Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55431 | ||
Entity Registrant Name | GREENWAVE TECHNOLOGY SOLUTIONS, INC. | ||
Entity Central Index Key | 0001589149 | ||
Entity Tax Identification Number | 46-2612944 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 4016 Raintree Rd | ||
Entity Address, Address Line Two | Ste 300 | ||
Entity Address, City or Town | Chesapeake | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 23321 | ||
City Area Code | (757) | ||
Local Phone Number | 966-1432 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | GWAV | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 public float | $ 11,926,210 | ||
Entity common stock shares outstanding | 11,250,813 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 821,804 | $ 2,958,293 |
Inventories | 189,646 | 381,002 |
Accounts receivable | 215,256 | |
Prepaid expenses | 12,838 | |
Total current assets | 1,239,544 | 3,339,295 |
Property and equipment, net | 13,167,535 | 2,905,037 |
Advance for asset | 1,193,380 | |
Operating lease right of use assets, net - related-party | 2,419,338 | 3,479,895 |
Operating lease right of use assets, net | 590,608 | 140,628 |
Licenses, net | 18,614,750 | 20,742,150 |
Customer list, net | 1,959,125 | 2,183,025 |
Intellectual property, net | 2,277,000 | 2,884,200 |
Goodwill | 2,499,753 | |
Security deposit | 6,893 | 3,587 |
Total assets | 41,468,173 | 38,177,570 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,035,330 | 2,773,894 |
Accrued payroll and related expenses | 3,946,411 | 4,001,470 |
Contract liability | 25,000 | 25,000 |
Factoring, net of unamortized debt discount of $1,221,022 and $0, respectively | 4,893,207 | 97,000 |
Non-convertible notes payable, current portion, net of unamortized debt discount of $500,250 and $11,724, respectively | 1,820,819 | 228,276 |
Derivative liabilities | 44,024,242 | |
Convertible notes payable, net of unamortized debt discount of $0 and $31,255,497, respectively | 6,459,469 | |
Due to related parties | 317,781 | 122,865 |
Operating lease obligations, current portion - related-party | 2,742,140 | 1,427,618 |
Operating lease obligations, current portion | 232,236 | 288,108 |
Environmental remediation | 22,207 | |
Total current liabilities | 19,012,924 | 59,470,149 |
Operating lease obligations, less current portion - related-party | 1,987,752 | |
Operating lease obligations, less current portion | 116,262 | 43,020 |
Non-convertible notes payable, net of unamortized debt discount of $1,965,113 and $0, respectively | 7,001,422 | 24,711 |
Total liabilities | 26,130,608 | 61,525,632 |
Commitments and contingencies (See Note 8) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 10,962,319 and 3,331,916 shares issued and outstanding, respectively | 10,962 | 3,332 |
Common stock to be issued, 0 and 8,500 shares, respectively | 8 | |
Additional paid in capital | 377,595,618 | 275,058,282 |
Accumulated deficit | (362,269,015) | (298,409,685) |
Total stockholders’ equity (deficit) | 15,337,565 | (23,348,062) |
Total liabilities and stockholders’ equity | 41,468,173 | 38,177,570 |
Series Z Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock - Series Z, $0.001 par value, $20,000 stated value, 500 shares authorized; 322 and 500 shares issued and outstanding, respectively | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Unamortized debt discount, noncurrent | $ 1,965,113 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Commom stock, shares issued | 10,962,319 | 3,331,916 |
Commom stock, shares outstanding | 10,962,319 | 3,331,916 |
Common stock, shares to be issued | 0 | 8,500 |
Series Z Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 20,000 | $ 20,000 |
Preferred stock shares issued | 322 | 500 |
Preferred stock shares outstanding | 322 | 500 |
Factoring [Member] | ||
Unamortized debt discount, current | $ 1,221,022 | $ 0 |
Non Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | 500,250 | 11,724 |
Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | $ 0 | $ 31,255,497 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 33,978,425 | $ 8,098,036 |
Cost of Revenues | 21,537,572 | 5,238,482 |
Gross Profit | 12,440,853 | 2,859,554 |
Operating Expenses: | ||
Advertising | 83,993 | 33,595 |
Payroll and related expense | 6,991,095 | 1,541,773 |
Rent, utilities and property maintenance | 3,464,516 | 605,480 |
Environmental remediation expense | 17,962 | |
Hauling and equipment maintenance | 3,378,452 | 513,928 |
Impairment of Intangible Assets | 2,499,753 | |
Depreciation and amortization expense | 4,061,404 | 888,781 |
Consulting, accounting and legal | 897,981 | 395,901 |
Other general and administrative expenses | 1,946,580 | 1,789,698 |
Total Operating Expenses | 23,323,775 | 5,787,118 |
Loss From Operations | (10,882,992) | (2,927,564) |
Other Income (Expense): | ||
Interest expense | (34,079,230) | (10,561,789) |
Other loss | (79,231) | |
Change in derivative liability for authorized shares shortfall | 14,264,476 | (171,343,164) |
Change in fair value of derivative liabilities | 300,885 | |
Gain (loss) on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 516,920 | 182,160,381 |
Warrant expense for liquidated damages settlement | (7,408,681) | |
Gain on forgiveness of debt | 739,710 | |
Gain (loss) on conversion of convertible notes | 2,625,378 | (880) |
Total Other Income (Expense) | (24,160,368) | 1,295,143 |
Net Loss Before Income Taxes | (35,043,290) | (1,632,421) |
Provision for Income Taxes (Benefit) | ||
Net Loss | (35,043,290) | (1,632,421) |
Deemed dividend for Series Z price protection trigger upon uplisting | (7,237,572) | |
Deemed dividend for triggering of warrant price protection upon uplisting | (21,115,910) | |
Deemed dividend for repricing of certain warrants for liquidated damages waiver | (462,556) | |
Deemed dividend resulting from amortization of preferred stock discount | (34,798,923) | |
Deemed dividend resulting from redemption of Series X shares | 3,326,237 | |
Deemed dividend resulting from redemption of Series Y shares | 35,881,134 | |
Net Income (Loss) Available to Common Stockholders | $ (63,859,328) | $ 2,776,027 |
Net Income (Loss) Per Common Share: | ||
Basic | $ (9.71) | $ 0.57 |
Diluted | $ (9.71) | $ 0.36 |
Weighted Average Common Shares Outstanding: | ||
Basic | 6,577,303 | 4,848,574 |
Diluted | 6,577,303 | 8,199,137 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series X Preferred Stock [Member] | Preferred Stock [Member] Series Y Preferred Stock [Member] | Preferred Stock [Member] Series Z Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Discount on Preferred Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 1 | $ 1,661 | $ 3,025 | $ 284,420,948 | $ (20,973,776) | $ (301,185,712) | $ (37,733,852) | ||
Balance, shares at Dec. 31, 2020 | 16.05 | 654.781794 | 1,000 | 1,661,431 | 3,024,604 | |||||
Issuance of common stock previously recorded as to be issued | $ 4 | $ (4) | ||||||||
Issuance of common stock previously recorded as to be issued, shares | 3,355 | (3,355) | ||||||||
Issuance of common shares for services rendered | $ 7 | 166,848 | 166,855 | |||||||
Issuance of common shares for services rendered, shares | 7,252 | |||||||||
Issuance of common stock upon conversion of Series Z Preferred | $ 15 | 132,987 | 133,002 | |||||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 14,828 | |||||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement | $ (5) | (10,995) | (11,000) | |||||||
Cancelation of common shares and warrants in exchange for cash paid per cancelation agreement, shares | (4,950) | |||||||||
Sale of Series X preferred shares | 200,000 | 200,000 | ||||||||
Sale of Series X preferred shares, shares | 10 | |||||||||
BCF recognized upon issuance of Series X preferred shares | 2,852,500 | (2,852,500) | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants | 1,314,678 | 1,314,678 | ||||||||
Series Y preferred shares issued in exchange for convertible notes, accrued interest and warrants, shares | 65.733880 | |||||||||
BCF recognized upon issuance of Series Y preferred shares | 10,972,647 | (10,972,647) | ||||||||
Deemed dividend resulting from amortization of preferred stock discount | 34,798,923 | (34,798,923) | ||||||||
Series Z preferred shares issued as equity kicker for note payable | 867,213 | 867,213 | ||||||||
Series Z preferred shares issued as equity kicker for note payable, | 250 | |||||||||
Series Z preferred shares issued as part of settlement agmt | $ 1 | 6,530,867 | 6,530,868 | |||||||
Series Z preferred shares issued as part of settlement ageement, shares | 250 | |||||||||
Common shares issued in business combination | $ 1,650 | 18,412,350 | 18,414,000 | |||||||
Common shares issued in business combination, shares | 1,650,000 | |||||||||
Common shares to be issued canceled for no consideration | $ (3,013) | 3,013 | ||||||||
Common shares to be issued canceled for no consideration, shares | (3,012,749) | |||||||||
Redemption of Series X preferred shares | (501,463) | (501,463) | ||||||||
Redemption of Series X preferred shares, shares | (26.05) | |||||||||
Deemed dividend resulting from redemption of Series X preferred shares | (3,326,237) | 3,326,237 | ||||||||
Redemption of Series Y preferred shares | $ (1) | (11,095,941) | (11,095,942) | |||||||
Redemption of Series Y preferred shares, shares | (720.515674) | |||||||||
Deemed dividend resulting from redemption of Series Y preferred shares | (35,881,134) | 35,881,134 | ||||||||
Series C preferred shares contributed back to the Company and promptly retired | $ (1) | 1 | ||||||||
Series C preferred shares contributed back to the Company and promptly retired, shares | (1,000) | |||||||||
Net loss | (1,632,421) | (1,632,421) | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 3,332 | $ 8 | 275,058,282 | (298,409,685) | (23,348,062) | ||||
Ending balance, shares at Dec. 31, 2021 | 500 | 3,331,916 | 8,500 | |||||||
Issuance of common stock previously recorded as to be issued | $ 8 | $ (8) | ||||||||
Issuance of common stock previously recorded as to be issued, shares | 8,500 | (8,500) | 8,500 | |||||||
Issuance of common stock upon conversion of Series Z Preferred | $ (1) | $ 725 | (725) | |||||||
Issuance of common stock upon conversion of Series Z Preferred, shares | (178) | 725,000 | ||||||||
Net loss | (35,043,290) | (35,043,290) | ||||||||
Elimination of derivative liabilities for authorized share shortfall | 29,759,766 | 29,759,766 | ||||||||
Issuance of common stock upon conversion of convertible debt at uplisting | $ 6,897 | 36,553,575 | 36,560,472 | |||||||
Issuance of common stock upon conversion of convertible debt at uplisting, shares | 6,896,903 | |||||||||
Warrant expense for liquidated damages waiver | 7,408,681 | 7,408,681 | ||||||||
Deemed dividend for Series Z price protection trigger upon uplisting | 7,237,572 | (7,237,572) | ||||||||
Deemed dividend for repricing & issuance of additional warrants upon uplisting | 21,115,910 | (21,115,910) | ||||||||
Deemed dividend for repricing of certain warrants for liquidated damages waiver | 462,556 | (462,556) | ||||||||
Rounding | 1 | (2) | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 10,962 | $ 377,595,618 | $ (362,269,015) | $ 15,337,565 | ||||||
Ending balance, shares at Dec. 31, 2022 | 322 | 10,962,319 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (35,043,290) | $ (1,632,421) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 875,809 | 888,781 |
Amortization of intangible assets | 2,958,500 | |
Impairments on property and equipment | 227,185 | 388,877 |
Amortization of right of use assets | 2,390,991 | 22,436 |
Amortization of right of use assets, related-party | 373,640 | |
Impairment on goodwill | 2,499,753 | |
Change in derivative liability for authorized shares shortfall | 171,343,164 | |
Interest and amortization of debt discount | 32,340,565 | 10,198,924 |
(Gain) loss on conversion of convertible notes payable | (2,625,378) | 880 |
Gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | (182,160,381) | |
Gain on settlement of non-convertible notes | (516,920) | |
Warrant expense for liquidated damages settlement | 7,408,681 | |
Gain on forgiveness of debt | (739,710) | |
Share-based compensation | 166,855 | |
Expenses paid directly by non-convertible noteholder on behalf of company | 158,371 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (215,256) | |
Change in fair value of derivative liabilities | (14,264,476) | (300,885) |
Inventories | 191,356 | (381,002) |
Prepaid expenses | (12,838) | 97,132 |
Security deposits | (3,306) | (2,437) |
Accounts payable and accrued expenses | 1,703,299 | (609,683) |
Accrued payroll and related expenses | 1,738,665 | 137,415 |
Contract liabilities | 25,000 | |
Due to related party | 194,916 | |
Principal payments made on operating lease liabilities | (2,434,068) | (30,544) |
Principal payments made on operating lease liabilities, related-party | (382,815) | |
Environmental remediation | (22,207) | (48,810) |
Net cash used in operating activities | (2,609,173) | (2,487,213) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,936,027) | (218,693) |
Cash acquired in acquisition | 141,027 | |
Net cash used in investing activities | (5,936,027) | (77,666) |
Cash flows from financing activities: | ||
Proceeds from sale of Series X preferred shares | 200,000 | |
Proceeds from issuance of convertible notes payable | 27,585,450 | |
Repayments of convertible notes payable as part of settlements | (2,503,300) | |
Proceeds from issuance of non-convertible notes payable | 2,725,000 | 1,465,053 |
Repayments of non-convertible notes payable | (220,000) | (5,629,455) |
Repayments of notes | (221,500) | |
Proceeds from factoring advances | 6,518,310 | 70,452 |
Repayments of factoring advances | (2,381,089) | (4,165,973) |
Repayments of advances | (12,000) | |
Cash paid in cancelation of common shares and warrants | (26,000) | |
Redemption of Series X preferred shares for cash | (501,463) | |
Redemption of Series Y preferred shares for cash | (11,095,942) | |
Proceeds from advances from related parties | 122,865 | |
Net cash provided by financing activities | 6,408,711 | 5,521,687 |
Net (decrease) increase in cash | (2,136,489) | 2,956,808 |
Cash, beginning of year | 2,958,293 | 1,485 |
Cash, end of year | 821,804 | 2,958,293 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | 216,763 | 362,865 |
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Reclassification of derivative liability to additional paid in capital due to resolution of authorized share shortfall | 29,759,766 | |
Deemed dividend for warrant repricing at uplisting | 21,115,910 | |
Deemed dividend for price protection trigger in Series Z Preferred at uplisting | 7,237,572 | |
Equipment purchased by issuance of non-convertible notes payable | 3,930,745 | |
Increase in right of use assets and operating lease liabilities | 2,677,544 | 430,638 |
Factoring proceeds utilized for payoff of factoring liabilities | 1,834,167 | |
Land purchased with deed of trust notes | 1,200,000 | |
Advance for asset by issuance of notes payable | 1,193,380 | |
Deemed dividend for repricing of certain warrants for liquidated damages waiver | 462,566 | |
Common shares issued upon conversion of convertible notes and accrued interest | 36,560,472 | 133,002 |
Common stock issued upon conversion of Series Z Preferred | 725 | |
Issuance of common shares previously to be issued | 8 | 4 |
Reduction of derivative liabilities stemming from settlement of convertible notes payable and accrued interest, warrants and accounts payable and cancelation of common shares in exchange for Series Y and Series Z preferred shares and cash | 153,155,575 | |
Deemed dividend resulting from redemption of Series X shares | 35,881,134 | |
Amortization of discount on preferred stock | 34,798,923 | |
Common shares issued in business combination | 18,414,000 | |
Series Z preferred shares issued as part of settlement agreement | 6,530,868 | |
Nonconvertible notes rolled into convertible notes | 5,800,000 | |
Deemed dividend resulting from redemption of Series X shares | 3,326,237 | |
Series Y preferred shares issued as settlement for convertible notes payable, accrued interest and warrants | 1,314,678 | |
Settlement paid directly by CEO on behalf of company | 1,000,000 | |
Series Z preferred shares issued as equity kicker for note payable | 867,213 | |
Expenses paid directly by non-convertible noteholder on behalf of company | 158,371 | |
Reclassify accrued interest to convertible notes payable | 93,685 | |
Common shares to be issued canceled for no consideration | 3,013 | |
Preferred Series C shares contributed back to the Company for no consideration | $ 1 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 11 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate of Merger in Virginia. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our consolidated financial statements include the accounts of Empire Services, Inc., Liverman Metal Recycling, Inc., Empire Staffing, LLC, and Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2022, the Company had cash of $ 821,804 17,773,380 (2,609,173) (362,269,015) During the year ended December 31, 2022, the Company received proceeds of $ 2,725,000 6,518,310 Until the Company’s consummation of the Empire acquisition, the Company had experienced net losses and negative cash flows from operations. The Company believes it could generate positive cashflows from operations going forward but in the event the market for recycled metals experiences a sharp downturn or if it experiences delays in its growth plans, the Company may need to raise additional capital. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All 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 (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 434,399 2,727,928 Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain non-convertible notes, see “Note 9 – Advances, Non-Convertible and PPP Notes Payable.” Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers. Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 20 – Related Party Transactions. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 13 – Leases. Paycheck Protection Program Notes We classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the principal and interest due under the PPP notes were recorded as gains on forgiveness of debt. See “Note 9 – Advances, Non-Convertible and PPP Notes Payable.” Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 12 – Commitments and Contingencies. Revenue Recognition The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2022 and 2021, the Company had a contract liability of $ 25,000 25,000 The following table details our contract liability activity for the years ended December 31, 2021 and 2022: SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2020 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2021 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 Inventories Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the cost of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 189,646 381,002 Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 83,993 33,595 Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. See “Note 19 – Income Taxes.” Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 4— Empire Acquisition.” Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” Deemed Dividends The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2022 and 2021 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2022 and 2021, the Company had accruals reported on the balance sheet as current liabilities of $ 0 22,207 Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management believes its environmental remediation liabilities were resolved in fiscal year 2022. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five ten years 5 years 10 years 10 years Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. During the fiscal years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753 0 2,958,500 739,625 Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value, then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. None of the goodwill is deductible for income tax purposes. During the fiscal years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753 0 0 2,499,753 Factoring Agreements We have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our financial condition. As of December 31, 2022 and 2021, the Company owed $ 4,893,207 0 1,221,022 0 Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2022 December 31, 2021 Common shares issuable upon conversion of convertible notes - 2,527,144 Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 9,757,710 2,752,941 Common shares issuable upon conversion of preferred stock 1,301,988 822,593 Total potentially dilutive shares 11,151,864 6,194,844 On February 28, 2022 the Company completed 1-for-300 reverse stock split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2022 and 2021. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company is currently evaluating the adoption of ASU 2021-08 on its consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
ACQUISITION OF EMPIRE
ACQUISITION OF EMPIRE | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF EMPIRE | NOTE 4 – ACQUISITION OF EMPIRE On September 30, 2021, the Company entered into an agreement and plan of merger to acquire Empire Services, Inc., a Virginia Corporation (the “Empire Acquisition”). The Empire Acquisition became effective upon the filing of the articles of merger with the State Corporation Commission of Virginia on October 1, 2021. Empire, a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and zinc. Empire’s business consists of purchasing scrap metals from retail customers, municipal governments and large corporations, and selling both processed and unprocessed scrap metals to steel mills and other purchasers across the country. Empire utilizes technology to create operating efficiencies and competitive advantages over other scrap metal recyclers. At the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration consisting of: (i) 1,650,000 0.001 1 3.7 The merger agreement contains representations, warranties and covenants customary for transactions of this type. Investors in, and security holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts since they were made only as of the date of the Empire Acquisition. Moreover, information concerning the subject matter of such representation and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in public disclosures. On September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire which did not represent additional purchase consideration. The fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October 1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: SCHEDULE OF BUSINESS ACQUISITION Assets acquired: Cash $ 141,027 Deposits 1,150 Notes receivable – related party 1,515,778 Property and equipment, net 3,224,337 Right of use and other assets 3,585,961 Licenses 21,274,000 Intellectual Property 3,036,000 Customer Base 2,239,000 Goodwill 2,499,753 Total assets acquired at fair value 37,517,006 Liabilities assumed: Accounts payable 845,349 Advances and environmental remediation liabilities 4,143,816 Note payable 5,684,662 Other liabilities 3,729,219 Total liabilities assumed 14,403,046 Net assets acquired 23,114,000 Purchase consideration paid: Common stock 18,414,000 Promissory Note 3,700,000 Promissory Note 1,000,000 Total purchase consideration paid $ 23,114,000 The assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement period with subsequent changes recognized in earnings or loss. The Company utilized an independent specialist for the valuation of the intangible assets. The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of the beginning of the following period: SCHEDULE OF BUSINESS ACQUISITION PRO FORMA Year Ended Net Revenues $ 27,755,762 Net Income (Loss) Available to Common Shareholders $ 5,233,967 Net Basic Earnings (Loss) per Share $ 1.08 Net Diluted Earnings (Loss) per Share $ 0.64 Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 5 – CONCENTRATIONS OF RISK Supplier Concentrations The Company has a concentration of suppliers. During the year ended December 31, 2022, two suppliers accounted for $ 1,114,265.68 639,676.14 5.3% 3% Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. One customer accounted for $ 164,932 77% Customer Concentrations The Company has a concentration of customers. For the fiscal year ended December 31, 2022, certain large customers individually accounted for $ 17,962,176 5,332,834 4,301,328 53% 16% 13% 6,682,019 83% The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6 – INVENTORIES Inventories consisted of the following as of: SCHEDULE OF INVENTORIES December 31, 2022 December 31, 2021 Processed and unprocessed scrap metal $ 189,646 $ 337,002 Finished products - 44,000 Inventories $ 189,646 $ 381,002 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 – PROPERTY AND EQUIPMENT Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company acquired equipment with a purchase price of $ 5,511,568 2,287,231 SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Machinery & Equipment $ 12,995,494 $ 4,816,756 Furniture & Fixtures 6,128 - Vehicles 20,000 - Leaseholder Improvement 988,100 - Land 980,129 - Buildings 724,170 - Subtotal 15,714,021 4,816,756 Less accumulated depreciation (2,546,486 ) (1,911,719 ) Property and equipment, net $ 13,167,535 $ 2,905,037 Depreciation expense for the years ended December 31, 2022 and 2021 was $ 875,809 149,156 227,185 388,877 1,193,380 |
AMORTIZATION OF INTANGIBLE ASSE
AMORTIZATION OF INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
AMORTIZATION OF INTANGIBLE ASSETS | NOTE 8 – AMORTIZATION OF INTANGIBLE ASSETS All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 years Customer List 2,239,000 (279,875 ) 1,959,125 9 years Licenses 21,274,000 (2,659,250 ) 18,614,750 9 years Total finite-lived intangibles 26,549,000 (3,698,125 ) 22,850,875 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 December 31, 2021 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (151,800 ) $ 2,884,200 5 years Customer List 2,239,000 (55,975 ) 2,183,025 10 years Licenses 21,274,000 (531,850 ) 20,742,150 10 years Total finite-lived intangibles 26,549,000 (739,625 ) 25,809,375 Total intangible assets, net $ 26,549,000 $ (739,625 ) $ 25,809,375 The weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2021 was approximately 8.12 no Amortization expense for intangible assets was $ 2,958,500 and $ 739,625 for the years ended December 31, 2022 and 2021, respectively. Total estimated amortization expense for our intangible assets for the years 2023 through 2027 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2023 $ 2,958,500 2024 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 Thereafter 8,817,375 |
ADVANCES, NON-CONVERTIBLE NOTES
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE | NOTE 9 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE Factoring Advances Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company became liable for merchant cash advances Empire had obtained in the amount of $ 4,975,940 4,072,799 4,104,334 903,141 871,606 On August 2, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,587,500 1,225,000 weekly 37,798 362,500 187,505 1,399,995 0 0 On August 3, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 952,500 735,000 weekly 22,679 217,500 952,500 revenue factoring 0 0 On September 28, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,477,500 The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly 36,012 337,500 165,000 1,650,000 As of December 31, 2022, the revenue factoring advance had a balance of $ 0 0 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 3,025,000 2,500,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 60,020 32,460 180,060 As of December 31, 2022, the revenue factoring advance had a balance of $ 2,352,000 492,540 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,470,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 34,904 21,330 104,712 As of December 31, 2022, the revenue factoring advance had a balance of $ 1,386,619 323,670 On December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,474,000 1,067,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 28,346 2,188 1,069,188 404,812 he remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2022, the Company owed $ 85,000 Non-Convertible Notes Payable During the year ended December 31, 2022 and 2021, the Company received proceeds from the issuance of non-convertible notes of $ 2,725,000 1,465,053 0 1,515,778 212,249 5,629,455 0 24,647 0 59,103 5,629,455 5,479,288 150,167 60,000 On April 17, 2020, the outstanding principal balance of $ 23,500 17,281 79,000 38,219 79,000 63,055 142,055 On May 4, 2020, the Company received proceeds of $ 50,000 May 4, 2022 1 50,000 466 50,466 0 0 0 330 On June 4, 2021, one of the holders of a non-convertible note payable for $ 60,000 the due date of the note from June 26, 2022 to June 24, 2023 100,000 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 August 5, 2022 764,464 707,644 30,330 37,800 56,820 730,347 34,117 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 November 15, 2025 524,381 450,268 7,896 9,070 74,113 507,880 16,501 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 4.75 December 30, 2023 1,223,530 48,000 11,907 1,292,024 69,968 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured, demand promissory note with an interest rate of 4.75 January 30, 2024 888,555 108,000 23,000 2,146 996,554 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for an Economic Injury Disaster Loan (“EIDL”) note with a 3.75 April 19, 2040 500,000 12,501 4,874 5,211 512,838 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 September 12, 2024 258,815 220,657 4,897 6,995 38,158 234,914 23,901 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 213,080 188,812 4,186 7,610 24,898 195,896 17,184 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a Paycheck Protection Program (“PPP”) note with a 1 March 16, 2023 543,000 2,902 1,012 543,275 3,915 547,190 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 June 21, 2024 493,000 431,201 7,896 14,500 61,799 460,453 32,547 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 June 21, 2024 196,875 172,893 844 5,625 23,982 186,087 10,788 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015% August 23, 2024 257,400 223,036 358 7,150 34,364 239,608 17,792 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015% September 7, 2024 154,980 135,420 215 19,560 135,523 19,457 On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 judgement entered against the Company (See Note 12 – Commitments and Contingencies Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. 10,297 and $ 5,978 during the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company made $ 165,000 and $ 70,000 in payments, respectively towards the Resolution Agreement. As of December 31, 2022 and 2021, the Resolution Agreement had a balance of $ 38,284 and $ 192,987 , net an unamortized debt discount of $ 1,716 and $ 12,013 , respectively. On January 24, 2022, the Company settled a non-convertible note in the principal amount of $ 55,000 358,420 250,000 163,420 On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $ 74,186 65,000 10,000 2,400 1,236 6,182 1,296 60,114 7,890 On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $ 964,470 750,000 6,665 19,260 10.6% October 21, 2026 46,655 34,440 732,550 180,030 On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5% September 1, 2032 4,476 4,046 9,382 595,954 3,184 On September 1, 2022, the Company entered into an additional Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5% September 1, 2032 4,476 4,046 9,382 595,954 3,184 On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $ 2,980,692 2,505,000 82,797 10.6% September 14, 2025 47,411 165,594 2,386,817 428,281 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,539,630 1,078,502 10,410 20,950 10.6% 6,618 1,085,120 454,510 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,560,090 1,092,910 10,630 21,225 10.6% 6,867 1,099,614 460,476 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,597,860 1,119,334 10,860 21,740 10.6% 6,867 1,126,201 471,659 On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,557,435 1,093,380 10,585 21,190 10.6% 3,254 1,096,634 460,801 The following table details the current and long-term principal due under non-convertible notes as of December 31, 2022. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 49,457 Non-Convertible Note (Issued March 8, 2019) 5,000 - Sheppard Mullin Resolution Agreement (Issued September 23, 2021) 40,000 - Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Equipment Finance Note (Issued April 21, 2022) 231,120 681,460 Equipment Finance Note (Issued September 14, 2022) 993,564 1,821,534 Equipment Finance Note (Issued November 28, 2022) 230,320 1,309,310 Equipment Finance Note (Issued November 28, 2022) 233,510 1,326,580 Equipment Finance Note (Issued November 28, 2022) 239,120 1,358,740 Equipment Finance Note (Issued December 15, 2022) 222,465 1,334,970 Debt Discount (500,250 ) (1,965,113 ) Total Principal of Non-Convertible Notes $ 1,820,819 $ 7,001,422 Total principal payments due on non-convertible notes 2023 through 2027 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2023 $ 2,321,069 2024 2,368,205 2025 2,202,611 2026 1,336,121 2027 1,327,466 Thereafter 1,732,133 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2022 and 2021, the Company owed accounts payable and accrued expenses of $ 5,035,330 2,773,894 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts Payable $ 1,548,847 $ 623,557 Credit Cards 206,669 126,063 Accrued Interest 1,708,965 1,880,066 Accrued Expenses 1,570,849 144,208 Total Accounts Payable and Accrued Expenses $ 5,035,330 $ 2,773,894 |
ACCRUED PAYROLL AND RELATED EXP
ACCRUED PAYROLL AND RELATED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Payroll And Related Expenses | |
ACCRUED PAYROLL AND RELATED EXPENSES | NOTE 11 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. As of December 31, 2022 and 2021, the Company owed payroll tax liabilities, including penalties, of $ 3,946,411 4,001,470 |
COMMITMENTS AND CONTINGENCES
COMMITMENTS AND CONTINGENCES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCES | NOTE 12 – COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Sheppard Mullin’s Demand for Arbitration On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $ 487,390.73 459,251 On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made all its required payments under the Resolution Agreement Virginia DEQ Consent Order On June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board. Under the Consent Order, the Company is required to pay a civil penalty of $ 90,000 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $ 71,017 15,017 56,000 34,983 42,000 22,207 14,000 8,207 Rother Investments’ Petition On October 28, 2020, Rother Investments, LLC (“Rother Investments”) filed a complaint in the District Court of 419th Judicial District, Travis County, Texas against the Company, alleging the Company’s default under a certain promissory note (the “Rother Investments Note”) in payment of the outstanding principal amount and interest under the Note, as described in the complaint. Rother Investments seeks to collect the amount of $ 124,750 100,000 Power Up Lending Group, Ltd. Complaint As disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2021, on October 11, 2019, Power Up Lending Group, Ltd. (“Power Up”) filed a complaint against the Company and Isaac Dietrich, a former officer and director of the Company, in the Supreme Court of the State of New York, County of Nassau. The complaint alleged, among other things, (i) the occurrence of events of default in certain notes (the “Power Up Notes”) issued by the Company to Power Up, (ii) misrepresentations by the Company including, but not limited to, with respect to the Company’s obligation to timely file its required reports with the SEC and (iii) lost profits as a result of the Company’s failure to convert the Power Up Notes in accordance with the terms thereof. On April 30, 2021, the Company entered into a settlement agreement (the “Settlement”) with PowerUp by accepting an offer communicated to the Company via electronic mail. In accordance with the terms of the Settlement, PowerUp, the judgment creditor of a judgment against the Company and Isaac Dietrich, the Company’s former Chief Executive Officer and director, in the total amount of $ 350,551.10 150,000.00 Trawick’s Complaint As previously reported by the Company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021, on or about January 25, 2021, Travis Trawick (“Trawick”) filed a complaint (“Trawick’s Lawsuit”) against the Company and Isaac Dietrich, the Company’s former Chief Information Officer and director, in the Circuit Court for the City of Virginia Beach, Virginia (the “Court”), asserting the Company’s failure to remit payments under the certain promissory note, as subsequently amended and modified, and ancillary documents thereto (collectively, the “Note”), and Mr. Dietrich’s failure to fulfill its obligations, as the guarantor, under the Note. On May 4, 2021, Trawick requested that the Clerk of the Court filed for entry an order to dismiss Trawick’s Lawsuit with prejudice. Iroquois Master Fund On June 30, 2021, the Company received an e-mail containing a demand (the “Demand”) for arbitration (the “Arbitration”) at American Arbitration Association in Denver, Colorado, by Iroquois Master Fund Ltd. (“Iroquois”) against the Company, Isaac Dietrich, a former officer and director, and Danny Meeks, the Company’s director, and Empire Services, Inc. (“Empire”). The Demand alleges breach of contract and various related state law claims against the defendants, and sought, inter alia 12 150 Litigation Litigation On July 21, 2021, in response to the Demand, Isaac Dietrich, Danny Meeks, and Empire, filed a complaint (the “Complaint”) against Iroquois in the United States District Court of the Southern District of New York alleging that the aforementioned plaintiffs were not parties to the warrant the Demand based on, and as such, the Demand could not have brought against them. Declaratory relief and injunctive relief were sought in the Complaint. On August 20, 2021, Iroquois submitted an answer with counterclaims stating that Iroquois informed the American Arbitration Association (the arbitral body overseeing the Arbitration) that it would (i) dismiss the Counterclaim Defendants from the Arbitration without prejudice, (ii) assert its claims against Isaac Dietrich, Danny Meeks, and Empire the in the action commended by them, and (iii) proceed with the Arbitration with respect to the Company only. In its answer, Iroquois made allegations substantially similar to the claims made in the Arbitration, asserted defenses, and requested an award in not less than $ 12 Settlement On September 30, 2021, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Iroquois; Dietrich; Meeks; and Empire. Pursuant to the Settlement Agreement, in exchange for terminating any duties owed by the Company to Iroquois under the Warrant, the Company agreed to pay, on its own behalf and on behalf of Dietrich, Meeks, and Empire, one million dollars ($ 1,000,000 0.001 0.001 9.99 Note 16 – Stockholders’ Equity 1,000,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 13 – LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 3,492,531 3,650,358 145,821 50,000 The Company is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1st of every year thereafter 11,200 January 1, 2024 5 Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 30,699 31,061 Under the terms of the lease, Empire is required to pay $ 1,150 March 31, 2024 1,150 The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements On October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $ 9,677 January 1, 2024 the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements On January 24, 2022, the Company entered into leasing agreements for 3,521 3,668 3,668 Effective February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the terms of the lease, the Company is required to pay $ 8,000 January 1, 2024 5 5 Effective October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth, VA 23707. Under the terms of the lease, the Company is required to pay $ 4,300 December 31, 2027 5 5 Automobile Leases (Operating Leases) Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 26,804 18,661 Under the terms of the lease, Empire is required to pay $ 750 February 18, 2025 Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 27,757 650 February 15, 2026 the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease On April 1, 2021, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire is required to pay $ 2,700 March 31, 2023 On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $ 18,000 December 23, 2025 the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease On July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months July 31, 2024 the Company does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 ROU assets – related party $ 2,419,338 $ 3,479,895 ROU assets 590,608 140,628 Total ROU assets 3,009,946 3,620,523 Current portion of lease liabilities – related party $ 2,742,140 $ 1,427,618 Current portion of lease liabilities 232,236 288,108 Long term lease liabilities – related party, net of current portion - 1,987,752 Long term lease liabilities, net of current portion 116,262 43,020 Total lease liabilities $ 3,090,638 $ 3,746,498 Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2022 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2023 $ 2,974,377 2024 170,731 2025 140,295 2026 134,476 2027 42,430 Total Minimum Lease Payments $ 3,462,309 Less: Imputed Interest $ (371,670 ) Present Value of Lease Payments $ 3,090,639 Less: Current Portion $ (2,974,377 ) Long Term Portion $ 116,262 The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the years ended December 31, 2022 and 2021 was $ 2,619,300 497,177 1.1 10 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 14 – CONVERTIBLE NOTES PAYABLE On November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors (“Investors”). Pursuant to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $ 37,714,966 27,585,450 4,762,838 2,514,331 36,516,852 6 6 May 30, 2022 0.001 15.00 2,200,000 200,000 2,904,697 The maturity date of the senior notes was extended by the Company on May 27, 2022 from May 30, 2022 to November 30, 2022, which was accounted for as a debt modification. The maturity date of the senior notes may be extended by the holders under other circumstances specified therein. If the Company is unable to extend the senior notes or elects not to do so, the Company will be required to repay the senior notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity. The warrants are exercisable for five ( 5 2,514,331 19.50 Upon the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. Upon the consummation of a 1:300 reverse split On July 22, 2022, simultaneously with the listing of the Company’s common stock on Nasdaq, the Company issued 6,896,903 37,714,966 1,470,884 2,625,378 On September 12, 2022, in exchange for the waiver of liquidated damages in the amount of $ 2,726,022 6,512,773 7.52 5.50 2,726,022 5.50 462,556 7,408,681 The maturity dates of the convertible notes outstanding at December 31, 2022 are: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due November 30, 2022 $ - Total Principal Outstanding $ - During the year ended December 31, 2022, there was amortization of debt discount of $ 31,255,497 0 6,459,469 0 31,255,497 0 192,191 |
DERIVATIVE LIABILITIES AND FAIR
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities And Fair Value Measurements | |
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | NOTE 15 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS As of December 31, 2021 the Company did not have sufficient authorized but unissued shares to satisfy the conversion or exercise of its convertible notes, warrants, preferred shares, and options. As such, the Company recorded a derivative liability for these instruments. Upon the consummation of a 1:300 reverse stock split on February 17, 2022, the Company rectified this authorized share shortfall and reclassified the carrying value of its derivative liabilities as of that date to additional paid in capital. During the year ended December 31, 2021, upon issuance of convertible debt and warrants, the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 110.59 138.73 0.07 1.14 0.50 5.0 On December 31, 2021, the Company estimated the fair value of the embedded derivatives of $ 44,024,242 0 136.12 0.19 1.15 0.41 5.0 On February 17, 2022, the Company estimated the fair value of the embedded derivatives of $ 29,759,766 0 155.45 0.06 1.85 0.28 4.79 The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2022, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - $ - December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 44,024,242 $ - $ - $ 44,024,242 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES Balance, December 31, 2020 $ 25,475,514 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 33,448,287 Transfers out due to conversions of convertible notes and accrued interest into common shares (118,778 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred Shares (4,834,911 ) Transfers out due to cash payments made pursuant to settlement agreements (180,988,150 ) Derivative liability due to authorized shares shortfall 171,343,164 Mark to market to December 31, 2021 (300,885 ) Balance, December 31, 2021 $ 44,024,242 Transfers out due to elimination of authorized share shortfall (reclassified to additional paid in capital) (29,759,766 ) Mark to market to February 17, 2022 (14,264,476 ) Balance, December 31, 2022 $ - Gain on change in derivative liabilities for the year ended December 31, 2022 $ 14,264,476 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. In July 2022, convertible debt in the principal amount of $ 37,714,966 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 16 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 0.001 Series C On July 16, 2019, the Company authorized the issuance of 1,000 0.001 1,000 3,334 As of December 31, 2022 and 2021, there were 0 0 On December 16, 2021, the Company’s former Chief Executive Officer forfeited his 1,000 A Certificate of Elimination of the Series C convertible preferred stock was filed on December 16, 2021. Series X On November 23, 2020, the Company authorized the issuance of 100 0.0001 20,000 0.60 From November 25 to December 23, 2020, the Company issued an aggregate of 16.05 321,000 Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $ 454,200 454,200 46,448 407,752 From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000 2,852,500 2,852,500 3,260,252 0 On November 30, 2021 26.05 501,463 3,326,237 A Certificate of Elimination of the Series X convertible preferred stock was filed on December 10, 2021. As of December 31, 2022 and 2021, there were 0 0 Series Y On December 30, 2020, the Company authorized the issuance of 1,000 0.001 20,000 0.60 From December 23 to December 30, 2020, the Company issued 654.781794 13,095,636 5,775,767 133,608 3,625,237 14,765,624,721 92,934,419 72,892,563 162,132,350 3.20716 64,143 3,172 60,971 60,971 21,594,115 21,594,115 1,028,091 20,566,024 From January 7 to March 23, 2021, the Company issued 4.82388 96,478 38,500 77,205 437,500 2,502,223 1,396,283 3,917,734 60.91 1,218,200 33,000 1,185,200 936,405 936,405 10,972,647 10,972,647 31,538,671 0 On November 30, 2021, the Series Y Preferred Stock were redeemed for $ 11,095,941 35,881,134 A Certificate of Elimination of the Series Y convertible preferred stock was filed on December 10, 2021. As of December 31, 2022 and 2021, there were 0 0 Series Z On September 30, 2021, the Company authorized the issuance of 500 0.001 20,000 500 19.98 On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $ 1,000,000 1,000,000 6,530,867 8 3,000,000 867,213 On September 30, 2021, an investor owning warrants to purchase 520,834 0.12 1,000,000 6,530,867 5,750,067 1,000,000 6,530,867 1,780,800 The Series Z Preferred Shares are not convertible into shares of common stock until there is sufficient authorized but unissued shares of common stock to satisfy the conversions, thus a derivative liability was not recorded for the shares of common stock underlying the Series Z Preferred Shares. On September 9, 2022, 117 475,000 On November 16, 2022, 61 250,000 As of December 31, 2022 and December 31, 2021, there were 322 500 Common Stock The Company is authorized to issue 1,200,000,000 0.001 During the year ended December 31, 2021, the Company issued 14,828 133,002 13,345 118,778 880 During the year ended December 31, 2021, the Company issued 3,355 During the year ended December 31, 2021, an investor owning 4,950 3,238,542 0.12 11,000 5 10,995 74,134,327 74,134,327 During the year ended December 31, 2021, the Company awarded an aggregate of 7,252 166,855 During the year ended December 31, 2021, the Company issued 1,650,000 18,414,000 During the year ended December 31, 2021, the Company retired 3,012,746 3,013 During the year ended December 31, 2022, the Company issued 8,500 During the year ended December 31, 2022, the Company issued 6,896,903 $ 37,714,966 $ 1,470,884 2,625,378 36,553,575 During the year ended December 31, 2022, the Company issued 725,000 178 725 As of December 31, 2022 and 2021, there were 10,962,319 3,331,916 Additional Paid in Capital During the year ended December 31, 2022, the Company credited additional paid in capital $ 21,115,910 Note 17 – Warrants During the year ended December 31, 2022, the Company credited additional paid in capital $ 7,237,572 During the year ended December 31, 2022, the Company credited additional paid in capital $ 7,408,681 Note 17 – Warrants During the year ended December 31, 2022, the Company credited additional paid in capital $ 462,556 Note 17 – Warrants |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 17 – WARRANTS During the year ended December 31, 2021, the Company issued 4.82388 96,478 38,500 77,205 437,500 2,502,223 1,396,283 3,917,734 During the year ended December 31, 2021, an investor owning 4,950 3,238,542 0.12 11,000 1,485 9,515 74,134,327 74,134,327 During the year ended December 31, 2021, an investor owning warrants to purchase 4,166,667 0.12 15,000 95,380,286 95,365,286 During the year ended December 31, 2021, an investor owning warrants to purchase 520,834 0.12 1,000,000 250 6,530,868 5,750,067 1,000,000 6,530,867 1,780,800 During the year ended December 31, 2021, the Company issued warrants to purchase 2,514,351 During the year ended December 31, 2021, the Company issued warrants to purchase 200,000 On July 22, 2022, simultaneously with the listing of the Company’s common stock on Nasdaq, the price protection provision in certain warrants were triggered, resulting in the purchase price per share of warrants to purchase 2,714,351 shares of common stock being reduced from $ 19.50 per share to $ 7.52 per share, in addition to the issuance of additional warrants to purchase 4,316,474 shares of common stock at $ 7.52 per share. The Company realized a deemed dividend of $ 21,115,910 as result of the repricing of certain warrants and the issuance of additional warrants. The price protection provision in the warrants expired as a result of the Nasdaq listing. On September 12, 2022, in exchange for the waiver of certain liquidated damages due under the Registration Rights Agreement dated November 29, 2022, by and among the Company and certain of its convertible note and warrant holders party thereto, the Company reduced the exercise price of warrants to purchase 6,572,773 7.52 5.50 2,726,022 5.50 462,556 7,408,681 A summary of the warrant activity for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 8,403,603 $ 0.327 2.04 $ 14,804,944 Granted 2,714,351 $ 19.50 Exercised - - Expired/Canceled/Exchanged (8,365,013 ) $ 0.15 Outstanding at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 Granted 7,042,525 $ 5.50 Exercised - - Expired/Canceled/Exchanged (37,756 ) $ 40.00 Outstanding at December 31, 2022 9,757,710 $ 5.61 4.14 $ 635 Exercisable at December 31, 2022 9,757,710 $ 5.61 4.14 $ 635 SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.12 834 0.08 834 5.50 7.5282 9,756,876 4.14 9,756,876 9,757,710 4.14 9,757,710 The aggregate intrinsic value of outstanding stock warrants was $ 635 0.88 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 18 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (the “2021 Plan” and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2018 Plan, the “Prior Plans”), and our 2022 Equity Incentive Plan in November 2022 (“2022 Plan” , and together with the Prior Plans, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. As of December 31, 2022, the Company had granted an aggregate of 214,367 567,300 The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. There were no options issued during the years ended December 31, 2022 and 2021. A summary of the stock option activity for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 92,166 $ 148.11 6.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2021 92,166 $ 148.11 5.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Exercisable at December 31, 2022 92,166 $ 148.11 4.49 $ - SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Life In Years Number of Options Exercisable $ 23.00 75.00 44,368 5.26 44,368 75.01 150.00 6,476 4.26 6,476 150.01 225.00 6,079 3.68 6,079 225.01 300.00 33,133 3.70 33,133 300.01 600.00 2,110 3.60 2,110 92,166 92,166 The aggregate intrinsic value of outstanding stock options was $ 0 0.88 The fair value of all options that were vested as of the year ended December 31, 2022 and 2021 was $ 0 0 0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 – INCOME TAXES The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35 21 At December 31, 2022, the Company has available for income tax purposes of approximately $ 126,130,172 in federal $ 69,144,542 in Colorado state, and $ 43,622,328 which begin expiring in the year 2033 , that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2021, the Company has increased the valuation allowance from $ 21,515,047 to $ 32,743,435 . The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization. The Company is required to file income tax returns in the U.S. Federal jurisdiction and in California and Colorado. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2015. The Company’s deferred taxes as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ 52,313 Amortization 156,072 156,072 Depreciation 1,180 1,180 Interest 1,213,854 1,213,854 Change in Fair Market Value of Derivative Liabilities 14,264,476 279,582 NOL Deferred Tax Asset 17,055,540 19,812,046 Valuation allowance (32,743,435 ) (21,515,047 ) Total gross deferred tax assets - - The Company follows ASC 740-10 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX 2022 2021 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.72 )% State Income Tax, Net of Federal benefit 1.51 % 1.51 % Current Year Change in Valuation Allowance (5.83 )% (5.83 )% Prior Deferred True-Ups (5.03 )% (5.03 )% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 20– RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks As of December 31, 2022, the Company leases 12 scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer. On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent payments by an aggregate of $ 50,000 11,200 During the twelve months ended December 31, 2022, the Company paid rents of $ 2,483,217 122,866 317,781 During the year ended December 31, 2022, the Company purchased equipment for $ 152,500 20,000 During the year ended December 31, 2021, the Company’s Chief Executive Officer was reimbursed $ 224,660 0 24,647 0 59,103 On September 30, 2021, the Company authorized the issuance of 500 0.001 20,000 500 19.98 On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867. 8 3,000,000 867,213 We lease our scrap yard located at 22097 Brewers Neck Blvd., Carrollton, VA 23314, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 55,850 The lease expires on January 1, 2024 We lease our scrap yard located at 1576 Millpond Rd., Elizabeth City, NC 27909, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 11,200 The lease expires on January 1, 2024 We lease our scrap yard located at 130 Courtland Rd., Emporia, VA 23847, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 11,200 The lease expires on January 1, 2024 We lease our scrap yard located at 623 Highway 903 N., Greenville, NC 27834, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 11,200 The lease expires on January 1, 2024 We lease our scrap yard located at 8952 Richmond Rd., Toano, VA 23168, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 11,200 The lease expires on January 1, 2024 We lease our scrap yard located at 945 NC 11N, Kelford, NC 27805, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 39,293 The lease expires on January 1, 2024 We lease our scrap yard located at 1100 E Princess Anne Rd, Norfolk, VA 23504, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 16,391 The lease expires on January 1, 2024 We lease our scrap yard located at 277 Suburban Drive, Suffolk, VA 23434, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 15,450 The lease expires on January 1, 2024 We lease our scrap yard located at 9922 Hwy 17 S., Vanceboro, NC 28586, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 8,742 The lease expires on January 1, 2024 We lease our scrap yard located at 1040 Oceana Blvd, Virginia Beach, VA 23454, from DWM Properties, LLC, which is owned by our Chairman and Chief Executive Officer, for $ 15,407 The lease expires on January 1, 2024 We lease our scrap yard located at 406 Sandy Street, Fairmont, NC 28340 8,000 The lease expires on January 1, 2024 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21– SUBSEQUENT EVENTS On January 13, 2023, a shareholder converted 72 288,494 On January 20, 2023, the Company’s CEO waived his right, title, and interest to each of the four quarterly bonuses of $ 250,000 In January 2023, we leased a property in Chesapeake, VA. In April 2023, we are opening a metal recycling facility in Cleveland, Ohio. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All 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 (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash | Cash For purposes of the consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 434,399 2,727,928 |
Property and Equipment, net | Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain non-convertible notes, see “Note 9 – Advances, Non-Convertible and PPP Notes Payable.” |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers. |
Related Party Transactions | Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 20 – Related Party Transactions. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 13 – Leases. |
Paycheck Protection Program Notes | Paycheck Protection Program Notes We classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the principal and interest due under the PPP notes were recorded as gains on forgiveness of debt. See “Note 9 – Advances, Non-Convertible and PPP Notes Payable.” |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 12 – Commitments and Contingencies. |
Revenue Recognition | Revenue Recognition The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to customers. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2022 and 2021, the Company had a contract liability of $ 25,000 25,000 The following table details our contract liability activity for the years ended December 31, 2021 and 2022: SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2020 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2021 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 |
Inventories | Inventories Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories on hand, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the cost of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 189,646 381,002 |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 83,993 33,595 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. See “Note 19 – Income Taxes.” |
Business Combinations | Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 4— Empire Acquisition.” |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” |
Deemed Dividends | Deemed Dividends The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2022 and 2021 using the applicable classification criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes, preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments into shares of common stock. |
Environmental Remediation Liability | Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2022 and 2021, the Company had accruals reported on the balance sheet as current liabilities of $ 0 22,207 Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management believes its environmental remediation liabilities were resolved in fiscal year 2022. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five ten years 5 years 10 years 10 years |
Indefinite Lived Intangibles and Goodwill | Indefinite Lived Intangibles and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. During the fiscal years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753 0 2,958,500 739,625 |
Goodwill | Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value, then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. None of the goodwill is deductible for income tax purposes. During the fiscal years ended December 31, 2022 and 2021, the Company recorded $ 2,499,753 0 0 2,499,753 Factoring Agreements We have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our financial condition. As of December 31, 2022 and 2021, the Company owed $ 4,893,207 0 1,221,022 0 |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2022 December 31, 2021 Common shares issuable upon conversion of convertible notes - 2,527,144 Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 9,757,710 2,752,941 Common shares issuable upon conversion of preferred stock 1,301,988 822,593 Total potentially dilutive shares 11,151,864 6,194,844 On February 28, 2022 the Company completed 1-for-300 reverse stock split. Pursuant to GAAP, the Company retrospectively recasted and restated the weighted-average shares included within its consolidated statements of operations for the years ended December 31, 2022 and 2021. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s common stock to conform to the recasted consolidated statements of stockholders’ equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company is currently evaluating the adoption of ASU 2021-08 on its consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTRACT LIABILITY | SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2020 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2021 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE December 31, 2022 December 31, 2021 Common shares issuable upon conversion of convertible notes - 2,527,144 Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 9,757,710 2,752,941 Common shares issuable upon conversion of preferred stock 1,301,988 822,593 Total potentially dilutive shares 11,151,864 6,194,844 |
ACQUISITION OF EMPIRE (Tables)
ACQUISITION OF EMPIRE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION | The fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October 1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: SCHEDULE OF BUSINESS ACQUISITION Assets acquired: Cash $ 141,027 Deposits 1,150 Notes receivable – related party 1,515,778 Property and equipment, net 3,224,337 Right of use and other assets 3,585,961 Licenses 21,274,000 Intellectual Property 3,036,000 Customer Base 2,239,000 Goodwill 2,499,753 Total assets acquired at fair value 37,517,006 Liabilities assumed: Accounts payable 845,349 Advances and environmental remediation liabilities 4,143,816 Note payable 5,684,662 Other liabilities 3,729,219 Total liabilities assumed 14,403,046 Net assets acquired 23,114,000 Purchase consideration paid: Common stock 18,414,000 Promissory Note 3,700,000 Promissory Note 1,000,000 Total purchase consideration paid $ 23,114,000 |
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA | The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Empire had occurred as of the beginning of the following period: SCHEDULE OF BUSINESS ACQUISITION PRO FORMA Year Ended Net Revenues $ 27,755,762 Net Income (Loss) Available to Common Shareholders $ 5,233,967 Net Basic Earnings (Loss) per Share $ 1.08 Net Diluted Earnings (Loss) per Share $ 0.64 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following as of: SCHEDULE OF INVENTORIES December 31, 2022 December 31, 2021 Processed and unprocessed scrap metal $ 189,646 $ 337,002 Finished products - 44,000 Inventories $ 189,646 $ 381,002 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Machinery & Equipment $ 12,995,494 $ 4,816,756 Furniture & Fixtures 6,128 - Vehicles 20,000 - Leaseholder Improvement 988,100 - Land 980,129 - Buildings 724,170 - Subtotal 15,714,021 4,816,756 Less accumulated depreciation (2,546,486 ) (1,911,719 ) Property and equipment, net $ 13,167,535 $ 2,905,037 |
AMORTIZATION OF INTANGIBLE AS_2
AMORTIZATION OF INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 years Customer List 2,239,000 (279,875 ) 1,959,125 9 years Licenses 21,274,000 (2,659,250 ) 18,614,750 9 years Total finite-lived intangibles 26,549,000 (3,698,125 ) 22,850,875 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 December 31, 2021 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (151,800 ) $ 2,884,200 5 years Customer List 2,239,000 (55,975 ) 2,183,025 10 years Licenses 21,274,000 (531,850 ) 20,742,150 10 years Total finite-lived intangibles 26,549,000 (739,625 ) 25,809,375 Total intangible assets, net $ 26,549,000 $ (739,625 ) $ 25,809,375 |
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS | SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2023 $ 2,958,500 2024 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 Thereafter 8,817,375 |
ADVANCES, NON-CONVERTIBLE NOT_2
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE | The following table details the current and long-term principal due under non-convertible notes as of December 31, 2022. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 49,457 Non-Convertible Note (Issued March 8, 2019) 5,000 - Sheppard Mullin Resolution Agreement (Issued September 23, 2021) 40,000 - Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Equipment Finance Note (Issued April 21, 2022) 231,120 681,460 Equipment Finance Note (Issued September 14, 2022) 993,564 1,821,534 Equipment Finance Note (Issued November 28, 2022) 230,320 1,309,310 Equipment Finance Note (Issued November 28, 2022) 233,510 1,326,580 Equipment Finance Note (Issued November 28, 2022) 239,120 1,358,740 Equipment Finance Note (Issued December 15, 2022) 222,465 1,334,970 Debt Discount (500,250 ) (1,965,113 ) Total Principal of Non-Convertible Notes $ 1,820,819 $ 7,001,422 |
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES | Total principal payments due on non-convertible notes 2023 through 2027 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2023 $ 2,321,069 2024 2,368,205 2025 2,202,611 2026 1,336,121 2027 1,327,466 Thereafter 1,732,133 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts Payable $ 1,548,847 $ 623,557 Credit Cards 206,669 126,063 Accrued Interest 1,708,965 1,880,066 Accrued Expenses 1,570,849 144,208 Total Accounts Payable and Accrued Expenses $ 5,035,330 $ 2,773,894 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF ASSETS AND LIABILITIES | ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 ROU assets – related party $ 2,419,338 $ 3,479,895 ROU assets 590,608 140,628 Total ROU assets 3,009,946 3,620,523 Current portion of lease liabilities – related party $ 2,742,140 $ 1,427,618 Current portion of lease liabilities 232,236 288,108 Long term lease liabilities – related party, net of current portion - 1,987,752 Long term lease liabilities, net of current portion 116,262 43,020 Total lease liabilities $ 3,090,638 $ 3,746,498 |
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS | Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2022 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2023 $ 2,974,377 2024 170,731 2025 140,295 2026 134,476 2027 42,430 Total Minimum Lease Payments $ 3,462,309 Less: Imputed Interest $ (371,670 ) Present Value of Lease Payments $ 3,090,639 Less: Current Portion $ (2,974,377 ) Long Term Portion $ 116,262 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES | The maturity dates of the convertible notes outstanding at December 31, 2022 are: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due November 30, 2022 $ - Total Principal Outstanding $ - |
DERIVATIVE LIABILITIES AND FA_2
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities And Fair Value Measurements | |
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS | Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - $ - December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 44,024,242 $ - $ - $ 44,024,242 |
SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES | The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES Balance, December 31, 2020 $ 25,475,514 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions 33,448,287 Transfers out due to conversions of convertible notes and accrued interest into common shares (118,778 ) Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y Preferred Shares (4,834,911 ) Transfers out due to cash payments made pursuant to settlement agreements (180,988,150 ) Derivative liability due to authorized shares shortfall 171,343,164 Mark to market to December 31, 2021 (300,885 ) Balance, December 31, 2021 $ 44,024,242 Transfers out due to elimination of authorized share shortfall (reclassified to additional paid in capital) (29,759,766 ) Mark to market to February 17, 2022 (14,264,476 ) Balance, December 31, 2022 $ - Gain on change in derivative liabilities for the year ended December 31, 2022 $ 14,264,476 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 8,403,603 $ 0.327 2.04 $ 14,804,944 Granted 2,714,351 $ 19.50 Exercised - - Expired/Canceled/Exchanged (8,365,013 ) $ 0.15 Outstanding at December 31, 2021 2,752,941 $ 19.77 4.86 $ 11,650 Granted 7,042,525 $ 5.50 Exercised - - Expired/Canceled/Exchanged (37,756 ) $ 40.00 Outstanding at December 31, 2022 9,757,710 $ 5.61 4.14 $ 635 Exercisable at December 31, 2022 9,757,710 $ 5.61 4.14 $ 635 |
Warrant [Member] | |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.12 834 0.08 834 5.50 7.5282 9,756,876 4.14 9,756,876 9,757,710 4.14 9,757,710 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 92,166 $ 148.11 6.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2021 92,166 $ 148.11 5.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Exercisable at December 31, 2022 92,166 $ 148.11 4.49 $ - |
Options [Member] | |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Life In Years Number of Options Exercisable $ 23.00 75.00 44,368 5.26 44,368 75.01 150.00 6,476 4.26 6,476 150.01 225.00 6,079 3.68 6,079 225.01 300.00 33,133 3.70 33,133 300.01 600.00 2,110 3.60 2,110 92,166 92,166 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred taxes as of December 31, 2022 and 2021 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 Deferred Tax Assets/(Liability) Detail Stock Compensation $ 52,313 $ 52,313 Amortization 156,072 156,072 Depreciation 1,180 1,180 Interest 1,213,854 1,213,854 Change in Fair Market Value of Derivative Liabilities 14,264,476 279,582 NOL Deferred Tax Asset 17,055,540 19,812,046 Valuation allowance (32,743,435 ) (21,515,047 ) Total gross deferred tax assets - - |
SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX | SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX 2022 2021 Expected tax at statutory rates 21.00 % 21.00 % Nondeductible Expenses (11.72 )% (11.72 )% State Income Tax, Net of Federal benefit 1.51 % 1.51 % Current Year Change in Valuation Allowance (5.83 )% (5.83 )% Prior Deferred True-Ups (5.03 )% (5.03 )% |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 821,804 | $ 2,958,293 |
Working capital | 17,773,380 | |
Net cash provided by used in operating activities | (2,609,173) | (2,487,213) |
Accumulated deficit | (362,269,015) | (298,409,685) |
Proceeds from issuance of non-convertible notes | 2,725,000 | $ 1,465,053 |
Proceeds from issuance of factoring advances | $ 6,518,310 |
SCHEDULE OF CONTRACT LIABILITY
SCHEDULE OF CONTRACT LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Contract with customer liability current | $ 25,000 | |
New contract liabilites | 25,000 | |
New contract liabilites | ||
Contract with customer liability current | $ 25,000 | $ 25,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 11,151,864 | 6,194,844 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,527,144 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 92,166 | 92,166 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,757,710 | 2,752,941 |
Preferred Stock Convertible [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,301,988 | 822,593 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 28, 2022 | Feb. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Cash FDIC insured amount | $ 250,000 | |||
Uninsured amount | 434,399 | $ 2,727,928 | ||
Contract liability | 25,000 | 25,000 | ||
Inventory | 189,646 | 381,002 | ||
Advertising expenses | 83,993 | 33,595 | ||
Environmental remediation | 22,207 | |||
Impairment of Intangible Assets | 2,499,753 | |||
Amortization of intangible assets | 2,958,500 | 739,625 | ||
Goodwill, Impairment Loss | 2,499,753 | |||
Goodwill | 2,499,753 | |||
[custom:FactoringAdvances-0] | 4,893,207 | 97,000 | ||
Stockholders' Equity, Reverse Stock Split | 1-for-300 reverse stock split. | 1:300 reverse split | ||
Factoring [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
[custom:FactoringAdvances-0] | 4,893,207 | 0 | ||
Unamortized debt discount, current | $ 1,221,022 | $ 0 | ||
Intellectual Property [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated fair lives of long lived asset | 5 years | |||
Customer List [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated fair lives of long lived asset | 10 years | |||
License [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated fair lives of long lived asset | 10 years | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated fair lives of long lived asset | 5 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated fair lives of long lived asset | 10 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Liabilities assumed: | ||
Goodwill | $ 2,499,753 | |
Purchase consideration paid: | ||
Purchase consideration of common stock | 18,414,000 | |
Purchase consideration of promissory note | 3,700,000 | |
Purchase consideration of promissory note | 1,000,000 | |
Total purchase consideration paid | 23,114,000 | |
Empire Services Inc [Member] | ||
Liabilities assumed: | ||
Cash | 141,027 | |
Deposits | 1,150 | |
Notes receivable – related party | 1,515,778 | |
Property and equipment, net | 3,224,337 | |
Right of use and other assets | 3,585,961 | |
Licenses | 21,274,000 | |
Intellectual Property | 3,036,000 | |
Customer Base | 2,239,000 | |
Goodwill | 2,499,753 | |
Total assets acquired at fair value | 37,517,006 | |
Accounts payable | 845,349 | |
Advances and environmental remediation liabilities | 4,143,816 | |
Note payable | 5,684,662 | |
Other liabilities | 3,729,219 | |
Total liabilities assumed | 14,403,046 | |
Net assets acquired | $ 23,114,000 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Net Revenues | $ | $ 27,755,762 |
Net Income (Loss) Available to Common Shareholders | $ | $ 5,233,967 |
Net Basic Earnings (Loss) per Share | $ / shares | $ 1.08 |
Net Diluted Earnings (Loss) per Share | $ / shares | $ 0.64 |
ACQUISITION OF EMPIRE (Details
ACQUISITION OF EMPIRE (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 22, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Debt instrument face amount | $ 37,714,966 | $ 37,714,966 | |||
Empire Services Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock par value | $ 0.001 | ||||
Repayment of debt | $ 1,000,000 | ||||
Debt instrument face amount | $ 3,700,000 | ||||
Restricted Stock [Member] | Empire Services Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period shares acquisitions | 1,650,000 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Accounts payable | $ 1,548,847 | $ 623,557 |
Accounts receivable | 215,256 | |
Revenues | ||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Suppliers [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | $ 1,114,265.68 | |
Concentration risk, percentage | 5.30% | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Two Suppliers [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | $ 639,676.14 | |
Concentration risk, percentage | 3% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 77% | |
Accounts receivable | $ 164,932 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 53% | 83% |
Revenues | $ 17,962,176 | $ 6,682,019 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16% | |
Revenues | $ 5,332,834 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13% | |
Revenues | $ 4,301,328 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Processed and unprocessed scrap metal | $ 189,646 | $ 337,002 |
Finished products | 44,000 | |
Inventories | $ 189,646 | $ 381,002 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 15,714,021 | $ 4,816,756 |
Less accumulated depreciation | (2,546,486) | (1,911,719) |
Property and equipment, net | 13,167,535 | 2,905,037 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 12,995,494 | 4,816,756 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 6,128 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 20,000 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 988,100 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 980,129 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 724,170 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Accumulated depreciation | $ 2,546,486 | $ 1,911,719 | |
Depreciation expense | 875,809 | 149,156 | |
Impairment of equipment expense | 227,185 | $ 388,877 | |
Lenders advanced for equipment | $ 1,193,380 | ||
Empire Services Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Equipment purchase price | $ 5,511,568 | ||
Accumulated depreciation | $ 2,287,231 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 26,549,000 | $ 26,549,000 |
Accumulated amortization | (3,698,125) | (739,625) |
Carrying value | 22,850,875 | 25,809,375 |
Gross carrying amount | 26,549,000 | 26,549,000 |
Accumulated amortization | (3,698,125) | (739,625) |
Carrying value | 22,850,875 | 25,809,375 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,036,000 | 3,036,000 |
Accumulated amortization | (759,000) | (151,800) |
Carrying value | $ 2,277,000 | $ 2,884,200 |
Estimated remaining useful life | 4 years | 5 years |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,239,000 | $ 2,239,000 |
Accumulated amortization | (279,875) | (55,975) |
Carrying value | $ 1,959,125 | $ 2,183,025 |
Estimated remaining useful life | 9 years | 10 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,274,000 | $ 21,274,000 |
Accumulated amortization | (2,659,250) | (531,850) |
Carrying value | $ 18,614,750 | $ 20,742,150 |
Estimated remaining useful life | 9 years | 10 years |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,958,500 |
2024 | 2,958,500 |
2025 | 2,958,500 |
2026 | 2,806,700 |
2027 | 2,351,300 |
Thereafter | $ 8,817,375 |
AMORTIZATION OF INTANGIBLE AS_3
AMORTIZATION OF INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted-average amortization period for intangible assets | 8 years 1 month 13 days | |
Intangible assets acquired | $ 0 | |
Amortization of Intangible Assets | $ 2,958,500 | $ 739,625 |
SCHEDULE OF CURRENT AND LONG TE
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details) | Dec. 31, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes (Long Term) | $ 7,001,422 |
Total Principal of Non-Convertible Notes | (7,001,422) |
Total Principal of Non-Convertible Notes (Current) | 1,820,819 |
GM Financial [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 18,546 |
Total Principal of Non-Convertible Notes (Long Term) | 49,457 |
Total Principal of Non-Convertible Notes | (18,546) |
Total Principal of Non-Convertible Notes | (49,457) |
Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 5,000 |
Total Principal of Non-Convertible Notes (Long Term) | |
Total Principal of Non-Convertible Notes | (5,000) |
Total Principal of Non-Convertible Notes | |
Sheppard Mullin Resolution Agreement [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 40,000 |
Total Principal of Non-Convertible Notes (Long Term) | |
Total Principal of Non-Convertible Notes | (40,000) |
Total Principal of Non-Convertible Notes | |
Deed of Trust Note [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 53,712 |
Total Principal of Non-Convertible Notes (Long Term) | 542,242 |
Total Principal of Non-Convertible Notes | (53,712) |
Total Principal of Non-Convertible Notes | (542,242) |
Deedof Trust Note One [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 53,712 |
Total Principal of Non-Convertible Notes (Long Term) | 542,242 |
Total Principal of Non-Convertible Notes | (53,712) |
Total Principal of Non-Convertible Notes | (542,242) |
Equipment Finance Note [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 231,120 |
Total Principal of Non-Convertible Notes (Long Term) | 681,460 |
Total Principal of Non-Convertible Notes | (231,120) |
Total Principal of Non-Convertible Notes | (681,460) |
Equipment Finance Note One [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 993,564 |
Total Principal of Non-Convertible Notes (Long Term) | 1,821,534 |
Total Principal of Non-Convertible Notes | (993,564) |
Total Principal of Non-Convertible Notes | (1,821,534) |
Equipment Finance Note Two [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 230,320 |
Total Principal of Non-Convertible Notes (Long Term) | 1,309,310 |
Total Principal of Non-Convertible Notes | (230,320) |
Total Principal of Non-Convertible Notes | (1,309,310) |
Equipment Finance Note Three [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 233,510 |
Total Principal of Non-Convertible Notes (Long Term) | 1,326,580 |
Total Principal of Non-Convertible Notes | (233,510) |
Total Principal of Non-Convertible Notes | (1,326,580) |
Equipment Finance Note Four [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 239,120 |
Total Principal of Non-Convertible Notes (Long Term) | 1,358,740 |
Total Principal of Non-Convertible Notes | (239,120) |
Total Principal of Non-Convertible Notes | (1,358,740) |
Equipment Finance Note Five [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 222,465 |
Total Principal of Non-Convertible Notes (Long Term) | 1,334,970 |
Total Principal of Non-Convertible Notes | (222,465) |
Total Principal of Non-Convertible Notes | (1,334,970) |
Debt Discount [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | 500,250 |
Total Principal of Non-Convertible Notes (Long Term) | 1,965,113 |
Total Principal of Non-Convertible Notes | (500,250) |
Total Principal of Non-Convertible Notes | $ (1,965,113) |
SCHEDULE OF PRINCIPAL PAYMENTS
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES (Details) | Dec. 31, 2022 USD ($) |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
2023 | $ 2,321,069 |
2024 | 2,368,205 |
2025 | 2,202,611 |
2026 | 1,336,121 |
2027 | 1,327,466 |
Thereafter | $ 1,732,133 |
ADVANCES, NON-CONVERTIBLE NOT_3
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Dec. 30, 2022 | Dec. 29, 2022 | Dec. 28, 2022 | Dec. 15, 2022 | Dec. 08, 2022 | Nov. 28, 2022 | Sep. 28, 2022 | Sep. 14, 2022 | Sep. 01, 2022 | Aug. 03, 2022 | Aug. 02, 2022 | Apr. 21, 2022 | Apr. 11, 2022 | Jan. 24, 2022 | Dec. 08, 2021 | Dec. 07, 2021 | Nov. 30, 2021 | Oct. 26, 2021 | Oct. 02, 2021 | Oct. 01, 2021 | Sep. 23, 2021 | Jun. 04, 2021 | Jun. 02, 2021 | May 04, 2020 | Dec. 28, 2022 | Oct. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2021 | Nov. 02, 2021 | Dec. 08, 2021 | Dec. 07, 2021 | Nov. 30, 2021 | Dec. 31, 2022 | Oct. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2022 | Jul. 22, 2022 | Oct. 05, 2021 | Oct. 04, 2021 | Apr. 17, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Cash acquired from acquisition | $ 141,027 | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 31,255,497 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 37,714,966 | $ 37,714,966 | |||||||||||||||||||||||||||||||||||||||
Gain on settlement of debt | 739,710 | ||||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | 220,000 | 5,629,455 | |||||||||||||||||||||||||||||||||||||||
Proceeds from advances from related parties | 122,865 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,470,884 | ||||||||||||||||||||||||||||||||||||||||
Non-convertible notes payable | 7,001,422 | 24,711 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 34,079,230 | 10,561,789 | |||||||||||||||||||||||||||||||||||||||
Legal Fees | 897,981 | 395,901 | |||||||||||||||||||||||||||||||||||||||
Long term debt | 7,001,422 | ||||||||||||||||||||||||||||||||||||||||
Interest payment | 216,763 | 362,865 | |||||||||||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 47,411 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,980,692 | $ 964,470 | |||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 82,797 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 46,655 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 428,281 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Sep. 14, 2025 | Oct. 21, 2026 | |||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.60% | 10.60% | |||||||||||||||||||||||||||||||||||||||
Principal balance | 2,386,817 | ||||||||||||||||||||||||||||||||||||||||
Installation of piece equipment | $ 750,000 | ||||||||||||||||||||||||||||||||||||||||
Interest payment | 165,594 | ||||||||||||||||||||||||||||||||||||||||
Purchase price advance | $ 2,505,000 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | Equipment [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 34,440 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 732,550 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 180,030 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | October 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 6,665 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | October 2026 [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 19,260 | ||||||||||||||||||||||||||||||||||||||||
Deed of Trust Note [Member] | Land, Buildings and Improvements [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 600,000 | 595,954 | |||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,476 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,184 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Sep. 01, 2032 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 6.50% | ||||||||||||||||||||||||||||||||||||||||
Interest payment | 4,046 | 9,382 | |||||||||||||||||||||||||||||||||||||||
Secured Promissory Note One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,618 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,539,630 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,410 | 20,950 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 454,510 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.60% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 1,085,120 | ||||||||||||||||||||||||||||||||||||||||
Purchase price advance | $ 1,078,502 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note Two [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,867 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 1,560,090 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,630 | 21,225 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 460,476 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.60% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 1,099,614 | ||||||||||||||||||||||||||||||||||||||||
Purchase price advance | $ 1,092,910 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note Three [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,867 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 1,597,860 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,860 | 21,740 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 471,659 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.60% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 1,126,201 | ||||||||||||||||||||||||||||||||||||||||
Purchase price advance | $ 1,119,334 | ||||||||||||||||||||||||||||||||||||||||
Secured Promissory Note Four [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 3,254 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,557,435 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,585 | 21,190 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 460,801 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.60% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 1,096,634 | ||||||||||||||||||||||||||||||||||||||||
Purchase price advance | $ 1,093,380 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 362,500 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,587,500 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,225,000 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 37,798 | ||||||||||||||||||||||||||||||||||||||||
Gain on settlement of debt | $ 187,505 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 1,399,995 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance Two [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 217,500 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 952,500 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 735,000 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 22,679 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 952,500 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance Three [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 337,500 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,815,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,477,500 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 36,012 | ||||||||||||||||||||||||||||||||||||||||
Gain on settlement of debt | 165,000 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 1,650,000 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance Four [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 32,460 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,025,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 60,020 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 180,060 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 2,352,000 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 492,540 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance Five [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 21,330 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,815,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,470,000 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 34,904 | ||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 104,712 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 1,386,619 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 323,670 | ||||||||||||||||||||||||||||||||||||||||
Revenue Factoring Advance Six [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 2,188 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,474,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,067,000 | ||||||||||||||||||||||||||||||||||||||||
Periodic payment | weekly | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 28,346 | ||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 1,069,188 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 404,812 | ||||||||||||||||||||||||||||||||||||||||
Simple Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 85,000 | ||||||||||||||||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 55,000 | $ 23,500 | |||||||||||||||||||||||||||||||||||||||
Gain on settlement of debt | 163,420 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from non-convertible notes payable | 2,725,000 | 1,465,053 | |||||||||||||||||||||||||||||||||||||||
Loans eliminated | 0 | 1,515,778 | |||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | 212,249 | 5,629,455 | |||||||||||||||||||||||||||||||||||||||
Non convertible notes payable assumed | 150,167 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 17,281 | ||||||||||||||||||||||||||||||||||||||||
Paycheck protection program loan | $ 79,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 63,055 | 466 | |||||||||||||||||||||||||||||||||||||||
Gain on forgiveness of debt | $ 142,055 | 50,466 | |||||||||||||||||||||||||||||||||||||||
Proceeds from pay check protection program loan | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | May 04, 2022 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 1% | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | 358,420 | ||||||||||||||||||||||||||||||||||||||||
Long term debt | |||||||||||||||||||||||||||||||||||||||||
Payment for Non convertible note payable | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | Vehicle Financing Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,296 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 74,186 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 1,236 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 7,890 | ||||||||||||||||||||||||||||||||||||||||
Payment for Non convertible note payable | 6,182 | ||||||||||||||||||||||||||||||||||||||||
Purchase price of vehicles | 65,000 | ||||||||||||||||||||||||||||||||||||||||
Debt down payment | 10,000 | ||||||||||||||||||||||||||||||||||||||||
Rebate purchase price | $ 2,400 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument unamortized discount current | 60,114 | ||||||||||||||||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | Empire Services Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | 5,479,288 | ||||||||||||||||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | Sheppard Mullin [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Non convertible notes payable outstanding | 60,000 | ||||||||||||||||||||||||||||||||||||||||
New Non Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 79,000 | ||||||||||||||||||||||||||||||||||||||||
Gain on loss on settlement of debt | $ 38,219 | ||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | 330 | |||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | 0 | 24,647 | |||||||||||||||||||||||||||||||||||||||
Proceeds from advances from related parties | 0 | 59,103 | |||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Non Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | 0 | 24,647 | |||||||||||||||||||||||||||||||||||||||
Proceeds from advances from related parties | 0 | 59,103 | |||||||||||||||||||||||||||||||||||||||
One Of The Holder [Member] | Non Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Gain on loss on settlement of debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Non-convertible notes payable | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||
Non-convertible notes payable descripition | the due date of the note from June 26, 2022 to June 24, 2023 | ||||||||||||||||||||||||||||||||||||||||
Sheppard Mullin Richler and Hampton [Member] | Resolution Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 10,297 | 5,978 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 1,716 | 12,013 | |||||||||||||||||||||||||||||||||||||||
Principal balance | 38,284 | 192,987 | |||||||||||||||||||||||||||||||||||||||
Legal Fees | $ 459,250.88 | ||||||||||||||||||||||||||||||||||||||||
Contingency term | Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. | ||||||||||||||||||||||||||||||||||||||||
Long term debt | $ 165,000 | 70,000 | |||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 56,820 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 764,464 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 37,800 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Aug. 05, 2022 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.495% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 707,644 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 30,330 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | $ 730,347 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 34,117 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 74,113 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 524,381 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 9,070 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.495% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 450,268 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 7,896 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 507,880 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 16,501 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Two [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,223,530 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 48,000 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Dec. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 4.75% | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 1,292,024 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 69,968 | ||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 11,907 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Demand Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 888,555 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 23,000 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Jan. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 4.75% | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | $ 996,554 | ||||||||||||||||||||||||||||||||||||||||
Additional proceeds | $ 108,000 | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 2,146 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Economic Injury Disaster Loan [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 12,501 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,874 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Apr. 19, 2040 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 3.75% | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | $ 512,838 | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,211 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Three [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 38,158 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 258,815 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 6,995 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Sep. 12, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.495% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 220,657 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | 4,897 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 234,914 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 23,901 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Four [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 24,898 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 213,080 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 7,610 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.015% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 188,812 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | 4,186 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 195,896 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 17,184 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | 543,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,012 | ||||||||||||||||||||||||||||||||||||||||
Paycheck protection program loan | $ 543,275 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,915 | $ 2,902 | |||||||||||||||||||||||||||||||||||||||
Gain on forgiveness of debt | $ 547,190 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Mar. 16, 2023 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 1% | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Five [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 61,799 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 493,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 14,500 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Jun. 21, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.015% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 431,201 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 7,896 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 460,453 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 32,547 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Six [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 23,982 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 196,875 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 5,625 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Jun. 21, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.015% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 172,893 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 844 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 186,087 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 10,788 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Seven [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 34,364 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,574 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 7,150 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Aug. 23, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.015% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 223,036 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 358 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 239,608 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | 17,792 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Secured Promissory Note Eight [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 19,560 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 154,980 | ||||||||||||||||||||||||||||||||||||||||
Advance maturity period | Sep. 07, 2024 | ||||||||||||||||||||||||||||||||||||||||
Interest rate stated percentage | 10.015% | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 135,420 | ||||||||||||||||||||||||||||||||||||||||
Penalties and interest accrued | $ 215 | ||||||||||||||||||||||||||||||||||||||||
Payment for settlement of debt | 135,523 | ||||||||||||||||||||||||||||||||||||||||
Gain on the settlement | $ 19,457 | ||||||||||||||||||||||||||||||||||||||||
Empire Services [Member] | Liable For Merchant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Cash acquired from acquisition | $ 4,975,940 | ||||||||||||||||||||||||||||||||||||||||
Advances | $ 4,072,799 | ||||||||||||||||||||||||||||||||||||||||
Repayment of non-convertible notes payable | $ 4,104,334 | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 903,141 | ||||||||||||||||||||||||||||||||||||||||
Settlement of debt | $ 871,606 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 1,548,847 | $ 623,557 |
Credit Cards | 206,669 | 126,063 |
Accrued Interest | 1,708,965 | 1,880,066 |
Accrued Expenses | 1,570,849 | 144,208 |
Total Accounts Payable and Accrued Expenses | $ 5,035,330 | $ 2,773,894 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 5,035,330 | $ 2,773,894 |
ACCRUED PAYROLL AND RELATED E_2
ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Payroll And Related Expenses | ||
Payroll tax liabilities, penalties | $ 3,946,411 | $ 4,001,470 |
COMMITMENTS AND CONTINGENCES (D
COMMITMENTS AND CONTINGENCES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 16, 2022 shares | Sep. 12, 2022 USD ($) | Sep. 09, 2022 shares | Jul. 22, 2022 shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 02, 2021 USD ($) | Oct. 05, 2021 USD ($) | Oct. 02, 2021 USD ($) | Oct. 01, 2021 USD ($) | Sep. 23, 2021 USD ($) | Jul. 21, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Jun. 25, 2021 USD ($) | Apr. 30, 2021 USD ($) | Dec. 02, 2020 USD ($) | Oct. 28, 2020 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Outstanding legal fees | $ 897,981 | $ 395,901 | ||||||||||||||||||
Environmental remediation expense | $ 17,962 | |||||||||||||||||||
Loss contingency, damages | $ 2,726,022 | $ 12,000,000 | ||||||||||||||||||
Common stock, shares | shares | 6,896,903 | 150,000,000 | 8,500 | |||||||||||||||||
Cost and expenses | $ 12,000,000 | |||||||||||||||||||
Other commitments future, minimum payments | $ 1,000,000 | |||||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Other commitments, percentage | 0.0999 | |||||||||||||||||||
Series Z Preferred Stock [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Common stock, shares | shares | 61 | 117 | ||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Settlement amount | $ 150,000 | |||||||||||||||||||
Loss contingency, damages | $ 350,551.10 | |||||||||||||||||||
Consent Order [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Civil penalty | $ 14,000 | $ 90,000 | ||||||||||||||||||
Environmental remediation expense | 8,207 | |||||||||||||||||||
Consent Order One [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Environmental remediation liabilities | $ 22,207 | $ 22,207 | $ 22,207 | |||||||||||||||||
Sheppard Mullin [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Outstanding legal fees | $ 487,390.73 | |||||||||||||||||||
Unpaid legal fees, disbursements and interest | $ 459,251 | |||||||||||||||||||
Sheppard Mullin [Member] | Resolution Agreement [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Loss contingency | $ 459,250.88 | |||||||||||||||||||
Resolved legal matter | Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made all its required payments under the Resolution Agreement | |||||||||||||||||||
Empire Service Inc [Member] | Consent Order [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Civil penalty | $ 56,000 | 42,000 | ||||||||||||||||||
Environmental expense and liabilities, total | $ 71,017 | $ 34,983 | ||||||||||||||||||
Environmental remediation liabilities | $ 15,017 | |||||||||||||||||||
Rother Investments LLC [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Other commitments, description | Rother Investments seeks to collect the amount of $124,750 as of the date of the complaint with late fees continuing to accrue on a daily basis, monetary relief of over $100,000 but not more than $200,000 pursuant to Tex. R. Civ. P. 47(c)(3), court’s costs and attorney’s fees, pre-judgment and post-judgment interest, and such other relief as the court deems appropriate. On May 19, 2021, Rother Investments, LLC received a default judgment against the Company in the amount of $144,950 | |||||||||||||||||||
Notes payable amount | $ 124,750 | |||||||||||||||||||
Settlement amount | $ 100,000 | |||||||||||||||||||
Iroquois Master Fund Ltd [Member] | ||||||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||||||||||
Payment due to administrative delay | $ 1,000,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
ROU assets – related party | $ 2,419,338 | $ 3,479,895 |
ROU assets | 590,608 | 140,628 |
Total ROU assets | 3,009,946 | 3,620,523 |
Current portion of lease liabilities – related party | 2,742,140 | 1,427,618 |
Current portion of lease liabilities | 232,236 | 288,108 |
Long term lease liabilities – related party, net of current portion | 1,987,752 | |
Long term lease liabilities, net of current portion | 116,262 | 43,020 |
Total lease liabilities | $ 3,090,638 | $ 3,746,498 |
SCHEDULE OF NON CANCELABLE OPER
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 2,974,377 |
2024 | 170,731 |
2025 | 140,295 |
2026 | 134,476 |
2027 | 42,430 |
Total Minimum Lease Payments | 3,462,309 |
Less: Imputed Interest | (371,670) |
Present Value of Lease Payments | 3,090,639 |
Less: Current Portion | (2,974,377) |
Long Term Portion | $ 116,262 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended | |||||||||||||||
Oct. 13, 2022 USD ($) | Oct. 13, 2022 | Sep. 01, 2022 USD ($) | Jul. 01, 2022 | Apr. 02, 2022 USD ($) | Feb. 01, 2022 | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) ft² | Jan. 24, 2022 USD ($) ft² | Dec. 23, 2021 USD ($) | Oct. 11, 2021 USD ($) | Oct. 01, 2021 USD ($) | Oct. 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 590,608 | $ 140,628 | ||||||||||||||
Operating lease, liability | 3,090,639 | |||||||||||||||
Rent expense | 2,619,300 | 497,177 | ||||||||||||||
Security deposit | $ 6,893 | $ 3,587 | ||||||||||||||
Area of land | ft² | 3,521 | 3,521 | ||||||||||||||
Operating lease weighted average remaining lease term | 1 year 1 month 6 days | |||||||||||||||
Operating lease weighted average discount rate | 10% | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 2,483,217 | |||||||||||||||
Kelford and Carrolton Yards [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 50,000 | |||||||||||||||
Empire Services Inc [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 11,200 | $ 3,668 | ||||||||||||||
Lease, description | The Company is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1st of every year thereafter | |||||||||||||||
Renewal term | 5 years | |||||||||||||||
Empire Services Inc [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Lease, description | the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”) | |||||||||||||||
Empire Services Inc [Member] | January 1, 2024 [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 9,677 | |||||||||||||||
Lease, description | Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and increasing by 3% on January 1, 2023 | Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3% on January 1, 2023 | Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every year thereafter | |||||||||||||
Lease expiration date | Dec. 31, 2027 | Jan. 01, 2024 | Jan. 01, 2024 | |||||||||||||
Operating lease, option to extend | the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements | |||||||||||||||
Empire Services Inc [Member] | March ThirtyF irst Two Thousand Twenty Three [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Lease, description | Under the terms of the lease, Empire is required to pay $2,700 per month thereafter for a period of 24 months. | |||||||||||||||
Lease expiration date | Mar. 31, 2023 | |||||||||||||||
Empire Services Inc [Member] | December 23, 2025 [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Lease, description | Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months | |||||||||||||||
Lease expiration date | Dec. 23, 2025 | |||||||||||||||
Operating lease, option to extend | the Company does not have an option to renew or extend. The Company is responsible to any damage to the automobile under the terms of the lease | |||||||||||||||
Empire Services Inc [Member] | July Thirty One Two Thousand Twenty Four [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Lease, description | Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months | |||||||||||||||
Lease expiration date | Jul. 31, 2024 | |||||||||||||||
Operating lease, option to extend | the Company does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease | |||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 3,492,531 | $ 3,492,531 | ||||||||||||||
Operating lease, liability | 3,650,358 | 3,650,358 | ||||||||||||||
Rent expense | 145,821 | |||||||||||||||
Lease expiration date | Jan. 01, 2024 | |||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 1, 2024 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Renewal term | 5 years | 5 years | ||||||||||||||
Operating lease, option to extend | 5 | |||||||||||||||
Additional lessee operating lease renewal term | 5 years | 5 years | ||||||||||||||
Empire Services Inc [Member] | Kelford and Carrolton Yards [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 50,000 | |||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Security deposit | $ 3,668 | $ 3,668 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | March 31, 2024 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | 30,699 | 30,699 | ||||||||||||||
Operating lease, liability | 31,061 | 31,061 | ||||||||||||||
Rent expense | $ 1,150 | |||||||||||||||
Lease, description | Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022 | |||||||||||||||
Lease expiration date | Mar. 31, 2024 | |||||||||||||||
Security deposit | $ 1,150 | 1,150 | ||||||||||||||
Operating lease, option to extend | The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements | |||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | January 1, 2024 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 4,300 | $ 8,000 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | December 23, 2025 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Rent expense | $ 18,000 | $ 2,700 | ||||||||||||||
Empire Services Inc [Member] | Automobiles [Member] | February 18, 2025 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 26,804 | 26,804 | ||||||||||||||
Operating lease, liability | 18,661 | 18,661 | ||||||||||||||
Rent expense | $ 750 | |||||||||||||||
Lease, description | Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18, 2025 and the Company does not have an option to renew or extend | |||||||||||||||
Lease expiration date | Feb. 18, 2025 | |||||||||||||||
Operating lease, option to extend | the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under the terms of the lease | |||||||||||||||
Empire Services Inc [Member] | Automobiles [Member] | February 15, 2026 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | 34,261 | $ 34,261 | ||||||||||||||
Operating lease, liability | $ 27,757 | 27,757 | ||||||||||||||
Rent expense | $ 650 | |||||||||||||||
Lease expiration date | Feb. 15, 2026 |
SCHEDULE OF MATURITY DATES OF C
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total Principal Outstanding | $ 38,500 | |
Convertible Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Total Principal Outstanding |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Sep. 12, 2022 | Jul. 22, 2022 | Jul. 22, 2022 | Feb. 28, 2022 | Feb. 17, 2022 | Jun. 30, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2022 | Jul. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from Convertible Debt | $ 27,585,450 | ||||||||||||
Warrant purchase | 2,726,022 | ||||||||||||
Warrants and Rights Outstanding | $ 96,478 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Repayments of Convertible Debt | $ 2,503,300 | ||||||||||||
Warrants term | 5 years | ||||||||||||
Warrant exercise purchase | 6,572,773 | 2,714,351 | 2,714,351 | 2,514,331 | |||||||||
Warrant exercise price per share | $ 19.50 | ||||||||||||
Reverse stock split | 1-for-300 reverse stock split. | 1:300 reverse split | |||||||||||
Issued shares | 6,896,903 | 150,000,000 | 8,500 | ||||||||||
Debt convertible notes in principal amount | $ 37,714,966 | $ 37,714,966 | $ 37,714,966 | ||||||||||
Accrued interest payable | 1,470,884 | 1,470,884 | |||||||||||
Convertible notes payable | $ 2,625,378 | $ 2,625,378 | |||||||||||
Liquidated damages | $ 2,726,022 | $ 12,000,000 | |||||||||||
Common stock price per share | $ 5.50 | $ 7.52 | $ 7.52 | $ 0.88 | |||||||||
Deemed dividend | $ 462,556 | $ 21,115,910 | |||||||||||
Issuance of expenses new warrants | $ 34,079,230 | 10,561,789 | |||||||||||
Amortization of debt discount premium | 31,255,497 | ||||||||||||
Convertible notes payable | 6,459,469 | ||||||||||||
Convertible Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Accrued interest payable | 0 | 192,191 | |||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, unamortized discount (premium), net | $ 0 | $ 31,255,497 | |||||||||||
Maximum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrant exercise price per share | $ 7.52 | 19.50 | $ 19.50 | 7.52 | |||||||||
Minimum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrant exercise price per share | $ 5.50 | $ 7.52 | $ 7.52 | $ 5.50 | |||||||||
Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrant exercise price per share | $ 5.61 | $ 19.77 | $ 0.327 | ||||||||||
Issuance of expenses new warrants | $ 7,408,681 | ||||||||||||
Additional Warrants [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrant exercise purchase | 6,512,773 | ||||||||||||
Secured Convertible Notes Payable [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from Convertible Debt | $ 37,714,966 | ||||||||||||
Long-term Debt, Gross | 27,585,450 | ||||||||||||
Debt exisiting value | $ 4,762,838 | ||||||||||||
Warrant purchase | 2,514,331 | ||||||||||||
Warrants and Rights Outstanding | $ 36,516,852 | ||||||||||||
Effective percentage | 6% | ||||||||||||
Stated percentage | 6% | ||||||||||||
Debt maturity date | May 30, 2022 | ||||||||||||
Common stock par value | $ 0.001 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | ||||||||||||
Secured Convertible Notes Payable [Member] | Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrant purchase | 200,000 | ||||||||||||
Warrants and Rights Outstanding | $ 2,904,697 | ||||||||||||
Repayments of Convertible Debt | $ 2,200,000 |
SCHEDULE OF FAIR VALUE ON A REC
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS (Details) - USD ($) | Dec. 31, 2022 | Feb. 17, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | $ 29,759,766 | $ 44,024,242 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative liabilities | $ 44,024,242 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liabilities And Fair Value Measurements | ||
Ending balance | $ 44,024,242 | $ 25,475,514 |
Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset provisions | 33,448,287 | |
Transfers out due to conversions of convertible notes and accrued interest into common shares | (118,778) | |
Transfers out due to exchanges of convertible notes, accrued interest and warrants into Series Y preferred shares | (4,834,911) | |
Transfers out due to cash payments made pursuant to settlement agreements | (180,988,150) | |
Transfers out due to elimination of the authorized share shortfall (reclassified to additional paid in capital) | (29,759,766) | 171,343,164 |
Mark to market to December 31, 2021 | (300,885) | |
Mark to market to February 17, 2022 | (14,264,476) | |
Ending balance | 44,024,242 | |
Gain on change in derivative liabilities | $ 14,264,476 | $ 300,885 |
DERIVATIVE LIABILITIES AND FA_3
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Details Narrative) | 12 Months Ended | ||||
Feb. 17, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jul. 22, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Fair value of embedded derivative liabilities | $ 29,759,766 | $ 44,024,242 | |||
Debt instrument face amount | $ 37,714,966 | $ 37,714,966 | |||
Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, expected life | 6 months | ||||
Embedded derivative liability, expected term | 3 months 10 days | 4 months 28 days | |||
Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, expected life | 5 years | ||||
Embedded derivative liability, expected term | 4 years 9 months 14 days | 5 years | |||
Measurement Input, Expected Dividend Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 0 | ||||
Embedded derivative liability, measurement input | 0 | 0 | |||
Measurement Input Rate Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Embedded derivative liability, measurement input | 155.45 | 136.12 | |||
Measurement Input Rate Volatility [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 110.59 | ||||
Measurement Input Rate Volatility [Member] | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 1.3873 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 0.07 | ||||
Embedded derivative liability, measurement input | 0.06 | 0.19 | |||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 1.14 | ||||
Embedded derivative liability, measurement input | 1.85 | 1.15 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 16, 2022 | Sep. 12, 2022 | Sep. 09, 2022 | Jul. 22, 2022 | Jul. 22, 2022 | Dec. 16, 2021 | Jun. 30, 2021 | May 01, 2021 | Dec. 30, 2020 | Nov. 30, 2021 | Sep. 30, 2021 | Mar. 10, 2021 | Dec. 23, 2020 | Jul. 16, 2019 | Mar. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 29, 2022 | Jul. 31, 2022 | Nov. 23, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||
Dividends | $ 462,556 | $ 21,115,910 | |||||||||||||||||||
Increased by convertible notes payable | $ 2,625,378 | $ 2,625,378 | |||||||||||||||||||
Shares of common stock underlying the warrants | 6,572,773 | 2,714,351 | 2,714,351 | 2,514,331 | |||||||||||||||||
Net gain on settlement | $ 74,134,327 | ||||||||||||||||||||
Shares of preferred stock for services, value | 166,855 | ||||||||||||||||||||
Convertible notes | 133,002 | ||||||||||||||||||||
Amortization of debt discount | 31,255,497 | ||||||||||||||||||||
Common stock shares issued upon conversion | $ 36,560,472 | $ 133,002 | |||||||||||||||||||
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |||||||||||||||||||
Issuance of common stock previously recorded as to be issued, shares | 6,896,903 | 150,000,000 | 8,500 | ||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Debt instrument face amount | $ 37,714,966 | $ 37,714,966 | $ 37,714,966 | ||||||||||||||||||
Additional paid in capital | $ 377,595,618 | $ 275,058,282 | |||||||||||||||||||
Accrued interest | $ 1,470,884 | $ 1,470,884 | |||||||||||||||||||
Commom stock, shares outstanding | 10,962,319 | 3,331,916 | |||||||||||||||||||
Commom stock, shares issued | 10,962,319 | 3,331,916 | |||||||||||||||||||
Empire Services Inc [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock par value | $ 0.001 | ||||||||||||||||||||
Debt instrument face amount | $ 3,700,000 | ||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||||||||||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 1,000 | ||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||||||||||||
Number of preferred stock redeemed | 26.05 | ||||||||||||||||||||
Preferred stock redeemed amount | $ 501,463 | ||||||||||||||||||||
Dividends | 3,326,237 | ||||||||||||||||||||
Series Y Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||||||||||||
Unamortized debt discount | $ 60,971 | ||||||||||||||||||||
Increased by convertible notes payable | 5,775,767 | ||||||||||||||||||||
Net gain on settlement | $ 60,971 | ||||||||||||||||||||
Preferred Stock Series Z [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Additional paid in capital | $ 7,237,572 | ||||||||||||||||||||
Number of shares converted | 178 | ||||||||||||||||||||
Conversion of shares value | $ 725 | ||||||||||||||||||||
Series Z Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 500 | 500 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock shares outstanding | 322 | 500 | |||||||||||||||||||
Preferred stock shares issued | 322 | 500 | |||||||||||||||||||
Preferred stock value conversion | 250,000 | 475,000 | |||||||||||||||||||
Issuance of common stock previously recorded as to be issued, shares | 61 | 117 | |||||||||||||||||||
Issuance of common stock | 725,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Derivative liabilities | $ 118,778 | ||||||||||||||||||||
Aggregate of common stock issued (in Shares) | 14,828 | ||||||||||||||||||||
Derivative liabilities | $ 133,002 | ||||||||||||||||||||
Debt instrument face amount | 13,345 | ||||||||||||||||||||
Loss on conversion | $ 880 | ||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||
Series Z agreement description | On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867 | ||||||||||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||
Common shares issued upon conversion of convertible notes, shares | 1,000 | ||||||||||||||||||||
National exchange and other conditions | 3,334 | ||||||||||||||||||||
Preferred stock shares retired (in Shares) | (1,000) | ||||||||||||||||||||
Shares of preferred stock for services, value | |||||||||||||||||||||
Convertible notes | |||||||||||||||||||||
Preferred Stock [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 100 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | ||||||||||||||||||||
Preferred stock shares retired (in Shares) | 16.05 | ||||||||||||||||||||
Convertible debt principal amount | $ 321,000 | ||||||||||||||||||||
Preferred stock description | From February 16 to March 10, 2021, the Company issued an aggregate of 10.00 shares of Series X Preferred Stock for aggregate proceeds of $200,000 | Accordingly, during the year ended December 31, 2020, the Company recognized an aggregate beneficial conversion feature of $454,200 upon issuance of the Series X preferred shares with a $454,200 increase in Discount on preferred stock and a corresponding increase in additional paid-in capital. The preferred stock discount was amortized over 120 days commencing November 25, 2020 (the date of the initial issuance of the Series X preferred shares), which is the maximum amount of time the Company had to conduct a stockholder vote to increase the Company’s authorized shares. Amortization of the preferred stock discount of $46,448 was recognized as a deemed dividend for the year ended December 31, 2020. As of December 31, 2020, unamortized debt discount on Series X Preferred Stock was $407,752. | |||||||||||||||||||
Aggregate beneficial conversion feature | 2,852,500 | $ 454,200 | |||||||||||||||||||
Preferred shares increase in discount | 2,852,500 | 454,200 | |||||||||||||||||||
Deemed dividend | 35,881,134 | 3,260,252 | 46,448 | ||||||||||||||||||
Unamortized debt discount | 0 | 407,752 | |||||||||||||||||||
Shares of preferred stock for services, value | |||||||||||||||||||||
Convertible notes | |||||||||||||||||||||
Redeemable Preferred Stock Dividends | $ 11,095,941 | ||||||||||||||||||||
Preferred Stock [Member] | Series Y Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | ||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.60 | ||||||||||||||||||||
Aggregate beneficial conversion feature | 21,594,115 | ||||||||||||||||||||
Preferred shares increase in discount | 10,972,647 | 21,594,115 | |||||||||||||||||||
Unamortized debt discount | $ 133,608 | 0 | 20,566,024 | ||||||||||||||||||
Preferred stock shares issued | 654.781794 | 4.82388 | |||||||||||||||||||
Proceeds form issuance of preferred stock | $ 13,095,636 | ||||||||||||||||||||
Accrued interest | $ 1,185,200 | $ 3,625,237 | $ 77,205 | ||||||||||||||||||
Shares of common stock underlying the warrants | 14,765,624,721 | 437,500 | |||||||||||||||||||
Number of stock issued for conversion, value | $ 92,934,419 | ||||||||||||||||||||
Derivative liabilities | 72,892,563 | ||||||||||||||||||||
Net gain on settlement | 936,405 | $ 162,132,350 | $ 3,917,734 | ||||||||||||||||||
Foregoing amounts | 3.20716 | ||||||||||||||||||||
Shares of preferred stock for services, value | 33,000 | $ 64,143 | 38,500 | ||||||||||||||||||
Convertible notes | $ 3,172 | ||||||||||||||||||||
Amortization of debt discount | 31,538,671 | $ 1,028,091 | |||||||||||||||||||
Stated value | 1,218,200 | 96,478 | |||||||||||||||||||
Common stock shares issued upon conversion | 936,405 | 2,502,223 | |||||||||||||||||||
Preferred Stock, Discount on Shares | $ 60.91 | ||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 10,972,647 | ||||||||||||||||||||
Preferred Stock [Member] | Preferred Stock Series Z [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 500 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||
Convertible shares of common stock | $ 20,000 | ||||||||||||||||||||
Common stock, shares authorized | 500 | ||||||||||||||||||||
Preferred stock value conversion | 500 | ||||||||||||||||||||
Convertible preferred stock in percentage | 19.98% | ||||||||||||||||||||
Preferred stock value | $ 1,000,000 | ||||||||||||||||||||
Common shares warrants cash payment (in Shares) | 1,000,000 | ||||||||||||||||||||
Fair value | $ 6,530,867 | ||||||||||||||||||||
Bearing Interest | 8% | ||||||||||||||||||||
Fair value amount | $ 3,000,000 | ||||||||||||||||||||
Additional paid-in capital | $ 867,213 | ||||||||||||||||||||
Investor warrants description | On September 30, 2021, an investor owning warrants to purchase 520,834 common shares at $0.12 per share entered into an agreement to cancel the aforementioned warrants in exchange for: (i) a cash payment of $1,000,000 received directly from the Chief Executive Officer; and (ii) 250 Series Z Preferred Shares having a fair value of $6,530,867 | ||||||||||||||||||||
Warrant to purchase price (in Shares) | 520,834 | ||||||||||||||||||||
Common shares per unit (in Dollars per share) | $ 0.12 | ||||||||||||||||||||
Derivative liability | $ 5,750,067 | ||||||||||||||||||||
Reduction in cash | 1,000,000 | ||||||||||||||||||||
Additional paid-in capital | 6,530,867 | ||||||||||||||||||||
Debt equity value | $ 1,780,800 | ||||||||||||||||||||
Preferred Stock [Member] | Series Z Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common shares issued upon conversion of convertible notes, shares | (178) | ||||||||||||||||||||
Shares of preferred stock for services, value | |||||||||||||||||||||
Convertible notes | $ (1) | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common shares issued upon conversion of convertible notes, shares | 725,000 | 14,828 | |||||||||||||||||||
Number of stock issued for conversion, value | $ 37,714,966 | ||||||||||||||||||||
Derivative liabilities | $ 74,134,327 | ||||||||||||||||||||
Net gain on settlement | 74,134,327 | ||||||||||||||||||||
Shares of preferred stock for services, value | 7 | ||||||||||||||||||||
Convertible notes | $ 725 | 15 | |||||||||||||||||||
Common shares warrants cash payment (in Shares) | $ 11,000 | ||||||||||||||||||||
Issuance of common stock previously recorded as to be issued, shares | 8,500 | 3,355 | |||||||||||||||||||
Aggregate of common stock issued (in Shares) | 3,355 | ||||||||||||||||||||
Derivative liabilities | $ 166,855 | ||||||||||||||||||||
Investor of common stock issued (in Shares) | 4,950 | ||||||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 3,238,542 | ||||||||||||||||||||
Aggregate common stock value per share (in Shares) | $ 0.12 | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 5 | ||||||||||||||||||||
Additional paid in capital | $ 36,553,575 | $ 10,995 | |||||||||||||||||||
Aggregate shares of common stock (in Shares) | 7,252 | ||||||||||||||||||||
Number of stock issued for conversion | 6,896,903 | ||||||||||||||||||||
Accrued interest | $ 1,470,884 | ||||||||||||||||||||
Gain on conversion | 2,625,378 | ||||||||||||||||||||
Common Stock [Member] | Empire Services Inc [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Aggregate of common stock issued (in Shares) | 1,650,000 | ||||||||||||||||||||
Derivative liabilities | $ 18,414,000 | ||||||||||||||||||||
Share expire | 3,012,746 | ||||||||||||||||||||
Common Stock [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Per share price (in Dollars per share) | $ 0.60 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Derivative liabilities | $ 1,396,283 | ||||||||||||||||||||
Additional paid in capital | 21,115,910 | ||||||||||||||||||||
Conversion of shares value | 7,408,681 | ||||||||||||||||||||
Adjustments to additional paid in capital warrant issued | 462,556 | ||||||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Shares of preferred stock for services, value | $ 166,848 | ||||||||||||||||||||
Convertible notes | $ (725) | $ 132,987 | |||||||||||||||||||
Additional Paid-in Capital [Member] | Empire Services Inc [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 3,013 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares, Outstanding, Beginning | 2,752,941 | 8,403,603 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 19.77 | $ 0.327 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 4 years 1 month 20 days | 4 years 10 months 9 days | 2 years 14 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 11,650 | $ 14,804,944 | |
Shares, Granted | 7,042,525 | 2,714,351 | |
Weighted-Average Exercise Price, Granted | $ 5.50 | $ 19.50 | |
Shares, Exercised | |||
Weighted-Average Exercise Price, Exercised | |||
Shares, Expired/Canceled | (37,756) | (8,365,013) | |
Weighted-Average Exercise Price, Expired/Canceled | $ 40 | $ 0.15 | |
Shares, Outstanding, Ending | 9,757,710 | 2,752,941 | 8,403,603 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 5.61 | $ 19.77 | $ 0.327 |
Aggregate Intrinsic Value, Outstanding, Ending | $ 635 | $ 11,650 | $ 14,804,944 |
Shares, Exercisable | 9,757,710 | ||
Weighted-Average Exercise Price, Exercisable | $ 5.61 | ||
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 1 month 20 days | ||
Aggregate Intrinsic Value, Exercisable | $ 635 |
SCHEDULE OF STOCK OUTSTANDING A
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 92,166 |
Stock Exercisable | 92,166 |
Exercise Price 1 [Member] | Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 44,368 |
Weighted Avg. Remaining Life | 5 years 3 months 3 days |
Stock Exercisable | 44,368 |
Exercise Price 1 [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 23 |
Exercise Price 1 [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 75 |
Exercise Price 2 [Member] | Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 6,476 |
Weighted Avg. Remaining Life | 4 years 3 months 3 days |
Stock Exercisable | 6,476 |
Exercise Price 2 [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 75.01 |
Exercise Price 2 [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 150 |
Exercise Price 3 [Member] | Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 6,079 |
Weighted Avg. Remaining Life | 3 years 8 months 4 days |
Stock Exercisable | 6,079 |
Exercise Price 3 [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 150.01 |
Exercise Price 3 [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 225 |
Exercise Price 4 [Member] | Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 33,133 |
Weighted Avg. Remaining Life | 3 years 8 months 12 days |
Stock Exercisable | 33,133 |
Exercise Price 4 [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 225.01 |
Exercise Price 4 [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 300 |
Exercise Price 5 [Member] | Share-Based Payment Arrangement, Option [Member] | |
Stock Outstanding | 2,110 |
Weighted Avg. Remaining Life | 3 years 7 months 6 days |
Stock Exercisable | 2,110 |
Exercise Price 5 [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 300.01 |
Exercise Price 5 [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |
Exercise Price | $ / shares | $ 600 |
Warrant [Member] | |
Stock Outstanding | 9,757,710 |
Weighted Avg. Remaining Life | 4 years 1 month 20 days |
Stock Exercisable | 9,757,710 |
Warrant [Member] | Exercise Price 1 [Member] | |
Exercise Price | $ / shares | $ 0.12 |
Stock Outstanding | 834 |
Weighted Avg. Remaining Life | 29 days |
Stock Exercisable | 834 |
Warrant [Member] | Exercise Price 2 [Member] | |
Stock Outstanding | 9,756,876 |
Weighted Avg. Remaining Life | 4 years 1 month 20 days |
Stock Exercisable | 9,756,876 |
Warrant [Member] | Exercise Price 2 [Member] | Minimum [Member] | |
Exercise Price | $ / shares | $ 5.50 |
Warrant [Member] | Exercise Price 2 [Member] | Maximum [Member] | |
Exercise Price | $ / shares | $ 7.5282 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 12, 2022 | Jul. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2022 | Dec. 31, 2020 | Dec. 30, 2020 | |
Stated value of warrants | $ 96,478 | ||||||
Convertible notes payable | 38,500 | ||||||
Accrued interest | 77,205 | ||||||
Warrants liabilities | 437,500 | ||||||
Derivative liabilities | 1,396,283 | ||||||
Gain on settlement | $ 3,917,734 | ||||||
Investor shares of common stock (in Shares) | 4,950 | ||||||
Purchase of warrants | 3,238,542 | ||||||
Price per share (in Shares) | $ 0.12 | ||||||
Exchange for a cash payment | $ 11,000 | ||||||
Reduction in common shares par value | 1,485 | ||||||
Reduction in additional paid in capital | $ 9,515 | ||||||
Derivative liabilities | 74,134,327 | ||||||
Net gain on settlement | 74,134,327 | ||||||
Cash payment | 1,000,000 | ||||||
Warrants to purchase shares | 6,572,773 | 2,714,351 | 2,514,331 | ||||
Restricted cash | 1,000,000 | ||||||
Other additional capital | 6,530,867 | ||||||
Loss on settlement | $ 1,780,800 | ||||||
Warrants to purchase | 200,000 | ||||||
Warrants rights, Exercise price par share | $ 19.50 | ||||||
Issuance addtional warrants | 2,726,022 | 4,316,474 | |||||
Share price | $ 5.50 | $ 7.52 | $ 0.88 | ||||
Dividend | $ 462,556 | $ 21,115,910 | |||||
New warrants issued | $ 7,408,681 | ||||||
Aggregate intrinsic value of outstanding stock warrants | $ 635 | ||||||
Stock price per share (in Dollars per share) | $ 0.88 | ||||||
Maximum [Member] | |||||||
Warrants rights, Exercise price par share | $ 7.52 | $ 19.50 | 7.52 | ||||
Minimum [Member] | |||||||
Warrants rights, Exercise price par share | $ 5.50 | $ 7.52 | $ 5.50 | ||||
Senior secured debt [Member] | |||||||
Warrants to purchase | 2,514,351 | ||||||
Derivative [Member] | |||||||
Derivative liabilities | $ 5,750,067 | ||||||
Derivative liabilities | 95,380,286 | ||||||
Cash [Member] | |||||||
Cash payment | $ 15,000 | ||||||
Investor [Member] | |||||||
Investor shares of common stock (in Shares) | 4,166,667 | ||||||
Warrants to purchase shares | 520,834 | ||||||
Warrant [Member] | |||||||
Accrued interest | $ 2,502,223 | ||||||
Gain on settlement | $ 95,365,286 | ||||||
Warrants rights, Exercise price par share | $ 5.61 | $ 19.77 | $ 0.327 | ||||
Series Y Preferred Stock [Member] | |||||||
Shares of series Y preferred stock (in Shares) | 4.82388 | ||||||
Net gain on settlement | $ 60,971 | ||||||
Aforementioned Common Share [Member] | |||||||
Price per share (in Shares) | $ 0.12 | ||||||
Series Z Preferred Shares [Member] | |||||||
Preferred shares (in Shares) | 250 | ||||||
Fair value | $ 6,530,868 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Aggregate Intrinsic Value, Outstanding, Ending | $ 0 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Shares, Outstanding, Beginning | 92,166 | 92,166 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 148.11 | $ 148.11 | |
Weighted- Average Remaining Contractual Term, Ending | 4 years 5 months 26 days | 5 years 5 months 26 days | 6 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | |||
Shares, Granted | |||
Shares, Exercised | |||
Shares, Expired/Canceled | |||
Shares, Outstanding, Ending | 92,166 | 92,166 | 92,166 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 148.11 | $ 148.11 | $ 148.11 |
Aggregate Intrinsic Value, Outstanding, Ending | |||
Shares, Exercisable | 92,166 | ||
Weighted-Average Exercise Price, Exercisable | $ 148.11 | ||
Weighted- Average Remaining Contractual Term, Exercisable | 4 years 5 months 26 days | ||
Aggregate Intrinsic Value, Exercisable |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 12, 2022 | Jul. 22, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of shares available for grant | 214,367 | |||
Shares reserved for future issuance | 567,300 | |||
Aggregate intrinsic value outstanding stock options | $ 0 | |||
Stock price | $ 0.88 | $ 5.50 | $ 7.52 | |
Fair value of all options, vested | $ 0 | $ 0 | ||
Unrecognized compensation expense | $ 0 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets/(Liability) Detail | ||
Stock Compensation | $ 52,313 | $ 52,313 |
Amortization | 156,072 | 156,072 |
Depreciation | 1,180 | 1,180 |
Interest | 1,213,854 | 1,213,854 |
Change in Fair Market Value of Derivative Liabilities | 14,264,476 | 279,582 |
NOL Deferred Tax Asset | 17,055,540 | 19,812,046 |
Valuation allowance | (32,743,435) | (21,515,047) |
Total gross deferred tax assets |
SCHEDULE OF EFFECTIVE RECONCILI
SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX (Details) | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Expected tax at statutory rates | 35% | 21% | 21% |
Nondeductible Expenses | (11.72%) | (11.72%) | |
State Income Tax, Net of Federal benefit | 1.51% | 1.51% | |
Current Year Change in Valuation Allowance | (5.83%) | (5.83%) | |
Prior Deferred True-Ups | (5.03%) | (5.03%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Federal corporate income tax rate | 35% | 21% | 21% |
[custom:OperatingLossCarryForwardExpiringDescription] | which begin expiring in the year 2033 | ||
Deferred Tax Assets, Valuation Allowance | $ 32,743,435 | $ 21,515,047 | |
Income tax likelihood description | greater than 50% likely | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 126,130,172 | ||
Colorado State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 69,144,542 | ||
Virginia State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 43,622,328 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 01, 2022 | Apr. 02, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payments for rent | $ 2,619,300 | $ 497,177 | |||
Repaid of debt | $ 122,865 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Preferred Stock Series Z [Member] | Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 500 | ||||
Preferred stock, par value | $ 0.001 | ||||
Convertible shares of preferred stock | $ 20,000 | ||||
Series preferred share (in Shares) | 500 | ||||
Convertible preferred stock in percentage | 19.98% | ||||
Preferred stock issuance agreement description | On September 30, 2021, the Company entered into a Series Z Preferred Stock Issuance Agreement with the Company’s Chief Executive Officer whereby the Company entered into a non–convertible note payable agreement for $1,000,000 in exchange for: (i) a $1,000,000 cash payment directly paid to the warrant holder; and (ii) the issuance of 250 Series Z Preferred Shares having a fair value of $6,530,867. | ||||
Bearing Interest | 8% | ||||
Fair value of equity finance | $ 3,000,000 | ||||
Additional paid-in capital | $ 867,213 | ||||
Chief Executive Officer [Member] | |||||
Payments for rent | $ 2,483,217 | ||||
Payment of accrued rent | 122,866 | ||||
Accrued rent | 317,781 | ||||
Purchase equipment | 152,500 | ||||
Reimbursed expenses | $ 224,660 | ||||
Advance of debt | 0 | 24,647 | |||
Repaid of debt | 0 | $ 59,103 | |||
Kelford and Carrolton Yards [Member] | |||||
Related party description | On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent payments by an aggregate of $50,000 per month for use of an automotive shredder and downstream processing system, respectively, being installed on those properties, increasing by 3% on January 1st of every year for the duration of the leases. | ||||
Payments for rent | $ 50,000 | ||||
Portsmouth Yards [Member] | |||||
Lease payment | $ 11,200 | ||||
Equipment [Member] | Chief Executive Officer [Member] | |||||
Purchase equipment | 20,000 | ||||
ScrapYardOne [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 55,850 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardTwo [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 11,200 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two one year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardThree [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 11,200 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardFour [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 11,200 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardFive [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 11,200 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardSix [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 39,293 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardSeven [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 16,391 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardEight [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 15,450 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardNine [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 8,742 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardTen [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 15,407 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 | ||||
ScrapYardEleven [Member] | Chairman and Chief Executive Officer [Member] | |||||
Payments for rent | $ 8,000 | ||||
Operating lease, option to extend | The lease expires on January 1, 2024, with two five year options to extend at the Company’s election | ||||
Expiration date | Jan. 01, 2024 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 13, 2023 | Nov. 16, 2022 | Sep. 09, 2022 | Jul. 22, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Jan. 20, 2023 | |
Subsequent Event [Line Items] | |||||||
Issuance of common stock previously recorded as to be issued, shares | 6,896,903 | 150,000,000 | 8,500 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Four Quarterly Bonuses [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Quarterly bonuses | $ 250,000 | ||||||
Series Z Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted | 250,000 | 475,000 | |||||
Issuance of common stock previously recorded as to be issued, shares | 61 | 117 | |||||
Series Z Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted | 72 | ||||||
Issuance of common stock previously recorded as to be issued, shares | 288,494 |