Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41452 | ||
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 | (800) | ||
Local Phone Number | 490-5020 | ||
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 | $ 6,590,157 | ||
Entity Common Stock, Shares Outstanding | 44,065,475 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Company’s Proxy Statement for our 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,546,159 | $ 821,804 |
Inventories | 200,428 | 189,646 |
Accounts receivable | 646,413 | 215,256 |
Prepaid expenses | 296,761 | 12,838 |
Total current assets | 2,689,761 | 1,239,544 |
Property and equipment, net | 23,495,440 | 13,167,535 |
Advance for asset | 1,193,380 | |
Operating lease right of use assets, net | 302,380 | 3,009,946 |
Security deposit | 31,893 | 6,893 |
Total assets | 46,411,849 | 41,468,173 |
Current liabilities: | ||
Bank overdraft | 118,763 | |
Accounts payable and accrued expenses | 6,100,449 | 5,035,330 |
Accrued payroll and related expenses | 4,089,836 | 3,946,411 |
Contract liabilities | 25,000 | |
Factoring, net of unamortized debt discount of $- and $1,221,022, respectively | 4,893,207 | |
Non-convertible notes payable, current portion, net of unamortized debt discount of $774,308 and $500,250, respectively | 2,623,561 | 1,820,819 |
Convertible notes payable, current portion, net of unamortized debt discount of $3,934,506 and $-, respectively | 8,065,494 | |
Operating lease obligations, current portion | 200,971 | |
Total current liabilities | 23,269,476 | 19,012,924 |
Operating lease obligations, less current portion | 94,943 | 116,262 |
Convertible notes payable, net of unamortized debt discount of $1,967,253 and $-, respectively | 4,032,747 | |
Non-convertible notes payable, net of unamortized debt discount of $1,739,260 and $1,965,113, respectively | 6,250,481 | 7,001,422 |
Total liabilities | 50,865,997 | 26,130,608 |
Commitments and contingencies (See Note 11) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 1,200,000,000 and 500,000,000 shares authorized; 16,964,336 and 10,962,319 shares issued and outstanding, respectively | 16,964 | 10,962 |
Additional paid in capital | 391,395,045 | 377,595,618 |
Accumulated deficit | (395,866,157) | (362,269,015) |
Total stockholders’ equity (deficit) | (4,454,148) | 15,337,565 |
Total liabilities and stockholders’ equity (deficit) | 46,411,849 | 41,468,173 |
Series Z Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock, value | ||
License [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 16,487,350 | 18,614,750 |
Intellectual Property [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 1,669,800 | 2,277,000 |
Customer List [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 1,735,225 | 1,959,125 |
Related Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 103,822 | 2,419,338 |
Current liabilities: | ||
Due to related parties | 2,070,402 | 317,781 |
Operating lease obligations, current portion | 111,240 | 2,742,140 |
Related party note payable | 17,218,350 | |
Nonrelated Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 198,558 | 590,608 |
Current liabilities: | ||
Operating lease obligations, current portion | $ 89,731 | $ 232,236 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Unamortized debt discount, current | $ 3,934,506 | |
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 | 500,000,000 |
Common stock, shares issued | 16,964,336 | 10,962,319 |
Common stock, shares outstanding | 16,964,336 | 10,962,319 |
Series Z Preferred Stock [Member] | ||
Preferred stock, shares authorized | 0 | 500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 20,000 | $ 20,000 |
Preferred stock shares issued | 0 | 322 |
Preferred stock shares outstanding | 0 | 322 |
Convertible Notes Payable [Member] | ||
Unamortized debt discount, non current | $ 1,967,253 | |
Non-Convertible Note Payable [Member] | ||
Unamortized debt discount, non current | 1,739,260 | $ 1,965,113 |
Factoring [Member] | ||
Unamortized debt discount, current | 0 | 1,221,022 |
Non Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | $ 774,308 | $ 500,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 35,667,982 | $ 33,978,425 |
Cost of Revenues | 21,184,579 | 21,537,572 |
Gross Profit | 14,483,403 | 12,440,853 |
Operating Expenses: | ||
Advertising | 414,194 | 83,993 |
Payroll and related expense | 6,634,800 | 6,991,095 |
Rent, utilities and property maintenance | 3,102,484 | 3,464,516 |
Hauling and equipment maintenance | 2,898,202 | 3,378,452 |
Impairment of intangible assets | 2,499,753 | |
Depreciation and amortization expense | 5,814,880 | 4,061,404 |
Consulting, accounting and legal | 1,713,613 | 897,981 |
Loss on asset (related-party and other of $9,850,850 and $197,458, respectively) | 10,048,308 | |
Common stock issued for services | 171,239 | |
Other general and administrative expenses | 3,200,445 | 1,946,580 |
Total Operating Expenses | 33,998,165 | 23,323,774 |
Loss From Operations | (19,514,762) | (10,882,921) |
Other Income (Expense): | ||
Interest expense and amortization of debt discount | (8,897,267) | (34,079,230) |
Other gain (loss) | 17,572 | (79,231) |
Gain on tax credit | 717,064 | |
Gain on lease termination | 108,863 | |
Change in fair value of derivative liabilities | 14,264,476 | |
Warrant expense for liquidated damages settlements | (7,408,681) | |
Gain on conversion of convertible notes | 2,625,378 | |
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 | 632,540 | 516,920 |
Total Other Income (Expense) | (7,421,228) | (24,160,368) |
Net Loss Before Income Taxes | (26,935,990) | (35,043,290) |
Provision for Income Taxes (Benefit) | ||
Net Loss | (26,935,990) | (35,043,290) |
Deemed dividend for the reduction of exercise price of warrants | (1,638,952) | |
Deemed dividend for the reduction of the conversion price of a debt note | (5,022,200) | |
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) | |
Net Loss Available to Common Stockholders | $ (33,597,142) | $ (63,859,328) |
Net Loss Per Common Share: | ||
Basic | $ (2.57) | $ (9.71) |
Diluted | $ (2.57) | $ (9.71) |
Weighted Average Common Shares Outstanding: | ||
Basic | 13,062,290 | 6,577,303 |
Diluted | 13,062,290 | 6,577,303 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Loss on asset | $ 10,048,308 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Loss on asset | $ 9,850,850 | |
Other [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Loss on asset | $ 197,458 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series Z Preferred Stock [Member] | Common Stock [Member] | Common Stock to be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 3,332 | $ 8 | $ 275,058,283 | $ (298,409,687) | $ (23,348,062) |
Balance, shares at Dec. 31, 2021 | 500 | 3,331,916 | 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) | ||||
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) | ||||
Elimination of derivative liabilities due to resolution of 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) | ||||
Balance at Dec. 31, 2022 | $ 10,962 | 377,595,618 | (362,269,015) | 15,337,565 | ||
Balance, shares at Dec. 31, 2022 | 322 | 10,962,319 | ||||
Issuance of common stock upon conversion of Series Z Preferred | $ 1,303 | (1,303) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | (322) | 1,301,994 | ||||
Common stock issued for cash, net issuance costs | $ 2,511 | 2,838,670 | 2,841,181 | |||
Common stock issued for cash, net issuance costs, shares | 2,511,166 | |||||
Common stock issued for services rendered and to be rendered | $ 276 | 254,172 | 254,448 | |||
Common stock issued for services rendered and to be rendered, shares | 275,929 | |||||
Common stock issued for the exercise of warrants for cash | $ 1,551 | 13,960 | 15,511 | |||
Common stock issued for the exercise of warrants for cash, shares | 1,551,441 | |||||
Issuance of common stock upon cashless exercise of warrants | $ 360 | (361) | ||||
Issuance of common stock upon cashless exercise of warrants, shares | 361,487 | |||||
Debt discount for warrants issued in senior secured debt placement | 3,279,570 | 3,279,570 | ||||
Debt discount for warrants issued as commission for senior secured debt placement | 753,567 | 753,567 | ||||
Deemed dividend for the reduction of the conversion price of a debt note | 5,022,200 | (5,022,200) | ||||
Deemed dividend for the reduction of the exercise price of warrants | 1,638,952 | (1,638,952) | ||||
Net loss | (26,935,990) | (26,935,990) | ||||
Balance at Dec. 31, 2023 | $ 16,964 | $ 391,395,045 | $ (395,866,157) | $ (4,454,148) | ||
Balance, shares at Dec. 31, 2023 | 16,964,336 |
Consolidated Statements of Cash
Consolidated Statements of Cashflows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (26,935,990) | $ (35,043,290) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of intangible assets | 5,814,880 | 3,834,309 |
Interest and amortization of debt discount | 8,897,267 | 32,340,565 |
Warrant expense for liquidated damages settlement | 7,408,681 | |
Impairments of goodwill | 2,499,753 | |
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 | (2,625,378) | |
Gain on termination of lease | (108,863) | |
Gain on settlement of non-convertible notes payable and accrued interest | (632,540) | (516,920) |
Stock based compensation | 171,239 | |
Gain on deferred revenue | (25,000) | |
Change in fair value of derivative liabilities | (14,264,476) | |
Changes in operating assets and liabilities: | ||
Due to related party | 1,824,318 | 194,916 |
Inventories | (10,782) | 191,356 |
Accounts receivable | (431,155) | (215,256) |
Prepaid expenses | (200,590) | (12,838) |
Security deposit | (25,000) | (3,306) |
Accounts payable and accrued expenses | (856,151) | 1,738,665 |
Accrued payroll and related expenses | 614,271 | 1,702,145 |
Environmental remediation | (22,207) | |
Net cash used in operating activities | (1,833,310) | (2,609,173) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,760,945) | (5,936,027) |
Cash received for the advance given for asset | 82,769 | |
Net cash used in investing activities | (1,678,176) | (5,936,027) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 2,841,181 | |
Proceeds from warrant exercises | 15,511 | |
Proceeds from issuance of convertible notes | 13,118,750 | |
Proceeds from bridge financing | 825,000 | |
Bank overdrafts | 118,763 | |
Repayment of advances | (12,000) | |
Proceeds from issuance of non-convertible notes payable | 1,000,000 | 2,725,000 |
Repayment of a non-convertible notes payable | (4,858,587) | (220,000) |
Repayment of notes | (221,500) | |
Proceeds from factoring | 3,746,109 | 6,518,310 |
Repayments of factoring | (12,570,886) | (2,381,099) |
Net cash provided by financing activities | 4,235,841 | 6,408,711 |
Net increase (decrease) in cash | 724,355 | (2,136,489) |
Cash, beginning of year | 821,804 | 2,958,293 |
Cash, end of year | 1,546,159 | 821,804 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | 593,072 | 216,763 |
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Equipment purchases from issuance of related-party note payable | 17,218,350 | |
Deemed dividend for conversion price reduction of note | 5,022,200 | |
Factoring proceeds utilized for payoff of factoring liabilities | 5,004,393 | 1,834,167 |
Debt discount for warrants issued in senior secured debt placement | 4,033,036 | |
Equipment purchased by issuance of non-convertible notes payable | 3,221,634 | 3,930,745 |
Deemed dividend for exercise price reduction of warrants | 1,638,952 | |
Exchange of bridge notes to convertible notes | 990,000 | |
Assets taken over by related party | 582,063 | |
Increase in right of use assets and operating lease liabilities | 199,466 | 1,778,209 |
Common shares issued upon conversion of Series Z Preferred | 1,303 | 725 |
Cashless exercise of warrants | 360 | |
Common shares issued upon conversion of convertible notes and accrued interest | 36,560,472 | |
Reclassification of derivative liability to additional paid in capital due to elimination 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 | |
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 | 462,556 | |
Issuance of common shares previously to be issued | 8 | |
Related Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right of use assets, net | 1,250,218 | 2,390,991 |
Loss on assets | 9,850,850 | |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | (1,477,285) | (2,434,068) |
Nonrelated Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right of use assets, net | 392,050 | 227,185 |
Loss on assets | 197,458 | |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | $ (142,505) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (26,935,990) | $ (35,043,290) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
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. In December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 50 trucks which we own, manage, and maintain. 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, Scrap App, Inc., 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, 2023 | |
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, 2023, the Company had cash of $ 1,546,159 20,579,715 1,833,310 (395,866,157) During the year ended December 31, 2023, the Company received proceeds of $ 825,000 1,000,000 13,118,750 2,841,181 3,746,109 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, 2023 | |
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, allowance for doubtful accounts, 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, 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, 2023 and 2022, 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 1,267,659 434,399 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 8 – Advances and Non-Convertible Notes Payable.” Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers, direct costs of providing hauling costs to customers, and cost of other revenue, including sand. 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 19 – 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 12 – Leases. 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 11 – 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 also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2023 and 2022, the Company had a contract liability of $ 0 25,000 The following table details our contract liability activity for the years ended December 31, 2023 and 2022: SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2021 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to other gain (25,000 ) Balance, December 31, 2023 $ - Accounts Receivable Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. 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 $ 200,428 189,646 Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 414,194 83,993 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 18 – Income Taxes.” 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, 2023 and 2022 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, 2023 and 2022, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 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 10 10 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, 2023 and 2022, the Company recorded $ 0 2,499,753 2,958,500 2,958,500 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, 2023 and 2022, the Company recorded $ 0 2,499,753 0 0 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, 2023 and 2022, the Company owed $ 0 4,893,207 0 1,221,022 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, 2023 and 2022 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, 2023 December 31, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 18,649,802 9,757,710 Common shares issuable upon conversion of preferred stock - 1,301,988 Total potentially dilutive shares 40,800,792 11,151,864 Recent Accounting Pronouncements On January 1, 2020, The Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. It also applies to Off-Balance Sheet (“OBS”) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments and leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available for sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The adoption of this update did not have a material impact on the Company’s 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. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 4 – CONCENTRATIONS OF RISK Supplier Concentrations The Company has a concentration of suppliers. During the year ended December 31, 2023, two suppliers accounted for $ 609,119 374,800 2.88 1.77 1,114,265 639,676 5.3 3.0 Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. At December 31, 2023, $ 154,090 95,510 95,219 62,057 59,932 54,007 23.84 14.78 14.74 9.60 9.27 8.35 164,932 77 Customer Concentrations The Company has a concentration of customers. For the fiscal year ended December 31, 2023, two large customers individually accounted for $ 20,716,044 2,001,847 58.08 5.61 17,962,176 5,332,834 4,301,328 53 16 13 The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories consisted of the following as of: SCHEDULE OF INVENTORIES December 31, 2023 December 31, 2022 Processed and unprocessed scrap metal $ 200,428 $ 189,646 Finished products - - Inventories $ 200,428 $ 189,646 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Machinery & Equipment $ 18,028,893 $ 12,995,494 Furniture & Fixtures 6,128 6,128 Vehicles 7,149,919 20,000 Leaseholder Improvement 1,862,593 988,100 Land 980,129 980,129 Buildings 724,170 724,170 Subtotal 28,751,832 15,714,021 Less accumulated depreciation (5,256,392 ) (2,546,486 ) Property and equipment, net $ 23,495,440 $ 13,167,535 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 2,856,380 875,809 197,458 227,185 9,850,850 0 0 1,193,380 |
AMORTIZATION OF INTANGIBLE ASSE
AMORTIZATION OF INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
AMORTIZATION OF INTANGIBLE ASSETS | NOTE 7 – 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, 2023 Remaining Gross carrying amount Accumulated amortization Carrying value estimated useful life Intellectual Property $ 3,036,000 $ (1,366,200 ) $ 1,669,800 3 Customer List 2,239,000 (503,775 ) 1,735,225 8 Licenses 21,274,000 (4,786,650 ) 16,487,350 8 Total intangible assets, net $ 26,549,000 $ (6,656,625 ) $ 19,892,375 December 31, 2022 Remaining Gross carrying amount Accumulated amortization Carrying value estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 Customer List 2,239,000 (279,875 ) 1,959,125 9 Licenses 21,274,000 (2,659,250 ) 18,614,750 9 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 There were no Amortization expense for intangible assets was $ 2,958,500 2,958,500 SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2024 $ 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 2028 2,351,300 Thereafter 6,466,075 |
ADVANCES, NON-CONVERTIBLE NOTES
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE | NOTE 8 – 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 June 4, 2023 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 June 4, 2023 217,500 952,500 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 weekly 36,012 October 18, 2023 337,500 165,000 1,650,000 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 weekly 60,020 December 15, 2023 492,540 32,460 The Company made repayments of $ 180,060 695,198 2,149,742 0 2,352,000 0 492,540 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,470,000 weekly 34,904 323,669 21,330 Company made repayments of $ 104,712 408,136 1,302,152 0 1,386,619 0 323,670 On December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,474,000 1,067,000 weekly 28,346 404,812 2,188 1,474,000 0 0 1,069,188 0 404,812 On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 770,000 550,000 50,000 weekly 24,062 270,000 192,500 548,625 28,875 0 On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 1,000,000 100,000 weekly 43,750 500,000 350,000 1,003,870 46,130 0 On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 2,902,500 2,250,000 67,500 2,182,500 weekly 54,764 652,500 2,744,950 157,550 0 0 On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 4,386,000 3,400,000 102,000 476,109 2,821,891 weekly 82,755 986,000 4,080,105 305,895 0 0 On May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 917,000 700,000 21,000 679,000 weekly 17,635 238,000 861,000 56,000 0 0 On May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 393,000 300,000 9,000 291,000 weekly 7,558 102,000 375,000 18,000 0 0 On June 7, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 910,000 90,000 910,000 weekly 51,785 490,000 1,379,910 20,090 0 0 The 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, 2023 and 2022, the Company owed $ 85,000 Non-Convertible Notes Payable On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 Note 11 – 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 3,182 10,297 s ended December 31, 2023 and 2022, re . During the year ended December 31, 2023 and 2022, the Company made $ 40,000 165,000 . As of December 31, 2023 and 2022, the Resolution Agreement had a balance of $ 0 38,284 0 3,182 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 27,393 6,182 1,592 1,296 34,312 60,114 6,298 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 10.6 354,789 46,655 72,932 34,440 455,929 732,550 107,097 180,030 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 4,476 16,727 4,046 36,985 9,382 579,227 595,954 2,991 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 4,476 16,727 4,046 36,985 9,382 579,227 595,954 2,991 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 10.6 256,797 47,411 1,374,821 165,594 1,268,792 2,386,817 171,484 428,281 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 10.6 102,505 6,618 390,198 0 797,427 1,085,120 352,005 454,510 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 10.6 103,312 6,867 396,977 805,949 1,099,614 357,164 460,476 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 10.6 107,589 6,867 406,295 0 827,495 1,126,201 364,069 471,659 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 10.6 107,434 3,254 396,167 0 807,900 1,096,634 353,367 460,801 On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,245,018 1,021,500 1,000,000 10,365 34,008 10.6 223,518 80,564 453,820 648,244 142,954 On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,185,810 832,605 832,605 8,030 16,135 10.6 75,253 286,983 620,876 277,951 On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $ 822,040 628,353 628,253 6,370 16,595 10.6 182,908 297,020 514,241 10,779 On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,186,580 832,605 832,605 9,185 23,955 10.6 21,380 224,859 660,761 300,960 On March 1, 2023, the Company entered into a secured promissory note in the principal amount of $ 635,000 635,000 63,500 14,138 8.5 111,697 20,478 0 0 On April 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 317,415 219,676 219,676 2,245 4,315 10.6 64,114 28,101 183,663 69,638 On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $ 17,218,350 17,218,350 7 0 498,625 17,218,350 The following table details the current and long-term principal due under non-convertible notes as of December 31, 2023. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal Principal GM Financial (Issued April 11, 2022) $ 18,546 $ 22,063 Non-Convertible Note (Issued March 8, 2019) 5,000 - Deed of Trust Note (Issued September 1, 2022) 53,712 525,515 Deed of Trust Note (Issued September 1, 2022) 53,712 525,515 Equipment Finance Note (Issued April 21, 2022) 231,120 331,906 Equipment Finance Note (Issued September 14, 2022) 993,564 446,713 Equipment Finance Note (Issued November 28, 2022) 251,400 898,032 Equipment Finance Note (Issued November 28, 2022) 254,700 908,413 Equipment Finance Note (Issued November 28, 2022) 260,880 930,685 Equipment Finance Note (Issued December 15, 2022) 254,280 906,988 Equipment Finance Note (Issued January 10, 2023) 408,096 383,102 Equipment Finance Note (Issued January 12, 2023) 193,620 705,207 Equipment Finance Note (Issued February 23, 2023) 193,620 331,400 Equipment Finance Note (Issued February 24, 2023) 287,460 674,261 Equipment Finance Note (Issued April 12, 2023) 51,780 201,521 Related Party Promissory Note (Issued July 31, 2023) - 17,218,350 Simple Agreements for Future Tokens (Issued February 2018) - 85,000 Debt Discount (774,308 ) (1,739,461 ) Total Principal of Non-Convertible Notes $ 2,737,182 $ 23,355,210 Total principal payments due on non-convertible notes 2024 through 2028 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2024 $ 3,511,490 2025 3,258,100 2026 1,529,119 2027 809,342 2028 785,128 Thereafter 18,712,982 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2023 and 2022, the Company owed accounts payable and accrued expenses of $ 6,100,449 5,035,330 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2022 Accounts Payable $ 1,884,973 $ 1,548,847 Credit Cards 1,756 206,669 Accrued Interest 2,074,016 1,708,965 Accrued Expenses 2,139,704 1,570,849 Total Accounts Payable and Accrued Expenses $ 6,100,449 $ 5,035,330 |
ACCRUED PAYROLL AND RELATED EXP
ACCRUED PAYROLL AND RELATED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Payroll And Related Expenses | |
ACCRUED PAYROLL AND RELATED EXPENSES | NOTE 10 – 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, 2023 and 2022, the Company owed payroll tax liabilities, including penalties, of $ 4,089,836 3,946,411 |
COMMITMENTS AND CONTINGENCES
COMMITMENTS AND CONTINGENCES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCES | NOTE 11 – 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. 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 $ 487,390.73 459,250.88 On September 23, 2021, the Company entered into a Resolution Agreement and Release (the “Resolution Agreement”) with Sheppard Mullin 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 of its required payments under the Resolution Agreement. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 12 – 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 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022 1,150 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 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. January 1, 2024 the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023. 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 5 5 Effective January 1, 2023, 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 Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324. Under the terms of the lease, the Company is required to pay $ 9,000 5 5 On July 31, 2023, the Company terminated the leases for 12 scrap yards 108,863 Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards 54,970 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 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. 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. ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES December 31, December 31, ROU assets – related party $ 103,822 $ 2,419,338 ROU assets 198,558 590,608 Total ROU assets $ 302,380 $ 3,009,946 Current portion of lease liabilities – related party $ 111,240 $ 2,742,140 Current portion of lease liabilities 89,731 232,236 Long term lease liabilities, net of current portion 94,943 116,262 Total lease liabilities $ 295,914 $ 3,090,638 Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2023 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2024 $ 200,971 2025 67,545 2026 50,476 2027 14,430 Total Minimum Lease Payments $ 333,422 Less: Imputed Interest $ (37,508 ) Present Value of Lease Payments $ 295,914 Less: Current Portion $ (200,971 ) Long Term Portion $ -94,943 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, 2023 and 2022 was $ 2,263,374 2,619,300 3 10 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 13 – 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 2,726,022 462,556 7,408,681 On July 3, 2023, the Company closed a bridge financing in the principal amount of $ 1,031,250 825,000 On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $ 15,000,000 13,188,750 1,031,250 500,000 16.67 18 July 31, 2025 18,000,000 1,000,000 0.001 1.50 125 In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $0.196 10 125 4,420,460 0.01 866,441 1.50 3,279,570 753,567 3,850,000 The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 148.60 149.08 4.18 4.70 5.01 On August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced from $ 1.50 1.02 5,022,200 5,022,200 0 148.60 4.70 2.95 During the year ended December 31, 2023, there was amortization of debt discount of $ 2,219,221 As of December 31, 2023, the carrying value of the convertible notes was $ 12,098,241 5,901,759 As of December 31, 2023, the current and non-current portions of the note are $ 8,065,494 4,032,747 3,394,506 1,967,253 The maturity date of the convertible notes outstanding at December 31, 2023 is: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due 2024 $ 12,000,000 2025 $ 6,000,000 Total Principal Outstanding $ 18,000,000 |
DERIVATIVE LIABILITIES AND FAIR
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Liabilities And Fair Value Measurements | |
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS | NOTE 14 – 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, 2023, 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, 2023 and 2022: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, 2023 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, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - $ - 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, 2023: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES 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 ) Mark to market to December 31, 2022 - Balance, December 31, 2022 $ - Mark to market to December 31, 2023 - Balance, December 31, 2023 $ - Gain on change in derivative liabilities for the year ended December 31, 2023 $ - 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 15 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 0.001 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 On January 23, 2023, 72 288,494 On July 28, 2023, the Company issued 1,013,500 250 On August 1, 2023, the Company filed a Certificate of Elimination to retire the class of Series Z preferred stock. As of December 31, 2023 and 2022, there were 0 322 Common Stock The Company is authorized to issue 1,200,000,000 0.001 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 During the year ended December 31, 2023, the Company issued 1,301,994 322 During the year ended December 31, 2023, the Company issued 275,929 254,448 During the year ended December 31, 2023, the Company issued 1,551,428 15,511 During the year ended December 31, 2023, the Company issued 361,487 367,079 During the year ended December 31, 2023, the Company issued 2,511,166 2,841,181 348,000 As of December 31, 2023 and 2022, there were 16,964,336 10,962,319 Additional Paid in Capital During the year ended December 31, 2022, the Company credited additional paid in capital $ 21,115,910 Note 16 – 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 16 – Warrants During the year ended December 31, 2022, the Company credited additional paid in capital $ 462,556 Note 16 – Warrants During the year ended December 31, 2023, the Company credited additional paid in capital $ 3,279,570 0 149.08 4.18 5.01 During the year ended December 31, 2023, the Company credited additional paid in capital $ 753,567 0 149.08 4.70 5.01 During the year ended December 31, 2023, the Company credited additional paid in capital $ 5,022,200 0 150.05 4.70 2.95 During the year ended December 31, 2023, the Company credited additional paid in capital $ 1,638,952 0 148.60 149.08 4.18 4.70 1.15 3.34 5.01 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 16 – WARRANTS 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 19.50 7.52 4,316,474 7.52 21,115,910 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 On July 31, 2023, the Company entered into a letter agreement with the holders of common stock purchase warrants to purchase an aggregate of 9,756,876 7.52 5.50 1.50 1,307,574 On July 31, 2023, the Company realized a debt discount of $ 3,279,570 During the year ended December 31, 2023, the Company credited additional paid in capital $ 753,567 On August 21, 2023, upon the closing of a registered direct offering, the exercise price of the 2021 and 2022 Warrants and warrants issued as commission for the Company’s July 2023 senior secured debt offering was reduced to $ 1.02 331,018 A summary of the warrant activity for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value 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 Granted 10,811,43 3 $ 0.62 Exercised (1,918,507 ) $ 0.01 Expired/Canceled/Exchanged (834 ) $ 0.12 Outstanding at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 Exercisable at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 2,501,950 4.59 2,501,950 1.02 15,645,619 3.87 15,645,619 1.28 502,233 4.64 502,233 18,649,802 3.99 18,649,802 The aggregate intrinsic value of outstanding stock warrants was $ 1,388,582 0.57 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 17 – 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 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, and our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, and 2022 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. As of December 31, 2023, the Company had granted an aggregate of 490,296 891,371 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, 2023 and 2022. A summary of the stock option activity for the years ended December 31, 2023 and 2022 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, 2021 92,166 $ 148.11 5.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2023 92,166 $ 148.11 3.49 $ - Exercisable at December 31, 2023 92,166 $ 148.11 3.49 $ - 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 4.26 44,368 75.01 150.00 6,476 3.26 6,476 150.01 225.00 6,079 2.68 6,079 225.01 300.00 33,133 2.70 33,133 300.01 600.00 2,110 2.60 2,110 92,166 92,166 The aggregate intrinsic value of outstanding stock options was $ 0 0.57 The fair value of all options that were vested as of the year ended December 31, 2023 and 2022 was $ 0 0 0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 18 – 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, 2023, the Company has available for income tax purposes of approximately $ 47,264,135 34,856,380 61,608,152 20,512,363 32,743,435 24,097,749 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% 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 the state of Virginia. 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, 2023 and 2022 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 Deferred Tax Assets/(Liability) Detail Stock Compensation $ - $ 52,313 Amortization - 156,072 Depreciation 3,556,478 1,180 Interest - 1,213,854 Change in Fair Market Value of Derivative Liabilities - 14,264,476 Accrued bonus 67,500 - NOL Deferred Tax Asset 20,473,771 17,055,540 Valuation allowance (24,097,749 ) (32,743,435 ) 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 19 – RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks From January 1 to August 31, 2022, the Company leased 13 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 year 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 On January 1, 2023, the Company entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive Officer. Under the terms of the lease agreement, the Company pays $ 9,000 3 st From January 1 to July 31, 2023, the Company leased 13 scrap yard facilities and equipment from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above. During the year ended December 31, 2023, the Company had a rent expense of $ 1,640,912 105,000 189,615 2,070,402 317,781 Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $ 54,970 On July 28, 2023, the Company issued 1,013,500 250 On July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”), an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate principal amount equal to $ 17,218,350 7,367,500 17,218,350 9,850,850 7 th 0 498,625 17,218,350 On July 31, 2023, the Company assigned the remaining balance of $ 523,303 During the year ended December 31, 2023, the Company provided $ 68,485 During the year ended December 31, 2023, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 409,556 29,635 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS From January 1 to March 20, 2024, the Company issued 10,864,690 2,066,740 From January 1 to March 17, 2024, the Company issued 2,258,088 22,581 On March 18, 2024, the Company extended warrant exercise inducement offer letters (the “Inducement Letters”) to the holders (the “Holders”) of its existing warrants to purchase shares of the Company’s common stock (the “Existing Warrants”), pursuant to which the Holders can exercise for cash their Existing Warrants to purchase an aggregate of up to 16,147,852 0.204 32,295,704 3,294,161 From March 18 to March 26, 2024, the Company issued 13,978,361 40,758 2,809,568 27,544,788 On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (the “Holder”), whereby the Company and Holder agreed to exchange $ 10,000,000 1,000 0.204 10,000 On March 15, 2024, the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $23,000 from March 1, 2026 to February 28, 2027; $23,000 from March 1, 2027 to February 28, 2028; and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. 17,000 3,277,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, allowance for doubtful accounts, 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, 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, 2023 and 2022, 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 1,267,659 434,399 |
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 8 – Advances and Non-Convertible 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, direct costs of providing hauling costs to customers, and cost of other revenue, including sand. |
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 19 – 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 12 – Leases. |
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 11 – 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 also provides hauling services to certain corporate clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of December 31, 2023 and 2022, the Company had a contract liability of $ 0 25,000 The following table details our contract liability activity for the years ended December 31, 2023 and 2022: SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2021 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to other gain (25,000 ) Balance, December 31, 2023 $ - |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts primarily due from customers on products and services rendered. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 1 to 30 days of shipment or the services being rendered. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales, the aging of customer receivable balances, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. |
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 $ 200,428 189,646 |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 414,194 83,993 |
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 18 – Income Taxes.” |
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, 2023 and 2022 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, 2023 and 2022, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 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 10 10 |
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, 2023 and 2022, the Company recorded $ 0 2,499,753 2,958,500 2,958,500 |
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, 2023 and 2022, the Company recorded $ 0 2,499,753 0 0 |
Factoring Agreements | 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, 2023 and 2022, the Company owed $ 0 4,893,207 0 1,221,022 |
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, 2023 and 2022 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, 2023 December 31, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 18,649,802 9,757,710 Common shares issuable upon conversion of preferred stock - 1,301,988 Total potentially dilutive shares 40,800,792 11,151,864 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2020, The Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. It also applies to Off-Balance Sheet (“OBS”) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments and leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write down on available for sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The adoption of this update did not have a material impact on the Company’s 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, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTRACT LIABILITY | The following table details our contract liability activity for the years ended December 31, 2023 and 2022: SCHEDULE OF CONTRACT LIABILITY Balance, December 31, 2021 $ - Net transfers in due to new contract liabilities 25,000 Net transfers out to revenue - Balance, December 31, 2022 $ 25,000 Net transfers in due to new contract liabilities - Net transfers out to other gain (25,000 ) Balance, December 31, 2023 $ - |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | 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, 2023 December 31, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 18,649,802 9,757,710 Common shares issuable upon conversion of preferred stock - 1,301,988 Total potentially dilutive shares 40,800,792 11,151,864 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following as of: SCHEDULE OF INVENTORIES December 31, 2023 December 31, 2022 Processed and unprocessed scrap metal $ 200,428 $ 189,646 Finished products - - Inventories $ 200,428 $ 189,646 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of December 31, 2023 and 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Machinery & Equipment $ 18,028,893 $ 12,995,494 Furniture & Fixtures 6,128 6,128 Vehicles 7,149,919 20,000 Leaseholder Improvement 1,862,593 988,100 Land 980,129 980,129 Buildings 724,170 724,170 Subtotal 28,751,832 15,714,021 Less accumulated depreciation (5,256,392 ) (2,546,486 ) Property and equipment, net $ 23,495,440 $ 13,167,535 |
AMORTIZATION OF INTANGIBLE AS_2
AMORTIZATION OF INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Remaining Gross carrying amount Accumulated amortization Carrying value estimated useful life Intellectual Property $ 3,036,000 $ (1,366,200 ) $ 1,669,800 3 Customer List 2,239,000 (503,775 ) 1,735,225 8 Licenses 21,274,000 (4,786,650 ) 16,487,350 8 Total intangible assets, net $ 26,549,000 $ (6,656,625 ) $ 19,892,375 December 31, 2022 Remaining Gross carrying amount Accumulated amortization Carrying value estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 Customer List 2,239,000 (279,875 ) 1,959,125 9 Licenses 21,274,000 (2,659,250 ) 18,614,750 9 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 |
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS | SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2024 $ 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 2028 2,351,300 Thereafter 6,466,075 |
ADVANCES, NON-CONVERTIBLE NOT_2
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal Principal GM Financial (Issued April 11, 2022) $ 18,546 $ 22,063 Non-Convertible Note (Issued March 8, 2019) 5,000 - Deed of Trust Note (Issued September 1, 2022) 53,712 525,515 Deed of Trust Note (Issued September 1, 2022) 53,712 525,515 Equipment Finance Note (Issued April 21, 2022) 231,120 331,906 Equipment Finance Note (Issued September 14, 2022) 993,564 446,713 Equipment Finance Note (Issued November 28, 2022) 251,400 898,032 Equipment Finance Note (Issued November 28, 2022) 254,700 908,413 Equipment Finance Note (Issued November 28, 2022) 260,880 930,685 Equipment Finance Note (Issued December 15, 2022) 254,280 906,988 Equipment Finance Note (Issued January 10, 2023) 408,096 383,102 Equipment Finance Note (Issued January 12, 2023) 193,620 705,207 Equipment Finance Note (Issued February 23, 2023) 193,620 331,400 Equipment Finance Note (Issued February 24, 2023) 287,460 674,261 Equipment Finance Note (Issued April 12, 2023) 51,780 201,521 Related Party Promissory Note (Issued July 31, 2023) - 17,218,350 Simple Agreements for Future Tokens (Issued February 2018) - 85,000 Debt Discount (774,308 ) (1,739,461 ) Total Principal of Non-Convertible Notes $ 2,737,182 $ 23,355,210 |
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES | Total principal payments due on non-convertible notes 2024 through 2028 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2024 $ 3,511,490 2025 3,258,100 2026 1,529,119 2027 809,342 2028 785,128 Thereafter 18,712,982 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, December 31, 2022 Accounts Payable $ 1,884,973 $ 1,548,847 Credit Cards 1,756 206,669 Accrued Interest 2,074,016 1,708,965 Accrued Expenses 2,139,704 1,570,849 Total Accounts Payable and Accrued Expenses $ 6,100,449 $ 5,035,330 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF ASSETS AND LIABILITIES | ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES December 31, December 31, ROU assets – related party $ 103,822 $ 2,419,338 ROU assets 198,558 590,608 Total ROU assets $ 302,380 $ 3,009,946 Current portion of lease liabilities – related party $ 111,240 $ 2,742,140 Current portion of lease liabilities 89,731 232,236 Long term lease liabilities, net of current portion 94,943 116,262 Total lease liabilities $ 295,914 $ 3,090,638 |
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS | Aggregate minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2023 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2024 $ 200,971 2025 67,545 2026 50,476 2027 14,430 Total Minimum Lease Payments $ 333,422 Less: Imputed Interest $ (37,508 ) Present Value of Lease Payments $ 295,914 Less: Current Portion $ (200,971 ) Long Term Portion $ -94,943 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES | The maturity date of the convertible notes outstanding at December 31, 2023 is: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal Balance Due 2024 $ 12,000,000 2025 $ 6,000,000 Total Principal Outstanding $ 18,000,000 |
DERIVATIVE LIABILITIES AND FA_2
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS December 31, 2023 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, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - $ - |
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, 2023: SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES 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 ) Mark to market to December 31, 2022 - Balance, December 31, 2022 $ - Mark to market to December 31, 2023 - Balance, December 31, 2023 $ - Gain on change in derivative liabilities for the year ended December 31, 2023 $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value 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 Granted 10,811,43 3 $ 0.62 Exercised (1,918,507 ) $ 0.01 Expired/Canceled/Exchanged (834 ) $ 0.12 Outstanding at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 Exercisable at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 |
SCHEDULE OF WARRANT EXERCISABLE | SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 2,501,950 4.59 2,501,950 1.02 15,645,619 3.87 15,645,619 1.28 502,233 4.64 502,233 18,649,802 3.99 18,649,802 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the years ended December 31, 2023 and 2022 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, 2021 92,166 $ 148.11 5.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at December 31, 2023 92,166 $ 148.11 3.49 $ - Exercisable at December 31, 2023 92,166 $ 148.11 3.49 $ - |
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 4.26 44,368 75.01 150.00 6,476 3.26 6,476 150.01 225.00 6,079 2.68 6,079 225.01 300.00 33,133 2.70 33,133 300.01 600.00 2,110 2.60 2,110 92,166 92,166 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred taxes as of December 31, 2023 and 2022 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 Deferred Tax Assets/(Liability) Detail Stock Compensation $ - $ 52,313 Amortization - 156,072 Depreciation 3,556,478 1,180 Interest - 1,213,854 Change in Fair Market Value of Derivative Liabilities - 14,264,476 Accrued bonus 67,500 - NOL Deferred Tax Asset 20,473,771 17,055,540 Valuation allowance (24,097,749 ) (32,743,435 ) Total gross deferred tax assets - - |
SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX | SCHEDULE OF EFFECTIVE RECONCILIATION INCOME TAX |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 1,546,159 | $ 821,804 |
Working capital | 20,579,715 | |
Net cash provided by used in operating activities | 1,833,310 | 2,609,173 |
Accumulated deficit | (395,866,157) | (362,269,015) |
Proceeds from issuance of bridge notes | 825,000 | |
Proceeds from issuance of non-convertible notes | 1,000,000 | 2,725,000 |
Proceeds from Convertible notes | 13,118,750 | |
Proceeds from sale of common stock | 2,841,181 | |
Proceeds from issuance of factoring advances | $ 3,746,109 |
SCHEDULE OF CONTRACT LIABILITY
SCHEDULE OF CONTRACT LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Contract with customer liability current | $ 25,000 | |
New contract liabilites | 25,000 | |
New contract liabilites | (25,000) | |
Contract with customer liability current | $ 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, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 40,800,792 | 11,151,864 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 22,058,824 | |
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 | 18,649,802 | 9,757,710 |
Preferred Stock Convertible [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,301,988 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Cash, fdic insured amount | $ 250,000 | |
Cash, uninsured amount | 1,267,659 | $ 434,399 |
Contract liability | 0 | 25,000 |
Inventory | 200,428 | 189,646 |
Advertising expenses | 414,194 | 83,993 |
Environmental remediation | 0 | 0 |
Impairments of goodwill | 2,499,753 | |
Amortization of intangible assets | 2,958,500 | 2,958,500 |
Goodwill | ||
Factoring net bebt discouts | 4,893,207 | |
Unamortized debt discount, current | 3,934,506 | |
Factoring [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Unamortized debt discount, current | $ 0 | $ 1,221,022 |
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 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Accounts payable | $ 1,884,973 | $ 1,548,847 |
Accounts receivable | 646,413 | 215,256 |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Suppliers [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | $ 609,119 | $ 1,114,265 |
Concentration risk, percentage | 2.88% | 5.30% |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Two Suppliers [Member] | ||
Concentration Risk [Line Items] | ||
Accounts payable | $ 374,800 | $ 639,676 |
Concentration risk, percentage | 1.77% | 3% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23.84% | 77% |
Accounts receivable | $ 154,090 | $ 164,932 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.78% | |
Accounts receivable | $ 95,510 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14.74% | |
Accounts receivable | $ 95,219 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.60% | |
Accounts receivable | $ 62,057 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Five Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 9.27% | |
Accounts receivable | $ 59,932 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Six Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 8.35% | |
Accounts receivable | $ 54,007 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 58.08% | 53% |
Revenues | $ 20,716,044 | $ 17,962,176 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5.61% | 16% |
Revenues | $ 2,001,847 | $ 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, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Processed and unprocessed scrap metal | $ 200,428 | $ 189,646 |
Finished products | ||
Inventories | $ 200,428 | $ 189,646 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 28,751,832 | $ 15,714,021 |
Less accumulated depreciation | (5,256,392) | (2,546,486) |
Property and equipment, net | 23,495,440 | 13,167,535 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 18,028,893 | 12,995,494 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 6,128 | 6,128 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 7,149,919 | 20,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 1,862,593 | 988,100 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 980,129 | 980,129 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 724,170 | $ 724,170 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,856,380 | $ 875,809 |
Impairments recongized on property and equipment | 197,458 | 227,185 |
Loss on asset expense | 9,850,850 | 0 |
Lenders advanced for equipment | $ 0 | $ 1,193,380 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 26,549,000 | $ 26,549,000 |
Accumulated amortization | (6,656,625) | (3,698,125) |
Carrying value | 19,892,375 | 22,850,875 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,036,000 | 3,036,000 |
Accumulated amortization | (1,366,200) | (759,000) |
Carrying value | $ 1,669,800 | $ 2,277,000 |
Estimated remaining useful life | 3 years | 4 years |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,239,000 | $ 2,239,000 |
Accumulated amortization | (503,775) | (279,875) |
Carrying value | $ 1,735,225 | $ 1,959,125 |
Estimated remaining useful life | 8 years | 9 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,274,000 | $ 21,274,000 |
Accumulated amortization | (4,786,650) | (2,659,250) |
Carrying value | $ 16,487,350 | $ 18,614,750 |
Estimated remaining useful life | 8 years | 9 years |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 2,958,500 |
2025 | 2,958,500 |
2026 | 2,806,700 |
2027 | 2,351,300 |
2028 | 2,351,300 |
Thereafter | $ 6,466,075 |
AMORTIZATION OF INTANGIBLE AS_3
AMORTIZATION OF INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets acquired | $ 0 | $ 0 |
Amortization expense | $ 2,958,500 | $ 2,958,500 |
SCHEDULE OF CURRENT AND LONG TE
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | $ 2,737,182 | |
Principal of Non-Convertible Notes Long Term | 23,355,210 | |
Total Principal of Non-Convertible Notes | (3,934,506) | |
Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total Principal of Non-Convertible Notes | (1,739,461) | |
Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total Principal of Non-Convertible Notes | (774,308) | $ (500,250) |
GM Financial [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 22,063 | |
GM Financial [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 18,546 | |
Non convertible Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | ||
Non convertible Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 5,000 | |
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 525,515 | |
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 53,712 | |
Deedof Trust Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 525,515 | |
Deedof Trust Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 53,712 | |
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 331,906 | |
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 231,120 | |
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 446,713 | |
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 993,564 | |
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 898,032 | |
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 251,400 | |
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 908,413 | |
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 254,700 | |
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 930,685 | |
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 260,880 | |
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 906,988 | |
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 254,280 | |
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 383,102 | |
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 408,096 | |
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 705,207 | |
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 193,620 | |
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 331,400 | |
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 193,620 | |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 674,261 | |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 287,460 | |
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 201,521 | |
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | 51,780 | |
Related Party Equipment Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 17,218,350 | |
Related Party Equipment Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | ||
Simple Agreement for Future Tokens [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Long Term | 85,000 | |
Simple Agreement for Future Tokens [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current |
SCHEDULE OF PRINCIPAL PAYMENTS
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES (Details) | Dec. 31, 2023 USD ($) |
Advances Non-convertible Notes Payable And Ppp Note Payable | |
2024 | $ 3,511,490 |
2025 | 3,258,100 |
2026 | 1,529,119 |
2027 | 809,342 |
2028 | 785,128 |
Thereafter | $ 18,712,982 |
ADVANCES, NON-CONVERTIBLE NOT_3
ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Jul. 31, 2023 | Jun. 07, 2023 | May 26, 2023 | Apr. 12, 2023 | Mar. 29, 2023 | Mar. 01, 2023 | Feb. 24, 2023 | Feb. 23, 2023 | Jan. 17, 2023 | Jan. 12, 2023 | Jan. 10, 2023 | Dec. 29, 2022 | Dec. 15, 2022 | Dec. 08, 2022 | Nov. 28, 2022 | Oct. 01, 2022 | Sep. 28, 2022 | Sep. 14, 2022 | Sep. 01, 2022 | Aug. 03, 2022 | Aug. 02, 2022 | Apr. 21, 2022 | Apr. 11, 2022 | Dec. 08, 2021 | Sep. 23, 2021 | Dec. 08, 2021 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 22, 2022 | Oct. 01, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Cash acquired from acquisition | $ 82,769 | |||||||||||||||||||||||||||||||
Principal amount | $ 37,714,966 | |||||||||||||||||||||||||||||||
Unamortized debt discount | $ 3,279,570 | |||||||||||||||||||||||||||||||
Legal expenses | 1,713,613 | 897,981 | ||||||||||||||||||||||||||||||
Long term debt | 23,355,210 | |||||||||||||||||||||||||||||||
Debt instrument unamortized discount current | 3,934,506 | |||||||||||||||||||||||||||||||
Interest payment | 593,072 | 216,763 | ||||||||||||||||||||||||||||||
Interest payable | $ 1,470,884 | |||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 354,789 | 46,655 | ||||||||||||||||||||||||||||||
Amortization of debt discount | 256,797 | 47,411 | ||||||||||||||||||||||||||||||
Principal amount | $ 2,980,692 | $ 964,470 | ||||||||||||||||||||||||||||||
Purchase price advance | 2,505,000 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 82,797 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 171,484 | 428,281 | ||||||||||||||||||||||||||||||
Installation of piece equipment | $ 750,000 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | 10.60% | ||||||||||||||||||||||||||||||
Interest payment | 1,374,821 | 165,594 | ||||||||||||||||||||||||||||||
Principal balance | 1,268,792 | 2,386,817 | ||||||||||||||||||||||||||||||
Secured Promissory Note [Member] | Equipment [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 72,932 | 34,440 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 107,097 | 180,030 | ||||||||||||||||||||||||||||||
Debt instrument unamortized discount current | 455,929 | 732,550 | ||||||||||||||||||||||||||||||
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 | 579,227 | 595,954 | |||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,476 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 6.50% | |||||||||||||||||||||||||||||||
Principal payment | 16,727 | 4,046 | ||||||||||||||||||||||||||||||
Interest payment | 36,985 | 9,382 | ||||||||||||||||||||||||||||||
Interest payable | 2,991 | 3,184 | ||||||||||||||||||||||||||||||
Secured Promissory Note One [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 102,505 | 6,618 | ||||||||||||||||||||||||||||||
Principal amount | $ 1,539,630 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,078,502 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 352,005 | 454,510 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 390,198 | 0 | ||||||||||||||||||||||||||||||
Principal balance | 797,427 | 1,085,120 | ||||||||||||||||||||||||||||||
Secured Promissory Note One [Member] | March 2023 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,410 | |||||||||||||||||||||||||||||||
Secured Promissory Note One [Member] | March 2029 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 20,950 | |||||||||||||||||||||||||||||||
Secured Promissory Note Two [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 103,312 | 6,867 | ||||||||||||||||||||||||||||||
Principal amount | 1,560,090 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,092,910 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 357,164 | 460,476 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 396,977 | 396,977 | ||||||||||||||||||||||||||||||
Principal balance | 805,949 | 1,099,614 | ||||||||||||||||||||||||||||||
Secured Promissory Note Two [Member] | March 2023 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,630 | |||||||||||||||||||||||||||||||
Secured Promissory Note Two [Member] | March 2029 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 21,225 | |||||||||||||||||||||||||||||||
Secured Promissory Note Three [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 107,589 | 6,867 | ||||||||||||||||||||||||||||||
Principal amount | 1,597,860 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,119,334 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 364,069 | 471,659 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 406,295 | 0 | ||||||||||||||||||||||||||||||
Principal balance | 827,495 | 1,126,201 | ||||||||||||||||||||||||||||||
Secured Promissory Note Three [Member] | March 2023 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,860 | |||||||||||||||||||||||||||||||
Secured Promissory Note Three [Member] | March 2029 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 21,740 | |||||||||||||||||||||||||||||||
Secured Promissory Note Four [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 107,434 | 3,254 | ||||||||||||||||||||||||||||||
Principal amount | $ 1,557,435 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,093,380 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 353,367 | 460,801 | ||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 396,167 | 0 | ||||||||||||||||||||||||||||||
Principal balance | 807,900 | 1,096,634 | ||||||||||||||||||||||||||||||
Secured Promissory Note Four [Member] | March 2023 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,585 | |||||||||||||||||||||||||||||||
Secured Promissory Note Four [Member] | March 2029 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 21,190 | |||||||||||||||||||||||||||||||
Secured Promissory Note Five [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 80,564 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,245,018 | |||||||||||||||||||||||||||||||
Purchase price advance | 1,021,500 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 10,365 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 142,954 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 1,000,000 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 453,820 | |||||||||||||||||||||||||||||||
Principal balance | 648,244 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 223,518 | |||||||||||||||||||||||||||||||
Secured Promissory Note Five [Member] | March Two Thousand Twenty Six [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 34,008 | |||||||||||||||||||||||||||||||
Secured Promissory Note Six [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 75,253 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,185,810 | |||||||||||||||||||||||||||||||
Purchase price advance | 832,605 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 8,030 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 277,951 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 832,605 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 286,983 | |||||||||||||||||||||||||||||||
Principal balance | 620,876 | |||||||||||||||||||||||||||||||
Secured Promissory Note Six [Member] | April Two Thousand Twenty Eight [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 16,135 | |||||||||||||||||||||||||||||||
Secured Promissory Note Seven [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 182,908 | |||||||||||||||||||||||||||||||
Principal amount | $ 822,040 | |||||||||||||||||||||||||||||||
Purchase price advance | 628,353 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 6,370 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 10,779 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 628,253 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 297,020 | |||||||||||||||||||||||||||||||
Principal balance | 514,241 | |||||||||||||||||||||||||||||||
Secured Promissory Note Seven [Member] | June 2027 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 16,595 | |||||||||||||||||||||||||||||||
Secured Promissory Note Eight [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,186,580 | |||||||||||||||||||||||||||||||
Purchase price advance | 832,605 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 9,185 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 300,960 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 832,605 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payment | 224,859 | |||||||||||||||||||||||||||||||
Principal balance | 660,761 | |||||||||||||||||||||||||||||||
Secured Promissory Note Eight [Member] | June 2027 [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 23,955 | |||||||||||||||||||||||||||||||
Debt instrument fee | 21,380 | |||||||||||||||||||||||||||||||
Secured Promissory Note Nine [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 635,000 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 14,138 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 635,000 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.50% | |||||||||||||||||||||||||||||||
Interest payable | 0 | |||||||||||||||||||||||||||||||
Principal balance | 0 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 63,500 | |||||||||||||||||||||||||||||||
Principal payment | 111,697 | |||||||||||||||||||||||||||||||
Interest payment | 20,478 | |||||||||||||||||||||||||||||||
Secured Promissory Note Ten [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 28,101 | |||||||||||||||||||||||||||||||
Principal amount | $ 317,415 | |||||||||||||||||||||||||||||||
Purchase price advance | 219,676 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 2,245 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 219,676 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||||||
Interest payable | 69,638 | |||||||||||||||||||||||||||||||
Principal balance | 183,663 | |||||||||||||||||||||||||||||||
Principal payment | 64,114 | |||||||||||||||||||||||||||||||
Secured Promissory Note Ten [Member] | July Two Thousand Twenty Seven [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,315 | |||||||||||||||||||||||||||||||
Secured Promissory Note Eleven [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 17,218,350 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 17,218,350 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 7% | |||||||||||||||||||||||||||||||
Principal balance | 17,218,350 | |||||||||||||||||||||||||||||||
Principal payment | 0 | |||||||||||||||||||||||||||||||
Interest payment | 498,625 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance One [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 1,399,995 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 362,500 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,587,500 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,225,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 37,798 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 187,505 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Two [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 952,500 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 217,500 | |||||||||||||||||||||||||||||||
Principal amount | $ 952,500 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 735,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 22,679 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Three [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 1,650,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 337,500 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,815,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,477,500 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 36,012 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 165,000 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Four [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 695,198 | 180,060 | ||||||||||||||||||||||||||||||
Amortization of debt discount | 492,540 | 32,460 | ||||||||||||||||||||||||||||||
Principal amount | $ 3,025,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 2,500,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 60,020 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 2,352,000 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 492,540 | ||||||||||||||||||||||||||||||
Other long-term debt, current | 2,149,742 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Five [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 408,136 | 104,712 | ||||||||||||||||||||||||||||||
Amortization of debt discount | 323,669 | 21,330 | ||||||||||||||||||||||||||||||
Principal amount | 1,815,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,470,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 34,904 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 1,386,619 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 323,670 | ||||||||||||||||||||||||||||||
Other long-term debt, current | 1,302,152 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Six [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 1,474,000 | 0 | ||||||||||||||||||||||||||||||
Amortization of debt discount | 404,812 | 2,188 | ||||||||||||||||||||||||||||||
Principal amount | $ 1,474,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,067,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 28,346 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 1,069,188 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 404,812 | ||||||||||||||||||||||||||||||
Revenue Factoring Advance Seven [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 192,500 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 270,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 770,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 550,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 24,062 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 28,875 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Other long-term debt, current | 548,625 | |||||||||||||||||||||||||||||||
Debt instrument fee | 50,000 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Eight [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 350,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 500,000 | |||||||||||||||||||||||||||||||
Principal amount | 1,400,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 1,000,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 43,750 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 46,130 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Other long-term debt, current | 1,003,870 | |||||||||||||||||||||||||||||||
Debt instrument fee | $ 100,000 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Nine [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 2,744,950 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 652,500 | |||||||||||||||||||||||||||||||
Principal amount | $ 2,902,500 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 2,250,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 54,764 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 157,550 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Debt instrument fee | 67,500 | |||||||||||||||||||||||||||||||
Proceeds from advances | 2,182,500 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Ten [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 4,080,105 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 986,000 | |||||||||||||||||||||||||||||||
Principal amount | 4,386,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 3,400,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 82,755 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 305,895 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Other long-term debt, current | 2,821,891 | |||||||||||||||||||||||||||||||
Debt instrument fee | 102,000 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 476,109 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Eleven [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 861,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 238,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 917,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 700,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 17,635 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 56,000 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Debt instrument fee | 21,000 | |||||||||||||||||||||||||||||||
Proceeds from advances | 679,000 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Twelve [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 375,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 102,000 | |||||||||||||||||||||||||||||||
Principal amount | 393,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 300,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 7,558 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 18,000 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Debt instrument fee | 9,000 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 291,000 | |||||||||||||||||||||||||||||||
Revenue Factoring Advance Thirteen [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of debt | 1,379,910 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 490,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 1,400,000 | |||||||||||||||||||||||||||||||
Purchase price advance | $ 910,000 | |||||||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 51,785 | |||||||||||||||||||||||||||||||
Gain on advance settlement | 20,090 | |||||||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Debt instrument fee | $ 90,000 | |||||||||||||||||||||||||||||||
Proceeds from advances | $ 910,000 | |||||||||||||||||||||||||||||||
Simple Agreements [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Revenue factoring advance balance | 85,000 | 85,000 | ||||||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | Vehicle Financing Agreement [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,592 | 1,296 | ||||||||||||||||||||||||||||||
Principal amount | $ 74,186 | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | 1,236 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 6,298 | 7,890 | ||||||||||||||||||||||||||||||
Debt instrument unamortized discount current | 34,312 | 60,114 | ||||||||||||||||||||||||||||||
Purchase price of vehicles | 65,000 | |||||||||||||||||||||||||||||||
Debt down payment | 10,000 | |||||||||||||||||||||||||||||||
Rebate purchase price | $ 2,400 | |||||||||||||||||||||||||||||||
Payment for Non convertible note payable | 27,393 | 6,182 | ||||||||||||||||||||||||||||||
Sheppard Mullin Richler and Hampton [Member] | Resolution Agreement [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 3,182 | 10,297 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 3,182 | ||||||||||||||||||||||||||||||
Legal expenses | $ 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 | 40,000 | 165,000 | ||||||||||||||||||||||||||||||
Debt instrument unamortized discount current | $ 0 | $ 38,284 | ||||||||||||||||||||||||||||||
Empire Services [Member] | Liable For Merchant [Member] | ||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||
Cash acquired from acquisition | $ 4,975,940 | |||||||||||||||||||||||||||||||
Advances | $ 4,072,799 | |||||||||||||||||||||||||||||||
Repayments of debt | $ 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, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 1,884,973 | $ 1,548,847 |
Credit Cards | 1,756 | 206,669 |
Accrued Interest | 2,074,016 | 1,708,965 |
Accrued Expenses | 2,139,704 | 1,570,849 |
Total Accounts Payable and Accrued Expenses | $ 6,100,449 | $ 5,035,330 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 6,100,449 | $ 5,035,330 |
ACCRUED PAYROLL AND RELATED E_2
ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Payroll And Related Expenses | ||
Payroll tax liabilities, penalties | $ 4,089,836 | $ 3,946,411 |
COMMITMENTS AND CONTINGENCES (D
COMMITMENTS AND CONTINGENCES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 23, 2021 | Jun. 25, 2021 | Dec. 01, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Outstanding legal fees | $ 1,713,613 | $ 897,981 | |||
Sheppard Mullin [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding legal fees | $ 487,390.73 | ||||
Unpaid legal fees, disbursements and interest | $ 459,250.88 | ||||
Sheppard Mullin [Member] | Resolution Agreement [Member] | |||||
Related Party Transaction [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 $10,000 payment due in February 2023. The Company has made all of its required payments under the Resolution Agreement. |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total ROU assets | $ 302,380 | $ 3,009,946 |
Current portion of lease liabilities | 200,971 | |
Long term lease liabilities, net of current portion | 94,943 | 116,262 |
Total lease liabilities | 295,914 | 3,090,638 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total ROU assets | 103,822 | 2,419,338 |
Current portion of lease liabilities | 111,240 | 2,742,140 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total ROU assets | 198,558 | 590,608 |
Current portion of lease liabilities | $ 89,731 | $ 232,236 |
SCHEDULE OF NON CANCELABLE OPER
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 200,971 | |
2025 | 67,545 | |
2026 | 50,476 | |
2027 | 14,430 | |
Total Minimum Lease Payments | 333,422 | |
Less: Imputed Interest | (37,508) | |
Present Value of Lease Payments | 295,914 | $ 3,090,638 |
Less: Current Portion | (200,971) | |
Long Term Portion | $ (94,943) | $ (116,262) |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 31, 2023 | Jan. 01, 2023 USD ($) | Oct. 13, 2022 USD ($) | Sep. 01, 2022 USD ($) | Jul. 01, 2022 | Apr. 02, 2022 USD ($) | Apr. 01, 2022 USD ($) | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) ft² | Dec. 23, 2021 USD ($) | Oct. 11, 2021 | Oct. 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Aug. 31, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 302,380 | $ 3,009,946 | ||||||||||||||
Operating lease, liability | 295,914 | 3,090,638 | ||||||||||||||
Payment for rent | 2,263,374 | 2,619,300 | ||||||||||||||
Security deposit | 31,893 | 6,893 | ||||||||||||||
Area of land | ft² | 3,521 | |||||||||||||||
Gain on termination of lease | $ 108,863 | |||||||||||||||
Weighted average remaining lease term | 3 years | |||||||||||||||
Weighted average discount rate | 10% | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 9,000 | $ 1,640,912 | $ 2,483,217 | |||||||||||||
Kelford and Carrolton Yards [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 50,000 | |||||||||||||||
Empire Services Inc [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 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] | ||||||||||||||||
Lease, description | Under the terms of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January 1, 2024. | 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 | Jan. 01, 2024 | Jan. 01, 2024 | ||||||||||||||
Operating lease, option to extend | the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company terminated the lease on August 1, 2023. | |||||||||||||||
Empire Services Inc [Member] | January 01, 2023 [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
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. | |||||||||||||||
Empire Services Inc [Member] | July 31, 2023 [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Lease, description | On July 31, 2023, the Company terminated the leases for 12 scrap yards | |||||||||||||||
Gain on termination of lease | 108,863 | |||||||||||||||
Empire Services Inc [Member] | August 01, 2023 [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 54,970 | |||||||||||||||
Lease, description | Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards | |||||||||||||||
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. | |||||||||||||||
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. | |||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 3,492,531 | |||||||||||||||
Operating lease, liability | 3,650,358 | |||||||||||||||
Payment for rent | 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 | |||||||||||||||
Additional lessee operating lease renewal term | 5 years | |||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 01, 2023 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Renewal term | 5 years | 5 years | ||||||||||||||
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] | ||||||||||||||||
Payment for rent | $ 50,000 | |||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Security deposit | $ 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 | |||||||||||||||
Operating lease, liability | $ 31,061 | |||||||||||||||
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 | |||||||||||||||
Security deposit | $ 1,150 | |||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | January 1, 2024 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 9,000 | $ 8,000 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | January 01, 2023 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 4,300 | |||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | December 23, 2025 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Payment for rent | $ 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 | |||||||||||||||
Operating lease, liability | 18,661 | |||||||||||||||
Payment for rent | $ 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 | |||||||||||||||
Empire Services Inc [Member] | Automobiles [Member] | February 15, 2026 [Member] | ||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||
Operating lease, right-of-use asset | $ 34,261 | |||||||||||||||
Operating lease, liability | 27,757 | |||||||||||||||
Payment for rent | $ 650 | |||||||||||||||
Lease expiration date | Feb. 15, 2026 |
SCHEDULE OF MATURITY DATES OF C
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES (Details) | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Total Principal Outstanding | $ 18,000,000 |
Convertible Note 1 [Member] | |
Debt Instrument [Line Items] | |
Total Principal Outstanding | 12,000,000 |
Convertible Note Two [Member] | |
Debt Instrument [Line Items] | |
Total Principal Outstanding | $ 6,000,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 21, 2023 USD ($) $ / shares | Jul. 31, 2023 USD ($) $ / shares shares | Sep. 12, 2022 USD ($) $ / shares shares | Jul. 22, 2022 USD ($) $ / shares shares | Feb. 17, 2022 | Nov. 29, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jul. 03, 2023 USD ($) | Dec. 31, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 13,118,750 | |||||||||
Class of stock warrant shares | shares | 2,726,022 | |||||||||
Common stock value per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Warrants expected term | 5 years | |||||||||
Warrant exercise purchase | shares | 6,572,773 | 2,714,351 | 2,514,331 | |||||||
Warrant exercise price per share | $ / shares | $ 19.50 | |||||||||
Reverse stock split | 1:300 reverse split | |||||||||
Issued shares | shares | 6,896,903 | |||||||||
Aggregate principal amount | $ 37,714,966 | |||||||||
Accrued interest | 1,470,884 | |||||||||
Convertible notes payable non-current | 2,625,378 | $ 4,032,747 | ||||||||
Liquidated damages | $ 2,726,022 | |||||||||
Deemed dividend | $ 462,556 | $ 21,115,910 | ||||||||
Issuance of expenses new warrants | 8,897,267 | 34,079,230 | ||||||||
Proceeds from issuance of debt | 13,118,750 | |||||||||
Notes issued | 18,000,000 | |||||||||
Debt discount for warrants issued as commission for senior secured debt placement | 753,567 | |||||||||
Convertible notes payable | 12,098,241 | |||||||||
Debt discount for offering costs | $ 3,279,570 | |||||||||
Convertible notes payable current | 8,065,494 | |||||||||
Unamortized debt discount, current | 3,934,506 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes payable non-current | 4,032,747 | |||||||||
Unamortized debt discount, non current | 1,967,253 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible notes payable current | 8,065,494 | |||||||||
Unamortized debt discount, current | $ 3,394,506 | |||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||||
Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 4.70 | 4.18 | ||||||||
Measurement Input, Expected Term [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants expected term | 2 years 11 months 12 days | 5 years 3 days | ||||||||
Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of stock warrant shares | shares | 4,420,460 | |||||||||
Debt instrument effective percent | 16.67% | |||||||||
Debt instrument effective percent | 18% | |||||||||
Debt instrument maturity date | Jul. 31, 2025 | |||||||||
Common stock value per share | $ / shares | $ 0.001 | |||||||||
Conversion price per share | $ / shares | 1.50 | |||||||||
Warrant exercise price per share | $ / shares | $ 0.01 | |||||||||
Aggregate principal amount | $ 18,000,000 | |||||||||
Proceeds from issuance of debt | 15,000,000 | |||||||||
Proceeds from issuance of debt gross | 13,188,750 | |||||||||
Proceeds from debt exchange for warrant | 1,031,250 | |||||||||
Notes issued | 500,000 | |||||||||
Debt instrument, periodic payment | $ 1,000,000 | |||||||||
Convertible note conversion premium percentage | 125% | |||||||||
Debt conversion description | In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $0.196 | |||||||||
Debt Instrument, redemption price, percentage of principal amount redeemed | 10% | |||||||||
Redemption premium percentage | 125% | |||||||||
Additional warrants | shares | 866,441 | |||||||||
Exercise price | $ / shares | $ 1.50 | |||||||||
Bridge Finance [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Purchase price | $ 825,000 | |||||||||
Aggregate principal amount | $ 1,031,250 | |||||||||
Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 0 | |||||||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 4.18 | |||||||||
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants expected term | 5 years 3 days | |||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount for offering costs | $ 2,219,221 | |||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 5,022,200 | |||||||||
Debt discount for offering costs | $ 5,901,759 | |||||||||
Senior Notes [Member] | Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount for offering costs | $ 3,850,000 | |||||||||
Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 7.52 | $ 19.50 | ||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 4.70 | |||||||||
Maximum [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price per share | $ / shares | $ 1.02 | |||||||||
Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 5.50 | $ 7.52 | ||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||
Minimum [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price per share | $ / shares | $ 1.50 | |||||||||
Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise purchase | shares | 9,756,876 | |||||||||
Warrant exercise price per share | $ / shares | $ 0.89 | $ 5.61 | $ 19.77 | |||||||
Issuance of expenses new warrants | $ 7,408,681 | |||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 1,638,952 | |||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 0 | |||||||||
Warrant [Member] | Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ 753,567 | $ 753,567 | ||||||||
Warrant [Member] | Senior Secured Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount for warrants issued in senior secured debt placement | $ 3,279,570 | |||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 1.15 | |||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants expected term | 5 years 3 days | |||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants risk-free interest rate | 4.18 | |||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants expected term | 3 years 4 months 2 days | |||||||||
Additional Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise purchase | shares | 6,512,773 | |||||||||
Secured Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 37,714,966 | |||||||||
Purchase price | 27,585,450 | |||||||||
Debt exisiting value | $ 4,762,838 | |||||||||
Class of stock warrant shares | shares | 2,514,331 | |||||||||
Warrants and Rights Outstanding | $ 36,516,852 | |||||||||
Debt instrument effective percent | 6% | |||||||||
Debt instrument effective percent | 6% | |||||||||
Debt instrument maturity date | May 30, 2022 | |||||||||
Common stock value per share | $ / shares | $ 0.001 | |||||||||
Conversion price per share | $ / shares | $ 15 | |||||||||
Secured Convertible Notes Payable [Member] | Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of stock warrant shares | shares | 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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Liabilities And Fair Value Measurements | ||
Beginning balance | $ 44,024,242 | |
Transfers out due to elimination of the authorized share shortfall (reclassified to additional paid in capital) | (29,759,766) | |
Mark to market to February 17, 2022 | (14,264,476) | |
Mark to market to December 31, 2021 | ||
Ending balance | ||
Gain on change in derivative liabilities | $ 14,264,476 |
DERIVATIVE LIABILITIES AND FA_3
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Details Narrative) | 12 Months Ended | |
Feb. 17, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of embedded derivative liabilities | $ 29,759,766 | $ 44,024,242 |
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) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2023 USD ($) $ / shares shares | Jul. 28, 2023 shares | Jan. 23, 2023 shares | Nov. 16, 2022 shares | Sep. 09, 2022 shares | Jul. 22, 2022 USD ($) shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 21, 2023 | Sep. 12, 2022 shares | Nov. 29, 2021 shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||||||||
Common stock, shares authorized | shares | 1,200,000,000 | 500,000,000 | ||||||||||
Shares issued | shares | 6,896,903 | |||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Accrued interest | $ 1,470,884 | |||||||||||
Additional paid in capital | $ 391,395,045 | $ 377,595,618 | ||||||||||
Fair market value for services rendered | 254,448 | |||||||||||
Proceeds from warrant cash exercises | $ 15,511 | |||||||||||
Cashless exercise of warrants shares issued | shares | 2,714,351 | 6,572,773 | 2,514,331 | |||||||||
Commom stock, shares issued | shares | 16,964,336 | 10,962,319 | ||||||||||
Commom stock, shares outstanding | shares | 16,964,336 | 10,962,319 | ||||||||||
Adjustments to additional paid in capital warrant issued | ||||||||||||
Warrants expected term | 5 years | |||||||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ 753,567 | |||||||||||
Purchase Agreement [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.18 | 4.70 | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.70 | |||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 5 years 3 days | 2 years 11 months 12 days | ||||||||||
Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 0 | |||||||||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||||
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.18 | |||||||||||
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 5 years 3 days | |||||||||||
Commission Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 0 | |||||||||||
Commission Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||||
Commission Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.70 | |||||||||||
Commission Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 5 years 3 days | |||||||||||
Senior Secured Debt 1 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 0 | |||||||||||
Senior Secured Debt 1 [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 150.05 | |||||||||||
Senior Secured Debt 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.70 | |||||||||||
Senior Secured Debt 1 [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 2 years 11 months 12 days | |||||||||||
Series Z Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 0 | 500 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Exchange of shares | shares | 288,494 | 250,000 | 475,000 | |||||||||
Shares issued | shares | 72 | 61 | 117 | |||||||||
Preferred stock, shares issued | shares | 0 | 322 | ||||||||||
Preferred stock, shares outstanding | shares | 0 | 322 | ||||||||||
Issuance of common stock | shares | 725,000 | |||||||||||
Series Z Preferred Stock [Member] | Officer [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Exchange of shares | shares | 250 | |||||||||||
Preferred Stock Series Z [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Additional paid in capital | $ 7,237,572 | |||||||||||
Conversion of stock, shares converted | shares | 178 | |||||||||||
Conversion of shares value | $ 725 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 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 Z Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||
Common stock, shares authorized | shares | 500 | |||||||||||
Convertible shares of common stock | $ 20,000 | |||||||||||
Exchange of shares | shares | 500 | |||||||||||
Convertible preferred stock in percentage | 19.98% | |||||||||||
Preferred stock, shares issued | shares | 0 | 322 | ||||||||||
Preferred stock, shares outstanding | shares | 0 | 322 | ||||||||||
Fair market value for services rendered | ||||||||||||
Adjustments to additional paid in capital warrant issued | ||||||||||||
Debt discount for warrants issued as commission for senior secured debt placement | ||||||||||||
Preferred Stock [Member] | Preferred Stock Series Z [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock value | $ 1,000,000 | |||||||||||
Common shares warrants cash payment | 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) | shares | 520,834 | |||||||||||
Common shares per unit (in Dollars per share) | $ / shares | $ 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 | |||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued | shares | 2,511,166 | |||||||||||
[custom:AggregateOfCommonStockIssued] | shares | 8,500 | |||||||||||
Number of stock issued for conversion | shares | 6,896,903 | |||||||||||
Number of stock issued for conversion, value | $ 37,714,966 | |||||||||||
Accrued interest | 1,470,884 | |||||||||||
Gain on conversion | 2,625,378 | |||||||||||
Additional paid in capital | 36,553,575 | |||||||||||
Number of shares issued | shares | 1,301,994 | |||||||||||
Shares issued for services | shares | 275,929 | |||||||||||
Fair market value for services rendered | $ 276 | |||||||||||
Shares issued exercise of warrants | shares | 1,551,428 | |||||||||||
Proceeds from warrant cash exercises | $ 15,511 | |||||||||||
Shares issued | shares | 361,487 | |||||||||||
Cashless exercise of warrants shares issued | shares | 367,079 | |||||||||||
Shares issued | shares | 2,511,166 | |||||||||||
Sale of common stock proceeds | $ 2,841,181 | |||||||||||
Net offering cost | 348,000 | |||||||||||
Adjustments to additional paid in capital warrant issued | ||||||||||||
Debt discount for warrants issued as commission for senior secured debt placement | ||||||||||||
Common Stock [Member] | Employee Stock Option Plan [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued for services | shares | 275,929 | |||||||||||
Fair market value for services rendered | $ 254,448 | |||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Shares issued | shares | 1,013,500 | |||||||||||
Series Z Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Conversion of stock, shares converted | shares | 322 | |||||||||||
Warrant [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Additional paid in capital | 21,115,910 | |||||||||||
Conversion of shares value | 7,408,681 | |||||||||||
Cashless exercise of warrants shares issued | shares | 9,756,876 | |||||||||||
Adjustments to additional paid in capital warrant issued | $ 462,556 | |||||||||||
Additional paid in capital | $ 1,638,952 | |||||||||||
Warrant [Member] | Purchase Agreement [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ 753,567 | $ 753,567 | ||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 0 | |||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 148.60 | |||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 149.08 | |||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.18 | |||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 1.15 | |||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Median [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants risk-free interest rate | 4.70 | |||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 3 years 4 months 2 days | |||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Warrants expected term | 5 years 3 days | |||||||||||
Warrant [Member] | Senior Secured Debt [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Additional paid in capital for a debt discount | $ 3,279,570 | |||||||||||
Warrant [Member] | Senior Secured Debt 1 [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Additional paid in capital | $ 5,022,200 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares, Outstanding, Beginning | 9,757,710 | 2,752,941 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 5.61 | $ 19.77 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 3 years 11 months 26 days | 4 years 1 month 20 days | 4 years 10 months 9 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 635 | $ 11,650 | |
Shares, Granted | 10,811.43 | 7,042,525 | |
Weighted-Average Exercise Price, Granted | $ 0.62 | $ 5.50 | |
Shares, Exercised | (1,918,507) | ||
Weighted-Average Exercise Price, Exercised | $ 0.01 | ||
Shares, Expired/Canceled | (834) | (37,756) | |
Weighted-Average Exercise Price, Expired/Canceled | $ 0.12 | $ 40 | |
Shares, Outstanding, Ending | 18,649,802 | 9,757,710 | 2,752,941 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 0.89 | $ 5.61 | $ 19.77 |
Aggregate Intrinsic Value, Outstanding, Ending | $ 1,388,582 | $ 635 | $ 11,650 |
Shares, Exercisable | 18,649,802 | ||
Weighted-Average Exercise Price, Exercisable | $ 0.89 | ||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 11 months 26 days | ||
Aggregate Intrinsic Value, Exercisable | $ 1,388,582 |
SCHEDULE OF WARRANT EXERCISABLE
SCHEDULE OF WARRANT EXERCISABLE (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Exercise Price | $ 19.50 | |||
Warrant [Member] | ||||
Exercise Price | $ 0.89 | $ 5.61 | $ 19.77 | |
Warrants Outstanding | 18,649,802 | 9,757,710 | 2,752,941 | |
Weighted Avg. Remaining Life | 3 years 11 months 26 days | |||
Warrants, Exercisable | 18,649,802 | |||
Warrant [Member] | Exercise Price 1 [Member] | ||||
Exercise Price | $ 0.01 | |||
Warrants Outstanding | 2,501,950 | |||
Weighted Avg. Remaining Life | 4 years 7 months 2 days | |||
Warrants Exercisable | 2,501,950 | |||
Warrant [Member] | Exercise Price 2 [Member] | ||||
Exercise Price | $ 1.02 | |||
Warrants Outstanding | 15,645,619 | |||
Weighted Avg. Remaining Life | 3 years 10 months 13 days | |||
Warrants Exercisable | 15,645,619 | |||
Warrant [Member] | Exercise Price 3 [Member] | ||||
Exercise Price | $ 1.28 | |||
Warrants Outstanding | 502,233 | |||
Weighted Avg. Remaining Life | 4 years 7 months 20 days | |||
Warrants Exercisable | 502,233 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Aug. 21, 2023 | Jul. 31, 2023 | Sep. 12, 2022 | Jul. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Cashless exercise of warrants shares issued | 6,572,773 | 2,714,351 | 2,514,331 | |||||
Class of warrant exercise price | $ 19.50 | |||||||
Issuance addtional warrants | 2,726,022 | 4,316,474 | ||||||
Share price | $ 5.50 | $ 7.52 | ||||||
Dividend | $ 462,556 | $ 21,115,910 | ||||||
New warrants issued | $ 7,408,681 | |||||||
Debt discount | $ 3,279,570 | |||||||
Aggregate intrinsic value of outstanding stock warrants | $ 1,388,582 | |||||||
Stock price per share | $ 0.57 | |||||||
Warrant [Member] | ||||||||
Cashless exercise of warrants shares issued | 9,756,876 | |||||||
Class of warrant exercise price | $ 0.89 | $ 5.61 | $ 19.77 | |||||
Deemed divided | $ 331,018 | $ 1,307,574 | ||||||
Warrant issued commission | $ 1.02 | |||||||
2021 Warrant [Member] | ||||||||
Class of warrant exercise price | $ 7.52 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Debt discount | $ 753,567 | |||||||
Maximum [Member] | ||||||||
Class of warrant exercise price | $ 7.52 | $ 19.50 | ||||||
Share price | $ 0.57 | |||||||
Maximum [Member] | 2022 Warrant [Member] | ||||||||
Class of warrant exercise price | 5.50 | |||||||
Minimum [Member] | ||||||||
Class of warrant exercise price | $ 5.50 | $ 7.52 | ||||||
Minimum [Member] | 2022 Warrant [Member] | ||||||||
Class of warrant exercise price | $ 1.50 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 3 years 5 months 26 days | 4 years 5 months 26 days | 5 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 | 3 years 5 months 26 days | ||
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF STOCK OUTSTANDING A
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 92,166 |
Number of Options Exercisable | 92,166 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 44,368 |
Remaining Life In Years | 4 years 3 months 3 days |
Number of Options Exercisable | 44,368 |
Exercise Price 1 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 23 |
Exercise Price 1 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 75 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 6,476 |
Remaining Life In Years | 3 years 3 months 3 days |
Number of Options Exercisable | 6,476 |
Exercise Price 2 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 75.01 |
Exercise Price 2 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 150 |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 6,079 |
Remaining Life In Years | 2 years 8 months 4 days |
Number of Options Exercisable | 6,079 |
Exercise Price 3 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 150.01 |
Exercise Price 3 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 225 |
Exercise Price 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 33,133 |
Remaining Life In Years | 2 years 8 months 12 days |
Number of Options Exercisable | 33,133 |
Exercise Price 4 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 225.01 |
Exercise Price 4 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 300 |
Exercise Price 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 2,110 |
Remaining Life In Years | 2 years 7 months 6 days |
Number of Options Exercisable | 2,110 |
Exercise Price 5 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 300.01 |
Exercise Price 5 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 600 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 12, 2022 | Jul. 22, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares available for grant | 490,296 | |||
Shares reserved for future issuance | 891,371 | |||
Aggregate intrinsic value outstanding stock options | $ 0 | |||
Stock price | $ 5.50 | $ 7.52 | ||
Fair value of all options, vested | 0 | $ 0 | ||
Unrecognized compensation expense | $ 0 | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock price | $ 0.57 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets/(Liability) Detail | ||
Stock Compensation | $ 52,313 | |
Amortization | 156,072 | |
Depreciation | 3,556,478 | 1,180 |
Interest | 1,213,854 | |
Change in Fair Market Value of Derivative Liabilities | 14,264,476 | |
Accrued bonus | 67,500 | |
NOL Deferred Tax Asset | 20,473,771 | 17,055,540 |
Valuation allowance | (24,097,749) | (32,743,435) |
Total gross deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 22, 2017 | Dec. 31, 2023 | Dec. 30, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Expected tax at statutory rates | 35% | 21% | ||
Net operating loss carry value | $ 34,856,380 | |||
Operating loss carryforwards valuation allowance | $ 24,097,749 | $ 32,743,435 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry value | 47,264,135 | |||
Colorado Country [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry value | 61,608,152 | |||
Virginia Country [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry value | $ 20,512,363 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Jul. 28, 2023 | Jan. 23, 2023 | Jan. 01, 2023 | Nov. 16, 2022 | Sep. 09, 2022 | Sep. 01, 2022 | Jul. 22, 2022 | Apr. 02, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 01, 2023 | Jul. 31, 2023 | |
Payment for rent | $ 2,263,374 | $ 2,619,300 | ||||||||||
Principal amount | $ 37,714,966 | |||||||||||
Shares issued | 6,896,903 | |||||||||||
Series Z Preferred Stock [Member] | ||||||||||||
Shares issued | 72 | 61 | 117 | |||||||||
Exchange of shares | 288,494 | 250,000 | 475,000 | |||||||||
Common Stock [Member] | ||||||||||||
Shares issued | 2,511,166 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Payment for rent | $ 9,000 | $ 1,640,912 | 2,483,217 | |||||||||
Payment of accrued rent | 122,866 | |||||||||||
Accrued rent | 2,070,402 | 317,781 | ||||||||||
Purchase equipment | 152,500 | |||||||||||
Increase in payment of rent | 3% | |||||||||||
Insurance paid | 105,000 | |||||||||||
Debt payments | 189,615 | |||||||||||
Principal amount | $ 54,970 | |||||||||||
Chief Executive Officer [Member] | Shipping and Handling [Member] | ||||||||||||
Proceeds from hauling service | 68,485 | |||||||||||
Payment to hauling service | 409,556 | |||||||||||
Chief Executive Officer [Member] | Product [Member] | ||||||||||||
Payment for materials sold | 29,635 | |||||||||||
Chief Executive Officer [Member] | DWM Note [Member] | ||||||||||||
Principal amount | $ 17,218,350 | |||||||||||
Asset cost basis | $ 9,850,850 | 7,367,500 | ||||||||||
Fair market value | 17,218,350 | |||||||||||
Debt instrument, interest rate | 7% | |||||||||||
Principal payment | $ 0 | |||||||||||
Interest payment | 498,625 | |||||||||||
Principal balance | $ 17,218,350 | |||||||||||
Other long-term debt, Current | $ 523,303 | |||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||
Shares issued | 1,013,500 | |||||||||||
Officer [Member] | Series Z Preferred Stock [Member] | ||||||||||||
Exchange of shares | 250 | |||||||||||
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 | |||||||||||
Payment for rent | $ 50,000 | |||||||||||
Portsmouth Yards [Member] | ||||||||||||
Lease payment | $ 11,200 | |||||||||||
Equipment [Member] | Chief Executive Officer [Member] | ||||||||||||
Purchase equipment | $ 20,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 29, 2024 | Mar. 26, 2024 | Mar. 18, 2024 | Mar. 15, 2024 | Jul. 22, 2022 | Mar. 20, 2024 | Mar. 17, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 29, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Proceeds from warrant cash exercises | $ 15,511 | |||||||||
Warrant exercise price per share | $ 19.50 | |||||||||
Shares issued | 6,896,903 | |||||||||
Security deposit | $ 31,893 | $ 6,893 | ||||||||
Exchange Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt conversion, original amount | $ 10,000,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of warrant or right issued during the period | 16,147,852 | |||||||||
Warrant exercise price per share | $ 0.204 | |||||||||
Lease, description | the Company entered into leasing agreements for a scrap yard located at 3030 E 55th Street, Cleveland, OH 44127. Under the terms of the lease, the Company is required to pay $17,000 from March 1, 2024 to February 28, 2025; $23,000 from March 1, 2025 to February 28, 2026; $23,000 from March 1, 2026 to February 28, 2027; $23,000 from March 1, 2027 to February 28, 2028; and increasing by the greater of 3% and the CPI every 12 months thereafter until the expiration of the lease. | |||||||||
Security deposit | $ 17,000 | |||||||||
Lease, option to purchase property | $ 3,277,000 | |||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Series D Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, convertible, shares issuable | 1,000 | |||||||||
Subsequent Event [Member] | New Warrants Shares [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of warrant or right issued during the period | 32,295,704 | |||||||||
Net proceeds | $ 3,294,161 | |||||||||
Subsequent Event [Member] | Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of warrant or right issued during the period | 27,544,788 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of stock issued for conversion | 6,896,903 | |||||||||
Number of stock issued for conversion, value | $ 37,714,966 | |||||||||
Shares issued exercise of warrants | 1,551,428 | |||||||||
Proceeds from warrant cash exercises | $ 15,511 | |||||||||
Shares issued | 2,511,166 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of stock issued for conversion | 10,864,690 | |||||||||
Number of stock issued for conversion, value | $ 2,066,740 | |||||||||
Shares issued exercise of warrants | 13,978,361 | 2,258,088 | ||||||||
Proceeds from warrant cash exercises | $ 2,809,568 | $ 22,581 | ||||||||
Shares issued | 40,758 | |||||||||
Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, stated value | $ 0.001 | |||||||||
Preferred Stock [Member] | Subsequent Event [Member] | Exchange Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, convertible, shares issuable | 0.204 | |||||||||
Preferred stock, stated value | $ 10,000 |