Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | 966-1432 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | GWAV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 639,663,407 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 713,218 | $ 1,546,159 |
Inventories | 400,219 | 200,428 |
Accounts receivable | 943,245 | 646,413 |
Prepaid expenses | 162,667 | 296,761 |
Total current assets | 2,219,349 | 2,689,761 |
Property and equipment, net | 22,596,251 | 23,495,440 |
Security deposit | 31,892 | 31,893 |
Total assets | 45,299,005 | 46,411,849 |
Current liabilities: | ||
Bank overdraft | 298,264 | 118,763 |
Accounts payable and accrued expenses | 5,122,300 | 6,100,449 |
Accrued payroll and related expenses | 4,009,213 | 4,089,836 |
Factoring, net of unamortized debt discount of $1,347,230 and $-, respectively | 2,231,731 | |
Non-convertible notes payable, current portion, net of unamortized debt discount of $754,863 and $500,250, respectively | 2,751,628 | 2,623,561 |
Convertible notes payable, current portion, net of unamortized debt discount of $3,237,544 and $3,934,506, respectively | 6,756,732 | 8,065,494 |
Operating lease obligations, current portion | 371,642 | |
Total current liabilities | 22,708,450 | 23,269,476 |
Operating lease obligations, less current portion | 929,394 | 94,943 |
Convertible notes payable, net of unamortized debt discount of $1,438,908 and $1,967,253, respectively | 3,002,992 | 4,032,747 |
Non-convertible notes payable, net of unamortized debt discount of $1,597,247 and $1,965,113, respectively | 5,828,294 | 6,250,481 |
Total liabilities | 39,687,480 | 50,865,997 |
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; 43,864,860 and 16,964,336 shares issued and outstanding, respectively | 43,865 | 16,964 |
Common stock to be issued, 241,373 and 0 shares, respectively | 241 | |
Subscription receivable | (67,923) | |
Additional paid in capital | 434,962,276 | 391,395,045 |
Accumulated deficit | (429,326,935) | (395,866,157) |
Total stockholders’ equity (deficit) | 5,611,525 | (4,454,148) |
Total liabilities and stockholders’ equity (deficit) | 45,299,005 | 46,411,849 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock, value | 1 | |
License [Member] | ||
Current assets: | ||
Intangible assets, net | 15,955,500 | 16,487,350 |
Intellectual Property [Member] | ||
Current assets: | ||
Intangible assets, net | 1,518,000 | 1,669,800 |
Customer List [Member] | ||
Current assets: | ||
Intangible assets, net | 1,679,250 | 1,735,225 |
Related Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 78,842 | 103,822 |
Current liabilities: | ||
Due to related parties | 1,166,940 | 2,070,402 |
Operating lease obligations, current portion | 83,430 | 111,240 |
Related party note payable | 7,218,350 | 17,218,350 |
Nonrelated Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 1,219,921 | 198,558 |
Current liabilities: | ||
Operating lease obligations, current portion | $ 288,212 | $ 89,731 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 43,864,860 | 16,964,336 |
Common stock, shares outstanding | 43,864,860 | 16,964,336 |
Common stock, shares to be issued | 241,373 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 10,000 | $ 10,000 |
Preferred stock shares issued | 1,000 | 0 |
Non-Convertible Note Payable [Member] | ||
Unamortized debt discount, current | $ 754,863 | $ 500,250 |
Unamortized debt discount, non current | 1,597,247 | 1,965,113 |
Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | 3,237,544 | 3,934,506 |
Unamortized debt discount, non current | 1,438,908 | 1,967,253 |
Factoring [Member] | ||
Unamortized debt discount, current | $ 1,347,230 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 8,504,777 | $ 9,043,422 |
Cost of Revenues | 5,240,516 | 4,316,811 |
Gross Profit | 3,264,261 | 4,726,611 |
Operating Expenses: | ||
Advertising | 2,374 | 5,522 |
Payroll and related expense | 1,738,028 | 1,951,259 |
Rent, utilities and property maintenance ($192,720 and $672,557, respectively, to related-party) | 443,872 | 1,023,709 |
Hauling and equipment maintenance | 601,562 | 1,250,717 |
Depreciation and amortization expense | 1,638,815 | 1,268,853 |
Consulting, accounting and legal | 612,271 | 273,073 |
Stock based compensation for services | 288,900 | |
Stock Compensation | 20,833 | |
Other general and administrative expenses | 729,330 | 888,654 |
Total Operating Expenses | 6,075,985 | 6,661,787 |
Loss From Operations | (2,811,724) | (1,935,176) |
Other Income (Expense): | ||
Interest expense and amortization of debt discount | (2,194,229) | (2,165,504) |
Other gain (loss) | 1,351 | |
Equity issued for warrant inducement | (3,029,927) | |
Shares issued for Financing | (52,183) | |
Gain on conversion of convertible notes | 24,198 | |
Gain on settlement of non-convertible notes payable and advances | 75,005 | |
Total Other Expense | (5,250,790) | (2,090,499) |
Net Loss Before Income Taxes | (8,062,514) | (4,025,675) |
Provision for Income Taxes (Benefit) | ||
Net Loss | (8,062,514) | (4,025,675) |
Deemed dividend for the reduction of exercise price of warrants | (1,444,324) | |
Deemed dividend for the reduction of the conversion price of a debt note | (23,953,940) | |
Net Loss Available to Common Stockholders | $ (33,460,778) | $ (4,025,675) |
Net Loss Per Common Share: | ||
Basic | $ (0.39) | $ (0.36) |
Diluted | $ (0.39) | $ (0.36) |
Weighted Average Common Shares Outstanding: | ||
Basic | 20,858,437 | 11,209,142 |
Diluted | 20,858,437 | 11,209,142 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Operating expense related party | $ 192,720 | $ 672,557 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series D Preferred Stock [Member] | Preferred Stock [Member] Series Z Preferred Stock [Member] | Common Stock [Member] Common Stock To Be Issued[Member] | Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | $ 289 | (288) | 1 | |||||
Issuance of common stock upon conversion of Series Z Preferred, shares | (72) | 288,494 | ||||||
Net loss | (4,025,675) | (4,025,675) | ||||||
Balance at Mar. 31, 2023 | $ 11,251 | 377,595,330 | (366,294,690) | 11,311,891 | ||||
Balance, shares at Mar. 31, 2023 | 250 | 11,250,813 | ||||||
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 | |||||||
Exchange of non-convertible note into shares of Series D Preferred | $ 1 | 9,999,999 | 10,000,000 | |||||
Exchange of non-convertible note into shares of Series D Preferred, shares | 1,000 | |||||||
Issuance of common stock upon conversion of Series Z Preferred | $ 10,865 | 2,031,677 | 2,042,542 | |||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 10,864,690 | |||||||
Common stock issued for the exercise of warrants for cash | $ 241 | $ 16,036 | (67,923) | 2,818,464 | 2,766,818 | |||
Common stock issued for the exercise of warrants for cash, shares | 241,373 | 16,035,834 | ||||||
Stock based compensation | 288,900 | 288,900 | ||||||
Equity issued for warrant inducement | 3,029,927 | 3,029,927 | ||||||
Deemed dividend for the reduction of the conversion price of a debt note | 23,953,940 | (23,953,940) | ||||||
Deemed dividend for the reduction of the exercise price of warrants | 1,444,324 | (1,444,324) | ||||||
Net loss | (8,062,514) | (8,062,514) | ||||||
Balance at Mar. 31, 2024 | $ 1 | $ 241 | $ 43,865 | $ (67,923) | $ 434,962,276 | $ (429,326,935) | $ 5,611,525 | |
Balance, shares at Mar. 31, 2024 | 1,000 | 241,373 | 43,864,860 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cashflows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (8,062,514) | $ (4,025,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of intangible assets | 1,638,815 | 1,268,853 |
Interest and amortization of debt discount | 2,194,229 | 1,861,971 |
Gain on conversion of debt | (24,198) | |
Gain (loss) on settlement of non-convertible notes payable and advances | (75,005) | |
Stock based compensation for services | 288,900 | |
Stock based compensation | 20,833 | |
Equity issued for warrant inducement | 3,029,927 | |
Shares issued for Financing | 52,183 | |
Changes in operating assets and liabilities: | ||
Changes in due to related party | (903,462) | 529,693 |
Inventories | (199,791) | (303,826) |
Accounts receivable | (296,832) | (144,269) |
Prepaid expenses | 113,261 | (42,262) |
Security deposit | (25,000) | |
Accounts payable and accrued expenses | (1,649,694) | 812,188 |
Accrued payroll and related expenses | 328,781 | (36,649) |
Net cash used in operating activities | (3,460,823) | (203,965) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (712,335) | |
Net cash used in investing activities | (712,335) | |
Cash flows from financing activities: | ||
Proceeds from warrant exercises | 2,574,679 | |
Repayment of convertible notes | (1,497,083) | |
Proceeds from issuance of non-convertible notes payable | 1,000,000 | |
Bank overdrafts | 179,501 | |
Repayment of a non-convertible notes payable | (456,776) | (519,543) |
Proceeds from factoring | 2,843,950 | 1,876,109 |
Repayments of factoring | (1,016,389) | (1,985,985) |
Net cash provided by financing activities | 2,627,882 | 370,581 |
Net increase (decrease) in cash | (832,941) | (545,719) |
Cash, beginning of year | 1,546,159 | 821,804 |
Cash, end of year | 713,218 | 276,085 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | 309,170 | 20,646 |
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend for conversion price reduction of note | 23,953,940 | |
Factoring proceeds utilized for payoff of factoring liabilities | 5,004,393 | |
Equipment purchased by issuance of non-convertible notes payable | 2,840,958 | |
Deemed dividend for exercise price reduction of warrants | 1,444,324 | |
Exchange of notes to Series D Preferred | 10,000,000 | |
Increase in right of use assets and operating lease liabilities | 1,070,298 | 199,466 |
Common shares issued upon conversion of Series Z Preferred | 289 | |
Common shares issued upon conversion of convertible notes and accrued interest | 2,066,740 | |
Advance utilized for equipment purchases | 1,193,380 | |
Legal fees paid out of warrant exercise | 139,955 | |
Advance for asset | 162,000 | |
Related Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right of use assets, net | 24,980 | 602,404 |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | (39,791) | (574,454) |
Nonrelated Party [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right of use assets, net | 48,935 | 43,226 |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | $ (25,385) | $ (95,160) |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Overview Greenwave Technology Solutions, Inc. (“Greenwave”, the “Company”, “we”, “us” or “ours”) 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 13 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 condensed 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 condensed 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. All intercompany transactions were eliminated during consolidation. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three months ended March 31, 2024 and 2023, its cash flows for the three months ended March 31, 2024 and 2023, and its financial position as of March 31, 2024 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 16, 2024 (the “Annual Report”). The December 31, 2023 balance sheet is derived from those statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had cash of $ 713,218 20,489,101 429,326,935 If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying unaudited condensed 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 condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed 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 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, 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 condensed 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 condensed 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 March 31, 2024 and December 31, 2023, 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 $ 250,000 505,707 1,267,659 Accounts Receivable Accounts receivable represent amounts primarily due from customers on product and other sales. 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 delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable balances, the financial condition of the Company’s customers, 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. As of March 31, 2024 and December 31, 2023, the accounts receivable balances amounted to $ 943,245 646,413 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 factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes 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 17 – 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 condensed 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 13 – Commitments and Contingencies Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. 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 clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. 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 we do carry, 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 value 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 $ 400,219 200,428 Note 5 – Inventories. Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 2,374 5,522 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. 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 Dividend 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. Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. 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. As of March 31, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 Note 13 —Commitments and Contingencies 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 these contingent environmental-related liabilities have been resolved. 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 Note 7 – Amortization of Intangible Assets 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 March 31, 2024 and December 31, 2023, the Company owed $ 2,231,731 0 1,347,230 0 Note 8 – Factoring Advances and Non-Convertible Notes Payable. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Financial 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 common 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 period. 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 three months ended March 31, 2023 and 2023 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 are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE March 31, March 31, Common shares issuable upon conversion of convertible notes 92,067,453 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 32,723,490 9,756,876 Common shares issuable upon conversion of preferred stock 49,019,608 1,013,500 Total potentially dilutive shares 173,902,717 10,862,542 Recent Accounting Pronouncements There are 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 | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 4 – CONCENTRATIONS OF RISK Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. At March 31, 2024, seven certain large customers individually accounted for $ 167,479 139,090 132,983 109,774 84,363 69,186 61,544 18 15 14 12 9 7 7 154,090 95,510 95,219 62,057 59,932 54,007 23.84 14.78 14.74 9.60 9.27 8.35 Customer Concentrations The Company has a concentration of customers. For the three months ended March 31, 2024, two customers individually accounted for $ 5,688,064 478,248 67 6 5,200,126 536,624 approximately 58 6 The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: SCHEDULE OF INVENTORIES March 31, December 31, 2023 Processed and unprocessed scrap metal $ 400,219 $ 200,428 Finished products - - Inventories $ 400,219 $ 200,428 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Machinery and Equipment $ 18,028,893 $ 18,028,893 Furniture and Fixtures 6,128 6,128 Land 980,129 980,129 Buildings 724,170 724,170 Vehicles 7,149,919 7,149,919 Leaseholder Improvements 1,862,593 1,862,593 Subtotal 28,751,832 28,751,832 Less accumulated depreciation (6,155,581 ) (5,256,392 ) Property and equipment, net $ 22,596,251 $ 23,495,440 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 899,190 529,228 |
AMORTIZATION OF INTANGIBLE ASSE
AMORTIZATION OF INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Gross carrying amount Accumulated amortization Carrying value Estimated remaining useful life Intellectual Property $ 3,036,000 $ (1,518,000 ) $ 1,518,000 2.75 Customer List 2,239,000 (559,750 ) 1,679,250 7.75 Licenses 21,274,000 (5,318,500 ) 15,955,500 7.75 Total intangible assets, net $ 26,549,000 $ (7,396,250 ) $ 19,152,750 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 Amortization expense for intangible assets was $ 739,625 739,625 Total estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2024 (remaining) $ 2,218,875 2025 2,958,500 2026 2,806,700 2027 2,351,300 2028 2,351,300 Thereafter 6,466,075 |
FACTORING ADVANCES AND NON-CONV
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Factoring Advances And Non-convertible Notes Payable | |
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE | NOTE 8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE Factoring Advances On February 1, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,340,000 970,000 30,000 970,000 weekly 25,800 60,656 206,400 824,256 309,344 400,000 On February 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 822,000 572,950 27,050 572,950 weekly 30,444 64,075 243,556 393,469 184,975 400,000 On February 29, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 559,600 376,000 24,000 376,000 weekly 25,436 41,545 97,745 319,800 142,055 On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 1,499,000 700,000 300,000 700,000 weekly 125,000 208,435 375,000 533,435 590,565 On March 7, 2024, the Company entered into a revenue factoring advance in the principal amount of $ 374,750 225,000 25,000 225,000 weekly 23,422 29,459 93,688 160,771 120,291 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 March 31, 2024 and December 31, 2023, the Company owed $ 85,000 Non-Convertible Notes Payable 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 5,679 3,267 447 442 29,280 34,312 5,651 6,298 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 31,192 56,115 9,508 11,741 434,245 455,929 97,589 107,097 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 4,564 4,214 8,865 9,214 574,663 579,227 3,070 2,991 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 4,564 4,214 8,865 9,214 574,663 579,227 2,904 2,991 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 25,048 39,509 135,197 248,391 1,158,644 1,268,792 146,436 171,484 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 16,939 18,048 33,978 19,515 780,388 797,427 335,065 352,005 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 17,187 18,285 34,424 21,260 788,712 805,949 339,976 357,164 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 17,520 18,729 35,460 21,270 810,554 827,495 346,549 364,069 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 16,916 18,302 34,341 21,170 790,475 807,900 336,452 353,367 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 16,261 15,288 55,146 10,365 609,359 648,244 126,693 142,954 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 16,172 14,187 13,078 8,030 623,970 620,876 261,779 277,951 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 10.6 772 4,043 38,804 16,595 476,209 514,241 10,007 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 21,548 6,189 26,884 0 655,425 660,761 279,412 300,960 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 3,466 3,137 183,334 183,663 66,501 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 0 291,440 10,000,000 1,000 Note 14 – Stockholders’ Equity 7,218,350 17,218,350 The following table details the current and long-term principal due under non-convertible notes as of March 31, 2024. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 16,385 Non-Convertible Note (Issued March 8, 2019) - 5,000 Deed of Trust Note (Issued September 1, 2022) 53,712 520,951 Deed of Trust Note (Issued September 1, 2022) 53,712 520,951 Equipment Finance Note (Issued April 21, 2022) 231,120 300,714 Equipment Finance Note (Issued September 14, 2022) 993,564 311,516 Equipment Finance Note (Issued November 28, 2022) 251,400 864,054 Equipment Finance Note (Issued November 28, 2022) 254,700 873,989 Equipment Finance Note (Issued November 28, 2022) 260,880 896,224 Equipment Finance Note (Issued December 15, 2022) 254,280 872,646 Equipment Finance Note (Issued January 10, 2023) 408,096 327,956 Equipment Finance Note (Issued January 12, 2023) 193,620 692,129 Equipment Finance Note (Issued February 24, 2023) 287,460 647,377 Equipment Finance Note (Issued February 23, 2023) 193,620 292,595 Equipment Finance Note (Issued April 12, 2023) 51,780 198,055 Related-party Equipment Note (Issued July 31, 2023) - 7,218,350 SAFTs - 85,000 Debt Discount (754,863 ) (1,597,247 ) Total Principal of Non-Convertible Notes $ 2,751,627 $ 13,046,645 Total principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2024 (remaining) $ 2,629,867 2025 3,528,100 2026 1,530,119 2027 809,342 2028 785,128 Thereafter 8,867,826 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of March 31, 2024 and December 31, 2023, the Company owed accounts payable and accrued expenses of $ 5,122,300 6,100,449 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, Accounts Payable $ 1,908,575 $ 1,884,973 Credit Cards 26,639 1,756 Accrued Interest 2,165,705 2,074,016 Accrued Expenses 1,021,381 2,139,704 Total Accounts Payable and Accrued Expenses $ 5,122,300 $ 6,100,449 |
ACCRUED PAYROLL AND RELATED EXP
ACCRUED PAYROLL AND RELATED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, the Company owed payroll tax liabilities, including penalties, of $ 4,009,213 4,089,836 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE 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 , which consisted of approximately $ 13,188,750 in cash and $ 1,031,250 of existing debt of the Company which was exchanged for the notes and warrants issued in this offering in principal amount of senior secured convertible notes and warrants and $ 500,000 in notes issued as commission. The transaction closed on August 1, 2023. The Senior Notes were issued with an original issue discount of 16.67 %, do not bear interest, unless in the event of an event of default, in which case the notes bear interest at the rate of 18 % per annum until such default has been cured, and mature after 24 months, on July 31, 2025 . The aggregate principal amount of the notes is $ 18,000,000 . The Company will pay to the Investors an aggregate of $ 1,000,000 per month beginning on the last business day of the sixth (6th) full calendar month following the issuance thereof. The Senior Notes are convertible into shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”), at a conversion price per share of $ 1.50 , subject to adjustment under certain circumstances described in the Senior Notes. There is a 125 % conversion premium for any principal converted to shares of common stock. 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. To secure its obligations thereunder and under the Purchase Agreement, the Company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement. The Company has the option to redeem the Senior Notes at a 10 % redemption premium. There is a 125 % change in control redemption premium. The maturity date of the Senior Notes also may be extended by the holders under circumstances specified therein. 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 %, (2) expected volatility of 93 , (3) risk-free interest rate of 5.06 % and (4) expected life of 5.01 years. During the three months ended March 31, 2024, there was amortization of debt discount of $ 1,225,307 1,497,083 2,066,740 10,864,690 2,031,677 Note 14 – Stockholder’s Equity 24,198 On March 18, 2024, the Company obtained the waiver of the following covenants from holders of the notes: (i) until September 30, 2024, the Available Cash Test covenant contained in Section 14(t)(i) of the Notes; (ii) the right to receive the Amortization Amount for the next four (4) consecutive Amortization Dates immediately following the date of the waiver, with the aggregate of such Amortization Amounts now instead being due on the Maturity Date; and (iii) notwithstanding anything to the contrary set forth in the Notes, through and including the sixtieth (60) calendar day following the date of the waiver, (A) if the average closing price on the Eligible Market of the Common Stock on the three (3) most recent Trading Days is less than $ 0.25 0.25 On March 18, 2024, as a result of the Company’s warrant inducement, the conversion price of the Senior Notes was reduced from $ 1.02 0.196 23,953,940 0 93 5.06 1.37 As of March 31, 2024 and December 31, 2023, the carrying value of the convertible notes was $ 9,759,725 12,098,241 4,676,452 5,901,759 As of March 31, 2024, the current and non-current portions of the note are $ 6,756,732 3,002,992 3,237,544 1,438,908 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 March 31, 2024 is: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal 2024 $ 5,000,000 2025 $ 9,436,177 Total Principal Outstanding $ 14,436,177 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
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 $ 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 5 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 12 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 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; $24,000 from March 1, 2026 to February 28, 2027; $25, 000 $25,750 from March 1, 2028 five years five years 17,000 3,277,000 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 per month until the lease expires on 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 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 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 March 31, December 31, ROU assets – related party $ 78,842 $ 103,822 ROU assets 1,219,921 198,558 Total ROU assets 1,298,763 302,380 Current portion of lease liabilities – related party $ 83,430 $ 111,240 Current portion of lease liabilities 288,212 89,731 Long term lease liabilities, net of current portion 929,394 94,943 Total lease liabilities $ 1,301,036 $ 295,914 Aggregate minimum future commitments under non-cancellable operating leases and other obligations at March 31, 2024 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2024 (remaining) $ 298,019 2025 331,545 2026 336,476 2027 312,448 2028 307,500 2029 77,250 Total Minimum Lease Payments $ 1,663,238 Less: Imputed Interest $ (362,202 ) Present Value of Lease Payments $ 1,301,036 Less: Current Portion $ (371,642 ) Long Term Portion $ 929,394 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 three months ended March 31, 2024 and 2023 was $ 279,419 747,778 4 10 |
COMMITMENTS AND CONTINGENCES
COMMITMENTS AND CONTINGENCES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCES | NOTE 13 – 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 0.001 Series D On March 29, 2024, the Company authorized the issuance of 1,000 0.001 10,000 The is convertible into the Company’s common stock at $ 0.204 in cash or shares of its Common Stock. On March 29, 2024, the Company entered into an exchange agreement with DWM Properties LLC (“DWM”), whereby the Company and DWM agreed to exchange $ 10,000,000 As of March 31, 2024, there were 1,000 issued Common Stock The Company is authorized to issue 1,200,000,000 0.001 During the three months ended March 31, 2024, the Company issued 16,035,834 shares of common stock and had 241,373 shares to be issued for the exercise of warrants for cash proceeds of $ 2,574,679 , payment of legal fees $ 139,955 , along with subscription receivable of $ 67,923 . The Company issued extra shares with a value of $ 52,183 . The Company contributed $ 2,818,464 to additional paid in capital for these exercises. During the three months ended March 31, 2024, the Company issued 10,864,690 shares of common stock for the conversion of debt in the principal amount of $ 2,066,740 2,031,677 24,198 2,031,677 As of March 31, 2024 and December 31, 2023, there were 43,864,860 16,964,336 241,373 0 Additional Paid in Capital During the three months ended March 31, 2024, the Company credited additional paid in capital $ 288,900 0 122.93 4.21 5 During the three months ended March 31, 2024, the Company credited additional paid in capital $ 3,029,927 0 123.05 4.22 5 During the three months ended March 31, 2024, the Company credited additional paid in capital $ 23,943,940 0 93 5.06 1.37 During the three months ended March 31, 2024, the Company credited additional paid in capital $ 1,444,324 0 108.49 4.36 5 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
WARRANTS | NOTE 15 – WARRANTS On March 18, 2024, the Company entered into warrant exercise inducement offer letters with the holders of its existing warrants, pursuant to which it issued 16,035,834 241,373 2,574,679 139,955 67,923 and were i 27,544,788 0.204 1,444,324 3,029,927 On March 29, 2024, the Company issued 2,700,000 288,900 A summary of the warrant activity for the three months ended March 31, 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 Granted 30,350,895 $ 0.204 Exercised (16,277,207 ) $ 0.204 Cancelled/Exchanged - - Outstanding at March 31, 2024 32,723,490 $ 0.204 4.83 $ 11,449 Exercisable at March 31, 2024 32,723,490 $ 0.204 4.83 $ 11,449 SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 103,144 4.34 103,44 0.204 32,620,346 4.83 32,620,346 32,723,490 4.83 32,723,490 The aggregate intrinsic value of outstanding stock warrants was $ 11,449 0.121 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 16 – 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 March 31, 2024, 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 Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior 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 three months ended March 31, 2024. A summary of the stock option activity for the three months ended March 31, 2024 as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 92,166 $ 148.11 3.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at March 31, 2024 92,166 $ 148.11 3.24 $ - Exercisable at March 31, 2024 92,166 $ 148.11 3.24 $ - SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Number of $ 23.00 75.00 44,368 4.01 44,368 75.01 150.00 6,476 3.01 6,476 150.01 225.00 6,079 2.37 6,079 225.01 300.00 33,133 2.45 33,133 300.01 321.00 2,110 2.35 2,110 92,166 92,166 The aggregate intrinsic value of outstanding stock options was $ 0 0.121 The fair value of all options that vested during the three months ended March 31, 2024 and 2023 was $ 0 0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS Agreements with Danny Meeks and Affiliates of Danny Meeks 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 per month in rent, increasing 3% on January 1 st 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 From January 1 to March 31, 2024, the Company paid rent of $ 192,720 1,166,940 2,070,402 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 0 291,440 10,000,000 1,000 Note 14 – Stockholders’ Equity 7,218,350 17,218,350 During the three months ended March 31, 2024, the Company provided $ 64,082 During the three months ended March 31, 2024, the Company paid an entity controlled by the Company’s Chief Executive Officer $ 342,319 During the three months ended March 31, 2024, the Company paid entities controlled by the Company’s Chief Executive Officer $ 106,621 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued. From April 1 to May 17, 2024, the Company issued 227,787 On April 22, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange the remaining $ 7,218,350 61,853,899 On April 22, 2024, the Company entered into a securities purchase agreement pursuant to which it issued an aggregate of 45,058,612 45,058,612 5,258,340 On May 3, 2024, the Company entered into an amendment to its senior secured convertible promissory note originally signed July 31, 2023. The amendment, among other things, changed the conversion price of the senior notes to $ 0.05 On March 20, 2024, the Company and the Investors entered into a Consent and Waiver (the “March Consent and Waiver”), pursuant to which the Investors agreed, among other things, not to convert the Senior Notes until May 20, 2024 if the average closing price of the Company’s common stock on the Nasdaq Capital Market on the three (3) most recent trading days was less than $ 0.25 On May 7, 2024, the Company received notice from the Listing Qualifications Department indicating that the bid price for the Company’s common stock had closed below $ .10 On May 10, 2024, the Company entered into an exchange agreement with DWM Properties LLC, whereby the Company and Holder agreed to exchange 1,000 200,000,000 From May 9 to May 16, 2024, the Company issued 288,658,249 16,666,667 12,212,997 On May 16, 2024, the Company entered into a securities purchase agreement pursuant to which it will issue 420,596,154 420,596,154 21,871,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed 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 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, 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 condensed 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 condensed 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 March 31, 2024 and December 31, 2023, 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 $ 250,000 505,707 1,267,659 |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts primarily due from customers on product and other sales. 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 delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable balances, the financial condition of the Company’s customers, 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. As of March 31, 2024 and December 31, 2023, the accounts receivable balances amounted to $ 943,245 646,413 |
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 factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes |
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 17 – 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 condensed 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 13 – Commitments and Contingencies |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. 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 clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. |
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 we do carry, 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 value 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 $ 400,219 200,428 Note 5 – Inventories. |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 2,374 5,522 |
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. |
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 Dividend | Deemed Dividend 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. |
Issuance of Debt Instruments With Detachable Stock Purchase Warrants | Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. |
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. As of March 31, 2024 and December 31, 2023, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 Note 13 —Commitments and Contingencies 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 these contingent environmental-related liabilities have been resolved. |
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 Note 7 – Amortization of Intangible Assets |
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 March 31, 2024 and December 31, 2023, the Company owed $ 2,231,731 0 1,347,230 0 Note 8 – Factoring Advances and Non-Convertible Notes Payable. |
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 Financial 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 common 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 period. 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 three months ended March 31, 2023 and 2023 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 are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE March 31, March 31, Common shares issuable upon conversion of convertible notes 92,067,453 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 32,723,490 9,756,876 Common shares issuable upon conversion of preferred stock 49,019,608 1,013,500 Total potentially dilutive shares 173,902,717 10,862,542 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are 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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | Potentially dilutive securities are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE March 31, March 31, Common shares issuable upon conversion of convertible notes 92,067,453 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 32,723,490 9,756,876 Common shares issuable upon conversion of preferred stock 49,019,608 1,013,500 Total potentially dilutive shares 173,902,717 10,862,542 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: SCHEDULE OF INVENTORIES March 31, December 31, 2023 Processed and unprocessed scrap metal $ 400,219 $ 200,428 Finished products - - Inventories $ 400,219 $ 200,428 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Machinery and Equipment $ 18,028,893 $ 18,028,893 Furniture and Fixtures 6,128 6,128 Land 980,129 980,129 Buildings 724,170 724,170 Vehicles 7,149,919 7,149,919 Leaseholder Improvements 1,862,593 1,862,593 Subtotal 28,751,832 28,751,832 Less accumulated depreciation (6,155,581 ) (5,256,392 ) Property and equipment, net $ 22,596,251 $ 23,495,440 |
AMORTIZATION OF INTANGIBLE AS_2
AMORTIZATION OF INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Gross carrying amount Accumulated amortization Carrying value Estimated remaining useful life Intellectual Property $ 3,036,000 $ (1,518,000 ) $ 1,518,000 2.75 Customer List 2,239,000 (559,750 ) 1,679,250 7.75 Licenses 21,274,000 (5,318,500 ) 15,955,500 7.75 Total intangible assets, net $ 26,549,000 $ (7,396,250 ) $ 19,152,750 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 |
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS | Total estimated amortization expense for our intangible assets for the years 2024 through 2028 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2024 (remaining) $ 2,218,875 2025 2,958,500 2026 2,806,700 2027 2,351,300 2028 2,351,300 Thereafter 6,466,075 |
FACTORING ADVANCES AND NON-CO_2
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Factoring Advances And Non-convertible Notes 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 March 31, 2024. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 16,385 Non-Convertible Note (Issued March 8, 2019) - 5,000 Deed of Trust Note (Issued September 1, 2022) 53,712 520,951 Deed of Trust Note (Issued September 1, 2022) 53,712 520,951 Equipment Finance Note (Issued April 21, 2022) 231,120 300,714 Equipment Finance Note (Issued September 14, 2022) 993,564 311,516 Equipment Finance Note (Issued November 28, 2022) 251,400 864,054 Equipment Finance Note (Issued November 28, 2022) 254,700 873,989 Equipment Finance Note (Issued November 28, 2022) 260,880 896,224 Equipment Finance Note (Issued December 15, 2022) 254,280 872,646 Equipment Finance Note (Issued January 10, 2023) 408,096 327,956 Equipment Finance Note (Issued January 12, 2023) 193,620 692,129 Equipment Finance Note (Issued February 24, 2023) 287,460 647,377 Equipment Finance Note (Issued February 23, 2023) 193,620 292,595 Equipment Finance Note (Issued April 12, 2023) 51,780 198,055 Related-party Equipment Note (Issued July 31, 2023) - 7,218,350 SAFTs - 85,000 Debt Discount (754,863 ) (1,597,247 ) Total Principal of Non-Convertible Notes $ 2,751,627 $ 13,046,645 |
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES | Total principal payments due on non-convertible notes for 2024 through 2028 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2024 (remaining) $ 2,629,867 2025 3,528,100 2026 1,530,119 2027 809,342 2028 785,128 Thereafter 8,867,826 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, Accounts Payable $ 1,908,575 $ 1,884,973 Credit Cards 26,639 1,756 Accrued Interest 2,165,705 2,074,016 Accrued Expenses 1,021,381 2,139,704 Total Accounts Payable and Accrued Expenses $ 5,122,300 $ 6,100,449 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES | The maturity date of the convertible notes outstanding at March 31, 2024 is: SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES Maturity Date Principal 2024 $ 5,000,000 2025 $ 9,436,177 Total Principal Outstanding $ 14,436,177 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES | ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES March 31, December 31, ROU assets – related party $ 78,842 $ 103,822 ROU assets 1,219,921 198,558 Total ROU assets 1,298,763 302,380 Current portion of lease liabilities – related party $ 83,430 $ 111,240 Current portion of lease liabilities 288,212 89,731 Long term lease liabilities, net of current portion 929,394 94,943 Total lease liabilities $ 1,301,036 $ 295,914 |
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS | Aggregate minimum future commitments under non-cancellable operating leases and other obligations at March 31, 2024 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2024 (remaining) $ 298,019 2025 331,545 2026 336,476 2027 312,448 2028 307,500 2029 77,250 Total Minimum Lease Payments $ 1,663,238 Less: Imputed Interest $ (362,202 ) Present Value of Lease Payments $ 1,301,036 Less: Current Portion $ (371,642 ) Long Term Portion $ 929,394 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the three months ended March 31, 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 18,649,802 $ 0.89 3.99 $ 1,388,582 Granted 30,350,895 $ 0.204 Exercised (16,277,207 ) $ 0.204 Cancelled/Exchanged - - Outstanding at March 31, 2024 32,723,490 $ 0.204 4.83 $ 11,449 Exercisable at March 31, 2024 32,723,490 $ 0.204 4.83 $ 11,449 |
SCHEDULE OF WARRANT EXERCISABLE | SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 103,144 4.34 103,44 0.204 32,620,346 4.83 32,620,346 32,723,490 4.83 32,723,490 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the three months ended March 31, 2024 as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 92,166 $ 148.11 3.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at March 31, 2024 92,166 $ 148.11 3.24 $ - Exercisable at March 31, 2024 92,166 $ 148.11 3.24 $ - |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Number of $ 23.00 75.00 44,368 4.01 44,368 75.01 150.00 6,476 3.01 6,476 150.01 225.00 6,079 2.37 6,079 225.01 300.00 33,133 2.45 33,133 300.01 321.00 2,110 2.35 2,110 92,166 92,166 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 713,218 | $ 1,546,159 |
Working capital | (20,489,101) | |
Accumulated deficit | $ (429,326,935) | $ (395,866,157) |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 173,902,717 | 10,862,542 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 92,067,453 | |
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 | 32,723,490 | 9,756,876 |
Preferred Stock Convertible [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 49,019,608 | 1,013,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Cash, fdic insured amount | $ 250,000 | ||
Cash, uninsured amount | 505,707 | $ 1,267,659 | |
Accounts receivable | 943,245 | 646,413 | |
Inventory | 400,219 | 200,428 | |
Advertising expenses | 2,374 | $ 5,522 | |
Environmental remediation | 0 | 0 | |
Factoring net bebt discouts | 2,231,731 | ||
Factoring [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Unamortized debt discount, current | $ 1,347,230 | $ 0 | |
Intellectual Property [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 5 years | ||
Customer List [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years | ||
License [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated fair lives of long lived asset | 10 years |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Concentration Risk [Line Items] | |||
Accounts receivable | $ 943,245 | $ 646,413 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 167,479 | $ 154,090 | |
Concentration risk, percentage | 18% | 23.84% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 139,090 | $ 95,510 | |
Concentration risk, percentage | 15% | 14.78% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 132,983 | $ 95,219 | |
Concentration risk, percentage | 14% | 14.74% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 109,774 | $ 62,057 | |
Concentration risk, percentage | 12% | 9.60% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Five Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 84,363 | $ 59,932 | |
Concentration risk, percentage | 9% | 9.27% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Six Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 69,186 | $ 54,007 | |
Concentration risk, percentage | 7% | 8.35% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Seven Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 61,544 | ||
Concentration risk, percentage | 7% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 67% | 58% | |
Revenues | $ 5,688,064 | $ 5,200,126 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 6% | 6% | |
Revenues | $ 478,248 | $ 536,624 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Processed and unprocessed scrap metal | $ 400,219 | $ 200,428 |
Finished products | ||
Inventories | $ 400,219 | $ 200,428 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 28,751,832 | $ 28,751,832 |
Less accumulated depreciation | (6,155,581) | (5,256,392) |
Property and equipment, net | 22,596,251 | 23,495,440 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 18,028,893 | 18,028,893 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 6,128 | 6,128 |
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 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 7,149,919 | 7,149,919 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,862,593 | $ 1,862,593 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 899,190 | $ 529,228 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 26,549,000 | $ 26,549,000 |
Accumulated amortization | (7,396,250) | (6,656,625) |
Carrying value | 19,152,750 | 19,892,375 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,036,000 | 3,036,000 |
Accumulated amortization | (1,518,000) | (1,366,200) |
Carrying value | $ 1,518,000 | $ 1,669,800 |
Estimated remaining useful life | 2 years 9 months | 3 years |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,239,000 | $ 2,239,000 |
Accumulated amortization | (559,750) | (503,775) |
Carrying value | $ 1,679,250 | $ 1,735,225 |
Estimated remaining useful life | 7 years 9 months | 8 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,274,000 | $ 21,274,000 |
Accumulated amortization | (5,318,500) | (4,786,650) |
Carrying value | $ 15,955,500 | $ 16,487,350 |
Estimated remaining useful life | 7 years 9 months | 8 years |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remaining) | $ 2,218,875 |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 739,625 | $ 739,625 |
SCHEDULE OF CURRENT AND LONG TE
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details) | Mar. 31, 2024 USD ($) |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Current | $ 2,751,627 |
Principal of Non-Convertible Notes Long Term | 13,046,645 |
Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | (1,597,247) |
Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Total Principal of Non-Convertible Notes | (754,863) |
GM Financial [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Long Term | 16,385 |
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 | 5,000 |
Non convertible Note [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Current | |
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Long Term | 520,951 |
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Current | 53,712 |
Deed of Trust Note One [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Long Term | 520,951 |
Deed of 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 | 300,714 |
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 | 311,516 |
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 | 864,054 |
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 | 873,989 |
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 | 896,224 |
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 | 872,646 |
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 | 327,956 |
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 | 692,129 |
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 | 647,377 |
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Current | 287,460 |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Long Term | 292,595 |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Current | 193,620 |
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal of Non-Convertible Notes Long Term | 198,055 |
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 | 7,218,350 |
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) | Mar. 31, 2024 USD ($) |
Factoring Advances And Non-convertible Notes Payable | |
2024 (remaining) | $ 2,629,867 |
2025 | 3,528,100 |
2026 | 1,530,119 |
2027 | 809,342 |
2028 | 785,128 |
Thereafter | $ 8,867,826 |
FACTORING ADVANCES AND NON-CO_3
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||||||||||
Mar. 07, 2024 | Feb. 29, 2024 | Feb. 07, 2024 | Feb. 01, 2024 | Jul. 31, 2023 | Apr. 12, 2023 | Feb. 24, 2023 | Feb. 23, 2023 | Jan. 12, 2023 | Jan. 10, 2023 | Dec. 15, 2022 | Nov. 28, 2022 | Sep. 14, 2022 | Sep. 01, 2022 | Apr. 21, 2022 | Apr. 11, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2024 | Apr. 30, 2024 | Mar. 29, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest payment | $ 309,170 | $ 20,646 | ||||||||||||||||||||
Secured Promissory Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 2,980,692 | $ 964,470 | ||||||||||||||||||||
Purchase price advance | 2,505,000 | |||||||||||||||||||||
Debt instrument periodic payment | $ 82,797 | |||||||||||||||||||||
Amortization of debt discount | 25,048 | 39,509 | ||||||||||||||||||||
Repayments of debt | 31,192 | 56,115 | ||||||||||||||||||||
Unamortized debt discount | 146,436 | $ 171,484 | ||||||||||||||||||||
Installation of piece equipment | $ 750,000 | |||||||||||||||||||||
Debt instrument interest rate | 10.60% | 10.60% | ||||||||||||||||||||
Interest payment | 135,197 | 248,391 | ||||||||||||||||||||
Principal balance | 1,158,644 | 1,268,792 | ||||||||||||||||||||
Secured Promissory Note [Member] | Equipment [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Amortization of debt discount | 9,508 | 11,741 | ||||||||||||||||||||
Unamortized debt discount | 97,589 | 107,097 | ||||||||||||||||||||
Debt instrument unamortized discount current | 434,245 | 455,929 | ||||||||||||||||||||
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 | 574,663 | 579,227 | |||||||||||||||||||
Debt instrument periodic payment | $ 4,476 | |||||||||||||||||||||
Debt instrument interest rate | 6.50% | |||||||||||||||||||||
Principal payment | 4,564 | 4,214 | ||||||||||||||||||||
Interest payment | 8,865 | 9,214 | ||||||||||||||||||||
Interest payable | 3,070 | 2,991 | ||||||||||||||||||||
Deed of Trust Note One [Member] | Land, Buildings and Improvements [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Interest payable | 2,904 | 2,991 | ||||||||||||||||||||
Secured Promissory Note One [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,539,630 | |||||||||||||||||||||
Purchase price advance | $ 1,078,502 | |||||||||||||||||||||
Amortization of debt discount | 16,939 | 18,048 | ||||||||||||||||||||
Unamortized debt discount | 335,065 | 352,005 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 33,978 | 19,515 | ||||||||||||||||||||
Principal balance | 780,388 | 797,427 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | 1,560,090 | |||||||||||||||||||||
Purchase price advance | $ 1,092,910 | |||||||||||||||||||||
Amortization of debt discount | 17,187 | 18,285 | ||||||||||||||||||||
Unamortized debt discount | 339,976 | 357,164 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 34,424 | 21,260 | ||||||||||||||||||||
Principal balance | 788,712 | 805,949 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | 1,597,860 | |||||||||||||||||||||
Purchase price advance | $ 1,119,334 | |||||||||||||||||||||
Amortization of debt discount | 17,520 | 18,729 | ||||||||||||||||||||
Unamortized debt discount | 346,549 | 364,069 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 35,460 | 21,270 | ||||||||||||||||||||
Principal balance | 810,554 | 827,495 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | $ 1,557,435 | |||||||||||||||||||||
Purchase price advance | $ 1,093,380 | |||||||||||||||||||||
Amortization of debt discount | 16,916 | 18,302 | ||||||||||||||||||||
Unamortized debt discount | 336,452 | 353,367 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 34,341 | 21,170 | ||||||||||||||||||||
Principal balance | 790,475 | 807,900 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | $ 1,245,018 | |||||||||||||||||||||
Purchase price advance | 1,021,500 | |||||||||||||||||||||
Proceeds from advances | 1,000,000 | |||||||||||||||||||||
Debt instrument periodic payment | $ 10,365 | |||||||||||||||||||||
Amortization of debt discount | 16,261 | 15,288 | ||||||||||||||||||||
Unamortized debt discount | 126,693 | 142,954 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 55,146 | 10,365 | ||||||||||||||||||||
Principal balance | 609,359 | 648,244 | ||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | $ 1,185,810 | |||||||||||||||||||||
Purchase price advance | 832,605 | |||||||||||||||||||||
Proceeds from advances | 832,605 | |||||||||||||||||||||
Debt instrument periodic payment | $ 8,030 | |||||||||||||||||||||
Amortization of debt discount | 16,172 | 14,187 | ||||||||||||||||||||
Unamortized debt discount | 261,779 | 277,951 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 13,078 | 8,030 | ||||||||||||||||||||
Principal balance | 623,970 | 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] | ||||||||||||||||||||||
Principal amount | $ 822,040 | |||||||||||||||||||||
Purchase price advance | 628,353 | |||||||||||||||||||||
Proceeds from advances | 628,253 | |||||||||||||||||||||
Debt instrument periodic payment | $ 6,370 | |||||||||||||||||||||
Amortization of debt discount | 772 | 4,043 | ||||||||||||||||||||
Unamortized debt discount | 10,007 | 10,779 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 38,804 | 16,595 | ||||||||||||||||||||
Principal balance | 476,209 | 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 | |||||||||||||||||||||
Proceeds from advances | 832,605 | |||||||||||||||||||||
Debt instrument periodic payment | $ 9,185 | |||||||||||||||||||||
Amortization of debt discount | 21,548 | 6,189 | ||||||||||||||||||||
Unamortized debt discount | 279,412 | 300,960 | ||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payment | 26,884 | 0 | ||||||||||||||||||||
Principal balance | 655,425 | 660,761 | ||||||||||||||||||||
Secured Promissory Note Eight [Member] | June 2027 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument periodic payment | $ 23,955 | |||||||||||||||||||||
Secured Promissory Note Nine [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 317,415 | |||||||||||||||||||||
Purchase price advance | 219,676 | |||||||||||||||||||||
Proceeds from advances | 219,676 | |||||||||||||||||||||
Debt instrument periodic payment | $ 2,245 | |||||||||||||||||||||
Amortization of debt discount | 3,137 | |||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||
Interest payable | 66,501 | 69,638 | ||||||||||||||||||||
Principal balance | 183,334 | 183,663 | ||||||||||||||||||||
Principal payment | 3,466 | |||||||||||||||||||||
Secured Promissory Note Nine [Member] | July Two Thousand Twenty Seven [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument periodic payment | $ 4,315 | |||||||||||||||||||||
Secured Promissory Note Ten [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 17,218,350 | $ 10,000,000 | ||||||||||||||||||||
Proceeds from advances | $ 17,218,350 | |||||||||||||||||||||
Debt instrument interest rate | 7% | |||||||||||||||||||||
Principal balance | 7,218,350 | 17,218,350 | ||||||||||||||||||||
Principal payment | 0 | |||||||||||||||||||||
Interest payment | 291,440 | |||||||||||||||||||||
Secured Promissory Note Ten [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Convertible shares issuable | 1,000 | |||||||||||||||||||||
Revenue Factoring Advance One [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,340,000 | |||||||||||||||||||||
Purchase price advance | 970,000 | |||||||||||||||||||||
Origination fee | $ 30,000 | |||||||||||||||||||||
Proceeds from advances | 970,000 | |||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||
Debt instrument periodic payment | $ 25,800 | |||||||||||||||||||||
Amortization of debt discount | 60,656 | |||||||||||||||||||||
Repayments of debt | 206,400 | |||||||||||||||||||||
Revenue factoring advance balance | 824,256 | $ 400,000 | ||||||||||||||||||||
Unamortized debt discount | 309,344 | |||||||||||||||||||||
Revenue Factoring Advance One [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Revenue factoring advance balance | $ 400,000 | |||||||||||||||||||||
Revenue Factoring Advance Two [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 822,000 | |||||||||||||||||||||
Purchase price advance | 572,950 | |||||||||||||||||||||
Origination fee | $ 27,050 | |||||||||||||||||||||
Proceeds from advances | 572,950 | |||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||
Debt instrument periodic payment | $ 30,444 | |||||||||||||||||||||
Amortization of debt discount | 64,075 | |||||||||||||||||||||
Repayments of debt | 243,556 | |||||||||||||||||||||
Revenue factoring advance balance | 393,469 | |||||||||||||||||||||
Unamortized debt discount | 184,975 | |||||||||||||||||||||
Revenue Factoring Advance Three [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 559,600 | |||||||||||||||||||||
Purchase price advance | 376,000 | |||||||||||||||||||||
Origination fee | $ 24,000 | |||||||||||||||||||||
Proceeds from advances | 376,000 | |||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||
Debt instrument periodic payment | $ 25,436 | |||||||||||||||||||||
Amortization of debt discount | 41,545 | |||||||||||||||||||||
Repayments of debt | 97,745 | |||||||||||||||||||||
Revenue factoring advance balance | 319,800 | |||||||||||||||||||||
Unamortized debt discount | 142,055 | |||||||||||||||||||||
Revenue Factoring Advance Four [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,499,000 | |||||||||||||||||||||
Purchase price advance | 700,000 | |||||||||||||||||||||
Origination fee | $ 300,000 | |||||||||||||||||||||
Proceeds from advances | 700,000 | |||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||
Debt instrument periodic payment | $ 125,000 | |||||||||||||||||||||
Amortization of debt discount | 208,435 | |||||||||||||||||||||
Repayments of debt | 375,000 | |||||||||||||||||||||
Revenue factoring advance balance | 533,435 | |||||||||||||||||||||
Unamortized debt discount | 590,565 | |||||||||||||||||||||
Revenue Factoring Advance Five [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Principal amount | 374,750 | |||||||||||||||||||||
Purchase price advance | 225,000 | |||||||||||||||||||||
Origination fee | $ 25,000 | |||||||||||||||||||||
Proceeds from advances | 225,000 | |||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||
Debt instrument periodic payment | $ 23,422 | |||||||||||||||||||||
Amortization of debt discount | 29,459 | |||||||||||||||||||||
Repayments of debt | 93,688 | |||||||||||||||||||||
Revenue factoring advance balance | 160,771 | |||||||||||||||||||||
Unamortized debt discount | 120,291 | |||||||||||||||||||||
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] | ||||||||||||||||||||||
Principal amount | $ 74,186 | |||||||||||||||||||||
Debt instrument periodic payment | 1,236 | |||||||||||||||||||||
Amortization of debt discount | 447 | 442 | ||||||||||||||||||||
Unamortized debt discount | 5,651 | 6,298 | ||||||||||||||||||||
Purchase price of vehicles | 65,000 | |||||||||||||||||||||
Debt down payment | 10,000 | |||||||||||||||||||||
Rebate purchase price | $ 2,400 | |||||||||||||||||||||
Payment for Non convertible note payable | 5,679 | $ 3,267 | ||||||||||||||||||||
Debt instrument unamortized discount current | $ 29,280 | $ 34,312 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 1,908,575 | $ 1,884,973 |
Credit Cards | 26,639 | 1,756 |
Accrued Interest | 2,165,705 | 2,074,016 |
Accrued Expenses | 1,021,381 | 2,139,704 |
Total Accounts Payable and Accrued Expenses | $ 5,122,300 | $ 6,100,449 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 5,122,300 | $ 6,100,449 |
ACCRUED PAYROLL AND RELATED E_2
ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Payroll And Related Expenses | ||
Payroll tax liabilities, penalties | $ 4,009,213 | $ 4,089,836 |
SCHEDULE OF MATURITY DATES OF C
SCHEDULE OF MATURITY DATES OF CONVERTIBLE NOTES (Details) | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
Total Principal Outstanding | $ 14,436,177 |
Convertible Note 1 [Member] | |
Debt Instrument [Line Items] | |
Total Principal Outstanding | 5,000,000 |
Convertible Note Two [Member] | |
Debt Instrument [Line Items] | |
Total Principal Outstanding | $ 9,436,177 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 3 Months Ended | |||||
Mar. 18, 2024 USD ($) $ / shares | Jul. 31, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Jul. 03, 2023 USD ($) | |
Short-Term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 14,436,177 | |||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Conversion of conversion securities | $ 2,042,542 | $ 1 | ||||
Convertible notes payable non-current | 3,002,992 | $ 4,032,747 | ||||
Exercise price of warrants | $ / shares | $ 0.204 | |||||
Convertible notes payable | 9,759,725 | 12,098,241 | ||||
Convertible notes payable current | 6,756,732 | 8,065,494 | ||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable non-current | 3,002,992 | 4,032,747 | ||||
Unamortized debt discount, non current | $ 1,438,908 | $ 1,967,253 | ||||
Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Exercise price of warrants | $ / shares | 0.25 | |||||
Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Exercise price of warrants | $ / shares | $ 0.25 | $ 0.204 | $ 0.89 | |||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 1,444,324 | |||||
Senior Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal payment | 1,497,083 | |||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable current | 6,756,732 | $ 8,065,494 | ||||
Unamortized debt discount, current | $ 3,237,544 | 3,394,506 | ||||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0 | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0 | |||||
Measurement Input, Price Volatility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 93 | 93 | ||||
Measurement Input, Price Volatility [Member] | Warrant [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 108.49 | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 5.06 | 5.06 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 4.36 | |||||
Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 1 year 4 months 13 days | 5 years 3 days | ||||
Measurement Input, Expected Term [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 5 years | |||||
Purchase Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 18,000,000 | |||||
Proceeds from issuance of debt | 15,000,000 | |||||
Proceeds from issuance of debt | 13,188,750 | |||||
Proceeds from debt | 1,031,250 | |||||
Convertible Notes Payable | $ 500,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 16.67% | |||||
Interest rate | 18% | |||||
Maturtiy date | Jul. 31, 2025 | |||||
Periodic payment | $ 1,000,000 | |||||
Common stock par value | $ / shares | $ 0.001 | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.50 | |||||
[custom:DebtConversionConvertedInstrumentRatePremium] | 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% | |||||
Debt Instrument, Redemption Price, Percentage | 125% | |||||
Bridge Finance [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,031,250 | |||||
Purchase price | $ 825,000 | |||||
Senior Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt discount for offering costs | $ 1,225,307 | |||||
Conversion of conversion securities | $ 2,066,740 | |||||
Conversion of conversion securities, shares | shares | 10,864,690 | |||||
Fair value | $ 2,031,677 | |||||
Convertible notes payable non-current | 24,198 | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 23,953,940 | |||||
Debt discount for offering costs | $ 4,676,452 | $ 5,901,759 | ||||
Senior Notes [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.02 | |||||
Senior Notes [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.196 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total ROU assets | $ 1,298,763 | $ 302,380 |
Current portion of lease liabilities | 371,642 | |
Long term lease liabilities, net of current portion | 929,394 | 94,943 |
Total lease liabilities | 1,301,036 | 295,914 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
ROU assets | 78,842 | 103,822 |
Current portion of lease liabilities | 83,430 | 111,240 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
ROU assets | 1,219,921 | 198,558 |
Current portion of lease liabilities | $ 288,212 | $ 89,731 |
SCHEDULE OF NON CANCELABLE OPER
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining) | $ 298,019 | |
2025 | 331,545 | |
2026 | 336,476 | |
2027 | 312,448 | |
2028 | 307,500 | |
2029 | 77,250 | |
Total Minimum Lease Payments | 1,663,238 | |
Less: Imputed Interest | (362,202) | |
Present Value of Lease Payments | 1,301,036 | $ 295,914 |
Less: Current Portion | (371,642) | |
Long Term Portion | $ 929,394 | $ 94,943 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 15, 2024 USD ($) | Jul. 31, 2023 | Jan. 01, 2023 USD ($) | Oct. 13, 2022 USD ($) | Jul. 01, 2022 USD ($) | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) ft² | Dec. 23, 2021 USD ($) | Oct. 11, 2021 | Oct. 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Aug. 31, 2023 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, liability | $ 1,301,036 | $ 295,914 | |||||||||||||
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; $24,000 from March 1, 2026 to February 28, 2027; $25, | ||||||||||||||
Security deposit | $ 17,000 | 31,892 | 31,893 | ||||||||||||
Area of land | ft² | 3,521 | ||||||||||||||
Payment for rent | $ 279,419 | $ 747,778 | |||||||||||||
Lease, option to purchase property | $ 3,277,000 | ||||||||||||||
Weighted average remaining lease term | 4 years | ||||||||||||||
Weighted average discount rate | 10% | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 192,720 | ||||||||||||||
Empire Services Inc [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Renewal term | 5 years | 5 years | |||||||||||||
Additional lessee operating lease 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] | |||||||||||||||
Lease, description | Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards | ||||||||||||||
Payment for rent | $ 54,970 | ||||||||||||||
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] | Office Lease [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Security deposit | $ 3,668 | ||||||||||||||
Payment for rent | $ 3,668 | ||||||||||||||
Lease percentage | 3% | ||||||||||||||
Lease term | 12 months | ||||||||||||||
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 | $ 2,930 | $ 18,000 | $ 2,700 | ||||||||||||
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] | 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 | ||||||||||||||
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 | ||||||||||||||
Lease expiration date | Feb. 15, 2026 | ||||||||||||||
Payment for rent | $ 650 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | ||||||
Mar. 29, 2024 USD ($) shares | Mar. 18, 2024 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Feb. 29, 2024 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 $ / 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 | |||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Proceeds from Warrant Exercises | $ 2,574,679 | $ 2,574,679 | |||||
Legal Fees | 139,955 | 612,271 | $ 273,073 | ||||
Stockholders' Equity Note, Subscriptions Receivable | $ 67,923 | $ 67,923 | |||||
Commom stock, shares issued | shares | 43,864,860 | 16,964,336 | |||||
Commom stock, shares outstanding | shares | 43,864,860 | 16,964,336 | |||||
Common stock, shares to be issued | shares | 241,373 | 0 | |||||
Additional paid in capital | $ 434,962,276 | $ 391,395,045 | |||||
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 | 93 | 93 | |||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants risk-free interest rate | 5.06 | 5.06 | |||||
Measurement Input, Expected Term [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants expected term | 1 year 4 months 13 days | 5 years 3 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 | 122.93 | ||||||
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants risk-free interest rate | 4.21 | ||||||
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants expected term | 5 years | ||||||
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 | 123.05 | ||||||
Commission Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants risk-free interest rate | 4.22 | ||||||
Commission Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants expected term | 5 years | ||||||
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 | 93 | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants risk-free interest rate | 5.06 | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Expected Term [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants expected term | 1 year 4 months 13 days | ||||||
Exchange Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Debt conversion, original amount | $ 10,000,000 | ||||||
Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock par value | $ / shares | $ 0.001 | ||||||
Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | shares | 1,000 | 0 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Series D Preferred Stock [Member] | Exchange Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Convertible shares issuable | shares | 1,000 | ||||||
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 | ||||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||
Common stock, shares authorized | shares | 1,000 | ||||||
Convertible shares of common stock | $ 10,000 | ||||||
Convertible shares issuable | shares | 0.204 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodSharesExerciseOfWarrantsForCash] | shares | 16,035,834 | ||||||
Legal Fees | $ 139,955 | ||||||
[custom:StockIssuedDuringPeriodValueExtraIssuedShares] | 52,183 | ||||||
[custom:AdditionalPaidInCapitalForExercises-0] | $ 2,818,464 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 10,864,690 | ||||||
Principal amount | $ 2,066,740 | ||||||
Fair value | 2,031,677 | ||||||
Fair market value | 24,198 | ||||||
Additional paid in capital for conversions | $ 2,031,677 | ||||||
Common Stock To Be Issued[Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodSharesExerciseOfWarrantsForCash] | shares | 241,373 | ||||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Additional paid in capital | $ 1,444,324 | ||||||
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 | 108.49 | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants risk-free interest rate | 4.36 | ||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants expected term | 5 years | ||||||
Warrant [Member] | Senior Secured Debt [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Additional paid in capital | $ 288,900 | ||||||
Warrant [Member] | Senior Secured Debt 1 [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Additional paid in capital | 23,943,940 | ||||||
Warrant [Member] | Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Additional paid in capital | $ 3,029,927 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Shares, Outstanding, Beginning | 18,649,802 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.89 | |
Weighted-Average Remaining Contractual Term, Outstanding, Ending | 4 years 9 months 29 days | 3 years 11 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 1,388,582 | |
Shares, Granted | 30,350,895 | |
Weighted-Average Exercise Price, Granted | $ 0.204 | |
Shares, Exercised | (16,277,207) | |
Weighted-Average Exercise Price, Exercised | $ 0.204 | |
Shares, Expired/Canceled | ||
Weighted-Average Exercise Price, Expired/Canceled | ||
Shares, Outstanding, Ending | 32,723,490 | 18,649,802 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 0.204 | $ 0.89 |
Aggregate Intrinsic Value, Outstanding, Ending | $ 11,449 | $ 1,388,582 |
Shares, Exercisable | 32,723,490 | |
Weighted-Average Exercise Price, Exercisable | $ 0.204 | |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 9 months 29 days | |
Aggregate Intrinsic Value, Exercisable | $ 11,449 |
SCHEDULE OF WARRANT EXERCISABLE
SCHEDULE OF WARRANT EXERCISABLE (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 18, 2024 | Dec. 31, 2023 | |
Exercise Price | $ 0.204 | ||
Warrant [Member] | |||
Exercise Price | $ 0.204 | $ 0.25 | $ 0.89 |
Warrants Outstanding | 32,723,490 | 18,649,802 | |
Weighted Avg. Remaining Life | 4 years 9 months 29 days | ||
Warrants, Exercisable | 32,723,490 | ||
Warrant [Member] | Exercise Price 1 [Member] | |||
Exercise Price | $ 0.01 | ||
Warrants Outstanding | 103,144 | ||
Weighted Avg. Remaining Life | 4 years 4 months 2 days | ||
Warrants, Exercisable | 103.44 | ||
Warrant [Member] | Exercise Price 2 [Member] | |||
Exercise Price | $ 0.204 | ||
Warrants Outstanding | 32,620,346 | ||
Weighted Avg. Remaining Life | 4 years 9 months 29 days | ||
Warrants, Exercisable | 32,620,346 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 29, 2024 | Mar. 18, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Warrants | |||||
Class of warrant or right issued during the period | 16,035,834 | ||||
Additional shares issued | 241,373 | ||||
Proceeds from warrant exercises | $ 2,574,679 | $ 2,574,679 | |||
Payment of legal fees | 139,955 | 612,271 | $ 273,073 | ||
Subscription receivable | $ 67,923 | 67,923 | |||
Warrant outstanding | 2,700,000 | 27,544,788 | |||
Warrant exercise price | $ 0.204 | ||||
Dividend | $ 1,444,324 | ||||
New warrants issued | $ 3,029,927 | ||||
Fair value of warrants | $ 288,900 | ||||
Aggregate intrinsic value of outstanding stock warrants | $ 11,449 | ||||
Stock price per share | $ 0.121 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 148.11 | |
Weighted- Average Remaining Contractual Term, Ending | 3 years 2 months 26 days | 3 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Shares, Granted | ||
Shares, Exercised | ||
Shares, Expired/Canceled | ||
Shares, Outstanding, Ending | 92,166 | 92,166 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 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 2 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] | 3 Months Ended |
Mar. 31, 2024 $ / 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 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 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 4 months 13 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 5 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 4 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 | $ 321 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 | |
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 | $ 0.121 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jan. 01, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 29, 2024 | Dec. 31, 2023 | Jul. 31, 2023 | |
Payment for rent | $ 279,419 | $ 747,778 | ||||
Chief Executive Officer [Member] | ||||||
Payment for rent | 192,720 | |||||
Accrued rent | 1,166,940 | $ 2,070,402 | ||||
Payment to hauling service | 106,621 | |||||
Chief Executive Officer [Member] | Shipping and Handling [Member] | ||||||
Proceeds from hauling service | 64,082 | |||||
Payment to hauling service | 342,319 | |||||
Chief Executive Officer [Member] | DWM Note [Member] | ||||||
Principal amount | $ 10,000,000 | $ 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 | 291,440 | |||||
Principal balance | $ 7,218,350 | $ 17,218,350 | ||||
Chief Executive Officer [Member] | DWM Note [Member] | Series D Preferred Stock [Member] | ||||||
Convertible shares issuable | 1,000 | |||||
Kelford and Carrolton Yards [Member] | ||||||
Related Party Transaction, Description of Transaction | 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 per month in rent, increasing 3% on January 1st of each year. The lease expires on January 1, 2025 and the Company has two options to extend the lease by a term of five years per option. | |||||
Payment for rent | $ 54,970 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | |||||||||
May 16, 2024 | May 16, 2024 | May 10, 2024 | Apr. 22, 2024 | May 17, 2024 | May 07, 2024 | May 03, 2024 | Apr. 20, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Share price | $ 0.121 | |||||||||
Convertible debt | $ 9,759,725 | $ 12,098,241 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 288,658,249 | 227,787 | ||||||||
Number of additional shares issued | 16,666,667 | |||||||||
Convertible debt | $ 12,212,997 | $ 12,212,997 | ||||||||
Subsequent Event [Member] | Senior Notes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price | $ 0.05 | |||||||||
Share price | $ 0.10 | $ 0.25 | ||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | DWM Properties LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 61,853,899 | |||||||||
Exchange the remaining of secured promissory note | $ 7,218,350 | |||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | DWM Properties LLC [Member] | Series D Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 200,000,000 | |||||||||
Number of exchange of shares | 1,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 420,596,154 | 45,058,612 | ||||||||
Warrants to purchase shares | 420,596,154 | 420,596,154 | 45,058,612 | |||||||
Gross proceeds from warrants | $ 21,871,000 | $ 5,258,340 |