinsic value | $ | $ 0 |
Warrant [Member] | |
Warrants outstanding | shares | 22,313,335 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Notes payable outstanding | $ 0 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Mar. 31, 2023 | |
Line Of Credit | ||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | |
Line of credit facility, expiration date | Nov. 30, 2023 | |
Line of credit facility, interest rate during period | 1% | |
Long term line of credit | $ 100,000 |
SCHEDULE OF MATURITIES OF LONG
SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 – due between April 1, 2023 and March 31, 2024 | $ 1,025,362 |
2024 – due between April 1, 2024 and March 31, 2025 | 1,136,102 |
2025 – due between April 1, 2025 and March 31, 2026 | 835,671 |
2026 – due between April 1, 2026 and March 31, 2027 | 754,233 |
2027 – due between April 1, 2027 and March 31, 2028 | 679,880 |
2028 and later – due between April 1, 2028 and thereafter | 383,045 |
Total long-term debt | $ 4,814,293 |
LONG-TERM DEBT OBLIGATIONS (Det
LONG-TERM DEBT OBLIGATIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instrument [Line Items] | |
Long term debt, maturity description | The debt matures from 2023 through 2028. |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Long term debt, interest rates | 3.69% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Long term debt, interest rates | 9.95% |
MAJOR CUSTOMER AND CONCENTRAT_2
MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] - Largest Customers [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Benchmark [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 89% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 95% |
SCHEDULE OF FINANCIAL INFORMATI
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Sales | $ 3,014,887 | ||
Gross profit | 649,002 | ||
Net Loss | (226,860) | (447,974) | |
Assets | 8,661,303 | 53,938 | $ 8,230,465 |
Depreciation | 354,184 | $ 395,543 | |
Interest expense | 43,637 | 4,303 | |
Tax expense | |||
Capital expenditures for long-lived assets | 746,226 | ||
Biochar Products And Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Gross profit | |||
Net Loss | (19,164) | ||
Assets | 15,564 | ||
Depreciation | |||
Interest expense | |||
Tax expense | |||
Capital expenditures for long-lived assets | 15,350 | ||
Stream Mitigation Banking [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Gross profit | |||
Net Loss | |||
Depreciation | |||
Interest expense | |||
Tax expense | |||
Capital expenditures for long-lived assets | |||
Environmental Security Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | 26,400 | ||
Gross profit | 10,423 | ||
Net Loss | (17,105) | ||
Assets | 77,962 | ||
Depreciation | 1,428 | ||
Interest expense | |||
Tax expense | |||
Capital expenditures for long-lived assets | 52,674 | ||
Cannabinoid Drug Development [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Gross profit | |||
Net Loss | (106,177) | (125,730) | |
Assets | 8,584 | 8,334 | |
Depreciation | |||
Interest expense | |||
Tax expense | |||
Capital expenditures for long-lived assets | |||
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Gross profit | |||
Net Loss | (271,057) | (301,527) | |
Assets | 8,412 | 45,604 | |
Depreciation | |||
Interest expense | 887 | 4,303 | |
Tax expense | |||
Capital expenditures for long-lived assets | |||
Environmental Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 8,550,781 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 5 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Apr. 30, 2023 | May 31, 2023 | |
Subsequent Event [Line Items] | ||
Shares, Issued | 300,000 | |
Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of shares and warrants | $ 400,000 | |
Purchase Agreement [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Issuance and sale of shares | 2,733,334 | |
Issuance and sale of shares, per share | $ 0.15 | |
Purchase Agreement [Member] | Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Issuance and sale of shares, per share | $ 0.60 | |
Additional warrants to purchase | 2,733,334 |