Edible Garden (EDBL) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Cover [Abstract]
Entity Registrant Name	EDIBLE GARDEN AG INCORPORATED
Entity Central Index Key	0001809750
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		8,654,941
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41371
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	85-0558704
Entity Interactive Data Current	Yes
Entity Address Address Line 1	283 County Road 519
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07823
City Area Code	908
Local Phone Number	750-3953
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	EDBL
Security Exchange Name	NASDAQ
Entity Address City Or Town	Belvidere

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 5,704	$ 31
Accounts receivable, net	790	767
Inventory	394	360
Prepaid expenses and other current assets	111	33
Total current assets	6,999	1,191
Property, equipment and leasehold improvements, net	2,220	2,573
Other assets	199	226
TOTAL ASSETS	9,418	3,990
Current liabilities:
Accounts payable and other accrued expenses	1,940	2,880
Short-term debt, net of discounts	2,541	4,209
Total current liabilities	4,481	7,089
Long-term liabilities:
Long-term debt, net of discounts	3,307	3,882
Long-term lease liabilities	82	126
Total long-term liabilities	3,389	4,008
Total liabilities	7,870	11,097
Common stock ($0.0001 par value, 200,000,000 shares authorized, 8,654,941 and 5,000,000 shares outstanding as of June 30, 2022 and December 31, 2021, respectively (1)	1	1
Additional paid-in capital	16,548	511
Accumulated deficit	(15,001)	(7,619)
Total stockholders equity (deficit)	1,548	(7,107)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$ 9,418	$ 3,990

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	8,654,941	5,000,000

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 2,985	$ 2,777	$ 5,722	$ 5,260
Cost of goods sold	2,779	2,457	5,611	4,823
Gross profit	206	320	111	437
Selling, general and administrative expenses	2,733	1,410	4,340	2,684
Loss from operations	(2,527)	(1,090)	(4,229)	(2,247)
Interest expense, net	(1,234)	(62)	(1,737)	(100)
Loss from extinguishment of debt	(826)	0	(826)	0
Other income / (loss)	(189)	0	(590)	0
Total other expenses	(2,249)	(62)	(3,153)	(100)
NET LOSS	$ (4,776)	$ (1,152)	$ (7,382)	$ (2,347)
Net Income / (Loss) per common share - basic and diluted (1)	$ (0.68)	$ (0.29)	$ (1.22)	$ (0.59)
Weighted-Average Number of Common Shares Outstanding Basic and Diluted (1)	7,008,514	4,000,000	6,043,839	4,000,000

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (7,382)	$ (2,347)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	386	384
Amortization of operating lease right of use asset	37	31
Amortization of debt discount	888	0
Loss on extinguishment of debt	826	0
Stock issued as payment for services	400	0
Expense for modification of warrants	189	0
Change in operating assets and liabilities:
Accounts receivable	(23)	56
Inventory	(34)	162
Prepaid expenses and other current assets	(78)	147
Other assets	(11)	0
Accounts payable and accrued expenses	(762)	699
Operating lease liabilities	(37)	(31)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	(5,601)	(899)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements	(33)	(28)
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES	(33)	(28)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt	1,565	936
Payments of debt principal	(3,289)	0
Payment of debt issuance costs	(180)	0
Proceeds from common stock issuance	14,650	0
Proceeds from issuance of warrants	4	0
Payment of costs related to initial public offering	(1,443)	0
NET CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES	11,307	936
NET CHANGE IN CASH	5,673	9
Cash at beginning of period	31	5
CASH AT END OF PERIOD	5,704	14
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	90	0
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt and interest converted into common stock	1,878	0
Stock issued for debt extinguishment	258	0
Warrants issued with debt	$ 101	$ 0

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2020		4,000,000
Balance, amount at Dec. 31, 2020	$ (2,075)	$ 0	$ 6	$ 2,081
Net Income (Loss)	(2,347)	$ 0	0	(2,347)
Balance, shares at Jun. 30, 2021		4,000,000
Balance, amount at Jun. 30, 2021	(4,422)	$ 0	6	(4,428)
Balance, shares at Mar. 31, 2021		4,000,000
Balance, amount at Mar. 31, 2021	(3,270)	$ 0	6	(3,276)
Net Income (Loss)	(1,152)	$ 0	0	(1,152)
Balance, shares at Jun. 30, 2021		4,000,000
Balance, amount at Jun. 30, 2021	(4,422)	$ 0	6	(4,428)
Balance, shares at Dec. 31, 2021		5,000,000
Balance, amount at Dec. 31, 2021	(7,107)	$ 1	511	(7,619)
Net Income (Loss)	(7,382)	0	0	(7,382)
Issuance of warrants	101	$ 0	101	0
Issuance of common stock, shares		3,210,000
Issuance of common stock, amount	13,869	$ 0	13,869	0
Conversion of debt to common stock, shares		444,941
Conversion of debt to common stock, amount	1,878	$ 0	1,878	0
Modification of warrants	189	$ 0	189	0
Balance, shares at Jun. 30, 2022		8,654,941
Balance, amount at Jun. 30, 2022	1,548	$ 1	16,548	(15,001)
Balance, shares at Mar. 31, 2022		5,080,000
Balance, amount at Mar. 31, 2022	(9,212)	$ 1	1,012	(10,225)
Net Income (Loss)	(4,776)	$ 0	0	(4,776)
Issuance of common stock, shares		3,130,000
Issuance of common stock, amount	13,469	$ 0	13,469	0
Conversion of debt to common stock, shares		444,941
Conversion of debt to common stock, amount	1,878	$ 0	1,878	0
Modification of warrants	189	$ 0	189	0
Balance, shares at Jun. 30, 2022		8,654,941
Balance, amount at Jun. 30, 2022	$ 1,548	$ 1	$ 16,548	$ (15,001)

ORGANIZATION, NATURE OF BUSINES

ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2022
ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION
ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION	NOTE 1 – ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION Organization and Recent Developments Edible Garden Corp., a Nevada corporation, was incorporated on April 9, 2013. On March 28, 2020, Edible Garden AG Inc., a Wyoming corporation, was incorporated for the purpose of acquiring substantially all of the operating assets of Edible Garden Corp., which was a separately identified reportable segment of its parent company Unrivaled Brands, Inc. (formerly known as Terra Tech Corporation). The acquisition was completed on March 30, 2020. Prior to March 30, 2020 Edible Garden AG, Inc. had no operations. Hereafter, Edible Garden AG, Inc. and its subsidiaries will collectively be referred to as “Edible Garden,” “we,” “us,” “our,” or the “Successor.” Edible Garden Corp., a wholly owned subsidiary of Unrivaled Brands, Inc. will be referred to as the “Predecessor.” Throughout these financial statements, the Successor and the Predecessor are also referred to as “the Company” and used interchangeably, unless otherwise noted. We authorized 100,000 shares of common stock at formation. On October 14, 2020, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 20,000,000. On June 30, 2021, we simultaneously (1) converted Edible Garden from a Wyoming into a Delaware corporation, (2) declared a 1-for-2 reverse stock split of our common stock, and (3) increased the total number of authorized common shares to 50,000,000. On September 8, 2021, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 200,000,000. On January 18, 2022, the Company’s board of directors and stockholders approved a 1-for-5 reverse stock split of its outstanding common stock, which became effective on May 3, 2022. This reverse stock split did not change the number of authorized common shares. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the stock splits described above. Initial Public Offering On May 5, 2022, the Company’s stock began trading on Nasdaq under the symbol “EDBL”. On May 5, 2022, the Company entered into an underwriting agreement with Maxim Group LLC as representative of the underwriters in a firm commitment initial public offering of an aggregate of 2,930,000 units (“Units”), each unit consisting of one share of common stock, par value $0.0001 per share and one warrant to purchase one share of common stock at an exercise price of $5.00 per share. The total net proceeds to the Company were $13,624,500, after deducting underwriting discounts and commissions and expenses associated with the offering of $1,025,500. From the net proceeds received from the offering, the Company paid Evergreen Capital Management LLC (the “Holder” or “Evergreen”) an aggregate of $2,531,006 in accordance with the terms of the convertible notes held by Evergreen. The Company converted Simple Agreements for Future Equity (“SAFEs”) into 153,996 shares of common stock and paid $5,790 to SAFE investors who elected to receive cash upon the close of the offering instead of converting the SAFE into common stock. The Company also paid the Chief Financial Officer $785,597 upon the maturity of promissory notes he held. Upon the closing of the offering, the Chief Financial Officer converted $1,317,800 of convertible notes into 284,930 shares of common stock, and the Chief Executive Officer converted $27,821 of a convertible note into 6,015 shares of common stock. Nature of Business Edible Garden is a retail seller of locally grown hydroponic produce, which is distributed throughout the Northeast and Midwest. Currently, Edible Garden’s products are sold at approximately 4,500 supermarket stores. Our target customers are those individuals seeking fresh produce locally grown using environmentally sustainable methods. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, included in the final prospectus dated May 5, 2022 and filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 6, 2022. The December 31, 2021 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 2022 and the results of operations for the three- and six-month periods ended June 30, 2022 and 2021, cash flows for the six-month periods ended June 30, 2022 and 2021 and changes in shareholders’ equity for the three and six month periods ended June 30, 2022 and 2021. Going Concern The accompanying financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, we have undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to raise capital and our limited capital resources raise substantial doubt as to our ability to continue as a going concern. See Note 11, “ Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Examples of significant estimates and assumptions include provisions for doubtful accounts, accrued liabilities, discount rates used in the measurement and recognition of lease liabilities and valuation of our common stock. These estimates generally involve complex issues and require us to make judgments, involving an analysis of historical and future trends, that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates. Trade and other Receivables The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. The reserve for doubtful accounts was $133,986 as of June 30, 2022 and December 31, 2021. Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its net realizable value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Our reserve estimates have historically been consistent with our actual experience as evidenced by actual sale or disposal of the goods. The inventory reserve was $9,871 as of June 30, 2022 and December 31, 2021. Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments. Property, Equipment and Leasehold Improvements, Net Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Our fixed assets, which are comprised of leasehold improvements, equipment and vehicles, have useful lives of five years. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” Note 4, “Property, Equipment and Leasehold Improvements, Net” Revenue Recognition and Performance Obligations Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. Payments from our customers are due upon delivery or within a short period after delivery. Disaggregation of Revenue The following table includes revenue disaggregated by revenue stream for the six months ended June 30, 2022 and 2021: (in thousands) Six Months Ended, June 30, 2022 June 30, 2021 Herbs & Produce $ 5,054 $ 4,967 Vitamins and Supplements 668 293 Total $ 5,722 $ 5,260 Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC Topic 606. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606, 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 variable consideration. Cost of Goods Sold Cost of goods sold includes materials, labor and overhead costs incurred in cultivating, producing, and shipping our products. Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.” Loss Per Common Share In accordance with the provisions of ASC 260, “Earnings Per Share,” Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. Segment reporting The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision makers are the Chief Executive Officer and its Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas.

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2022
INVENTORY
INVENTORY	NOTE 3 – INVENTORY Inventory as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, December 31, 2022 2021 Raw materials $ 103 $ 68 Work-in-progress 291 292 Total inventory $ 394 $ 360

PROPERTY, EQUIPMENT AND LEASEHO

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	6 Months Ended
	Jun. 30, 2022
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	NOTE 4 – PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET Property, equipment and leasehold improvements (net) as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, December 31, 2022 2021 $ - $ - Furniture and equipment 686 667 Computer hardware 4 4 Leasehold improvements 3,045 3,031 Vehicles 131 131 Construction in progress 4 4 Subtotal 3,870 3,837 Less accumulated depreciation (1,650 ) (1,264 ) Property, equipment and leasehold improvements, net $ 2,220 $ 2,573 Depreciation expense related to property, equipment and leasehold improvements for the six months ended June 30, 2022 and 2021 was $385,515 and $359,066, respectively.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Accounts payable $ 1,465 $ 2,270 Accrued expenses - 164 Accrued interest payable 77 117 Accrued payroll 211 213 Accrued vacation 103 39 Current lease liability 84 77 Total Accounts Payable and Accrued Expenses $ 1,940 $ 2,880

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2022
NOTES PAYABLE
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE Notes payable as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, December 31, 2022 2021 Secured promissory note $ 3,783 $ 3,783 Evergreen private placement 1,842 2,301 SBA loan 150 150 SAFE agreements - 538 Related party loans - 1,888 Vehicle loans 107 116 Total Gross Debt $ 5,882 $ 8,776 Less: Gross short term debt (2,541 ) (4,209 ) Less: Debt discount (34 ) (685 ) Net Long Term Debt $ 3,307 $ 3,882 Scheduled maturities of long-term debt as of June 30, 2022, are as follows (in thousands): Years Ending December 31, 2022 1,853 2023 701 2024 29 2025 3,135 2026 14 Thereafter 150 $ 5,882 Secured Promissory Notes On March 30, 2020, the Company entered into a promissory note (the “First Sament Note”) for $3,000,000 with Sament Capital Investments, Inc., a wholly owned subsidiary of the Predecessor, (“Sament”) in connection with the acquisition of the Predecessor’s assets. The Sament Note accrues interest at a rate of 3.5% per annum on a 360-day year basis and matures March 30, 2025. The Sament Note is secured by the Company’s operating assets purchased from the Predecessor. During the year ended December 31, 2021, accrued interest of $106,458 was added to the principal of the First Sament Note. As of June 30, 2022, the total outstanding balance of $3,106,458 is included in “Long-term debt, net of discounts” On June 2, 2020, the Company entered into a promissory note for $653,870 with Sament (together with the First Sament Note, the “Sament Notes”), which accrues interest at a rate of 3.50% per annum and matures on June 3, 2023. The promissory note is secured by the Company’s operating assets purchased from the Predecessor. During the year ended December 31, 2021, accrued interest of $23,203 was added to the principal of the promissory note. The total outstanding balance of $677,073 is included in “Short-term debt, net of discounts” Evergreen Private Placement On October 7, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Evergreen, whereby Evergreen agreed to purchase up to $2,000,000 of secured convertible notes (the “Notes”) and warrants to purchase an aggregate of 205,750 shares of the Company’s common stock, in four tranches. The Notes, which mature nine months after issuance, are convertible, in whole or in part, into shares of the Company’s common stock, at the election of the Holder. The Notes have an original issue discount of 15.00% and incur interest at a rate of 5.00% per annum. The Notes may be prepaid in whole or in part at any time upon providing the Holder at least three business days prior written notice, upon which the Holder will have the option to convert the Notes to shares of the Company’s common stock. The Notes are secured by the Company’s operating and financial assets. Because the public offering price of the Company’s common stock in its initial public offering was lower than the conversion price under the Evergreen Notes and lower than the exercise price of the Evergreen Warrants, the conversion and exercise prices were reduced to the public offering price of $5.00 per share in May of 2022. The Evergreen Notes are secured and subordinated to the Sament Notes. In connection with the Agreement, the Company entered into an Intercreditor Agreement and Amendment with Sament, whereby Sament agreed to subordinate its security interest in the assets of the Company in favor of the Holder. On October 7, 2021, upon exercise of the first tranche of the Agreement, the Company entered into a $1,150,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche One Note”), which resulted in total cash proceeds of $1,000,000 after consideration of the original issue discount of 15.00%. The Tranche One Note was initially convertible to shares of the Company’s common stock at a conversion price of $7.65. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provided the Holder with the right, but not the obligation, to acquire 150,327 shares of the Company’s common stock at an initial price of $7.65 per share. The warrants will expire October 7, 2026. The warrants, which had a fair value of $413,164, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche One Note was nil. On November 8, 2021, upon exercise of the second tranche of the Agreement, the Company entered into a $402,500 Senior Secured Convertible Promissory Note with the Holder (“Tranche Two Note”), which resulted in total cash proceeds of $350,000 after consideration of the original issue discount of 15.00%. The Tranche Two Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provided the Holder with the right, but not the obligation, to acquire 19,398 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire November 8, 2026. The warrants, which had a fair value of $32,748, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Two Note was nil. On November 22, 2021, upon exercise of the third tranche of the Agreement, the Company entered into a $402,500 Senior Secured Convertible Promissory Note with the Holder (“Tranche Two Note”), which resulted in total cash proceeds of $350,000 after consideration of the original issue discount of 15.00%. The Tranche Three Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 19,398 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire November 22, 2026. The warrants, which had a fair value of $32,660, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Three Note was nil. On December 20, 2021, upon exercise of the fourth tranche of the Agreement, the Company entered into a $345,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Four Note”), which resulted in total cash proceeds of $300,000 after consideration of the original issue discount of 15%. The Tranche Four Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 16,627 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire December 20, 2026. The warrants, which had a fair value of $27,901, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Four Note was nil. On January 14, 2022, upon exercise of the fifth tranche of the Agreement, the Company entered into a $460,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Five Note”), which resulted in total cash proceeds of $400,000 after consideration of the original issue discount of 15%. The Tranche Five Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 22,169 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire January 14, 2027. The warrants, which had a fair value of $33,375, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Five Note was nil. On February 11, 2022, the Company executed an amendment to the Agreement with Evergreen, which increased the aggregate subscription amount of the Notes to $2,500,000 and the number of warrants to purchase common stock to 1,167,297. On February 11, 2022, upon exercise of the sixth tranche of the Agreement, the Company entered into a $115,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Six Note”), which resulted in total cash proceeds of $100,000 after consideration of the original issue discount of 15%. The Tranche Six Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 5,543 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on February 11, 2027. The warrants, which had a fair value of $8,411, were recorded as a discount on debt. As of Jume 30, 2022, the unamortized discount related to the Tranche Six Note was nil. On February 18, 2022, the Company executed an amendment to the Agreement with Evergreen, which increased the aggregate subscription amount of the Notes to $2,900,000 and the number of warrants to purchase common stock to 1,278,141. On February 18, 2022, upon exercise of the seventh tranche of the Agreement, the Company entered into a $115,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Seven Note”), which resulted in total cash proceeds of $100,000 after consideration of the original issue discount of 15%. The Tranche Seven Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 5,543 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on February 18, 2027. The warrants, which had a fair value of $8,400, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Seven Note was nil. On March 2, 2022, upon exercise of the eighth tranche of the Agreement, the Company entered into a $115,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Eight Note”), which resulted in total cash proceeds of $100,000 after consideration of the original issue discount of 15%. The Tranche Eight Note was initially convertible into shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 5,543 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on March 2, 2027. The warrants, which had a fair value of $8,135, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Eight Note was nil. On March 9, 2022, the Company executed an amendment to the Agreement with Evergreen, which increased the aggregate subscription amount of the Notes to $3,200,000 and the number of warrants to purchase common stock to 1,361,274. On March 9, 2022, upon exercise of the ninth tranche of the Agreement, the Company entered into a $345,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Nine Note”), which resulted in total cash proceeds of $300,000 after consideration of the original issue discount of 15%. The Tranche Seven Note was initially convertible to shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 16,627 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on March 9, 2027. The warrants, which had a fair value of $25,223, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Nine Note was nil. On March 18, 2022, upon exercise of the tenth tranche of the Agreement, the Company entered into a $115,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche Ten Note”), which resulted in total cash proceeds of $100,000 after consideration of the original issue discount of 15%. The Tranche Ten Note was initially convertible into shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 5,543 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on March 18, 2027. The warrants, which had a fair value of $8,481, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Ten Note was nil. On March 30, 2022, upon exercise of the eleventh tranche of the Agreement, the Company entered into a $115,000 Senior Secured Convertible Promissory Note with the Holder (“Tranche 11 Note”), which resulted in total cash proceeds of $100,000 after consideration of the original issue discount of 15%. The Tranche 11 Note was initially convertible into shares of the Company’s common stock at a conversion price of $20.75. Simultaneously, the Company executed a Common Stock Purchase Warrant agreement with the Holder, which provides the Holder with the right, but not the obligation, to acquire 5,543 shares of the Company’s common stock at an initial price of $20.75 per share. The warrants will expire on March 30, 2027. The warrants, which had a fair value of $8,541, were recorded as a discount on debt. As of June 30, 2022, the unamortized discount related to the Tranche Ten Note was nil. On May 9, 2022, upon completion of the Company’s initial public offering, the Company repaid Evergreen an aggregate of $1,926,250 of principal and $26,881 of accrued interest in accordance with the terms of the Notes. Additionally, the Company paid a prepayment penalty of $577,875, which was recognized as interest expense during the six months ended June 30, 2022. On June 30, 2022, the Company issued an amended and restated consolidated secured promissory note (the “Note”) to Evergreen. The Note consolidated $1,753,750 in principal amount under convertible notes that were due to mature on July 7, August 8, and August 22, 2022 (the “Prior Notes”). The new principal amount of the Note is $1,841,592, which includes accrued interest and prepayment penalties on the Prior Notes, and takes into account a payment of $500,000 on the Prior Notes. The Note was issued pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. Prior to its initial public offering (“IPO”), the Company had received $3.2 million from the issuance of convertible notes and warrants to Evergreen. Except for the Prior Notes, these convertible notes were repaid with a portion of the proceeds of the IPO. As consideration for accepting the Note, the Company also issued 200,000 shares of common stock, par value $0.0001 per share (“Common Stock”) to Evergreen under a letter agreement between the Company and Evergreen and pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Note bears interest at 7.0% per annum and will mature on March 31, 2023. Evergreen may elect to convert, subject to approval of the Company, the outstanding principal and interest under the Note into shares of Common Stock at any time prior to the maturity date at a conversion price of $5.00 per share. If the Company sells Common Stock or securities convertible into Common Stock at a per share price lower than the conversion price of the Note (the “Reset Price”), the conversion price of the notes will be reduced to the lower of (i) the Reset Price or (ii) $1.27 per share. Under the Note, Evergreen has the right to apply the amount due under the Note to a future offering of equity or debt securities and use the amount to purchase the securities sold in that future offering. The Company must repay the Note if it completes an offering of equity or debt securities with gross proceeds of at least $4.0 million. The transaction resulted in a loss on extinguishment of debt charge of $826,203, which was recorded during the three-month period ended June 30, 2022. The outstanding balance on the Note of $1,841,592 is included in “ Short-term debt, net of discounts” Small Business Administration (“SBA”) Loan On June 22, 2020, the Company entered into a U.S. Small Business Administration Loan Authorization and Agreement pursuant to which the Company received loan proceeds of $150,000 (the “SBA Loan”). The SBA Loan was made under, and is subject to the terms and conditions of, the Economic Injury Disaster Loan Program, which was a program expanded for COVID-19 relief under the CARES Act and is administered by the U.S. Small Business Administration. The term of the SBA Loan is thirty (30) years with a maturity date of June 22, 2050 and the annual interest rate of the SBA Loan is a fixed rate of 3.75%. Under the terms of the CARES Act, the use of loan proceeds for the SBA Loan is limited to alleviating economic injury caused by the COVID-19 pandemic. The outstanding balance on the SBA Loan of $150,000 is included in “Long-term debt, net of discounts” SAFE Agreements During the year ended December 31, 2020, the Company entered into SAFEs with investors through a Regulation Crowdfunding campaign in exchange for cash investments. Upon a future equity financing of greater than $1,000,000, the SAFE securities were convertible at the option of the Company into securities identical to those issued in the future equity financing (“Shadow Securities”), except (1) they do not have the right to vote except as required by law, (2) they must vote in accordance with the majority of the investors in such future equity financing with respect to any such required vote and (3) they are not entitled to any inspection or information rights. If the Company elected to convert the securities upon the closing of a future equity financing, the investors would have received the number of Shadow Securities equal to the greater the quotient obtained by dividing the amount the investor paid (the “Purchase Amount”) for the securities by: (a) the quotient of $18,500,000 divided by the aggregate number of issued and outstanding shares of capital stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible preferred stock and all outstanding vested or unvested options or warrants to purchase capital stock, but excluding (i) the issuance of all shares of capital stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs, or (b) the lowest price per share of the securities sold in such future equity financing. The price (either (a) or (b)) determined above shall be deemed the “First Financing Price” and may be used to establish the conversion price of the securities at a later date, even if the Company does not choose to convert the SAFE securities upon the first future equity financing. Upon the Company’s initial public offering of common shares or a change of control (a “Liquidity Event”) prior to any equity financing, the investors were entitled to receive, at the option of the investors, either (i) a cash payment equal to the purchase amount or (ii) a number of shares of common stock of the Company equal to the purchase amount divided by the quotient of (a) $18,500,000 divided by (b) the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding, vested and unvested options, warrants and other convertible securities, but excluding (i) shares of common stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes. In the case of a Liquidity Event following any equity financing, the investors were entitled to receive, at the option of the investors, either (i) a cash payment equal to the Purchase Amount, or (ii) a number of shares of the most recently issued preferred stock equal to the Purchase Amount divided by the First Financing Price. Shares of preferred stock granted in connection shall have the same liquidation rights and preferences as the shares of preferred stock issued in connection with the Company’s most recent Equity Financing. From October 2020 through April 2021, the Company raised a total of $537,923 in the Regulation Crowdfunding campaign, which was made through OpenDeal Portal LLC (the “Intermediary”). The Intermediary was entitled to receive a 6% commission fee and 2% of the securities issued in connection with the offering, which closed in April 2021. On May 9, 2022, upon the closing of the IPO, the Company converted SAFEs into 153,996 shares of common stock and paid $5,790 to SAFE investors who elected to receive cash upon the close of the offering instead of converting the SAFE into common stock. As of June 30, 2022, the Company does not have any outstanding SAFEs. Related Party Loans During 2020, the Company borrowed $25,000 from Michael James, the Company’s Chief Financial Officer and Director, which was repaid during the six months ended June 30, 2022, $2,500 of which was repaid during the three months ended June 30, 2022. The funds borrowed were utilized to fund ongoing operations and did not accrue interest. During 2021, the Company issued Convertible Promissory Notes (the “Convertible Notes”) with principal amounts totaling $1,200,000 to Michael James, the Company’s Chief Financial Officer. The Convertible Notes matured on the earlier of (1) one year after issuance, (2) upon the closing of the Company’s next sale of equity securities in which the Company raises at least $5.00 million in gross proceeds (excluding the value of any instruments converting into equity in such equity financing), (3) the sale, lease, license or other disposition of all or substantially all of the assets of the Company, (4) a transaction or series of related transactions in which any person becomes the beneficial owner of more than 50% of the Company’s outstanding voting securities, or (5) upon the occurrence of an event of default. The principal and interest due and owed under the Notes, which bore interest at a rate of 12.00% per annum, were convertible into shares of Common Stock at any time at the election of Mr. James at a conversion price equal to $4.625 (subject to adjustment for forward reverse stock splits and the like after the issuance date). Upon the closing of the IPO on May 9, 2022, Mr. James converted $1,200,000 of convertible notes and $117,800 of accrued interest into 284,930 shares of common stock. As of June 30, 2022, the outstanding amount on the Convertible Notes was nil. During 2021, the Company issued demand notes totaling $35,200 to James Kras, the Company’s Chief Executive Officer and Director. The funds borrowed were utilized to fund ongoing operations and did not accrue interest. During 2021, the remaining outstanding balance of $25,200 was exchanged for a Convertible Promissory Note on the same terms as issued to Mr. James. Upon the closing of the Company’s initial public offering on May 9, 2022, Mr. Kras converted $25,200 of outstanding principal and $2,621 of accrued interest into 6,015 shares of common stock. As of June 30, the outstanding amount of the Convertible Promissory Note was nil. During 2021, the Company issued Promissory Notes (the “Promissory Notes”) totaling $660,000 to Mr. James, which matured on the earlier of (1) one year after issuance, (2) upon the closing of the Company’s next sale of equity securities in which the Company raises at least $5 million in gross proceeds (excluding the value of any instruments converting into equity in such equity financing), (3) the sale, lease, license or other disposition of all or substantially all of the assets of the Company, (4) a transaction or series of related transactions in which any person becomes the beneficial owner of more than 50% of the Company’s outstanding voting securities, or (5) upon the occurrence of an event of default. The Promissory Notes bore interest at a rate of 12% per annum. At the closing of the IPO, the Company repaid the Promissory Notes. As of June 30, 2022, the outstanding amount of the Promissory Notes was nil. On January 7, 2022, the Company issued a promissory note totaling $70,000 to Mr. James on the same terms as the Promissory Notes issued to Mr. James in 2021. At the closing of the IPO, the Company repaid the Promissory Note. As of June 30, 2022, the outstanding amount of the Promissory Note was nil. On March 7, 2022, the Company issued a promissory note totaling $20,000 to Mr. James, which matured on June 30, 2022 and did not incur interest. At the closing of the IPO, the Company repaid the Promissory Note. Other Loans During the six months ended June 30, 2022, the Company issued promissory notes with principal amounts totaling $95,000 to unaffiliated third parties, of which zero remained outstanding as of June 30, 2022. Vehicle Loans During 2020, the Company entered into a financing agreement for the purchase of a vehicle. The loan, which accrues interest at a rate of 17.51%, matures on April 26, 2024. The loan is secured by the vehicle purchased. During 2021, the Company entered into three financing agreements totaling $102,681 for the purchase of vehicles. The loans, which accrue interest at rates of 16.84% - 18.66%, mature in 2026. The loans are secured by the vehicles purchased.

LEASES

LEASES	6 Months Ended
	Jun. 30, 2022
LEASES
LEASES	NOTE 7 – LEASES A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets (“Lease Assets”) are included within “Other assets” on the Company’s consolidated balance sheet. Lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Lease assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both lease assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants. We are currently party to an ongoing arrangement with the Predecessor whereby we made lease payments of approximately $15,300 per month during 2021 and $15,550 per month during 2022 to the lessor of the land on which our flagship facility is built and for which our predecessor company is the lessee. Our month-to-month arrangement meets the definition of a short-term lease and is therefore excluded from the recognition requirements of ASC 842, “ Leases During the six-month period ended June 30, 2022, total operating lease cost was $118,552, of which $65,032 was associated with short-term leases. During the six months ended June 30, 2021, total operating lease cost was $242,623, of which $189,103 was associated with short-term leases. As of June 30, 2022 and December 31, 2021, short-term lease liabilities of $84,388 and $77,363 are included in “Accounts Payable and Accrued Expenses” (in thousands) June 30, 2022 Operating lease assets $ 167 Operating lease liabilities $ 167 The table below presents the maturities of operating lease liabilities as of June 30, 2022: (in thousands) Operating Leases 2022 (Remaining) $ 54 2023 107 2024 36 Total lease payments 197 Less: discount (30 ) Total operating lease liabilities $ 167 The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease right-of-use assets: June 30, 2022 Remaining lease term (years) 1.8 Discount rate 17.5 %

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company has authorized 200,000,000 shares of common stock with $0.0001 par value. As of June 30, 2022 and December 31, 2021, 8,654,941 and 5,000,000 shares were issued and outstanding, respectively. During the six months ended June 30, 2022, the Company issued 3,654,941 shares of common stock, as summarized below: Number of Shares Issuance of common stock in public offering 2,930,000 Issuance of common stock to Evergreen 280,000 Issuance of common stock for conversion of debt 444,941 Common stock issued during the six months ended June 30, 2022 3,654,941 Summary table of common stock share transactions: Shares outstanding at December 31, 2021 5,000,000 Common stock issuances 3,654,941 Shares outstanding at June 30, 2022 8,654,941 On May 5, 2022, the Company’s stock began trading on Nasdaq under the symbol “EDBL”. On May 9, 2022, the Company completed its IPO. The Company sold a total of 2,930,000 shares of common stock. On January 14, 2022, the Company issued 80,000 shares of common stock to Evergreen, pursuant to a Leak-Out provision as provided in the Securities Purchase Agreement dated as of October 7, 2021, as amended from time to time. During the six-month period following the IPO, Evergreen agreed that it will not offer or sell in a public broker transaction any shares of Common Stock on any trading day in an amount greater than 15% of the average daily trading volume over the five trading days preceding the date of any such sale. However, if Evergreen does not sell the full permitted amount on any trading day, it may carry forward any shortfall in its sales to increase the permitted amount for subsequent trading days, provided that the amount sold on any trading day shall not exceed 50% of the average daily trading volume over the five trading days preceding the date of any such sale. On June 30, 2022, the Company issued the Note to Evergreen. See Note 6, “Notes Payable During the six months ended June 30, 2022, the Company issued 444,941 common shares for the conversion of debt principal and accrued interest of $1,757,333 and $120,429, respectively. Warrants The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the three months ended June 30, 2022: Warrants Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2021 205,750 $ 11.18 Issuance of Warrants 3,553,211 $ 5.04 Outstanding June 30, 2022 3,758,961 $ 5.04 On May 5, 2022, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters (the “Representative”), for an underwritten public offering (the “Offering”) of an aggregate of 2,930,000 units (the “Units”) consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (each a “Warrant” and collectively, the “Warrants”) at an exercise price equal to $5.00 per share of Common Stock. The public offering price was $5.00 per Unit and the underwriters purchased 2,930,000 Units at a 7.0% discount to the public offering price. The Company granted the Representative a 45-day option to purchase up to an additional 439,500 Shares and/or Warrants to purchase up to an additional 439,500 shares of Common Stock to cover over-allotments, if any. The Offering closed on May 9, 2022. On May 5, 2022, the Representative partially exercised its over-allotment option to purchase 439,500 Warrants for additional gross proceeds of approximately $4,390. Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 117,200 shares of Common Stock (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at $6.25 per share, are initially exercisable 180 days after the effective date of the Offering and have a term of five years from their initial exercise date. Pursuant to the customary FINRA rules, the Representative’s Warrants are subject to a lock-up agreement pursuant to which the Representative will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement (May 4, 2022). During the six months ended June 30, 2022, the Company issued warrants to purchase an aggregate of 66,511 shares of common stock to Evergreen in conjunction with the private placement described in Note 6, “Notes Payable Expected term 2.5 Years Volatility 60.4 % Risk-free interest rate 1.6 % Dividend yield 0.0 %

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIE In the ordinary course of business, there are various threatened and pending legal proceedings against the Company. Management believes that the aggregate liability, if any, arising from such litigation, except for the matter described below, would not have a material adverse effect on the Company’s consolidated financial statements. The Company is party to an action filed against us on November 29, 2021 by Green City Growers Cooperative in the Court of Common Pleas in Cuyahoga County, Ohio. The plaintiff seeks damages for an alleged breach of a supplier agreement. The Company denies the allegations and has filed a counterclaim against the plaintiff. The Company plans to vigorously defend itself. If the Company settles this claim or the action is not resolved in its favor, the Company may suffer reputational damage and incur legal costs, settlements or judgments that exceed the amounts covered by our existing insurance policies. The Company can provide no assurances that its insurer will insure the legal costs, settlements or judgments incurred in excess of its deductible. If the Company is unsuccessful in defending itself from this claim or if its insurer does not insure against legal costs incurred in excess of the Company’s deductible, the result may materially adversely affect the Company’s business, results of operations and financial condition.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS The Company has entered into loan agreements with certain officers , “Notes Payable.” The Company is party to an ongoing arrangement with the Predecessor whereby the Company made lease payments of approximately $15,300 per month during 2021 and make lease payments of approximately $15,550 per month during 2022 to the lessor of land for which the Predecessor is the lessee. The lease agreement is associated with land the Company utilizes for its ongoing operations. See Note 7, “Leases”

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2022
GOING CONCERN
GOING CONCERN	NOTE 11 – GOING CONCERN These financial statements are prepared on a going concern basis. The Company began operating in 2020. For the year ended December 31, 2021 and the six-month period ended June 30, 2022, we incurred net losses of $5.5 million and $7.4 million, respectively. We expect to experience further significant net losses in 2022 and the foreseeable future. At June 30, 2022, we had a cash balance of $5.7 million. We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. Since our inception, we have raised capital through our issuance of debt and equity securities. Our future success is dependent upon our ability to achieve profitable operations and generate cash from operating activities. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling securities. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations, or if we are able to raise capital, that it will be available to us on acceptable terms, on an acceptable schedule, or at all. The issuance of additional securities may result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations. The risks and uncertainties surrounding our ability to continue to raise capital and our limited capital resources raise substantial doubt as to our ability to continue as a going concern for twelve months from the issuance of these financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS In preparing the unaudited consolidated financial statements, the Company has evaluated subsequent events through August 15, 2022, which is the date the unaudited consolidated financial statements were available for issuance. There were no subsequent events noted that would require adjustment to or disclosure in these consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimate	The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Examples of significant estimates and assumptions include provisions for doubtful accounts, accrued liabilities, discount rates used in the measurement and recognition of lease liabilities and valuation of our common stock. These estimates generally involve complex issues and require us to make judgments, involving an analysis of historical and future trends, that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates.
Trade and other Receivables	The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. The reserve for doubtful accounts was $133,986 as of June 30, 2022 and December 31, 2021.
Inventory	We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its net realizable value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Our reserve estimates have historically been consistent with our actual experience as evidenced by actual sale or disposal of the goods. The inventory reserve was $9,871 as of June 30, 2022 and December 31, 2021.
Prepaid Expenses and Other Current Assets	Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments.
Property ,Equipment and leasehold Improvements,Net	Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Our fixed assets, which are comprised of leasehold improvements, equipment and vehicles, have useful lives of five years. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” Note 4, “Property, Equipment and Leasehold Improvements, Net”
RevenueRecognition and Performance obligations	Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. Payments from our customers are due upon delivery or within a short period after delivery. Disaggregation of Revenue The following table includes revenue disaggregated by revenue stream for the six months ended June 30, 2022 and 2021: (in thousands) Six Months Ended, June 30, 2022 June 30, 2021 Herbs & Produce $ 5,054 $ 4,967 Vitamins and Supplements 668 293 Total $ 5,722 $ 5,260 Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC Topic 606. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606, 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 variable consideration.
Cost of Goods sold	Cost of goods sold includes materials, labor and overhead costs incurred in cultivating, producing, and shipping our products.
Advertising Expense	The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”
Loss Per Common Share	In accordance with the provisions of ASC 260, “Earnings Per Share,”
Income Taxes	The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.
Segment Reporting	The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision makers are the Chief Executive Officer and its Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of disaggregated revenue	(in thousands) Six Months Ended, June 30, 2022 June 30, 2021 Herbs & Produce $ 5,054 $ 4,967 Vitamins and Supplements 668 293 Total $ 5,722 $ 5,260

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2022
INVENTORY
Inventory	(in thousands) June 30, December 31, 2022 2021 Raw materials $ 103 $ 68 Work-in-progress 291 292 Total inventory $ 394 $ 360

PROPERTY, EQUIPMENT AND LEASE_2

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Tables)	6 Months Ended
	Jun. 30, 2022
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	(in thousands) June 30, December 31, 2022 2021 $ - $ - Furniture and equipment 686 667 Computer hardware 4 4 Leasehold improvements 3,045 3,031 Vehicles 131 131 Construction in progress 4 4 Subtotal 3,870 3,837 Less accumulated depreciation (1,650 ) (1,264 ) Property, equipment and leasehold improvements, net $ 2,220 $ 2,573

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	(in thousands) June 30, 2022 December 31, 2021 Accounts payable $ 1,465 $ 2,270 Accrued expenses - 164 Accrued interest payable 77 117 Accrued payroll 211 213 Accrued vacation 103 39 Current lease liability 84 77 Total Accounts Payable and Accrued Expenses $ 1,940 $ 2,880

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2022
NOTES PAYABLE
Schedule of notes payable	(in thousands) June 30, December 31, 2022 2021 Secured promissory note $ 3,783 $ 3,783 Evergreen private placement 1,842 2,301 SBA loan 150 150 SAFE agreements - 538 Related party loans - 1,888 Vehicle loans 107 116 Total Gross Debt $ 5,882 $ 8,776 Less: Gross short term debt (2,541 ) (4,209 ) Less: Debt discount (34 ) (685 ) Net Long Term Debt $ 3,307 $ 3,882
Scheduled maturities of long-term debt	Years Ending December 31, 2022 1,853 2023 701 2024 29 2025 3,135 2026 14 Thereafter 150 $ 5,882

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2022
LEASES
Operating Lease assets and lease Liabilities	(in thousands) June 30, 2022 Operating lease assets $ 167 Operating lease liabilities $ 167
Scheduled maturities of lease liability	(in thousands) Operating Leases 2022 (Remaining) $ 54 2023 107 2024 36 Total lease payments 197 Less: discount (30 ) Total operating lease liabilities $ 167
Weighted average Reamining lease Term	June 30, 2022 Remaining lease term (years) 1.8 Discount rate 17.5 %

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Tables)	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS EQUITY (DEFICIT)
Schedule of shares of common stock	Number of Shares Issuance of common stock in public offering 2,930,000 Issuance of common stock to Evergreen 280,000 Issuance of common stock for conversion of debt 444,941 Common stock issued during the six months ended June 30, 2022 3,654,941 Summary table of common stock share transactions: Shares outstanding at December 31, 2021 5,000,000 Common stock issuances 3,654,941 Shares outstanding at June 30, 2022 8,654,941
Schedule of outstanding warrants to purchase common stock	Warrants Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2021 205,750 $ 11.18 Issuance of Warrants 3,553,211 $ 5.04 Outstanding June 30, 2022 3,758,961 $ 5.04
Schedule of fair value of the warrants issued	Expected term 2.5 Years Volatility 60.4 % Risk-free interest rate 1.6 % Dividend yield 0.0 %

ORGANIZATION NATURE OF BUSINESS

ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative)					1 Months Ended	6 Months Ended
	May 09, 2022 shares	May 05, 2022 USD ($) $ / shares shares	Sep. 08, 2021 shares	Oct. 14, 2020 shares	Jun. 30, 2021 shares	Jun. 30, 2022 integer $ / shares shares	Dec. 31, 2021 $ / shares
Entity Incorporation Date Of Incorporation						Apr. 09, 2013
Description of reverse stock split			declared a 20-for-1 forward stock split of our common stock			declared a 1-for-2 reverse stock split of our common stock
Authorized shares of common stock | shares				100,000
Increased number of authorized common shares | shares			200,000,000	20,000,000	50,000,000
Edible Garden's products sold | integer						4,500
Initial public offering shares | shares	2,930,000					2,930,000
common stock, par value | $ / shares						$ 0.0001	$ 0.0001
Chief Financial Officer [Member]
Common stock conversion shares | shares		284,930
Promissory note payable | $		$ 785,597
Convertible notes | $		$ 1,317,800
Chief Executive Officer [Member]
Common stock conversion shares | shares		6,015
Convertible notes | $		$ 27,821
Evergreen Capital Management LLC [Member]
Offering amount | $		$ 2,531,006
Common stock conversion shares | shares		153,996
Amount paid for conversion | $		$ 5,790
Underwriting Agreement [Member] | Initial Public Offering [Member]
Initial public offering shares | shares		2,930,000
common stock, par value | $ / shares		$ 0.0001
Warrant description		one warrant to purchase one share of common stock
Warrant exercise price | $ / shares		$ 5
Proceeds from warrants | $		$ 13,624,500
Offering amount | $		$ 1,025,500

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue			$ 5,722	$ 5,260
Revenue	$ 2,985	$ 2,777	5,722	5,260
Vitamins and Supplements [Member]
Revenue			668	293
Herbs & Produce [Member]
Revenue			$ 5,054	$ 4,967

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reserve for doubtful accounts	$ 133,986		$ 133,986
Inventory reserve	9,871		$ 9,871
Advertising expenses	$ 28,948	$ 74,767

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
INVENTORY
Raw materials	$ 103	$ 68
Work-in-progress	291	292
Total inventory	$ 394	$ 360

PROPERTY EQUIPMENT AND LEASEHOL

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Subtotal	$ 3,870	$ 3,837
Less accumulated depreciation	(1,650)	(1,264)
Property, equipment and leasehold improvements, net	2,220	2,573
Furniture and equipment [Member]
Subtotal	686	667
Computer hardware [Member]
Subtotal	4	4
Construction in progress [Member]
Subtotal	4	4
Leasehold improvements [Member]
Subtotal	3,045	3,031
Vehicles [Member]
Subtotal	$ 131	$ 131

PROPERTY EQUIPMENT AND LEASEH_2

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Depreciation expense	$ 386,000	$ 384,000
Property, Equipment and Leasehold Improvements [Member]
Depreciation expense	$ 385,515	$ 359,066

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable	$ 1,465	$ 2,270
Accrued expenses	0	164
Accrued interest payable	77	117
Accrued payroll	211	213
Accrued vacation	103	39
Current lease liability	84	77
Total Accounts Payable and Accrued Expenses	$ 1,940	$ 2,880

NOTES PAYABLE (Details )

NOTES PAYABLE (Details ) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Secured promissory note	$ 3,783	$ 3,783
Evergreen private placement	1,842	2,301
SBA loan	150	150
SAFE agreements	0	538
Related party loans	0	1,888
Vehicle loans	107	116
Total gross debt	5,882	8,776
Less: Gross short term debt	(2,541)	(4,209)
Less: Debt discount	(34)	(685)
Net long term debt	$ 3,307	$ 3,882

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1)	Jun. 30, 2022 USD ($)
RELATED PARTY TRANSACTIONS
2022	$ 1,853
2023	701
2024	29
2025	3,135
2026	14
Thereafter	150
Total remainder	$ 5,882

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)										1 Months Ended							3 Months Ended		6 Months Ended		12 Months Ended
	May 09, 2022	Mar. 09, 2022	Mar. 02, 2022	Feb. 11, 2022	Jan. 14, 2022	Jan. 07, 2022	Nov. 08, 2021	Oct. 07, 2021	Jun. 02, 2020	Mar. 30, 2022	Mar. 18, 2022	Feb. 18, 2022	Dec. 20, 2021	Nov. 22, 2021	Oct. 31, 2020	Jun. 22, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Demand Notes																					$ 35,200
Debt repayment																			$ 3,289,000	$ 0
Interest expense																	$ 1,234,000	$ 62,000	1,737,000	100,000
Warrants purchase																			$ 4,000	$ 0
Common stock share issued																	8,654,941		8,654,941		5,000,000
Common stock par value																	$ 0.0001		$ 0.0001		$ 0.0001
Prior Period [Member]
Promissory note																			$ 1,841,592
Prior payment																			$ 500,000
Common stock share issued																	200,000		200,000
Common stock par value																	$ 0.0001		$ 0.0001
SAFE Agreement Member
Agreements Description								the Company entered into Simple Agreements for Future Equity (“SAFEs”) with investors through a Regulation Crowdfunding campaign in exchange for cash investments. Upon a future equity financing of greater than $1,000,000, the SAFE securities are convertible at the option of the Company into securities identical to those issued in the future equity financing (“Shadow Securities”), except (1) they do not have the right to vote except as required by law, (2) they must vote in accordance with the majority of the investors in such future equity financing with respect to any such required vote and (3) they are not entitled to any inspection or information rights. If the Company elects to convert the securities upon the closing of a future equity financing, the investors will receive the number of Shadow Securities equal to the greater the quotient obtained by dividing the amount the investor paid (the “Purchase Amount”) for the securities by
Campaign Fund															$ 537,923
Commission fee															6%
securities issued in connection															2%
Tranche Six [Member]
Warrants purchase				$ 1,167,297
Discount on issuence				15%
Conversion price				$ 20.75
Senior Secured Convertible Promissory Note				$ 115,000
Cash proceeds				100,000
Acquired share				$ 5,543
Initial price				$ 20.75
Fairv value of warrants				$ 8,411
Subscription amount of notes				$ 2,500,000
Tranche Nine [Member]
Warrants purchase		$ 1,361,274
Discount on issuence		15%
Conversion price		$ 20.75
Senior Secured Convertible Promissory Note		$ 345,000
Cash proceeds		300,000
Acquired share		$ 16,627
Initial price		$ 20.75
Fairv value of warrants		$ 25,223
Subscription amount of notes		$ 3,200,000
Tranche One [Member]
Discount on issuence								15%
Conversion price								$ 7.65
Senior Secured Convertible Promissory Note								$ 1,150,000
Cash proceeds								1,000,000
Acquired share								$ 150,327
Initial price								$ 7.65
Fairv value of warrants								$ 413,164
Tranche Two [Member]
Discount on issuence							15%
Conversion price							$ 20.75
Senior Secured Convertible Promissory Note							$ 402,500
Cash proceeds							350,000
Acquired share							$ 19,398
Initial price							$ 20.75
Fairv value of warrants							$ 32,748
Tranche Three [Member]
Discount on issuence														15%
Conversion price														$ 20.75
Senior Secured Convertible Promissory Note														$ 402,500
Cash proceeds														350,000
Acquired share														$ 19,398
Initial price														$ 20.75
Fairv value of warrants														$ 32,660
Tranche Four [Member]
Discount on issuence													15%
Conversion price													$ 20.75
Senior Secured Convertible Promissory Note													$ 345,000
Cash proceeds													300,000
Acquired share													$ 16,627
Initial price													$ 20.75
Fairv value of warrants													$ 27,901
Tranche Five [Member]
Discount on issuence					15%
Conversion price					$ 20.75
Senior Secured Convertible Promissory Note					$ 460,000
Cash proceeds					400,000
Acquired share					$ 22,169
Initial price					$ 33,375
Tranche Seven [Member]
Warrants purchase												$ 1,278,141
Discount on issuence												15%
Conversion price												$ 20.75
Senior Secured Convertible Promissory Note												$ 115,000
Cash proceeds												100,000
Acquired share												$ 5,543
Initial price												$ 20.75
Fairv value of warrants												$ 8,400
Subscription amount of notes												$ 2,900,000
Tranche Eight [Member]
Discount on issuence			15%
Conversion price			$ 20.75
Senior Secured Convertible Promissory Note			$ 115,000
Cash proceeds			100,000
Acquired share			$ 5,543
Initial price			$ 20.75
Fairv value of warrants			$ 8,135
Tranche Ten [Member]
Discount on issuence											15%
Conversion price											$ 20.75
Senior Secured Convertible Promissory Note											$ 115,000
Cash proceeds											100,000
Acquired share											$ 5,543
Initial price											$ 20.75
Fairv value of warrants											$ 8,481
Tranche Eleventh [Member]
Discount on issuence										15%
Conversion price										$ 20.75
Senior Secured Convertible Promissory Note										$ 115,000
Cash proceeds										100,000
Acquired share										$ 5,543
Initial price										$ 20.75
Fairv value of warrants										$ 8,541
Related Party Loans Member
Outstanding loan																	$ 2,500		$ 2,500
Michael James Member
Senior Secured Convertible Promissory Note																					$ 1,200,000
Related party transaction description of transaction																					the Company’s Chief Financial Officer. The Convertible Notes mature on the earlier of (1) one year after issuance, (2) upon the closing of the Company’s next sale of equity securities in which the Company raises at least $5.00 million in gross proceeds (excluding the value of any instruments converting into equity in such equity financing), (3) the sale, lease, license or other disposition of all or substantially all of the assets of the Company, (4) a transaction or series of related transactions in which any person becomes the beneficial owner of more than 50% of the Company’s outstanding voting securities, or (5) upon the occurrence of an event of default. The principal and interest due and owed under the Convertible Notes, which bear interest at a rate of 12.00% per annum, are convertible into shares of Common Stock at any time at the election of Mr. James at a conversion price equal to $4.625 (subject to adjustment for forward reverse stock splits and the like after the issuance date). The Company may prepay any portion of the principal and accrued interest due under the Convertible Notes at any time and without penalty, upon providing ten days written notice to Mr. James
Mr James Member
Related party transaction description of transaction																					which mature on the earlier of (1) one year after issuance, (2) upon the closing of the Company’s next sale of equity securities in which the Company raises at least $5.00 million in gross proceeds (excluding the value of any instruments converting into equity in such equity financing), (3) the sale, lease, license or other disposition of all or substantially all of the assets of the Company, (4) a transaction or series of related transactions in which any person becomes the beneficial owner of more than 50% of the Company’s outstanding voting securities, or (5) upon the occurrence of an event of default. The Promissory Notes bear interest at a rate of 12.00% per annum. The Company may prepay any portion of the principal and accrued interest due under the Promissory Notes at any time and without penalty, upon providing ten days written notice to Mr. James.
Convertible Promissory Note total						$ 70,000															$ 660,000
Promissory note total						$ 20,000
Vehicle Loan [Member]
Accrue interest																						17.51%
financing agreements																					102,681
First Sament Note One Member
Promissory note										3,000,000
debt principal																					23,203
Outstanding balance																	677,073		677,073
Accrued interest																			11,854
First Sament Note Member
Promissory note									$ 653,870	$ 3,000,000
Interest rate									3.50%	3.50%
debt principal																					$ 106,458
Outstanding balance																	3,106,458		3,106,458
Accrued interest																			54,665
Unamortized discount																	$ 34,266		34,266
Other Loan Member
Promissory note																			95,000
Evergreen Private Placement Member
Debt repayment	$ 1,926,250
Accrued interest repaid	$ 26,881
Promissory note																			$ 1,753,750
Interest rate								5%	0.035%										7%
Interest expense																			$ 577,875
Secured convertible notes								$ 2,000,000
Warrants purchase								$ 205,750
Discount on issuence								15%
Public offering price								$ 5
Conversion price																			$ 5
SBA Loan Member
Interest rate																3.75%
Loan proceeds																$ 150,000

LEASES (Details)

LEASES (Details) $ in Thousands	Jun. 30, 2022 USD ($)
LEASES
Operating lease assets	$ 167
Operating lease liabilities	$ 167

LEASES (Details 1)

LEASES (Details 1) $ in Thousands	Jun. 30, 2022 USD ($)
LEASES
2022 (Remaining)	$ 54
2023	107
2024	36
Total lease payments	197
Less: discount	(30)
Total operating lease liabilities	$ 167

LEASES (Details 2)

LEASES (Details 2)	6 Months Ended
	Jun. 30, 2022
LEASES
Remaining lease term (years)	1 year 9 months 18 days
Discount rate	17.50%

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
LEASES
Lease payments per month during the period	$ 15,550	$ 15,300
Total operating lease cost	118,552	242,623
Short-term leases	$ 65,032	$ 189,103

STOCKHOLDERS EQUITY (DEFICIT)_2

STOCKHOLDERS EQUITY (DEFICIT) (Details) - shares		6 Months Ended
	May 09, 2022	Jun. 30, 2022
STOCKHOLDERS EQUITY (DEFICIT)
Issuance of common stock in public offering	2,930,000	2,930,000
Issuance of common stock to Evergreen		280,000
Issuance of common stock for conversion of debt		444,941
Common stock issued during the six months ended June 30, 2022		3,654,941
Summary table of common stock share transactions:
Shares outstanding at December 31, 2021		5,000,000
Common stock issuances		3,654,941
Shares outstanding at June 30, 2022		8,654,941

STOCKHOLDERS EQUITY (DEFICIT)_3

STOCKHOLDERS EQUITY (DEFICIT) (Details 1)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
STOCKHOLDERS EQUITY (DEFICIT)
Outstanding warrants beginning | shares	205,750
Warrants granted | shares	3,553,211
Outstanding warrants ending | shares	3,758,961
Weighted Average Exercise Price Per Share beginning | $ / shares	$ 11.18
Weighted Average Exercise Price Per Share grants | $ / shares	5.04
Weighted Average Exercise Price Per Share ending | $ / shares	$ 5.04

STOCKHOLDERS EQUITY (DEFICIT)_4

STOCKHOLDERS EQUITY (DEFICIT) (Details 2)	6 Months Ended
	Jun. 30, 2022
STOCKHOLDERS EQUITY (DEFICIT)
Expected term	2 years 6 months
Volatility	60.40%
Risk-free interest rate	1.60%
Dividend yield	0%

STOCKHOLDERS EQUITY (DEFICIT)_5

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)				6 Months Ended
	May 09, 2022	May 05, 2022	Jan. 14, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Common stock authorized				200,000,000		200,000,000
Common stock par value				$ 0.0001		$ 0.0001
Common stock issued				8,654,941		5,000,000
Common stock new share issued				3,654,941
Common stock outstanding				8,654,941		5,000,000
Total common stock sale under IPO	2,930,000			2,930,000
Stock issued upon conversion				444,941
Debt principal converted				$ 1,757,333
Interest accrued				$ 120,429
Warrants issued to purchase common stock				3,553,211
Proceeds from warrants				$ 4,000	$ 0
Evergreen [Member]
Common stock new share issued			80,000
Common share issued against notes				200,000
Warrants issued to purchase common stock				66,511
Maxim Group LLC [Member]
Underwritten public offering		2,930,000
Exercise price		$ 5
Public offering price		$ 5
Underwriters purchased stock		2,930,000
Discount to underwriter		7%
Option to purchase description		The Company granted the Representative a 45-day option to purchase up to an additional 439,500 Shares and/or Warrants to purchase up to an additional 439,500 shares of Common Stock to cover over-allotments
Warrants purchased		439,500
Proceeds from warrants		$ 4,390
Underwriting compensation payable warrants				117,200
Warrants are exercisable price				$ 6.25

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Lease payments per month during the period	$ 15,550	$ 15,300

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
GOING CONCERN
Net loss	$ 7.4	$ 5.5
Cash balance	$ 5.7